- Current report filing (8-K)
August 05 2010 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 5, 2010
Micrus Endovascular Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-51323
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23-2853441
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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821 Fox Lane, San Jose, California
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95131
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(Address of principal executive offices)
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(Zip Code)
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(408) 433-1400
(Registrants 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:
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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))
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TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2010, Micrus Endovascular Corporation (Micrus) issued a press release reporting
its financial results for the fiscal quarter ended June 30, 2010. A copy of this earnings release
is attached as Exhibit 99.1 hereto.
Exhibit 99.1 includes forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other
factors, including the risks to both companies that the acquisition of Micrus will not be
consummated, as the transaction is subject to certain closing conditions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including statements regarding the expected timing of the completion of the transaction; the
ability to complete the transaction considering the various closing conditions; any projections of
earnings, revenues or other financial items; any statements of the plans, strategies and objectives
of management for future operations; any statements regarding product development, product
extensions, product integration or product marketing; any statements of expectation or belief; any
statements regarding general industry conditions and competition; any statements on trends toward
healthcare cost containment; and any statements of assumptions underlying any of the foregoing. In
addition, if and when the transaction is consummated, there will be risks and uncertainties related
to Johnson & Johnsons ability to successfully integrate the products and employees of Johnson &
Johnson and Micrus as well as the ability to ensure continued performance or market growth of
Micruss products. These risks, uncertainties and other factors, and the general risks associated
with the respective businesses of Johnson & Johnson and Micrus described in the reports and other
documents filed by each of them with the Securities and Exchange Commission, could cause actual
results to differ materially from those referred to in the forward-looking statements. For example,
general business conditions, the impact of healthcare reform and any other changes to applicable
governmental laws and regulations, the introduction of competing products or pricing changes by
competitors could impact the performance of the companies. The ability to complete a transaction in
a timely fashion, if at all, will depend on regulatory consents which can be time consuming to
obtain and are often hard to predict. The reader is cautioned not to rely on these forward-looking
statements. All forward-looking statements are based on information currently available to Johnson
& Johnson and Micrus and are qualified in their entirety by this cautionary statement. Neither
Johnson & Johnson nor Micrus undertakes to update any such forward-looking statements or other
statements included in Exhibit 99.1.
The foregoing information (including the exhibit hereto) is being furnished under Item 2.02
Results of Operations and Financial Condition and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events
See Item 2.02 above.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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99.1
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Press Release dated August 5, 2010.
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2
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.
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MICRUS ENDOVASCULAR CORPORATION
(Registrant)
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Date: August 5, 2010
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By:
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/s/ Gordon T. Sangster
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Gordon T. Sangster
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Chief Financial Officer
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3
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press Release dated August 5, 2010
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