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 5, 2002
CardioGenesis Corporation
| California | 000-28288 | 77-0223740 | ||
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| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 26632 Towne Centre Drive, Suite 320, | ||
| Foothill Ranch, California | 92610 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (714) 649-5000
Item 2. Acquisition or Disposition of Assets.
On April 5, 2002, CardioGenesis Corporation sold 11,501,000 shares of the common stock of Microheart, Inc. (f/k/a Microheart Holdings, Inc.) to Microheart, Inc. for $2,285,150. Microheart, Inc., formerly a subsidiary of CardioGenesis Corporation (f/k/a Eclipse Surgical Technologies, Inc.), was spun off in November 1998 as a privately owned entity in a transaction in which CardioGenesis Corporation retained less than 1% ownership interest in Microheart, Inc. and contributed certain licenses, patents and other intellectual property to Microheart, Inc. As an additional part of the transaction, CardioGenesis Corporation received warrants to purchase additional shares of Microheart, Inc. In November, 2000, CardioGenesis exercised these warrants increasing its stake to over 30% of that company. Douglas Murphy-Chutorian, a former Chief Executive Officer and a former member of the Board of Directors of CardioGenesis Corporation, is also an owner and current Chairman of the Board of Directors of Microheart, Inc. A copy of CardioGenesis Corporation’s April 5, 2002 Share Repurchase Agreement with Microheart, Inc. is included as exhibit 4.1 and is incorporated herein by reference. And a copy of CardioGenesis Corporation’s April 12, 2002 press release announcing CardioGenesis Corporation’s transaction with Microheart, Inc. is included as exhibit 99.1 and is incorporated herein by reference.
Item 5. Other Events
Pursuant to a Share Purchase Agreement, dated April 10, 2002, CardioGenesis Corporation sold 500,000 shares of CardioGenesis Corporation’s common stock to the State of Wisconsin Investment Board for $500,000 on April 11, 2002. The terms of the Share Purchase Agreement between CardioGenesis Corporation and the State of Wisconsin Investment Board granted certain registration rights to the State of Wisconsin Investment Board. A copy of CardioGenesis Corporation’s April 10, 2002 Share Purchase Agreement with the State of Wisconsin Investment Board is included as exhibit 4.2 and is incorporated herein by reference. And a copy of CardioGenesis Corporation’s April 12, 2002 press release announcing the private placement with the State of Wisconsin Investment Board is included as exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Information, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Pro Forma Financial Information:
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect to CardioGenesis Corporation’s sale of 11,501,000 shares of Microheart, Inc. common stock to Microheart, Inc. for $2,285,150 on April 5, 2002 and to CardioGenesis Corporation’s sale of 500,000 shares of CardioGenesis Corporation common stock to the State of Wisconsin Investment Board on April 10, 2002. This pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future financial conditions or results of operations of CardioGenesis Corporation.
CARDIOGENESIS CORPORATION
CONSOLIDATED UNAUDITED PRO FORMA BALANCE SHEET
(in thousands, except share amounts)
ASSETS
| As Adjusted | ||||||||||||||
| February 28, | Pro Forma | February 28, | ||||||||||||
| 2002 | Adjustments | 2002 | ||||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||||
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Current
assets:
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Cash and
cash equivalents
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$ | 1,558 | $ | 2,735 | $ | 4,293 | ||||||||
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Accounts
receivable
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2,228 | 2,228 | ||||||||||||
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Inventories
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2,729 | 2,729 | ||||||||||||
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Prepaids
and other assets
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495 | 495 | ||||||||||||
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Total
current assets
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7,010 | 2,735 | 9,745 | |||||||||||
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Property
and equipment, net
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791 | 791 | ||||||||||||
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Other
assets
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1,671 | 1,671 | ||||||||||||
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Total
assets
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$ | 9,472 | $ | 2,735 | $ | 12,207 | ||||||||
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LIABILITIES AND SHAREHOLDERS’
EQUITY
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Current
liabilities:
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Accounts
payable
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$ | 1,307 | $ | 1,307 | ||||||||||
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Accrued
liabilities
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4,119 | 4,119 | ||||||||||||
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Customer
deposits
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54 | 54 | ||||||||||||
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Deferred
revenue
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854 | 854 | ||||||||||||
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Current
portion of capital lease obligation
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29 | 29 | ||||||||||||
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Current
portion of long-term liabilities
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245 | 245 | ||||||||||||
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Total
current liabilities
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6,608 | — | 6,608 | |||||||||||
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Capital
lease obligation, less current portion
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29 | 29 | ||||||||||||
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Total
liabilities
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6,637 | — | 6,637 | |||||||||||
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Shareholders’
equity:
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Common
stock
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167,734 | 475 | (b) | 168,209 | ||||||||||
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Accumulated
other comprehensive loss
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(88 | ) | (88 | ) | ||||||||||
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Accumulated
deficit
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(164,811 | ) | 2,260 | (a) | (162,551 | ) | ||||||||
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Total
shareholders’ equity
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2,835 | 2,735 | 5,570 | |||||||||||
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Total
liabilities and shareholders’ equity
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$ | 9,472 | $ | 2,735 | $ | 12,207 | ||||||||
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| (a) | Proceeds and gain from the sale of the Company’s ownership interest in Microheart, Inc., net of estimated expenses of $25,000. | |
| (b) | Proceeds from the sale of 500,000 shares of common stock at $1.00 per share, net of $25,000 of estimated expenses. |
| (c) | Exhibits: |
Pursuant to General Instruction F of Form 8-K, the following documents are incorporated by reference herein and attached as exhibits hereto:
| Exhibit |
Description
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| 4.1 | Share Repurchase Agreement, dated April 5, 2002, between CardioGenesis Corporation and Microheart, Inc. | |
| 4.2 | Share Purchase Agreement, dated April 10, 2002, between CardioGenesis Corporation and the State of Wisconsin Investment Board | |
| 99.1 | CardioGenesis Corporation’s April 12, 2002 press release announcing the Microheart, Inc. transaction and the private placement with the State of Wisconsin Investment Board |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARDIOGENESIS CORPORATION | ||
| Date: April 12, 2002 | By: | /s/ DARRELL F. ECKSTEIN |
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Darrell F. Eckstein Vice President and Interim Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit | Description | |
| 4.1 | Share Repurchase Agreement, dated April 5, 2002, between CardioGenesis Corporation and Microheart, Inc. | |
| 4.2 | Share Purchase Agreement, dated April 10, 2002, between CardioGenesis Corporation and the State of Wisconsin Investment Board | |
| 99.1 | CardioGenesis Corporation’s April 12, 2002 press release announcing the Microheart, Inc. transaction and the private placement with the State of Wisconsin Investment Board |