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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ENDOSONICS CORPORATION
(NAME OF SUBJECT COMPANY)
ENDOSONICS CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
29264K-10-5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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REINHARD J. WARNKING
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ENDOSONICS CORPORATION
2870 KILGORE ROAD
RANCHO CORDOVA, CALIFORNIA 95670
(916) 638-8008
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
505 MONTGOMERY STREET, SUITE 1900
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-0600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on August 21, 2000 (the "Schedule 14D-9") by EndoSonics
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company"), as amended by Amendment No. 1 thereto, filed with the
Commission on August 22, 2000 by the Company and as further amended by Amendment
No. 2 thereto, filed with the Commission on September 1, 2000, relating to an
offer by JOMED Acquisition Corp., a corporation organized under the laws of the
State of Delaware ("Purchaser") and a wholly owned subsidiary of JOMED N.V., a
corporation organized under the laws of The Netherlands ("JOMED"), disclosed in
a Tender Offer Statement on Schedule TO, dated August 21, 2000 (the "Schedule
TO"), to purchase all of the issued and outstanding shares of common stock, par
value $.001 per share, of the Company (the "Common Stock"), including the
associated rights to purchase shares of the Company's Series A Participating
Preferred Stock (the "Rights" and together with the Common Stock, the "Shares")
issued pursuant to the Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of October 20, 1998, between the Company and ChaseMellon
Shareholders Services, L.L.C. (in such capacity, the "Rights Agent"), at a price
of $11.00 per Share, net to the seller in cash (the "Offer Price"), upon the
terms and subject to the conditions set forth in the offer to purchase (the
"Offer to Purchase"), dated August 21, 2000, and the related letter of
transmittal (the "Letter of Transmittal," which, as may be amended and
supplemented from time to time, together with the Offer to Purchase, constitute
the "Offer").
ITEM 8. ADDITIONAL INFORMATION
(b) OTHER MATERIAL INFORMATION.
The response to Item 8 is hereby amended by adding the following after the
last paragraph of Item 8(b):
On September 19, 2000, JOMED issued a press release announcing that
Purchaser had accepted for purchase and payment 16,593,039 of the issued and
outstanding Shares pursuant to the Offer. The press release states that the
16,593,039 Shares includes 478,737 Shares that have been tendered to Purchaser
where the stockholder has guaranteed delivery of its Shares within three
business days of the expiration of the Offer, and also states that the
16,593,039 Shares plus the 268,100 Shares already owned by JOMED equals 92.78%
of the issued and outstanding Shares. A copy of the press release is filed as
Exhibit (a)(5)(D) hereto and is incorporated herein by reference.
<PAGE> 3
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by filing the indicated exhibit:
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
(a)(1)(A) Offer to Purchase dated August 21, 2000 ("Offer to
Purchase") (incorporated herein by reference to Exhibit
(a)(1)(A) to Schedule TO filed by Purchaser with respect to
the Company on August 21, 2000 ("Schedule TO")).
(a)(1)(B) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(1)(B) to Schedule TO).
(a)(1)(C) Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(incorporated by reference herein and attached to the
Schedule 14D-9 filed by the Company on August 21, 2000 (the
"Schedule 14D-9") as Annex A).
(a)(1)(D) Letter to Stockholders of the Company dated August 21, 2000
(incorporated by reference herein and attached to the
Schedule 14D-9 as Annex C).
(a)(5)(A) Text of Press Release dated August 7, 2000 (incorporated
herein by reference to Exhibit (a)(5) of the Company's
Schedule 14D-9 filed with the Securities and Exchange
Commission (the "Commission") on August 7, 2000).
(a)(5)(B) Summary Advertisement as published in The Wall Street
Journal on August 21, 2000 (incorporated herein by reference
to Exhibit (a)(5)(B) to Schedule TO).
(a)(5)(C)* Text of Press Release dated September 1, 2000.
(a)(5)(D)+ Text of Press Release dated September 19, 2000.
(e)(1) Agreement and Plan of Merger, dated as of August 5, 2000, by
and among JOMED, Purchaser and the Company (incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on August 9, 2000).
(e)(2)* Confidentiality Agreement, dated June 26, 2000, between
JOMED and the Company.
(e)(3) Opinion of U.S. Bancorp Piper Jaffray Inc. dated August 5,
2000 (incorporated by reference herein and attached to the
Schedule 14D-9 as Annex B).
(e)(4)* Certificate of Incorporation of the Company.
(e)(5)* Amended Bylaws of the Company.
(e)(6)* 1988 Stock Option Plan and form of a Stock Option Agreement.
(e)(7)* Form of Indemnification Agreement between the Company and
the directors of the Company.
(e)(8) Distribution Agreement, dated December 15, 1998, between the
Company and JOMED (incorporated herein by reference to the
Company's Annual Report on Form 10-K (File No. 0-19880)
filed with the Commission on March 31, 1999).
