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
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Date of Report (Date of Earliest Event Reported):
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July 22, 2016
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Hansen Medical, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
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Delaware
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001-33151
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14-1850535
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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800 East Middlefield Road, Mountain View, California
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94043
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrants telephone number, including area code:
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(650) 404-5800
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Not Applicable
______________________________________________
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))
Introductory Note.
As previously announced, Hansen Medical, Inc., a Delaware corporation (
Hansen
), entered
into that certain Agreement and Plan of Merger dated as of April 19, 2016 (the
Merger
Agreement
), with Auris Surgical Robotics, Inc., a Delaware corporation (
Auris
), and
Pineco Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Auris
(
Merger Sub
).
On July 22, 2016, Hansen held its 2016 annual meeting of stockholders (the
Annual
Meeting
), at which its stockholders approved, among other things as set forth in Item 5.07 of
this Current Report on Form 8-K, the adoption of the Merger Agreement in accordance with the
Delaware General Corporation Law (the
DGCL
). Following the stockholder approval, pursuant
to the Merger Agreement, on July 27, 2016, Merger Sub merged with and into Hansen (the
Merger
) with Hansen continuing as the surviving corporation and a wholly-owned subsidiary
of Auris. The information set forth in Item 5.07 regarding the results of the vote at the Annual
Meeting is incorporated by reference into this Introductory Note.
The description of the Merger Agreement and the Merger in this Introductory Note does not purport
to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to Hansens Current Report on Form 8-K filed with the Securities and
Exchange Commission (the
SEC
) on April 20, 2016, and is hereby incorporated into this
Current Report on Form 8-K by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On July 27, 2016, in connection with the Merger, Hansen (utilizing funds provided to it by Auris
for such purpose) repaid in full the outstanding principal amount, together with interest and all
other amounts due, under the Amended and Restated Loan and Security Agreement dated as of August
23, 2013 (the
White Oak Agreement
), among Hansen, as borrower, the entities from time to
time party thereto as lenders, and White Oak Global Advisors, LLC, as agent (
White Oak
),
as supplemented by the Forbearance Agreement dated as of April 19, 2016, by and between Hansen and
White Oak. Effective upon receipt of such payment, the White Oak Agreement and the other related
loan documents were terminated and have no further force or effect (except with respect to those
provisions of any loan document which by their express terms survive the termination) and all liens
granted under the White Oak Agreement were released. No penalties were due in connection with such
repayment.
The foregoing description of the White Oak Agreement and the Forbearance Agreement is qualified in
its entirety by reference to the White Oak Agreement, a copy of which was filed as Exhibit 10.3 to
Hansens Quarterly Report on Form 10-Q filed with the SEC on November 8, 2013, and the Forbearance
Agreement, a copy of which was filed as Exhibit 10.1 to Hansens Current Report on Form 8-K filed
with the SEC on April 20, 2016, both of which are hereby incorporated into this Current Report on
Form 8-K by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 27, 2016, Hansen and Auris consummated the transactions contemplated by the Merger
Agreement. The Merger became effective on such date upon the filing of the certificate of merger
with the Secretary of State of the State of Delaware (the
Effective Time
). At the
Effective Time, each share of Hansen common stock, par value $0.0001 per share (
Common
Stock
), issued and outstanding immediately prior to the Effective Time, other than shares
owned by Auris or any of its subsidiaries, shares held by Hansen as treasury stock, and shares held
by stockholders, if any, who validly perfected their statutory rights of appraisal under
Section 262 of the DGCL, converted into the right to receive $4.00 in cash, without interest and
less any applicable withholding taxes (the
Merger Consideration
).
Immediately prior to the Effective Time, each outstanding option to purchase shares of Common Stock
granted under a Hansen stock plan was cancelled for no consideration. Additionally, immediately
prior to the Effective Time, each outstanding award of restricted stock units with respect to
shares of Common Stock (each, an
RSU Award
) granted pursuant to a Hansen stock plan
became fully vested and was cancelled and, in exchange therefor, each holder of any such cancelled
RSU Award became entitled to receive, in consideration of the cancellation of such RSU Award and in
settlement therefor, a payment in cash of an amount equal to the product of (i) the Merger
Consideration multiplied by (ii) the number of restricted stock units subject to such RSU Award,
without interest and less any required tax withholdings. To the extent an RSU Award was subject to
performance conditions, the number of restricted stock units that vest was determined (A) for RSU
Awards with a performance period that by its terms ended prior to the Effective Time, based on
actual performance through the end of such performance period, and (B) for RSU Awards with a
performance period that by its terms did not end prior to the Effective Time, by deeming such
performance conditions to have been satisfied at 100% of the target levels specified in the
applicable equity plans and award agreements.
Immediately following the Effective Time, certain former Hansen stockholders owning approximately
64.6% of the shares of Common Stock outstanding as of May 31, 2016, the record date for the Annual
Meeting, including Larry Feinberg and certain affiliated entities, Jack Schuler and certain
affiliated entities and an affiliated entity of Lawrence T. Kennedy, Jr. (the
Rollover
Stockholders
), acquired shares of preferred stock of Auris on the terms set forth in a stock
purchase agreement entered into among the Rollover Stockholders and Auris concurrently with the
Merger Agreement , in exchange for an investment of approximately $49 million (representing the
aggregate amount of consideration payable to the Rollover Stockholders in the Merger).
The foregoing description of the Merger, the Merger Agreement, the RSU Awards and the Rollover
Stockholders does not purport to be complete and is qualified in their entirety by reference to the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to Hansens Current Report on Form 8-K
filed with the SEC on April 20, 2016, and is hereby incorporated into this Current Report on Form
8-K by reference.
