UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 18, 2011
CARDIOGENESIS CORPORATION
(Exact name of registrant as specified in its charter)
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California
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000-28288
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77-0223740 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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11 Musick, Irvine CA
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92618 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code:
(949) 420-1800
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On April 18, 2011, Cardiogenesis Corporation, a California corporation (the Company) and
CryoLife, Inc., a Florida corporation (Parent) issued a joint press release announcing the end of
the go-shop period under the previously announced Amended and Restated Agreement and Plan of
Merger (the Merger Agreement), dated April 14, 2011, by and among the Company, Parent and CL
Falcon, Inc., a Florida corporation wholly owned subsidiary of Parent (Merger Sub). A copy of the
press release is being furnished as Exhibit 99.1 pursuant to Item 8.01 of Form 8-K, and is
incorporated herein by reference.
Notice to Investors
This Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of the Companys common stock, no par
value, has been made pursuant to an offer to purchase and related materials that Parent and Merger
Sub filed with the Securities and Exchange Commission on April 5, 2011, as amended and supplemented
from time to time. Parent and Merger Sub filed a tender offer statement on Schedule TO with the
Securities and Exchange Commission on April 5, 2011, and thereafter the Company filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the offer, each as amended
and supplemented from time to time. The tender offer statement (including an offer to purchase, a
related letter of transmittal and other offer documents) and the solicitation/recommendation
statement contain important information that should be read carefully and considered before any
decision is made with respect to the offer. These materials have been sent free of charge to all
shareholders of the Company. In addition, all of these materials (and all other materials filed by
the Company with the Securities and Exchange Commission) are available at no charge from the
Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to
purchase, the related letter of transmittal and certain other offering documents have been made
available by Parent by Suzanne K. Gabbert at 1655 Roberts Blvd., NW, Kennesaw, GA 30144, telephone
number 770-419-3355. Investors and security holders may also obtain free copies of the documents
filed with the Securities and Exchange Commission from the Company by contacting the Cardiogenesis
Corporation Investor Relations at 11 Musick, Irvine, CA, 92618, telephone number (949) 420-1808, or
IR@cardiogenesis.com.
In connection with the potential merger, the Company will file a proxy statement with the
Securities and Exchange Commission. Additionally, the Company will file other relevant materials
with the Securities and Exchange Commission in connection with the proposed acquisition of the
Company by Parent and Sub pursuant to the terms of the Merger Agreement. The materials to be filed
by the Company with the Securities and Exchange Commission may be obtained free of charge at the
Securities and Exchange Commissions web site at www.sec.gov. Investors and shareholders also may
obtain free copies of the proxy statement from the Company by contacting Cardiogenesis Corporation
Investor Relations at 11 Musick, Irvine, CA, 92618, telephone number (949) 420-1808, or
IR@cardiogenesis.com. Investors and security holders of the Company are urged to read the proxy
statement and the other relevant materials when they become available before making any voting or
investment decision with respect to the merger because they will contain important information
about the merger and the parties to the merger.
The Company and its respective directors, executive officers and other members of their
management and employees, under the Securities and Exchange Commission rules, may be deemed to be
participants in the solicitation of proxies of the Company shareholders in connection with the
merger. Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of certain of the Companys executive officers and directors in the
solicitation by reading the Companys proxy statement for its 2010 annual meeting of shareholders,
the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and the proxy statement
and other relevant materials which may be filed with the Securities and Exchange Commission in
connection with the merger when they become available. Information concerning the interests of the
Companys participants in the solicitation, which may be, in some cases, different than those of
the Companys shareholders generally, will be set forth in the proxy statement relating to the
merger when it becomes available. Additional information regarding the Company directors and
executive officers will also be included in the Companys proxy statement for its 2010 annual
meeting of shareholders or in an amendment to the Annual Report on Form 10-K for the fiscal year
ended December 31, 2010.
Statement on Cautionary Factors
Certain statements made in this report that reflect managements expectations regarding future
events are forward-looking in nature and, accordingly, are subject to risks and uncertainties.
These forward-looking statements include references to our announced transaction with Parent.
Forward-looking statements are only predictions and are not guarantees of performance. These
statements are based on beliefs and assumptions of management, which in turn are based on currently
available information. The forward-looking statements also involve risks and uncertainties, which
could cause actual results to differ materially from those contained in any forward-looking
statement. Many of these factors are beyond our ability to control or predict. Important factors
that could cause actual results to differ materially from those contained in any forward-looking
statement include, but are not limited to, uncertainties as to the timing of the offer and merger;
uncertainties as to how many of the Company shareholders will tender their stock in the offer; the
possibility that competing offers will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the transaction; and other risks and
uncertainties discussed in documents filed with the Securities and Exchange Commission by the
Company, as well as the tender offer documents to be filed by Parent and Merger Sub and the
solicitation/recommendation statement to be filed by the Company. Although we believe the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, level of activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy or completeness of any of these forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. We do not
undertake any responsibility to update any of these forward-looking statements to conform our prior
statements to actual results or revised expectations, except as expressly required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
99.1
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Joint Press Release issued by the Company and Parent on
April 18, 2011. |