-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExQyACaBeRLNDUjhZK3u2MF1P1ZO18QS6+mZhv1nqlLag+Rtnb1nHRgwWTfhs/zo 8huCZqr09MItOy/bodTnaA== 0000950008-97-000411.txt : 19971127 0000950008-97-000411.hdr.sgml : 19971127 ACCESSION NUMBER: 0000950008-97-000411 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971126 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO THERAPEUTICS INC CENTRAL INDEX KEY: 0000311407 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330569235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51975 FILM NUMBER: 97729018 BUSINESS ADDRESS: STREET 1: 1062 CALLE NEGOCIO #F CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 7143610616 MAIL ADDRESS: STREET 1: 1062 CALLE NEGOCIO #F CITY: SAN CLEMENTE STATE: CA ZIP: 92673 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUIDANT CORP CENTRAL INDEX KEY: 0000929987 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351931722 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204-5129 BUSINESS PHONE: 3179712000 MAIL ADDRESS: STREET 1: P O BOX 44906 STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0906 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MICRO THERAPEUTICS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 59500W 10 0 - ------------------------------------------------------------------------------- (CUSIP Number) Keith E. Brauer Guidant Corporation 111 Monument Circle, 29th Floor Indianapolis, Indiana 46204 (317) 971-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) WITH A COPY TO: Katharine A. Martin Pillsbury Madison & Sutro LLP 2550 Hanover Street Palo Alto, CA 94304-1115 (650) 233-4500 November 17, 1997 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 8 Pages - -------------------------------------------------------------------------------- CUSIP No. 59500W 10 0 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guidant Corporation 35-1931722 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana, U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 487,804 NUMBER OF SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER Not Applicable OWNED BY EACH REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 487,804 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,804 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.99% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 2 of 8 Pages Item 1. Security and Issuer. - ------- ------------------- The class of equity securities to which this statement relates is the common stock, par value $0.001 per share (the "Common Stock"), of Micro Therapeutics, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 1062 Calle Negocio #F, San Clemente, CA 92673. Item 2. Identity and Background. - ------- ----------------------- (a) This statement is filed by Guidant Corporation, an Indiana corporation ("Guidant"). The principal business of Guidant is the design, development, manufacture and marketing of medical devices. (b) Address: 111 Monument Circle, 29th Floor, Indianapolis, Indiana 46204. (c) Set forth in Schedule I to this Schedule 13D are the name and present principal occupation or employment of each of Guidant's executive officers and directors. (d) During the last five years, neither Guidant, nor, to Guidant's knowledge, any of the persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding. (e) During the last five years, neither Guidant nor, to Guidant's knowledge, any of the other persons with respect to whom information is given in response to this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) To Guidant's knowledge, all directors and executive officers of Guidant named in Schedule I to this Schedule 13D are citizens of the United States, except for Ruedi E. Wagner, who is a citizen of Switzerland. Item 3. Source and Amount of Funds or Other Consideration. - ------- ------------------------------------------------- Pursuant to the Convertible Subordinated Note Agreement, dated November 17, 1997, by and between the Issuer and Guidant (the "Convertible Note Agreement"), the Issuer issued and delivered to Guidant, and Guidant purchased, in a private placement Issuer's 5% Convertible Subordinated Note, due October 31, 2002 (the "Convertible Note"), in the principal amount of Five Million Dollars ($5,000,000). Guidant paid the Five Million Dollar ($5,000,000) purchase price for the Convertible Note using working capital available to it. The principal amount of the Convertible Note, in whole or in part, may be converted at any time into shares of Common Stock at a per share conversion price of $10.25. Such conversion price is subject to adjustment as set forth in the Convertible Note Agreement. In addition, under the Convertible Note Agreement, Guidant agreed to purchase up to Three Million Dollars ($3,000,000) worth of Common Stock at the option of the Issuer, contingent upon certain milestones being reached under the Convertible Note Agreement (the "Purchase Option"). Guidant also agreed to loan to the Issuer an amount not to exceed an aggregate of