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): May 9, 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
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12804
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(518)
798-1215
(Registrant’s
telephone number, including area code)
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
May 9, 2008, AngioDynamics, Inc. (the “Company”) consummated the previously
disclosed acquisition of Oncobionic, Inc. ("Oncobionic") pursuant to the terms
of the definitive Stock Purchase Agreement entered into on October 12, 2006 (the
"Stock Purchase Agreement"). The closing of the acquisition was
conditioned on the successful initial use of Oncobionic’s irreversible
electroporation technology in the first human clinical trial for the treatment
of soft tissue, which was conducted during the first week of April
2008.
Pursuant
to the Stock Purchase Agreement, the Company has acquired Oncobionic for a total
purchase price of $25.4 million, including approximately $400,000 of assumed
liabilities. A deposit of $5 million was paid in October 2006 and $10
million was paid on May 9, 2008 at the closing. Additional installments of $5
million each are due in November 2008 and November 2009. A copy of
the Stock Purchase Agreement was filed with the Company’s Quarterly Report on
Form 10-Q, dated January 11, 2007 and the description above is qualified in its
entirety by reference thereto.
A
copy of the press release issued by the Company on May 13, 2008, announcing the
closing of the acquisition 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 May 13, 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:
May 13, 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 May 13, 2008.
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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
Closes Acquisition of Oncobionic
Company
Will Now Move to Provide 20 IRE Systems to
Soft
Tissue Ablation Thought Leaders
QUEENSBURY, NY (May 13, 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, announced today
that it has completed the acquisition of Oncobionic pursuant to the terms of the
definitive agreement entered on October 12, 2006. The closing of the
acquisition comes as a result of successful initial use of Oncobionic's
irreversible electroporation (IRE) technology in the first human clinical trial
for the treatment of soft tissue, conducted during the first week of April
2008.
“The
closing of the Oncobionic acquisition is a significant landmark for our Company
as we build upon on our reputation of providing breakthrough innovative
technology, while diversifying our business lines and strengthening our strong
IP portfolio," said Eamonn Hobbs, President and CEO of AngioDynamics. “While the
U.S. trial for soft tissue is continuing, a second clinical trial in Italy has
received Institutional Review Board approval and is expected to begin in
June. Our next milestone includes providing 20 IRE systems to thought
leaders in the soft tissue ablation field, who will begin using the systems to
treat patients and develop additional clinical data on the technology. We expect
to place all 20 systems by the end of August 2008.”
On
April 24, AngioDynamics announced that the first human clinical use employing
IRE to ablate soft tissue was completed successfully based on analysis of
biopsies performed on five patients two weeks following their
treatment. The biopsies taken from the treated patients’ prostates
were normal and the patients had no reported side effects.
Under
the agreement, AngioDynamics has acquired Oncobionic for a total purchase price
of $25.4 million, including approximately $400,000 of assumed
liabilities. A deposit of $5 million was paid in October 2006 and $10
million was paid at the Closing on May 9, 2008. An additional $5 million is due
in November 2008 and the final installment of $5 million will be paid in
November 2009.
About
Irreversible Electroporation
Irreversible
Electroporation (IRE) is a non-thermal tissue ablation technique in which
electrical fields are used to create nano-scale defects in a cell’s membrane,
which causes cell death only in the targeted tissue, without destroying critical
structures such as ducts, blood vessels and nerves. A research team
headed by Boris Rubinsky, Distinguished Professor of Bioengineering at the
University of California, Berkeley, invented the IRE technology used in the
ongoing trials. The technology was exclusively licensed by the
University of California to Oncobionic for commercial
development. With the close of the acquisition of Oncobionic,
AngioDynamics has taken ownership of the exclusive license along with a
developing portfolio of Intellectual Property in the area of IRE.
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.
###