(e)(9) IVUS Guided Stent Delivery System Development, Supply and
Distribution Agreement, dated December 15, 1998, between the
Company and JOMED (incorporated herein by reference to the
Company's Annual Report on Form 10-K (File No. 0-19880)
filed with the Commission on March 31, 1999).
(e)(10) Master Distribution Agreement, dated December 13, 1999,
between the Company and JOMED (incorporated herein by
reference to the Company's Annual Report on Form 10-K (File
No. 0-19880) filed with the Commission on March 30, 2000).
(e)(11) 1999 Nonstatutory Stock Option Plan of the Company
(incorporated herein by reference to the Company's Annual
Report on Form 10-K (File No. 0-19880) filed with the
Commission on March 30, 2000).
(e)(12) Nonstatutory Stock Option Agreement, dated November 8, 1999,
by and between the Company and Robrecht L.W. Michiels
(incorporated herein by reference to the Company's Annual
Report on Form 10-K (File No. 0-19880) filed with the
Commission on March 30, 2000).
(e)(13)* 1998 Stock Option Plan.
</TABLE>
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* Previously filed.
+ Filed herewith.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ENDOSONICS CORPORATION
By: /s/ REINHARD J. WARNKING
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Reinhard J. Warnking
Chairman and Chief Executive Officer
Dated: September 19, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
(a)(1)(A) Offer to Purchase dated August 21, 2000 ("Offer to
Purchase") (incorporated herein by reference to Exhibit
(a)(1)(A) to Schedule TO filed by Purchaser with respect to
the Company on August 21, 2000 ("Schedule TO")).
(a)(1)(B) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(1)(B) to Schedule TO).
(a)(1)(C) Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(incorporated by reference herein and attached to the
Schedule 14D-9 filed by the Company on August 21, 2000 (the
"Schedule 14D-9") as Annex A).
(a)(1)(D) Letter to Stockholders of the Company dated August 21, 2000
(incorporated by reference herein and attached to the
Schedule 14D-9 as Annex C).
(a)(5)(A) Text of Press Release dated August 7, 2000 (incorporated
herein by reference to Exhibit (a)(5) of the Company's
Schedule 14D-9 filed with the Securities and Exchange
Commission (the "Commission") on August 7, 2000).
(a)(5)(B) Summary Advertisement as published in The Wall Street
Journal on August 21, 2000 (incorporated herein by reference
to Exhibit (a)(5)(B) to Schedule TO).
(a)(5)(C)* Text of Press Release dated September 1, 2000.
(a)(5)(D)+ Text of Press Release dated September 19, 2000.
(e)(1) Agreement and Plan of Merger, dated as of August 5, 2000, by
and among JOMED, Purchaser and the Company (incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on August 9, 2000).
(e)(2)* Confidentiality Agreement, dated June 26, 2000, between
JOMED and the Company.
(e)(3) Opinion of U.S. Bancorp Piper Jaffray Inc. dated August 5,
2000 (incorporated by reference herein and attached to the
Schedule 14D-9 as Annex B).
(e)(4)* Certificate of Incorporation of the Company.
(e)(5)* Amended Bylaws of the Company.
(e)(6)* 1988 Stock Option Plan and form of a Stock Option Agreement.
(e)(7)* Form of Indemnification Agreement between the Company and
the directors of the Company.
(e)(8) Distribution Agreement, dated December 15, 1998, between the
Company and JOMED (incorporated herein by reference to the
Company's Annual Report on Form 10-K (File No. 0-19880)
filed with the Commission on March 31, 1999).
(e)(9) IVUS Guided Stent Delivery System Development, Supply and
Distribution Agreement, dated December 15, 1998, between the
Company and JOMED (incorporated herein by reference to the
Company's Annual Report on Form 10-K (File No. 0-19880)
filed with the Commission on March 31, 1999).
(e)(10) Master Distribution Agreement, dated December 13, 1999,
between the Company and JOMED (incorporated herein by
reference to the Company's Annual Report on Form 10-K (File
No. 0-19880) filed with the Commission on March 30, 2000).
(e)(11) 1999 Nonstatutory Stock Option Plan of the Company
(incorporated herein by reference to the Company's Annual
Report on Form 10-K (File No. 0-19880) filed with the
Commission on March 30, 2000).
(e)(12) Nonstatutory Stock Option Agreement, dated November 8, 1999,
by and between the Company and Robrecht L.W. Michiels
(incorporated herein by reference to the Company's Annual
Report on Form 10-K (File No. 0-19880) filed with the
Commission on March 30, 2000).
(e)(13)* 1998 Stock Option Plan.
</TABLE>
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* Previously filed.
+ Filed herewith.
