-----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, DFD0lA86GiZ9kFV9U/FzUpORbsaWDfo7uMpqAQvpf5A80lLHowsuspRb7tda/lQk zaiFg1MuxtFPiCFxuUPoEw== 0000950123-08-009063.txt : 20080807 0000950123-08-009063.hdr.sgml : 20080807 20080807170659 ACCESSION NUMBER: 0000950123-08-009063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080807 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 08999432 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 8-K 1 y65203e8vk.htm FORM 8-K 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2008
 
DATASCOPE CORP.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  0-6516
(Commission
File Number)
  13-2529596
(IRS Employer
Identification No.)
     
14 Philips Parkway
Montvale, New Jersey

(Address of principal executive offices)
  07645-9998
(Zip Code)
(Registrant’s telephone number, including area code): (201) 391-8100
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01. Other Events
On August 7, 2008, Datascope Corp. issued a press release announcing that it has completed the sale of assets of its vascular closure business, including all assets related to its VasoSeal®, On-Site™ and X-Site® devices and its collagen operation, to St. Jude Medical, Inc. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information, including Exhibit 99.1, furnished in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
  (d)   Exhibits:
       
 
Exhibit 99.1
  Press release announcing that Datascope Corp. has completed the sale of assets of its vascular closure business to St. Jude Medical, Inc.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  DATASCOPE CORP.

Registrant
 
 
  /s/ Henry M. Scaramelli    
       Vice President, Finance and   
       Chief Financial Officer   
 
     Dated: August 7, 2008

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press release announcing that Datascope Corp. has completed the sale of assets of its vascular closure business to St. Jude Medical, Inc.

 

EX-99.1 2 y65203exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
Exhibit No. 99.1
PRESS RELEASE
For Information Contact:

Henry Scaramelli
Chief Financial Officer
Datascope Corp.
(201) 307-5435
www.datascope.com
     FOR IMMEDIATE RELEASE:
Datascope Sells Vascular Closure Assets of its Interventional Products Business
     MONTVALE, NJ, August 7, 2008 . . . Datascope Corp. (NASDAQ: DSCP) today announced that it has completed the sale of assets of its vascular closure business, including all assets related to its VasoSeal®, On-Site™, and X-Site® devices and its collagen operation, to St. Jude Medical, Inc. (NYSE: STJ). Datascope will receive $21.0 million in cash at closing, and $3.0 million upon the expiration of an 18 month indemnification period. The carrying value of the assets and other direct expenses related to the sale was approximately $23.7 million.
     This transaction completes Datascope’s previously announced plan to exit the vascular closure market and phase out its Interventional Products business. In February 2007, Datascope sold its ProGuide chronic dialysis catheter product line to Merit Medical Systems, Inc., for $3 million plus a royalty on future ProGuide sales.
     The assets sold have been classified as “held-for-sale” in the Balance Sheet, and the results of operations of the Interventional Products business are shown in net earnings from discontinued operations in Datascope’s Consolidated Statement of Earnings. The sale of vascular closure assets to St. Jude Medical was separate from the exploration of strategic alternatives, announced on June 4th, which is being conducted by the Company’s financial advisor, Lehman Brothers.
     Datascope’s Chief Operating Officer, Dr. Antonino Laudani, commented, “We are pleased to complete this transaction, which enhances our focus on Datascope’s continuing businesses; Cardiac Assist and InterVascular. As we move forward, we will continue our efforts to optimize Datascope’s asset portfolio and drive value for our shareholders.”
     About Datascope Corp.
     Datascope Corp. is the global leader of intra-aortic balloon counterpulsation and a diversified cardiovascular device company that develops, manufactures and markets proprietary products for clinical health care markets in interventional cardiology, cardiovascular and vascular surgery, and critical care. The Company’s products are sold throughout the world through direct sales representatives and independent distributors. Founded in 1964, Datascope is headquartered in Montvale, New Jersey. For news releases, webcasts and other Company information please visit Datascope’s website, www.datascope.com.

 


 

     Safe Harbor Statement
     The statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbors provided therein. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Many of these risks cannot be predicted or quantified and are at least partly outside our control, including the risk that that the Company will be able to optimize its asset portfolio, as well as other risks detailed in documents filed by Datascope with the Securities and Exchange Commission. The forward-looking statements included in this press release are made only as of the date of this report and the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

 

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