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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 17, 1999
Eclipse Surgical Technologies, Inc.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
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0-28288 77-0223740
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(Commission File No.) (IRS Employer Identification Number)
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1049 Kiel Court
Sunnyvale, California 94089
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(Address of Principal Executive Offices)
(408) 548-2100
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION
Pursuant to an Agreement and Plan of Reorganization dated as of October 21,
1998, as amended, by and among Eclipse Surgical Technologies, Inc. ("Eclipse"),
RW Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary
of Eclipse ("Merger Sub"), and CardioGenesis Corporation, a Delaware corporation
("CardioGenesis"), and the related Certificate of Merger executed by Merger Sub
and CardioGenesis which was filed with the Delaware Secretary of State on March
17, 1999, Merger Sub merged with and into CardioGenesis and CardioGenesis became
a wholly-owned subsidiary of Eclipse (the "Merger"). The Merger closed on March
17, 1999. As a result of the Merger, each outstanding share of CardioGenesis
Common Stock will be exchanged for 0.80 of a share of Eclipse Common Stock. No
fractional shares will be issued and, in lieu thereof, the holder will be paid
cash equal to the fraction (after aggregating all fractional shares held by such
holder) times $12.6875.
An aggregate of approximately 9,928,040 shares of Common Stock have been
issued by Eclipse in the Merger, and options and rights to purchase an aggregate
of approximately 1,739,000 additional shares of Eclipse Common Stock have been
assumed by Eclipse in the Merger. Based on the closing price of Eclipse Common
Stock on the Nasdaq National Market on March 16, 1999, the value of the shares
of Common Stock issuable by Eclipse in the Merger was approximately $148
million. The merger consideration was negotiated between the parties.
CardioGenesis Corporation develops, manufactures and markets proprietary
systems including disposable products, to perform intraoperative transmyocardial
revascularization (ITMR), catheter-based percutaneous myocardial
revascularization (PMR), and thoracoscopic transmyocardial revascularization
(TTMR), to treat patients afflicted with debilitating angina. Following the
Merger, CardioGenesis will continue its operations as a wholly-owned subsidiary
of Eclipse.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The following documents and
information previously filed with the Securities and Exchange Commission by
CardioGenesis are hereby incorporated by reference:
(1) CardioGenesis' Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) CardioGenesis' Quarterly Reports on Forms 10-Q for the fiscal
quarters ended September 30, 1998, June 30, 1998, and March 31, 1998, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
(b) Pro Forma Financial Information. The Company's Registration Statement
on Form S-4 (File No. 333-72063), as declared effective on February 9, 1999,
which includes unaudited pro
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forma combined condensed financial statements which present the pro forma
combined condensed financial position and results of operations of the
Registrant and CardioGenesis as of and for the nine month period ended September
30, 1998, is incorporated by reference herein.
(c) Exhibits
2.1* Agreement and Plan of Reorganization dated as of October 21, 1998
by and among Eclipse, RW Acquisition Corporation and
CardioGenesis Corporation.
2.2* Amendment Number 1 to Reorganization Agreement, dated as of
February 8, 1999, among Eclipse Surgical Technologies, Inc., RW
Acquisition Corporation and CardioGenesis Corporation.
2.3 Certificate of Merger between RW Acquisition Corporation and
CardioGenesis Corporation.
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* Incorporated by reference to exhibits to Eclipse's Registration
Statement on Form S-4 (file no. 333-72063) filed with the Securities
and Exchange Commission on February 9, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 26, 1999 ECLIPSE SURGICAL TECHNOLOGIES, INC.
By: /s/ Allen W. Hill
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Name: Allen W. Hill
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Title: Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1* Agreement and Plan of Reorganization dated as of October 21,
1998 by and among Eclipse, RW Acquisition Corporation and
CardioGenesis Corporation.
2.2* Amendment Number 1 to Reorganization Agreement, dated as of
February 8, 1999, among Eclipse Surgical Technologies, Inc.,
RW Acquisition Corporation and CardioGenesis Corporation.
2.3 Certificate of Merger between RW Acquisition Corporation and
CardioGenesis Corporation.
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* Incorporated by reference to exhibits to Eclipse's Registration
Statement on Form S-4 (file no. 333-72063) filed with the Securities
and Exchange Commission on February 9, 1999.
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Exhibit 2.3
CERTIFICATE OF MERGER
MERGING
RW ACQUISITION CORPORATION,
a Delaware corporation
WITH AND INTO
CARDIOGENESIS CORPORATION
a Delaware corporation
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Pursuant to Section 251 of the General Corporation Law of the State of Delaware
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RW Acquisition Corporation, a Delaware corporation ("Merger Sub"), and
Cardiogenesis Corporation, a Delaware corporation ("Cardiogenesis"), DO HEREBY
CERTIFY AS FOLLOWS:
FIRST: That the constituent corporations to the merger certified here
are Merger Sub and Cardiogenesis. Merger Sub was incorporated on October 16,
1998 pursuant to the Delaware General Corporation Law (the "Delaware Law"), and
Cardiogenesis was incorporated on April 11, 1996 pursuant to the Delaware Law.
SECOND: That an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated as of October 21, 1998 by and among Eclipse
Surgical Technologies, Inc., a California corporation, Merger Sub and
Cardiogenesis, setting forth the terms and conditions of the merger of Merger
Sub with and into Cardiogenesis (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 251 of the Delaware Law.
THIRD: That Cardiogenesis shall be the surviving corporation in the
merger (the "Surviving Corporation") and the name of the Surviving Corporation
shall be Cardiogenesis Corporation.
FOURTH: That pursuant to the Reorganization Agreement, the Restated
Certificate of Incorporation of the Surviving Corporation is amended to read in
its entirety as set forth in Exhibit A attached hereto.
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FIFTH: That an executed copy of the Reorganization Agreement is on file
at the office of the Surviving Corporation at the following address:
Cardiogenesis Corporation
540 Oakmead Parkway
Sunnyvale, California 94086
SIXTH: That an executed copy of the Reorganization Agreement will be
furnished by the Surviving Corporation, on request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, each of Merger Sub and Cardiogenesis has caused this
Certificate of Merger to be executed in its corporate name as of this 17th day
of March, 1999.
CARDIOGENESIS CORPORATION
a Delaware corporation
By: /s/ Allen W. Hill
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Allen W. Hill
President & Chief Executive Officer
RW ACQUISITION CORPORATION
a Delaware corporation
By: /s/ Douglas Murphy-Chutorian
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Douglas Murphy-Chutorian
Chief Executive Officer
2
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
CARDIOGENESIS CORPORATION
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RESTATED CERTIFICATE OF INCORPORATION
OF
CARDIOGENESIS CORPORATION
FIRST. The name of the corporation is CARDIOGENESIS CORPORATION.
SECOND. The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of the registered agent at such address is The Corporation
Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
share is $0.001 per share.
FIFTH. The Board of Directors of the corporation is expressly
authorized to adopt, amend or repeal the by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law
whether adopted by them or otherwise.
SIXTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.
SEVENTH. (a) To the fullest extent permitted by law, no director of the
corporation shall be personally liable for monetary damages for breach of
fiduciary duty as a director. Without limiting the effect of the preceding
sentence, if the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.
(b) Neither any amendment nor repeal of this Article Seventh,
nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article Seventh, shall eliminate, reduce or otherwise
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such amendment, repeal or adoption of such
an inconsistent provision.
