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 18, 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 18, 2008, AngioDynamics, Inc. (the “Company”) consummated the previously
disclosed acquisition of certain assets of Diomed Holdings, Inc., Diomed, Inc.
and Diomed Limited in the United States and the United Kingdom pursuant to asset
purchase agreements entered into on April 9, 2008 (the “Asset Purchase
Agreements”).
Pursuant
to the Asset Purchase Agreements, the Company paid $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. The Asset Purchase
Agreements did not provide for the acquisition of any interest in Diomed's legal
judgment against Vascular Solutions, and the Company did not assume any
potential liability with respect to Diomed's litigation with VNUS.
Copies
of the Asset Purchase Agreements will be filed with the Company’s Annual Report
on Form 10-K and the description above is qualified in its entirety by reference
thereto.
A
copy of the press release issued by the Company on June 18, 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" within the
meaning of 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. 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, and/or 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 integrate the purchased
Diomed businesses described above, the ability of the Company to develop its
existing and new 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 18, 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 18, 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 18, 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
Completes Acquisition of U.S. and U.K. Diomed Assets
QUEENSBURY, NY (June 18, 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 completed its
acquisition of certain U.S. and U.K assets of Diomed, Inc. The
purchase price for the assets is $11 million subject to adjustment for changes
in working capital to be determined subsequent to the closing date.
“With
the acquisition of Diomed’s assets, AngioDynamics has substantially strengthened
its position in the worldwide market for the treatment of varicose veins,” said
Eamonn Hobbs, President and CEO of AngioDynamics. “The Diomed
endovenous laser products, combined with our existing venous product line,
provide us with a compelling, comprehensive venous product offering for our
customers and their patients. We will immediately begin integrating the Diomed
business and expanding our sales organization. We welcome the Diomed
customers and employees to the AngioDynamics family. This acquisition, combined
with the recent settlement with VNUS Medical, provides AngioDynamics with
valuable licenses to patents for use in endovenous laser
therapy. This enhances our ability to provide physicians with
innovative technologies for superior patient care in the high growth market to
treat varicose veins,” continued Mr. Hobbs.
Due
to the higher than expected management time required to close the Diomed
transactions and the VNUS settlement, the Company now plans to provide fiscal
2009 guidance during it’s year end earnings conference call scheduled for July
24.
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
This
release contains forward-looking statements within the meaning of 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. These forward looking statements are not guarantees
of future performance and are subject to risks and
uncertainties. Investors are cautioned that actual events or results
may differ from the Company's expectations. In addition to the matters described
above, without limitation, the ability of the Company to integrate the purchased
Diomed businesses, the ability of the Company to develop its existing and new
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.
###