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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): JULY 23, 1997
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ENDOSONICS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-19880 68-0028500
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2870 Kilgore Road, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (916) 638-8008
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On July 23, 1997, the Registrant acquired Cardiometrics,
Inc., a Delaware corporation ("Cardiometrics"), by the statutory merger (the
"Merger") of a wholly-owned subsidiary of the Registrant, River Acquisition
Corporation, a Delaware corporation ("Merger Sub"), with and into Cardiometrics.
The Merger was accomplished pursuant to the Agreement and Plan of
Reorganization, dated as of January 26, 1997, as subsequently amended on May 1,
1997 and May 20, 1997, respectively, among the Registrant, Cardiometrics and
Merger Sub, and a related Certificate of Merger (collectively, "Merger
Agreements"). The Merger occurred following the approval of the Merger
Agreements by the stockholders of Cardiometrics at a stockholders' meeting held
on July 23, 1997 and satisfaction of certain other closing conditions. As a
result of the Merger, the Registrant became the owner of 100% of the issued and
outstanding shares of Cardiometrics Common Stock and each outstanding share of
Cardiometrics Common Stock was converted into .35 shares of the Registrant's
Common Stock, $3.00 in cash, and .1364 shares of CardioVascular Dynamics, Inc.
Common Stock ("CVD Common Stock") (collectively, the "Merger Consideration").
The terms of the Merger Agreements were the result of arm's-length negotiations
among the parties.
A total of approximately 2,642,419 shares of the
Registrant's Common Stock, $22,649,307 in cash and approximately 1,029,789
shares of CVD Common Stock will be issued to former Cardiometrics stockholders,
optionholders and warrantholders in exchange for the acquisition by Merger Sub
of all outstanding Cardiometrics capital stock and all unexpired and unexercised
options and warrants to acquire Cardiometrics capital stock. The shares of
Registrant Common Stock and CVD Common Stock issued to Cardiometrics
stockholders were issued pursuant to registration statements on Form S-4 and
Form S-1, respectively, pursuant to the Securities Act of 1933, as amended,
which became effective as of June 16, 1997. Options to purchase Cardiometrics
Common Stock were assumed in part by the Registrant and are exercisable for .35
shares of the Registrant's Common Stock for each share of Cardiometrics Common
Stock subject to the option immediately prior to the Merger. The balance of each
such option to purchase Cardiometrics Common Stock was converted into the right
to receive cash and shares of CVD Common Stock. Warrants to purchase
Cardiometrics Common Stock were assumed by the Registrant and are exercisable
for the Merger Consideration multiplied by the number of shares of Cardiometrics
Common Stock subject to the warrant immediately prior to the Merger.
(b) Cardiometrics develops, manufactures and markets
intravascular medical devices to measure blood flow impairment caused by
coronary artery disease. Cardiometrics' principal products, the FloWire Doppler
guide wire and FloMap ultrasound instrument, enable cardiologists to evaluate
the appropriateness of angioplasty interventions and assess post-procedural
results directly in the cardiac catheterization laboratory. The Registrant
intends to continue such business.
2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired. The following
documents and information previously filed with the Securities and Exchange
Commission by Cardiometrics are hereby incorporated by reference:
(1) Cardiometrics' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 and 1996, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) Cardiometrics' Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(3) Cardiometrics' Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1997, filed pursuant to Section 13(a) of the
Exchange Act.
(b) Pro Forma Financial Information. This information was
previously filed with the Securities and Exchange Commission by the Registrant
in the Registration Statement on Form S-4 (file no. 333-29121) filed with the
Securities and Exchange Commission on June 13, 1997, and is hereby incorporated
by reference.
3.
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(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
2.1(1) Agreement and Plan of Reorganization, dated as of
January 26, 1997, as subsequently amended, by and
among the Registrant, River Acquisition Corporation
and Cardiometrics, Inc.
2.2 Certificate of Merger between River Acquisition Corporation and
Cardiometrics, Inc. as filed with the Delaware Secretary of State on
July 23, 1997.
</TABLE>
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(1) Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4 (file
no. 333-29121) filed with the Securities and Exchange
Commission on June 13, 1997.
