UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): April 10, 2008
AngioDynamics,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-50761
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11-3146460
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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603
Queensbury Avenue, Queensbury, New
York 12804
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(Address
of Principal Executive
Offices)
(Zip
Code)
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(518)
798-1215
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(Registrant’s
telephone number, including area
code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
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Item
1.01 – Entry into a Material Definitive Agreement.
On
April 10, 2008, AngioDynamics, Inc. (the “Company”) entered into asset purchase
agreements with Diomed Holdings, Inc., Diomed, Inc and Diomed Limited for the
acquisition of certain Diomed assets in the United States and United Kingdom
(the “Asset Purchase Agreements”). The agreement with Diomed
Holdings, Inc. and Diomed, Inc. is subject to an auction process administered by
the U.S. bankruptcy court, as a result of Diomed's Chapter 11 bankruptcy
proceedings, which commenced on March 14, 2008.
Copies
of the Asset Purchase Agreements will be filed with the Company’s Annual Report
on Form 10-K and the description below is qualified in its entirety by reference
thereto. The Company has agreed to pay $8 million in cash for the
assets of Diomed’s U.S. business engaged in the sale of systems used in the
endovenous laser treatment of varicose veins. In addition, the
Company has agreed to pay $3 million in cash for the assets of
Diomed’s U.K. business based in Cambridge, England. Diomed’s U.K.
operations manufacture and distribute systems used in the endovenous laser
treatment of varicose veins and was placed under the control of a U.K.
Insolvency Administrator on March 14, 2008. The offer to purchase
Diomed’s U.S. assets is contingent on the Company’s purchase of Diomed’s U.K.
assets. The offer to purchase Diomed’s UK assets is contingent upon
the entry of an order in the U.S. bankruptcy court authorizing the purchase of
the U.S. assets.
The
Asset Purchase Agreements do not provide for the acquisition of any interest in
Diomed's legal judgment against Vascular Solutions, and the Company is not
assuming any potential liability with respect to Diomed's litigation with
VNUS.
Pursuant
to the terms of the agreement with Diomed Holdings and Diomed Inc, the Company
may provide up to $1.3 million in debtor-in-possession financing that will be
secured by a perfected first priority lien on all of Diomed’s assets in the U.S.
and will be repayable together with interest on the earlier of the closing of
the transactions contemplated by the Asset Purchase Agreements, the closing of
an alternative transaction or May 30, 2008.
A copy of the press release issued by
the Company on April 10, 2008, announcing the Asset Purchase Agreements is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking
Statements
This
document and its attachments include "forward-looking statements" intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Investors can identify these statements by the
fact that they do not relate strictly to historical or current facts. These
statements contain words such as "expect,"
"reaffirm," "anticipate," "plan," "believe," "estimate," "may," "will,"
"predict," "project," "might," "intend," "potential," "could," "would,"
"should," "estimate," "seek," "continue," "pursue," or "our future success
depends," or the negative or other variations thereof or comparable terminology,
are intended
to identify such forward-looking statements. In particular, they include
statements relating to, among other things, future actions, strategies, future
performance, future financial results of the Company. These
forward-looking statements are based on current expectations and projections
about future events.
Investors
are cautioned that forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that cannot be
predicted or quantified and, consequently, the actual performance or results of
the Company may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but
are not limited to, the factors described from time to time in the Company's
reports filed with the SEC, including the Company's Form 10-K for the fiscal
year ended June 2, 2007 and Form 10-Q for the period ended February 29, 2008,
financial community and rating agency perceptions of the Company; the effects of
economic, credit and capital market conditions on the economy in general, and on
medical device companies in particular; domestic and foreign health care reforms
and governmental laws and regulations; third-party relations and approvals,
technological advances and patents attained by competitors; and challenges
inherent in new product development, including obtaining regulatory
approvals. In addition to the
matters described above, the ability of the Company to consummate the purchase
of the Diomed businesses described above, the ability of the Company to develop
its products, future actions by the FDA or other regulatory agencies, results of
pending or future clinical trials, the outcome of pending patent litigation,
overall economic conditions, general market conditions, market acceptance,
foreign currency exchange rate fluctuations, and the effects on pricing from
group purchasing organizations and competition, may affect the actual results
achieved by the Company.
Any
forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made. The
Company disclaims any obligation to update the forward-looking
statements. Investors are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date stated, or if
no date is stated, as of the date of this document.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated April 10, 2008.
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SIGNATURE
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.
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ANGIODYNAMICS,
INC.
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(Registrant)
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Date:
April 10, 2008
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By:
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/s/ D. Joseph Gersuk |
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D.
Joseph Gersuk
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated April 10, 2008.
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Exhibit 99.1
FOR IMMEDIATE
RELEASE
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Company
Contact:
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Investor Relations
Contacts:
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Media
Contact:
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AngioDynamics,
Inc.
