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): 03/27/2009
LeMaitre Vascular, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33092
| Delaware | 04-2825458 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
63 Second Avenue
Burlington, MA 01803
(Address of principal executive offices, including zip code)
781-221-2266
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Information to be included in the report
| Item 1.02 | Termination of Material Definitive Agreement |
On March 2, 2009, LeMaitre Vascular, Inc.’s wholly-owned subsidiary, Biomateriali S.r.l., an Italian limited liability company (“Biomateriali”), entered into a Termination of Distribution Agreement and an Asset Purchase Agreement and (collectively, the “Termination Agreements”) with Edwards Lifesciences AG, a Swiss stock corporation (“Edwards”), to terminate the Supply and Distribution Agreement dated January 1, 2005, by and between Biomateriali and Edwards (as previously amended, the “Distribution Agreement”) and to acquire from Edwards certain assets related to Edwards’ performance of the Distribution Agreement (the “Transaction”). The Transaction closed as previously scheduled on March 27, 2009.
Pursuant to the terms of the Distribution Agreement, Biomateriali had appointed Edwards as the exclusive distributor of its AlboGraft Vascular Graft in Europe, and certain other international markets, for a period commencing on January 1, 2009 and terminating on December 31, 2011. The Distribution Agreement also provided Edwards with certain rights with respect to other markets during the term of the agreement. Under the terms of the Distribution Agreement, Edwards was required to use commercially reasonable efforts to promote the AlboGraft Vascular Graft in its distribution territory and order target quantities of product at agreed-upon pricing, and Biomateriali was required to manufacture and supply the AlboGraft Vascular Graft to Edwards.
Under the terms of the Termination Agreements, Biomateriali paid to Edwards Euro 2,000,000 in cash in exchange for the early termination of the Distribution Agreement and Edwards’ provision of sales and marketing services to Biomateriali. The transition services include sales and marketing cooperation, the provision of detailed customer information, and the continued sale of the AlboGraft Vascular Graft through Edwards in certain markets and to certain customers, for the benefit of Biomateriali, in exchange for a service fee.
Biomateriali further paid to Edwards an additional approximately Euro 625,000 in cash for certain related assets, which include a customer list, assignable customer contracts, and most of Edwards’ AlboGraft inventory.
Other provisions of the Termination Agreements include indemnification by both parties for losses arising out of or relating to certain breaches of, and misrepresentations under, the Termination Agreements.
For purposes of comparison, one Euro was equal to 1.2672 U.S. Dollars on the signing of the Transaction, based on the average exchange rate on March 2, 2009.
| Item 7.01. | Regulation FD Disclosure |
On March 27, 2009, LeMaitre Vascular, Inc. (the “Company”) issued a press release announcing the closing of the Transaction described in Item 1.02 above. A copy of the press release is furnished as Exhibit 99.1 to this report (the “Exhibit”).
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. This press release and the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibit is furnished as part of this report, where indicated:
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release issued by LeMaitre Vascular, Inc. on March 27, 2009, announcing the termination of an agreement with Edwards Lifesciences AG, furnished herewith. |
Signature(s)
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.
| LeMaitre Vascular, Inc. | ||||
| Date: March 27, 2009 | By: | /s/ Aaron M. Grossman | ||
| Aaron M. Grossman | ||||
| Secretary | ||||
Exhibit Index
| Exhibit No. |
Description | |
| EX-99.1 |
Press Release |
Exhibit 99.1
For information contact:
David B. Roberts
President
LeMaitre Vascular, Inc.
781.221.2266 x119
droberts@lemaitre.com
LeMaitre Vascular Completes Termination of AlboGraft Distribution Agreement
BURLINGTON, Mass., Mar 27, 2009 — LeMaitre Vascular, Inc. (Nasdaq: LMAT), a provider of peripheral vascular devices and implants, announced today that it has completed its termination of Edwards Lifesciences’ distribution of the Company’s AlboGraft Vascular Graft, a polyester vascular prosthesis used in the repair or replacement of diseased blood vessels. The Company paid Edwards Lifesciences €2.25 million in exchange for the termination, detailed customer information and transition services provided by Edwards. The Company also repurchased approximately €375,000 of inventory.
“We are pleased to be able to offer the AlboGraft Vascular Graft to our vascular surgeon customers directly through our European sales force,” said David B. Roberts, President of LeMaitre Vascular. “A polyester graft is an essential device in vascular surgery and perfectly complements our product portfolio. Obtaining the distribution rights for this high-quality product allows our Company to now offer implants for both endovascular and open aortic repair.”
The Company expects to record charges of up to $2.5 million associated with this transaction in Q1, 2009.
About LeMaitre Vascular
LeMaitre Vascular is a provider of devices for the treatment of peripheral vascular disease. The Company develops, manufactures and markets disposable and implantable vascular devices to address the needs of vascular surgeons. The Company’s devices are used to treat peripheral vascular disease, a condition that the Company estimates affects more than 20 million people worldwide.
Well-known to vascular surgeons, the Company’s diversified product portfolio consists of brand name devices that are used in arteries and veins outside of the heart including the Expandable LeMaitre Valvulotome, the Pruitt-Inahara Carotid Shunt, the TAArget Thoracic Stent Graft, and the AlboGraft Vascular Graft.
LeMaitre and the LeMaitre Vascular logo are registered trademarks of LeMaitre Vascular, Inc. This press release contains other trademarks and trade names of the Company and third parties.
For more information about the Company, please visit http://www.lemaitre.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this press release regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Specifically, statements regarding the Company’s ability to integrate the AlboGraft Vascular Graft into its European sales and marketing organization are forward-looking statements involving risks and uncertainties. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties that could cause actual results to differ from the results predicted include, but are not limited to, the Company’s ability to realize the anticipated benefits of its transactions; risks related to product demand and market acceptance of the Company’s products; the risk that the Company encounters difficulties in effecting the conversion of AlboGraft Vascular Graft sales from a distribution model to a direct sales model; the significant competition the Company faces from other companies, technologies, and alternative medical procedures, including newer endovascular technologies; the Company’s ability to expand its product offerings through internal development or acquisition; disruption at any of the Company’s manufacturing facilities; and the risks and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC and available on its investor relations website at http://www.lemaitre.com and on the SEC’s website at http://www.sec.gov, and in subsequent SEC filings. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
SOURCE LeMaitre Vascular, Inc.
http://www.lemaitre.com/