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): June 2, 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
8.01 – Other Events.
On
June 2, 2008, AngioDynamics, Inc. (the “Company”) entered into a Settlement
Agreement (the "Settlement Agreement") with VNUS Medical Technologies, Inc.
("VNUS") relating to the previously disclosed litigation filed on October 4,
2005, by VNUS against the Company and other defendants entitled VNUS Medical
Technologies, Inc. v. Diomed Holdings, Inc., Diomed Inc., AngioDynamics, Inc.,
and Vascular Solutions, Inc., case no. C05-2972 MMC, filed in the U.S. District
Court for the Northern District of California.
Pursuant
to the Settlement Agreement, the Company has agreed to pay VNUS approximately
$6.8 million and a royalty, payable quarterly, on U.S. sales of NeverTouch™
VenaCure® products from June 1, 2008 until the expiration date of the applicable
patents. In exchange, VNUS has granted the Company a non-exclusive
and non-sublicenseable license to the applicable patents for use in endovenous
laser therapy. All litigation between the parties will be
dismissed.
A copy of the press release issued by
the Company on June 3, 2008, announcing the execution of the Settlement
Agreement 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 June 3, 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:
June 4, 2008
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By:
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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 June 3,
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.
Chris
Gale
(646)
201-5431
cgale@evcgroup.com
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AngioDynamics
Announces Settlement of Patent Litigation with VNUS Medical
Technologies
QUEENSBURY, NY (June 3, 2008) – AngioDynamics, Inc. (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, announced today that it has entered into an
agreement that settles all patent litigation with VNUS Medical
Technologies. Under the terms of the Settlement Agreement, AngioDynamics has agreed to pay VNUS
Medical approximately $6.8 million and a royalty, payable quarterly, on U.S.
sales of NeverTouch™ VenaCure® products
from June 1, 2008 until the expiration date of the applicable
patents. In exchange, VNUS Medical has granted AngioDynamics a
non-exclusive and non-sublicenseable license to the applicable patents for use
in endovenous laser therapy. All litigation between the parties will
be dismissed.
“This
settlement with VNUS allows us to avoid the ongoing risks and expenses of a
trial,” said Eamonn Hobbs, President and CEO of AngioDynamics. “More
importantly, the settlement marks the end of our litigation in the endovenous
laser market for the treatment of varicose veins. With this, we can
now focus on this rapidly growing market without the distraction of
litigation.”
As
a result of the settlement, AngioDynamics will record a litigation expense of
approximately $6.8 million pre-tax and $4.2 after-tax in the fiscal fourth
quarter of 2008, amounting to $0.17 per share. The amount of the
on-going royalty is considered confidential information.
In
October 2005, VNUS Medical Technologies added AngioDynamics and Vascular
Solutions to a lawsuit originally commenced against Diomed, alleging
their infringement of patent numbers 6,258,084; 6,638,273; 6,752,803;
and 6,769,433, all of which relate to the endovascular treatment of varicose
veins.
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 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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