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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): August 5, 2000
ENDOSONICS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
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0-19880 68-0028500
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Commission File No. I.R.S. Employer Identification
Number
2870 Kilgore Road
Rancho Cordova, California 95670
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Address of Principal Zip Code
Executive Offices
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(916) 638-8008
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On August 5, 2000, EndoSonics Corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") among the Company,
JOMED N.V., a corporation organized under the laws of The Netherlands ("JOMED"),
and JOMED Acquisition Corp., a corporation organized under the laws of the State
of Delaware and a wholly-owned subsidiary of JOMED (the "Purchaser").
The Merger Agreement provides that Purchaser will make a tender offer (the
"Tender Offer") to purchase 100% of the outstanding common stock (the "Common
Stock") of the Company, and shares validly tendered in the Tender Offer shall be
entitled to receive $11.00, net to the seller, in cash. After the Tender Offer
is complete, subject to the approval of a majority of the stockholders of the
Company (if such approval is required), Purchaser will be merged with and into
the Company, with the Company as the surviving corporation in the merger, and
each outstanding share of Common Stock, other than shares owned directly or
indirectly by JOMED, Purchaser or the Company, will be converted (except for
shares of Common Stock owned by any holder who properly demands appraisal
rights) into the right to receive $11.00 in cash.
Consummation of the Tender Offer and the merger is subject to certain
conditions as specified in the Merger Agreement. Certain of these conditions
make reference to a purchase agreement (the "Purchase Agreement") to be entered
into between Credit Suisse First Boston (Europe) Limited ("CSFB") and JOMED for
a $150 million stock offering by Jomed to finance the Tender Offer and the
merger. A summary of the relevant provisions of the Commitment Letter, dated
August 4, 2000, from CSFB to JOMED, including certain of the material terms of
the form of the Purchase Agreement, is filed herewith as Exhibit 99.1 and
incorporated by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 5, 2000,
among JOMED N.V., JOMED Acquisition Corp. and EndoSonics
Corporation.
99.1 Summary of the provisions of the Commitment Letter, dated
August 4, 2000, from Credit Suisse First Boston (Europe)
Limited to JOMED N.V., including certain of the material
terms of the form of the Purchase Agreement.
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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.
Dated: August 9, 2000
ENDOSONICS CORPORATION
By: /s/ JEFFREY ELDER
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Name: Jeffrey Elder
Title: Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 5, 2000,
among JOMED N.V., JOMED Acquisition Corp. and EndoSonics
Corporation.
99.1 Summary of the provisions of the Commitment Letter, dated
August 4, 2000, from Credit Suisse First Boston (Europe)
Limited to JOMED N.V., including certain of the material
terms of the form of the Purchase Agreement.
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