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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: October 1, 2000
Urologix, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 0-28414 41-1697237
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
14405 21/st/ Avenue North, Minneapolis, MN 55447
(Address of principal executive offices)
Registrant's telephone number, including area code: (763) 475-1400
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Items 1, 3, 4, 5, 6 and 8 are not applicable and therefore omitted.
Item 2. Acquisition or Disposition of Assets
On October 1, 2000, Urologix entered into and closed an Asset Purchase
Agreement with EDAP TMS S.A., a French corporation ("EDAP"), Technomed Medical
Systems S.A., a French corporation ("French Subsidiary") and EDAP Technomed
Inc., a Delaware corporation ("U.S. Subsidiary") (collectively "Sellers"). Under
the terms of the Asset Purchase Agreement, Urologix acquired Sellers'
Transurethral Microwave Thermotherapy (TUMT(R)) product line, related patents
and technologies (the "Acquired Assets").
The Acquired Assets included equipment used in the Sellers' TUMT
business, raw materials, spare parts and a portion of the inventory of finished
products, U.S. third party accounts and notes receivables (with some
exceptions), books and records, sales and promotional literature, designated
assumed customer and supply contracts, patents, trademarks and other
intellectual property, product approvals, clearances and permits, computer
software and firmware used in the TUMT business and all goodwill of Sellers with
respect to the TUMT business. The Acquired Assets excluded, among other things,
cash, certain inventories and contracts, and real property. Urologix currently
intends to continue to use the Acquired Assets for the research, development,
marketing and sale of the Prostatron products in conjunction with the Urologix
Targis (TM) product line.
Under the Asset Purchase Agreement and related documents, Urologix paid
total consideration of $7,988,000 in cash, issued 1,365,000 shares of Urologix
common stock and a five-year warrant to purchase 327,466 shares of Urologix
common stock at a price of $7.725 per share. Urologix agreed to assume
approximately $1.5 million in lease obligations related to equipment located at
customer sites and issued a promissory note to pay Sellers $575,000 on December
30, 2003. Of the total amount paid to Sellers, $2,250,000 in cash and 97,097
shares of Urologix common stock were placed into an escrow account to secure
indemnification obligations and compliance by Sellers of certain of the
representations, warranties and undertakings. Urologix and Sellers have entered
into a separate Registration Rights Agreement under which Urologix granted
Sellers certain demand and piggyback rights to have its shares included in
future registration statements filed by Urologix with the Securities and
Exchange Commission beginning one year from the closing of the transaction.
After issuance of the shares to Sellers, Urologix has 13,016,362 shares of
common stock issued and outstanding.
The terms of the acquisition were the result of arms-length negotiation
between the parties and the acquisition will be accounted for as a purchase.
Under the Asset Purchase Agreement, Urologix agreed to nominate and
solicit proxies of the Urologix shareholders for the election of one candidate
submitted by Sellers as a member of the Board of Directors of Urologix so long
as Sellers own at least eight percent (8%) of the total number of then
outstanding shares of Urologix. On October 1, 2000, the Urologix Board of
Directors elected Eric Simon, the Chief Executive Officer of EDAP, as a director
and is
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nominating Mr. Simon at the 2000 Annual Meeting of Shareholders of Urologix for
election to the Board of Directors for a three-year term.
In connection with the transactions, Urologix and Sellers also entered
into a Supply Agreement under which Sellers agreed to manufacture and supply the
Prostatron Control Module to Urologix for a period of up to three years. In
addition, Sellers will provide manufacturing information and transition services
to assist Urologix in understanding the manufacturing and operation of the
Prostatron Control Module.
Urologix and Sellers also entered into a Transition and Technology
Transfer Agreement (the "Transition Agreement") under which Sellers agreed to
provide manufacturing information and transition services to enable Urologix to
commence the manufacture of Prostaprobes. Sellers will continue to manufacture
and supply the Prostaprobes to Urologix until the transfer is complete. In
connection with the execution of the Supply Agreement and the Transition
Agreement, Urologix made an advance payment to French Subsidiary of $1,148,000
for future deliveries of Prostatron Control Modules and Prostaprobes. This
amount is included in the $7,988,000 total consideration described above.
Urologix and EDAP Technomed Co. Ltd., a Japanese Corporation ("EDAP
Japan") also entered into an agreement under which EDAP Japan will distribute
the former EDAP product line in Japan for an initial term of fifteen months.
EDAP Japan is subject to an obligation to purchase a minimum number of products
during the initial term. This obligation is guaranteed by EDAP.
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements at this time.
Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, these financial statements
will be filed on or before December 15, 2000.
(b) Pro Forma Financial Information.
It is impracticable to provide pro forma financial information at this time.
Pursuant to paragraph (b)(2) of Item 7 of Form 8-K, this information will be
filed on or before December 15, 2000.
(c) Exhibits.
10.1 Asset Purchase Agreement dated as of October 1, 2000 among EDAP TMS
S.A., a French corporation ("EDAP"), Technomed Medical Systems S.A.,
a French corporation ("Technomed"), EDAP Technomed Inc., a Delaware
corporation ("EDAP U.S) and Urologix, Inc./1/
10.2 Registration Rights Agreement dated as of October 1, 2000 among EDAP,
Technomed, EDAP U.S and Urologix.
10.3 Form of Warrant dated October 1, 2000 from Urologix to EDAP.
10.4 Supply Agreement dated as of October 1, 2000 among EDAP, Technomed,
EDAP U.S and Urologix./1/
99.1 Press Release dated October 2, 2000.
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/1/ Pursuant to Rule 24b-2, certain information has been deleted from this
Exhibit and filed separately with the Commission.
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SIGNATURES
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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.
UROLOGIX, INC.
By /s/ Christopher R. Geyen
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Christopher R. Geyen
Vice President and
Chief Financial Officer
October 11, 2000
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