DEFA14A 1 c04595defa14a.htm DEFINITIVE PROXY STATEMENT - ADDITIONAL MATERIALS defa14a
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant   þ
  Filed by a Party other than the Registrant   o
 
  Check the appropriate box:

  o   Preliminary Proxy Statement
  o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  o   Definitive Proxy Statement
  þ   Definitive Additional Materials
  o   Soliciting Material Pursuant to §240.14a-12

CABG MEDICAL, INC.


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

  þ   No fee required.
  o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

        1) Title of each class of securities to which transaction applies:


        2) Aggregate number of securities to which transaction applies:


        3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


        4) Proposed maximum aggregate value of transaction:


        5) Total fee paid:


        o   Fee paid previously with preliminary materials.


        o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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        2) Form, Schedule or Registration Statement No.:


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SEC 1913 (02-02) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


 

(CABG MEDICAL, INC. LOGO)
       
 
Contacts:     
  Manny Villafaña
 
 
  Chairman & CEO,
 
 
  John L. Babitt
 
 
  President & CFO
 
 
  CABG Medical, Inc.
 
 
  PHONE (763) 258 8005
 
 
  FAX (763) 258 8008
FOR IMMEDIATE RELEASE
CABG MEDICAL REVISES UPWARD RANGE OF LIQUIDATION PROCEEDS TO SHAREHOLDERS
Minneapolis, April 24, 2006—CABG Medical, Inc. (NASDAQ: CABG) today announced that it anticipates aggregate cash payments to shareholders of between $1.47 and $1.51 per share pending approval of the Company’s Plan of Liquidation and Dissolution (the “Plan”). A Special Meeting of the Shareholders at which the Plan will be voted on by shareholders is scheduled for 2:00 P.M. Central Daylight Time (3:00 P.M. Eastern Daylight Time) on Thursday, April 27, 2006.
     “We have taken swift measures to cut our costs and maximize cash available to shareholders,” commented Manny Villafana, the Company’s Chairman and Chief Executive Officer. “These efforts allow us to revise our range of the potential distribution to shareholders upward. We remain focused on the activities of winding down CABG Medical and will work diligently to ensure financial resources are preserved for distribution to shareholders.”
     Upon approval of the Plan, the Company will close its stock transfer books at the opening of business on April 28, 2006, and its shares will no longer trade on the Nasdaq Exchange. All shareholders of record at the time the transfer books are closed will be eligible for liquidating distributions. Assuming the Plan is approved at the Special Meeting, the Company anticipates an initial distribution of $1.47 per share would be made during the month of May. After the Company has completed the statutory shut-down procedures, a second distribution of remaining funds, if any, will be distributed to shareholders.
     The $1.47 to $1.51 per share amount represents the Board of Directors’ estimate of the aggregate amount that could be distributed to the shareholders if: (i) the dissolution is approved by shareholders on April 27, 2006, (ii) there are no significant legal or auditing expenses and (iii) there are no other significant contingent obligations arising prior to the effective date of the dissolution. Patient or other legal claims, contingent obligations, larger than anticipated impairments and discounts on the sale of illiquid assets and larger than expected operational expenses could reduce the amount of cash available for distribution to a significantly greater extent than we currently anticipate.
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