Item 3.01
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Notice of Delisting or a Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this
Item 3.01 by reference.
On July 27, 2016, in connection with the consummation of the Merger, Hansen notified The NASDAQ
Stock Market (
NASDAQ
) of the consummation of the Merger and requested that NASDAQ file
with the SEC an application on Form 25 Notification of Removal from Listing and/or Registration to
delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the
Exchange Act
). Hansen intends to file with the SEC a Form 15 requesting
the deregistration of Common Stock under Section 12(g) of the Exchange Ac and the suspension of
Hansens reporting obligations under Section 13 and Section 15(d) of the Exchange Act.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated
into this Item 3.03 by reference.
Item 5.01
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Changes in Control of Registrant.
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The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated
into this Item 5.01 by reference.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Agreements of Certain Officers.
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In accordance with the terms of the Merger Agreement, each member of the board of directors of
Hansen (the
Board
), including Marjorie L. Bowen, Kevin Hykes and Nadim Yared, each of
whom was re-elected as a member of the Board at the Annual Meeting held on July 22, 2016, and
Michael L. Eagle, Christopher P. Lowe, Dr. Stephen L. Newman, William R. Rohn and Cary G. Vance,
resigned as directors of Hansen, effective as of the Effective Time. In accordance with the terms
of the Merger Agreement, at the Effective Time, the sole director of the Merger Sub immediately
prior to the Effective Time, David Styka, became the sole director of Hansen.
In accordance with the terms of the Merger Agreement, Cary G. Vance, Chief Executive Officer of
Hansen, and Christopher P. Lowe, Chief Financial Officer of Hansen, each resigned as officers of
Hansen effective as of the Effective Time. In accordance with the terms of the Merger Agreement, at
the Effective Time, Frederic Moll and David Styka, each an officer of Merger Sub prior to the
Merger, became Chief Executive Officer and Chief Financial Officer of Hansen, respectively.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with the consummation of the Merger, at the Effective Time, the certificate of
incorporation and bylaws of Hansen were each amended and restated to be identical to the
certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the
Effective Time (except that references to the name of Merger Sub were replaced by references to the
name of Hansen). Copies of the amended and restated certificate of incorporation and amended and
restated bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Hansen held its 2016 annual meeting of stockholders (the
Annual Meeting
) on July 22,
2016.
As of the record date, May 31, 2016, there were 18,989,610 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 17,725,358 shares of
Common Stock, or approximately 93.34% of all of the outstanding shares of Common Stock, were
present either in person or by proxy. The number of votes cast for, against or withheld, as well as
abstentions and broker non-votes, as applicable, with respect to each proposal that was voted upon
at the Annual Meeting is set forth below. The proposals are described in detail in Hansens
definitive proxy statement filed with the SEC on June 20, 2016.
Proposal 1.
Adoption of the Merger Agreement, which provides for the Merger in which Hansen became
a wholly owned subsidiary of Auris. Hansens stockholders approved Proposal 1 with the following
voting results:
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BROKER
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FOR
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AGAINST
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ABSTAIN
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NON-VOTE
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14,083,958
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109,340
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2,963
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3,529,097
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Proposal 2.
Non-binding advisory approval of the compensation that may be paid or become payable to
Hansens named executive officers that is based on or otherwise relates to the Merger contemplated
by the Merger Agreement. Hansens stockholders approved Proposal 2 with the following voting
results:
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BROKER
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FOR
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AGAINST
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ABSTAIN
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NON-VOTE
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14,027,692
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157,439
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11,130
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3,529,097
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Proposal 3.
Approval of the adjournment of the Annual Meeting to a later date or time if necessary
or appropriate, as determined by Hansen, to solicit additional proxies for the adoption of the
Merger Agreement if there are insufficient votes at the time of the Annual Meeting, or any
adjournment or postponement thereof, to adopt the Merger Agreement. Hansens stockholders approved
Proposal 3 with the following voting results:
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BROKER
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FOR
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AGAINST
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ABSTAIN
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NON-VOTE
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14,013,095
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179,531
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3,635
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3,529,097
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Proposal 4.
Election of Directors. The following nominees received the highest number of FOR
votes and, as a result, were elected to serve as Class I directors. The votes cast by Hansens
stockholders were as follows:
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NOMINEE
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FOR
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WITHHELD
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BROKER NON-VOTE
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Marjorie L. Bowen
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13,997,521
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198,740
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3,529,097
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Kevin Hykes
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14,106,675
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89,586
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3,529,097
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Nadim Yared
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14,105,751
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90,510
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3,529,097
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Proposal 5
. Ratification of the appointment by the Audit Committee of the Board of BDO USA, LLP as
Hansens independent registered public accounting firm for the fiscal year ending December 31,
2016. Hansens stockholders approved Proposal 5 with the following voting results:
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BROKER
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FOR
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AGAINST
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ABSTAIN
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NON-VOTE
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17,402,210
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246,287
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76,861
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Number
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Document
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2.1
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Agreement and Plan of Merger dated as of April 19, 2016, by and among
Hansen Medical, Inc., Auris Surgical Robotics, Inc. and Pineco
Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Hansen Medical, Inc. on April 20,
2016).
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3.1
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Amended and Restated Certificate of Incorporation of Hansen Medical, Inc.
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3.2
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Amended and Restated Bylaws of Hansen Medical, Inc.
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SIGNATURES
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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Hansen Medical, Inc.
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July 27, 2016
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By:
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/s/ Christopher P. Lowe
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Name: Christopher P. Lowe
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Title: Interim Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Hansen Medical, Inc.
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3.2
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Amended and Restated Bylaws of Hansen Medical, Inc.
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