Two Million Page 3 of 8 Pages Dollars ($2,000,000), contingent upon certain milestones being reached under the Convertible Note Agreement (the "Credit Agreement"). Upon the achievement of one of the milestones, Guidant agreed to provide the Issuer up to Two Million Five Hundred Thousand Dollars ($2,500,000) at the option of the Issuer, in any combination of (i) Common Stock purchases pursuant to the Purchase Option, and/or (ii) lendings pursuant to the Credit Agreement. Pursuant to Guidant's right to convert the Convertible Note into 487,804 shares of Common Stock effective on November 17, 1997, such shares are now deemed to be "beneficially owned" pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), bringing Guidant's beneficial ownership of the Common Stock to more than five percent (5%). Item 4. Purpose of Transaction. - ------- ---------------------- As disclosed in Item 3 above, Guidant purchased the Convertible Note, pursuant to the terms and conditions of the Convertible Note Agreement. The Convertible Note was acquired by Guidant solely for investment purposes. Except for the potential purchases pursuant to the Purchase Option disclosed above, Guidant has no present plans or proposals with respect to the Issuer that relate to or could result in the occurrence of any of the following events: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------ (a)-(b) As a result of Guidant's purchase of the Convertible Note, Guidant beneficially owns 487,804 shares of Common Stock on the date hereof, or approximately 6.99% of the 6,977,395 shares of Common Stock that would be issued and outstanding as of November 17, 1997, assuming the conversion of the Convertible Note into shares of Common Stock as of such date. Guidant may be deemed to have the sole power to vote (and to direct the vote of) and to dispose of (and direct the disposition of) the 487,804 shares of Common Stock owned of record by it (assuming the conversion of the Convertible Note into shares of Common Stock). Page 4 of 8 Pages To Guidant's knowledge, no shares of Common Stock are beneficially owned by any of the persons named in Schedule I, except for such beneficial ownership, if any, arising solely from the purchase of the Convertible Note. (c) Neither Guidant, nor, to Guidant's knowledge, any person named in Schedule I, has effected any transaction in the Common Stock during the past sixty (60) days, except as disclosed herein. (d) Except for Guidant, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------- --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Except as described in Item 4, Guidant has no contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any security of the Issuer, including, but not limited to, transfer or voting of any 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. Materials To Be Filed as Exhibits. - ------- ---------------------------------- None. Page 5 of 8 Pages SIGNATURE --------- After reasonable 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. Dated: November 25, 1997 GUIDANT CORPORATION By /s/ Keith E. Brauer ------------------------------------- Keith E. Brauer Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Page 6 of 8 Pages SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF GUIDANT
PRINCIPAL OCCUPATION OR EMPLOYMENT NAME TITLE (IF DIFFERENT FROM TITLE) James M. Cornelius Chairman of the Board and Director (Principal Executive Officer) Ronald W. Dollens President, Chief Executive Officer and Director (Principal Executive Officer) J.B. King Vice President, General Counsel and Secretary James R. Baumgardt President, Western Hemisphere Sales Keith E. Brauer Vice President, Finance and Chief Financial Officer (Principal Financial Officer) A. Jay Graf President, Cardiac Rhythm Management Group Ginger L. Howard President, Vascular Intervention Group Cynthia L. Lucchese Treasurer Roger Marchetti Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) Richard M. van Oostrom President of Operations, Europe, Middle East, and Africa F. Thomas (Jay) Watkins, III President, Minimally Invasive Systems Group Joseph A. Yahner Vice President, Human Resources and Corporate Affairs Maurice A. Cox, Jr. Director President, Chief Executive Officer, The Ohio Partners, LLC Page 7 of 8 Pages PRINCIPAL OCCUPATION OR EMPLOYMENT NAME TITLE (IF DIFFERENT FROM TITLE) Enrique C. Falla Director Senior Consultant and Director, The Dow Chemical Company Susan B. King Director Leader in Residence and Chair of the Board of Advisors, Hart Leadership Program, Duke University J. Kevin Moore Director Vice President, Carolinas Medical Center Mark Novitch, M.D. Director Professor of Health Care Sciences, George Washington University Medical Center Eugene L. Step Director Retired Director, Executive Vice President and President of the Pharmaceutical Division, Eli Lilly and Company Ruedi E. Wager, Ph.D. Director President, Chief Executive Officer, ZLB Central Laboratory Blood Transfusion Service SRC
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