form8k.htm
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)

Delaware
000-50761
11-3146460
(State or Other Jurisdiction of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

 
603 Queensbury Avenue, Queensbury, New York       12804
       (Address of Principal Executive Offices)                         (Zip Code)
 
(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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
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.
 
 Exhibit No.
  
Description
 
99.1
  
Press Release dated June 18, 2008.



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.
 
   
ANGIODYNAMICS, INC.
   
(Registrant)
     
     
Date: June 18, 2008
By:
          /s/ D. Joseph Gersuk  
   
      D. Joseph Gersuk
   
      Chief Financial Officer




EXHIBIT INDEX

 Exhibit No.
  
Description
 
99.1
  
Press Release dated June 18, 2008.