4.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ENDOSONICS CORPORATION
Dated: August 6, 1997 By: /s/ Donald D. Huffman
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Donald D. Huffman, Vice President,
Finance and Administration and Chief
Financial Officer
[SIGNATURE PAGE TO FORM 8-K]
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
2.1(1) Agreement and Plan of Reorganization, dated as of January 26, 1997, as
subsequently amended, by and among the Registrant, River Acquisition
Corporation and Cardiometrics, Inc.
2.2 Certificate of Merger between River Acquisition Corporation and Cardiometrics,
Inc. as filed with the Delaware Secretary of State on July 23, 1997.
</TABLE>
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(1) Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 (file no. 333-29121) filed with the
Securities and Exchange Commission on June 13, 1997.
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Exhibit 2.2
CERTIFICATE OF MERGER
MERGING
RIVER ACQUISITION CORPORATION
WITH AND INTO
CARDIOMETRICS, INC.
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Pursuant to Section 251 of the General Corporation Law of
the State of Delaware
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River Acquisition Corporation, a Delaware corporation ("Merger Sub"),
and Cardiometrics, Inc., a Delaware corporation ("Target"), DO HEREBY CERTIFY AS
FOLLOWS:
FIRST: That Merger Sub was incorporated on January 9, 1997 pursuant to
the Delaware General Corporation Law (the "Delaware Law"), and that Target was
incorporated on September 1, 1995, pursuant to the Delaware Law.
SECOND: That an Agreement and Plan of Reorganization, dated as of
January 26, 1997, among Endosonics Corporation, a Delaware corporation, Merger
Sub and Target, and as amended on May 1, 1997 and May 20, 1997 (the
"Reorganization Agreement"), setting forth the terms and conditions of the
merger of Merger Sub with and into Target (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 the name of the surviving corporation (the "Surviving
Corporation") shall be Cardiometrics, Inc.
FOURTH: That pursuant to the Reorganization Agreement, the Certificate
of Incorporation of the Surviving Corporation is amended to read in its entirety
as set forth in Exhibit A hereto.
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FIFTH: That an executed copy of the Reorganization Agreement is on file
at the principal place of business of the Surviving Corporation at the following
address:
2870 Kilgore Road
Rancho Cordova, CA 95670
SIXTH: That a 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 Target has caused this
Certificate of Merger to be executed in its corporate name this 23rd day of
July, 1997.
RIVER ACQUISITION CORPORATION
By: /s/ Reinhard J. Warnking
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Reinhard J. Warnking, President and
Chief Executive Officer
ATTEST:
/s/ Donald D. Huffman
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Donald D. Huffman, Secretary
CARDIOMETRICS, INC.
By: /s/ Menahem Nassi
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Menahem Nassi, President and Chief
Executive Officer
ATTEST:
/s/ Robert Y. Newell IV
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Robert Y. Newell IV, Secretary
2.
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Exhibit A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CARDIOMETRICS, INC.
ARTICLE I
The name of the Corporation is Cardiometrics, Inc.
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805. The name of its registered agent at such address is The Prentice
Hall Corporation System, Inc.
ARTICLE III
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.
ARTICLE IV
The Corporation is authorized to issue one class of stock to
be designated "Common Stock." The total number of shares which the Corporation
shall have authority to issue is 1000 shares of Common Stock, and the par value
of each such share is $.0001 per share.
ARTICLE V
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.
ARTICLE VI
Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the Corporation.
ARTICLE VII
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A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors 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.
Any repeal or modification of the foregoing provisions of this
Article VII by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE VIII
To the fullest extent permitted by applicable law, this Corporation is
also authorized to provide indemnification of (and advancement of expenses to)
such agents (and any other persons to which Delaware law permits this
Corporation to provide indemnification) through Bylaw provisions, agreements
with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the General Corporation Law of the State
of Delaware, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to this
Corporation, its stockholders, and others.
Any repeal or modification of any of the foregoing provisions of this
Article VIII shall not adversely affect any right or protection of a director,
officer, agent or other person existing at the time of, or increase the
liability of any director of this Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.
2.
