SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EndoSonics Corporation
----------------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
29264K105
---------
(CUSIP Number)
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)
------------------------
Copy to:
Bertil Lundqvist, Esq.
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
September 19, 2000
--------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d- 1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on Following Pages)
Page 1 of 12 Pages
Exhibit Index is on Page 12
SCHEDULE 13D
CUSIP NO. 29264K105 PAGE OF PAGES
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOMED N.V.
S.S. or I.R.S. Identification No. of Above Person: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, AF, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,731,139
OWNED BY -------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,731,139
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,731,139
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 92.07
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14 TYPE OF REPORTING PERSON*
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 29264K105 PAGE OF PAGES
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOMED Acquisition Corp.
S.S. or I.R.S. Identification No. of Above Person: N/A
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, AF
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,731,139
OWNED BY -------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,731,139
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,731,139
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 92.07
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement relates to the issued and outstanding shares of
common stock, par value $0.001 per share (the "Company Common Stock"), of
EndoSonics Corporation, a Delaware corporation, (the "Company" or
"EndoSonics"), including the related rights to purchase preferred stock
(the "Rights") issued pursuant to the Preferred Shares Rights Agreement,
dated October 20, 1998, between the Company and ChaseMellon Shareholders
Services, L.L.C. The principal executive offices of EndoSonics are located
at 2870 Kilgore Road, Rancho Cordova, CA 95670.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is being filed by JOMED N.V., a
corporation organized under the laws of The Netherlands ("JOMED"), and
JOMED Acquisition Corp., a Delaware corporation, a wholly-owned subsidiary
of JOMED ("Purchaser" and, together with JOMED, the "Reporting Person").
The principal executive offices of JOMED and Purchaser are located at
Drottninggatan 94, S-25 21 Helsingborg, Sweden.
JOMED designs, develops, manufactures and markets medical devices
for minimally invasive therapy, including interventional cardiology and
interventional radiology and other minimally invasive
cardiovascularsurgical procedures. JOMED's products are aimed at providing
alternatives to drug therapy and highly invasive surgical treatments of
vascular diseases. Its product offerings include a range of coronary and
peripheral stents, stent grafts, angioplasty balloons and catheters. JOMED
markets its products in over 60 countries through a direct sales force and
a network of distributors. In addition, JOMED is developing new products
for cardiac assist and minimally invasive cardiovascular surgery. Purchaser
is a recently incorporated Delaware corporation organized solely to carry
out certain transactions in connection with the acquisition of the Shares
and the Merger (as defined herein).
Information as to each of the executive officers and directors of
JOMED is set forth on Annex A hereto. Each of such persons on Annex A is a
citizen of Sweden, except for Dr. Peter Klemm (Germany), Rudi Ott
(Switzerland) and Dr. Randolf von Oepen (Germany). Information as to each
of the executive officers and directors of Purchaser is set forth on Annex
B hereto. Each of such persons on Annex B is a citizen of Sweden, except
for Dr. Peter Klemm (Germany).
(d) During the last five years, neither the Reporting Person nor,
to the best of the Reporting Person's knowledge, any of the individuals
named in Annex A or Annex B hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor,
to the best of the Reporting Person's knowledge, any of the individuals
named in Annex A or Annex B hereto, has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by the Purchaser to purchase
Shares is estimated to be approximately $208,000,000 plus any related
transaction fees and expenses. The Purchaser will obtain such funds from
JOMED. On August 4, 2000, JOMED and Credit Suisse First Boston (Europe)
Limited ("CSFB Europe") signed a commitment letter ("CSFB Europe
Commitment") pursuant to which CSFB Europe agreed, subject to the
satisfaction of certain conditions, to, among other things, provide at
least $150,000,000 through an offering of JOMED's ordinary shares (the
"JOMED Equity Offering"). JOMED expects to fund approximately $168,000,000
of its cash contribution from the JOMED Equity Offering, with the remainder
expected to come from JOMED's existing resources and internally generated
funds, including short-term borrowing in the ordinary course of business.
JOMED closed the JOMED Equity Offering on September 19, 2000.
On September 13, 2000, CSFB Europe and JOMED executed a purchase
agreement ("Purchase Agreement") pursuant to which JOMED proposed to issue
and sell to CSFB Europe and CSFB Europe proposed to procure purchasers for,
failing which to purchase, 3,165,535 of JOMED's ordinary bearer shares,
nominal value (U)0.01 per shares, in order for CSFB Europe to provide
approximately $175,000,000 under the JOMED Equity Offering.
The CSFB Europe Commitment provides for the payment of an up-front
fee of 1% of the JOMED Equity Offering, a fee of 0.5% when the Offer (as
defined herein) is launched and a fee of 3.5% on closing of the JOMED
Equity Offering. In addition, an incentive fee of 0.5% will be payable to
CSFB Europe at JOMED's discretion.