D. Joseph Gersuk,
CFO
(800) 772-6446
x1608
jgersuk@AngioDynamics.com
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EVC
Group, Inc.
Doug Sherk / Donald
Takaya
(415) 896-6820
dsherk@evcgroup.com
dtakaya@evcgroup.com
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EVC
Group, Inc.
Steve DiMattia
(646) 201-5445
sdimattia@evcgroup.com
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AngioDynamics Offers to Purchase Certain
Diomed Assets in the United States and United Kingdom
Offers Subject to Auction Process and
Approval of Diomed’s Bankruptcy Court; Purchases Would Strengthen AngioDynamics’
Position in the Varicose Vein Treatment Market
QUEENSBURY, N.Y.
April 10, 2008 — AngioDynamics (NASDAQ: ANGO), a leading
provider of innovative medical devices used by interventional radiologists,
nephrologists and surgeons for the minimally invasive treatment of cancer and
peripheral vascular disease, today announced that it has entered into asset
purchase agreements with Diomed Holdings, Inc., Diomed, Inc. and Diomed Limited
for the acquisition of certain assets of Diomed’s business in the United States
and United Kingdom. The agreement with Diomed Holdings, Inc. and
Diomed, Inc. is subject to an auction process administered by the bankruptcy
court, as a result of Diomed's Chapter 11 bankruptcy proceedings, which
commenced on March 14, 2008, and other customary closing
conditions.
AngioDynamics has agreed to pay $8
million in cash for the assets of Diomed’s U.S. business engaged in the sale of
systems for the endovenous laser treatment of varicose veins. In
addition, AngioDynamics has agreed to pay $3 million in cash for the assets of
Diomed’s U.K. business based in Cambridge, England. Diomed’s U.K. operations
manufacture and distribute systems used in the endovenous laser treatment of
varicose veins and was placed under the control of a U.K. Insolvency
Administrator on March 14, 2008. The offer to purchase Diomed’s U.S.
assets is conditioned upon AngioDynamics’ purchase of Diomed’s U.K.
assets. The offer to purchase Diomed’s U.K. assets is conditioned
upon the entry of an order in the U.S. bankruptcy court authorizing the purchase
of the U.S. assets.
The agreements do not provide for the
acquisition of any interest in Diomed's legal judgment award against Vascular
Solutions, and AngioDynamics is not assuming any potential liability with
respect to Diomed's litigation with VNUS.
Under the Agreement with Diomed Holdings
and Diomed Inc, AngioDynamics may provide up to $1.3 million in
debtor-in-possession financing that will be secured by a perfected first
priority lien on all of Diomed’s assets in the United States and will be
repayable together with interest on the earlier of the closing of the
contemplated asset purchase, the closing of an alternative transaction, or May
30, 2008.
In the 12 month period ending September
30, 2007, Diomed had worldwide sales of $25.4 million. Diomed has advised
AngioDynamics that, other than the fact of its March 14, 2007 bankruptcy
filings, it has been operating in the ordinary course of business as a
debtor-in-possession while it has pursued the sale of its
business.
“If we are successful with our offers,
we will strengthen our presence in the growing market to treat varicose veins as
well as expand our sales organization in both the United States and overseas,”
said Eamonn Hobbs, President and CEO of AngioDynamics. “Our plan is
to incorporate the Diomed sales team in both the United States and in Europe
into the AngioDynamics organization and to offer employment to many of the other
Diomed employees.”
About AngioDynamics
AngioDynamics, Inc. is a leading
provider of innovative medical devices used by interventional radiologists,
surgeons, and other physicians for the minimally invasive treatment of cancer
and peripheral vascular disease. The Company's diverse product line includes
market-leading radiofrequency ablation systems, vascular access products,
angiographic products and accessories, dialysis products, angioplasty products,
drainage products, thrombolytic products, embolization products and venous
products. More information is available at
www.angiodynamics.com.
Safe Harbor
The statements made in this document
include forward-looking statements intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of 1995.
Words such as "expects,” “reaffirms” "intends," "anticipates," "plans,"
"believes," "seeks," "estimates," or variations of such words and similar
expressions, are intended to identify such forward-looking statements. Investors
are cautioned that actual events or results may differ from the Company's
expectations. In addition to the matters described above, the ability of the
Company to consummate the purchase of the Diomed businesses described above, the
ability of the Company to develop its products, future actions by the FDA or
other regulatory agencies, results of pending or future clinical trials, overall
economic conditions, general market conditions, market acceptance, foreign
currency exchange rate fluctuations, the effects on pricing from group
purchasing organizations and competition, as well as the risk factors listed
from time to time in the SEC filings of AngioDynamics, Inc., including but not
limited to its Annual Report on Form 10-K for the year ended June 2, 2007, may
affect the actual results achieved by the Company. The Company does
not assume any obligation to publicly update or revise any forward-looking
statements for any reason.
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