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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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, as further amended by Amendment No. 2 thereto,
filed with the Commission on September 1, 2000, and as further amended by
Amendment No. 3 thereto, filed with the Commission on September 19, 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, Purchaser had accepted for purchase and payment
16,463,039 of the issued and outstanding Shares pursuant to the Offer. The
16,463,039 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. The 16,463,039 Shares plus the
268,100 Shares already owned by JOMED equals 92.07% of the issued and
outstanding Shares.
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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 20, 2000