The foregoing description of the copies of the CSFB Europe
Commitment and the Purchase Agreement is qualified in its entirety by
reference to the text of the CSFB Europe Commitment and the Purchase
Agreement respectively, copies of which are included as Exhibits I and II
hereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information set forth in "Introduction", "The Merger
Agreement", "Purpose of the Offer; Plans for the Company", "Certain Effects
of the Offer", and "Dividends and Distributions" in an offer to purchase
dated August 21, 2000 (the "Offer"), a copy of which is included as Exhibit
III hereto, is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The Reporting Person beneficially owns 16,731,139 shares
of the Company Common Stock (the "Shares"). The Shares represent
approximately 92.07 percent of the total number of outstanding shares of
The Company Common Stock. The Reporting Person has sole power to vote or
direct the vote of the Shares and to dispose or direct the disposition of
the Shares. The Reporting Person owned 268,100 shares of the Company Common
Stock prior to the Offer. The rest of the Shares were acquired by the
Reporting Person on September 19, 2000 at the price of $11.00 per share in
cash, pursuant to the Offer by the Purchaser on August 21, 2000 and which
expired on September 19, 2000. The total consideration paid for the shares
acquired through the Offer was approximately $181,093,429. To the best of
the Reporting Person's knowledge, none of the individuals named in Annex A
or Annex B hereto beneficially own any of the Shares.
(c) Neither the Reporting Person nor, to the Reporting Person's
knowledge, any of the individuals named in Annex A or Annex B hereto, has
effected any transaction in the Shares during the past 60 days.
(d) To the best of the Reporting Person's knowledge, no other
person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except the information as set forth in "Certain Information
Concerning JOMED and the Purchaser", "Background of the Offer; Past
Contracts or Negotiations with the Company", "The Merger Agreement", and
"Purpose of the Offer; Plans for the Company" in the Offer, neither the
Reporting Person nor, to the best of the Reporting Person's knowledge, any
of the persons listed in Annex A or Annex B, have any contracts,
arrangements, understandings or relationships with any other person with
respect to any securities of the Company (including, but not limited to,
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of
proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I Offer to Purchase, dated August 21, 2000, by
Purchaser (previously filed as Exhibit (a)(1)(A) to the
Schedule 14D-1 filed by the Reporting Person on August
21, 2000).
Exhibit II Agreement and Plan of Merger, dated as of August 5,
2000, among JOMED, Purchaser, and EndoSonics (previously
filed as Exhibit (d)(1) to the Schedule 14D-1 filed by
the Reporting Person on August 21, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 20, 2000
JOMED N.V.
By: /s/ Tor Peters
---------------------------------
Name: Tor Peters
Title: President
JOMED Acquisition Corp.
By: /s/ Tor Peters
---------------------------------
Name: Tor Peters
Title: President
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
OF JOMED AND THE PURCHASER
DIRECTORS AND EXECUTIVE OFFICERS OF JOMED
The following tables set forth the name, present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years for each member of the Management Board
and executive officer, of JOMED N.V. Unless indicated otherwise, each
person is a citizen of Sweden with a principal business address at
Drottninggatan 94, S-252 21 Helsingborg, Sweden.
JOMED Management Board
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME (AND CITIZENSHIP) TITLE EMPLOYMENT
---------------------- ----- -----------------------
<S> <C> <C>
Tor Peters (Sweden)....................... President and Chief Executive Officer JOMED
Antti Ristinmaa (Sweden).................. Vice President of Finance JOMED
Dr. Peter Klemm (Germany)................. Vice President Operations JOMED
Rudi Ott (Switzerland).................... Vice President Clinical and Regulatory
Affairs JOMED
Dr. Randolf von Oepen (Germany)........... Vice President, Research and Development JOMED
</TABLE>
o Tor Peters has served as President and Chief Executive
Officer of JOMED since 1998 and Chief Executive Officer of
JOMED i Helsingborg International AB from 1996 to 1999. From
1993 through 1995, Mr. Peters was Marketing Manager for
Cardiology at SciMed Life Systems Inc. From 1988 to 1993, he
was Sales Manager for Novo Pharma.
o Antti Ristinmaa has been JOMED's Vice President of Finance
since 1998. From 1994 to 1998, Mr. Ristinmaa served as the
Vice President of Business Control and Treasurer for
Perstorp. From 1990 to 1994, he was Vice President of
Finance at Huhtamaki.
o Dr. Peter Klemm is Vice President Operations and is also
responsible for JOMED's cardiac assist products since 1999.
From 1996 to 1999, he was Head of Research for Grunenthal
GmbH. From 1993 to 1996, Dr. Klemm was a senior scientist at
Hoechst Marion Rousel. He received his doctorate in
pharmacology from the University of Mainz and has completed
post-doctoral research at the William Harvey Research
Institute in London.
o Rudi Ott is Vice President Clinical and Regulatory Affairs.
Prior to joining the Company in 1999, he was Vice President
Clinical and Regulatory for Schneider from 1994 to 1999
after having spent 10 years with Ciba-Geigy. He graduated in
1978 from medical school in Germany.
o Dr. Randolf von Oepen joined JOMED in 1994 and became Vice
President, Research and Development, in 1998. Dr. von Oepen
holds a doctorate in mechanical engineering from the RWTH
Institute in Aachen, Germany.
