<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO/A
(RULE 14d-100)
(AMENDMENT NO. 6)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ENDOSONICS CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
JOMED ACQUISITION CORP.
JOMED N.V.
(NAMES OF FILING PERSONS (OFFERORS))
------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
29264K105
(CUSIP NUMBER OF CLASS OF SECURITIES)
ANTTI RISTINMAA
JOMED N.V.
DROTTNINGGATAN 94
S-252 21 HELSINGBORG
SWEDEN
TELEPHONE: 46-42-490-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
------------------------
COPY TO:
BERTIL P-H LUNDQVIST, ESQ.
RANDALL H. DOUD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
TELEPHONE: 212-735-3000
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------------------------------------------------------------------------------------------------------------
<S> <C>
$233,044,306 $46,609**
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
* For purposes of calculating amount of filing fee only. This amount assumes
the purchase of (i) all outstanding shares of common stock of EndoSonics
Corporation, including the related preferred share purchase rights, and (ii)
shares of common stock of EndoSonics Corporation subject to options that will
be vested and exercisable as of the closing of this offer. The amount of the
filing fee calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended, equals 1/50 of 1% of the transaction value.
** Paid previously in connection with the filing of the Schedule TO on August
21, 2000.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO originally filed on
August 21, 2000 (the "Schedule TO") by JOMED N.V., a corporation organized under
the laws of The Netherlands ("Parent"), and JOMED Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), with respect
to Purchaser's offer to purchase all of the outstanding shares of common stock,
par value $.001 per share (the "Shares"), of EndoSonics Corporation, a Delaware
corporation (the "Company"), at $11.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 21, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"), which were filed as Exhibits
(a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given to such terms in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented to include the following
information:
On September 21, 2000, pursuant to an Agreement and Plan of Merger dated
August 5, 2000, by and among Parent, Purchaser and the Company, Purchaser was
merged with and into the Company (the "Merger"), whereby the Company became a
wholly-owned subsidiary of Parent. At the effective time of the Merger, each
issued and outstanding Share was cancelled and retired and converted into the
right to receive the same consideration as paid in the Offer or, if the owner of
such Share exercises appraisal rights, the consideration determined in
accordance with Section 262 of the General Corporation Law of the State of
Delaware, and each Share held in the treasury of the Company or owned by
Purchaser was cancelled.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS
Item 12 is hereby amended to add the following:
(a)(5)(G) Press Release of Parent dated September 22, 2000.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
JOMED Acquisition Corp.
By: /s/ TOR PETERS
------------------------------------
Name: Tor Peters
Title: President
JOMED N.V.
By: /s/ TOR PETERS
------------------------------------
Name: Tor Peters
Title: President
Dated: September 22, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(5)(G) Press Release dated September 22, 2000.
</TABLE>
