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 3, 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
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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 3, 2008, AngioDynamics, Inc. (the “Company”) announced that the United
States Bankruptcy Court for the District of Massachusetts, Western Division,
granted an order approving the Company’s purchase of certain United States
assets of Diomed Holdings and its wholly-owned subsidiary, Diomed, Inc.
pursuant
to the previously disclosed asset purchase agreements between the Company and
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”).
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. Pursuant to the Asset Purchase Agreements, the Company
agreed to pay $8 million in cash for certain United States assets of Diomed
Holdings and $3 million in cash for certain United Kingdom assets of Diomed
Limited. Each transaction is subject to, among other things,
customary closing conditions set forth in the Asset Purchase
Agreements.
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.
A copy of the press release issued by
the Company on June 3, 2008, announcing the order 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.
(Registrant)
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Date:
June 5, 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 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
Purchase of Certain Diomed Assets in the United States Approved by Bankruptcy
Court
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Acquisition
of Certain Diomed Assets in the United States and the United Kingdom
Expected to Close on or About June 16,
2008
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Transaction
to Strengthen AngioDynamics’ Presence in Endovenous Laser Market for Treatment
of Varicose Veins
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 the United States Bankruptcy
Court for the District of Massachusetts, Western Division, has granted an order
approving AngioDynamics’ purchase of certain United States assets of Diomed
Holdings and its wholly-owned subsidiary, Diomed, Inc. The sale
conditions are set forth in a definitive asset purchase agreement, whereby
AngioDynamics has agreed to pay $8 million in cash for the United States assets
and $3 million in cash for certain United Kingdom Assets of Diomed
Limited. The final purchase price will be subject to adjustment for
changes in working capital at the closing date. The Company expects
to simultaneously close the purchase of both the United States and United
Kingdom assets on or about June 16, 2008.
“The
acquisition of Diomed’s United States and United Kingdom assets will greatly
strengthen our worldwide presence in the high-growth market to treat varicose
veins,” said Eamonn Hobbs, President and CEO of
AngioDynamics. “The acquisition, combined with the recent settlement
with VNUS Medical that provides us with a license to certain patents for use in
endovenous laser therapy, enhances our ability to provide physicians with
innovative technologies for superior patient care. We believe
Diomed’s endovenous laser products will be an excellent complement to our venous
product line and once the purchase closes we will begin to integrate the
businesses and expand our sales organization in both the United States and
overseas.”
On
April 10, 2008, AngioDynamics announced it had 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. was subject to an auction process administered by the bankruptcy court as a
result of Diomed’s Chapter 11 bankruptcy proceedings. Diomed’s United
States and United Kingdom businesses are engaged in the sale of systems for the
endovenous laser treatment of varicose veins, and in the 12-month period ending
September 30, 2007, Diomed had worldwide sales of $25.4 million. The
agreements do not provide for the acquisition of any interest in Diomed’s legal
judgment award against Vascular Solutions.
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.
###