Volcano 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2007
(Exact name of registrant as specified in its charter)
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:
On December 18, 2007, pursuant to the Agreement and Plan of Merger dated December 7, 2007, by and among Volcano Corporation (the Registrant or Volcano), Corazon Acquisition, Inc., a wholly-owned subsidiary of Volcano (Merger Sub), CardioSpectra, Inc. (CardioSpectra), and Paul Castella and Christopher E. Banas, as the Stockholders Representatives (the Merger Agreement), Merger Sub merged with and into CardioSpectra (the Merger). Pursuant to the terms of the Merger Agreement, Volcano paid $25 million in cash at closing (the Closing Consideration), to CardioSpectras shareholders and warrant holders, $2.5 million of which was contributed to and remains subject to an escrow fund which will be available for 12 months following the later of the closing of the Merger and the date of completion of any audit of CardioSpectras financial statements that Volcano may undertake, to indemnify Volcano and related indemnitees for certain matters, including breaches of representations and warranties and covenants made by Cardiospectra in the merger agreement. Volcano also agreed to payments of up to an additional $38 million payable upon the achievement of certain milestones. Such payments, if any, would be paid in either cash or shares of Volcano common stock, as determined by Volcano in its sole discretion. Additionally, Volcano assumed approximately $300,000 of CardioSpectras indebtedness.
The foregoing description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the description set forth in Item 1.01 to the Companys current report on Form 8-K filed on December 10, 2007.
On December 18, 2007, Volcano issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.
(a) Financial Statement of Business Acquired
The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
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.