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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997.
Commission File Number
0-22233
ENDOCARDIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1724963
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1350 ENERGY LANE, SUITE 110, ST. PAUL, MN 55108
(Address of principal executive offices) (Zip Code)
(612) 644-7890
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of Common Stock, par value $.01 per share, held
by non-affiliates of the registrant as of March 27, 1998 was approximately
$53,727,716 (based on the last sale price of such stock as quoted on the Nasdaq
National Market ($14.00) on such date).
As of March 27, the number of shares outstanding of the registrant's Common
Stock, par value $.01 per share, was 8,975,895.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement dated May 21, 1998 for the
1998 Annual Meeting of Shareholders are incorporated by reference into Part III
of this Annual Report on Form 10-K (the "Form 10-K Report").
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The undersigned registrant hereby amends Part IV, Item 14(a)(3), entitled
"Exhibits", of its Annual Report on Form 10-K for the fiscal year ended December
31, 1997 to add the following exhibit:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report
(3) EXHIBITS
10.13** Distribution/Supply Agreement, dated September 8, 1997, between the
Company and Medtronic, Inc. (incorporated by reference to Exhibit
10.13 to the Company's Registration Statement on Form S-1, dated July
23, 1997, as amended on January 9, 1998, June 4, 1998 and July 31,
1998 (File No. 333-31927))
** Pursuant to Rule 406 of the Securities Act of 1933, as amended,
confidential portions of Exhibit 10.13 have been deleted and filed
separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: July 31, 1998 ENDOCARDIAL SOLUTIONS, INC.
By /s/ James W. Bullock
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President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO.
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3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, dated January 29, 1997, as amended on March 5,
1997, March 13, 1997 and March 18, 1997 (File No. 333-20677))
3.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-1, dated January 29,
1997, as amended on March 5, 1997, March 13, 1997 and March 18, 1997
(File No. 333-20677))
4.1 Warrant Agreement dated November 18, 1993 between the Company and Tikkun
Resource Development relating to warrant issued to Tikkun Resource
Development to purchase shares of Common Stock (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on Form
S-1, dated January 29, 1997, as amended on March 5, 1997, March 13, 1997
and March 18, 1997 (File No. 333-20677))
4.2 Warrant Agreement dated November 15, 1994 between the Company and
Comdisco, Inc. relating to Warrant issued to Comdisco, Inc. to purchase
shares of Series B Preferred Stock (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-1, dated January
29, 1997, as amended on March 5, 1997, March 13, 1997 and March 18, 1997
(File No. 333-20677))
4.3 Warrant Agreement dated August 20, 1996 between the Company and
Comdisco, Inc. relating to Warrant issued to Comdisco, Inc. to purchase
shares of Series D Preferred Stock (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-1, dated January
29, 1997, as amended on March 5, 1997, March 13, 1997 and March 18, 1997
(File No. 333-20677))
10.1 Real Property Lease Agreement dated September 15, 1993 between the
Company and the Port Authority of St. Paul, together with Amendment Nos.
1, 2 and 3 thereto dated February 6, 1995, May 16, 1995, June 4, 1996,
respectively (incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1, dated January 29, 1997, as amended
on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.2 Amendment No 4 to the Real Property Lease Agreement dated September 15,
1993 between the Company and the Port Authority of St. Paul (previously
filed)
10.3 Master Lease Agreement dated November 14, 1994, as amended, between the
Company and Comdisco, Inc., with Exhibits (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-1, dated
January 29, 1997, as amended on March 5, 1997, March 13, 1997 and March
18, 1997 (File No. 333-20677))
10.4* 1993 Long-Term Incentive and Stock Option Plan, including forms of
option agreements (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1, dated January 29, 1997, as
amended on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.5* Directors' Stock Option Plan (incorporated by reference to Exhibit 10.4
to the Company's Registration Statement on Form S-1, dated January 29,
1997, as amended on March 5, 1997, March 13, 1997 and March 18, 1997
(File No. 333-20677))
10.6* 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.5 to the Company's Registration Statement on Form S-1, dated January
29, 1997, as amended on March 5, 1997, March 13, 1997 and March 18, 1997
(File No. 333-20677))
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10.7* Employment Agreement dated May 25, 1994 between the Company and James W.
Bullock (incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, dated January 29, 1997, as amended
on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.8* Change in Control Agreement dated June 28, 1996 between the Company and
Dennis J. McFadden (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1, dated January 29, 1997, as
amended on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.9 Investment Agreement dated April 26, 1996 between the Company and
Medtronic, Inc. (incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1, dated January 29, 1997, as
amended on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.10 Amended and Restated Investors Rights Agreement dated January 31, 1995,
together with Amendments thereto dated March 1, 1995 and April 26, 1996,
respectively, between the Company and the holders of the Company's
Series A and Series B Preferred Stock (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on Form S-1, dated
January 29, 1997, as amended on March 5, 1997, March 13, 1997 and March
18, 1997 (File No. 333-20677))
10.11 Stock Purchase Agreement between the Company and Medtronic, Inc.
(incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1, dated January 29, 1997, as amended
on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.12 Purchase Agreement between the Company, Piper Jaffray Inc., and Volpe,
Welty & Company LLC (incorporated by reference to Exhibit 1.1 to the
Company's Registration Statement on Form S-1, dated January 29, 1997, as
amended on March 5, 1997, March 13, 1997 and March 18, 1997 (File No.
333-20677))
10.13** Distribution/Supply Agreement, dated September 8, 1997, between the
Company and Medtronic, Inc. (incorporated by reference to Exhibit 10.13
to the Company's Registration Statement on Form S-1, dated July 23,
1997, as amended on January 9, 1998, June 4, 1998 and July 31, 1998
(File No. 333-31927))
11.1 Statement Re: Computation of Net Loss Per Share (previously filed)
23.1 Consent of Ernst & Young LLP (previously filed)
24.1 Power of Attorney (previously filed)
27.1 Financial Data Schedule (previously filed)
99.1 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995 (previously filed)
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* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of the Form 10-K
Report.
** Pursuant to Rule 406 of the Securities Act of 1933, as amended,
confidential portions of Exhibit 10.13 have been deleted and filed
separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