The members of the Management Board may be contacted at JOMED's
executive offices in Helsingborg, Sweden.
JOMED Supervisory Board
The table below sets forth the names and addresses of the current
members of the Supervisory Board of the Company and their principal
occupation or employment history:
<TABLE>
<CAPTION>
DATE OF PRINCIPAL OCCUPATION OR
NAME PRINCIPAL BUSINESS ADDRESS APPOINTMENT EMPLOYMENT
---- -------------------------- ----------- -----------------------
<S> <C> <C> <C>
Jan-Eric Osterlund......... 23 Tedworth Square, February 2, 1998 Chairman of JOMED and
Chelsea, London Chairman or director of several
SW3 4DR investment and healthcare
United Kingdom companies.
Ahmet Aykac................ Rue Albert Einstein December 15, 1999 Professor and Director of the
BP 169 Theseus Institute,
06903 Sophia Antipolis Sophia Antipolis, France
Cedex
France
Siegfried Einhellig........ Schweidnitzer Strasse 33 February 2, 1998 Consultant to JOMED and
80997 Munich director of Prva Obrtnicka
Germany Stedionica.
Lars Sunnanvader........... Silberburgstrasse 6 February 2, 1998 Chairman of the Supervisory
72379 Hechinge Board of JOSTRA
Germany Medizintechnik AG, a medical
device company.
Rene Garo.................. Waldeggstrasse 2 March 24, 2000 Medical Technology Advisor.
St. Niklaus
4532 Feldbrunnen
Switzerland
</TABLE>
o Mr. Jan-Eric Osterlund is a partner of QueQuoin Holdings, an
investment group specializing in medical venture capital
since 1992. He is also chairman of Phairson Medical Ltd (a
UK biotechnology group), Egalet A/S (a Danish drug-delivery
company) and Epiport Ltd (a drug- delivery company). Mr.
Osterlund also serves as a director of Vasogen Inc., a
public Canadian medical device company. He has also been a
director of several Swedish public companies, having served
as Chairman of Investment AB Skrinet and as a director of
Independent Leasing AB.
o Dr. Ahmet Aykac is the Director General of the Theseus
Institute and Professor of Economics and Organizations since
1995. He is also a consultant to the boards of several
national and international agencies and private
organizations. Dr. Aykac is a fellow of the New York Academy
of Sciences.
o Mr. Siegried Einhellig is a consultant to JOMED and a
director of Prva Obrtnicka Stedionica d.d., a Croatian bank,
assisting with its international expansion plans. From 1997
to 1999, Mr. Einhellig was Vice President of Sales for the
JOMED Group and Executive Director of JOMED Deutschland
GmbH. Prior to joining the Company, he was Vice President
Europe for Boston Scientific GmbH's SciMed Division.
o Mr. Lars Sunnanvader is the founder of JOMED. He served as
the Chief Executive Officer of JOMED Implantate GmbH from
1990 to 1999. Mr. Sunnanvader also founded Jostra
Medizintechnik AG and is a member of its Supervisory Board.
o Mr. Rene Garo is a member of the boards of Swisslog Holding
AG (listed on the SWX Swiss Exchange), Illbruck GmbH,
Digital-Logic AG and Confida Consulting AG. He is also an
investment advisor to MicroValue AG. From 1996 to 1999, he
was Chief Executive Officer of Haag-Streit Holding AG, a
producer of ophthalmic diagnostic instruments. Mr. Garo
served as Chief Executive Officer of MattisMedical AG from
1992 to 1996.
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS
OF JOMED ACQUISITION CORP.
The following tables set forth the name, present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years for each member of the Management Board
and executive officer, of JOMED Acquisition Corp. Unless indicated
otherwise, each person is a citizen of Sweden with a principal business
address at Drottninggatan 94, S-252 21 Helsingborg, Sweden.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME (AND CITIZENSHIP) TITLE EMPLOYMENT
---------------------- ----- -----------------------
<S> <C> <C>
Tor Peters (Sweden)....................... President and Director See Annex A
Antti Ristinmaa (Sweden).................. Treasurer and Director See Annex A
Dr. Peter Klemm (Germany)................. Secretary and Director See Annex A
</TABLE>
The members of the Board may be contacted at JOMED's executive
offices in Helsingborg, Sweden.
EXHIBIT INDEX
Exhibit I Offer to Purchase, dated August 21, 2000, by
Purchaser (previously filed as Exhibit (a)(1)(A) to the
Schedule 14D-1 filed by the Reporting Person on August
21, 2000).
Exhibit II Agreement and Plan of Merger, dated as of August 5,
2000, among JOMED, Purchaser, and EndoSonics (previously
filed as Exhibit (d)(1) to the Schedule 14D-1 filed by
the Reporting Person on August 21, 2000).
