Delaware | No. 41-1698056 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(IRS Employer
Identification No.) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company þ |
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EX-10.4 | ||||||||
EX-10.5 | ||||||||
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EX-10.15 | ||||||||
EX-10.16 | ||||||||
EX-10.17 | ||||||||
EX-10.19 | ||||||||
EX-10.20 | ||||||||
EX-10.21 | ||||||||
EX-10.22 | ||||||||
EX-10.23 | ||||||||
EX-10.24 | ||||||||
EX-10.25 | ||||||||
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EX-31.1 | ||||||||
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EX-32.1 | ||||||||
EX-32.2 |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
March 31,
June 30,
2009
2008
$
37,844
$
7,595
8,092
4,897
2,737
3,776
1,179
1,936
49,852
18,204
2,700
19,800
21,733
1,624
1,041
1,265
980
530
$
75,771
$
41,958
$
24,964
$
11,888
4,841
5,851
4,438
3,467
116
34,243
21,322
5,498
3,986
1,561
100
7,059
4,086
41,302
25,408
51,213
23,657
23,372
14
35,933
144,916
11,321
680
(121,782
)
(118,305
)
34,469
(81,692
)
$
75,771
$
41,958
Table of Contents
Three Months Ended
Nine Months Ended
March 31,
March 31,
2009
2008
2009
2008
$
15,115
$
7,654
$
40,766
$
12,285
3,920
2,512
11,954
5,244
11,195
5,142
28,812
7,041
14,253
10,095
45,626
23,276
3,428
4,338
11,851
10,662
17,681
14,433
57,477
33,938
(6,486
)
(9,291
)
(28,665
)
(26,897
)
(971
)
(1,831
)
171
399
3,180
1,012
3,157
(696
)
2,991
(912
)
300
(1,023
)
(1,933
)
(1,023
)
2,657
(1,320
)
2,407
(923
)
(3,829
)
(10,611
)
(26,258
)
(27,820
)
25,778
(14,216
)
22,781
(19,422
)
$
21,949
$
(24,827
)
$
(3,477
)
$
(47,242
)
$
2.63
$
(5.45
)
$
(0.57
)
$
(11.04
)
$
(0.32
)
$
(5.45
)
$
(0.57
)
$
(11.04
)
8,343,660
4,552,694
6,096,523
4,278,109
12,048,581
4,552,694
6,096,523
4,278,109
Table of Contents
Accumulated
Other
Common Stock
Additional
Accumulated
Comprehensive
Comprehensive
Shares
Amount
Warrants
Paid In Capital
Deficit
(Loss) Income
Total
(Loss) Income
4,054,957
$
26,054
$
1,366
$
$
(59,716
)
$
(7
)
$
(32,303
)
$
(15,603
)
525,473
1,152
1,152
6,229
6,229
320,554
2,382
(570
)
1,812
116
(116
)
(19,422
)
(19,422
)
7
7
$
7
(39,167
)
(39,167
)
(39,167
)
4,900,984
$
35,933
$
680
$
$
(118,305
)
$
$
(81,692
)
$
(39,161
)
86,679
2,464
1,084
3,548
756
627
1,383
92,866
640
(383
)
245
502
10,031
(8,217
)
1,814
1,069
1,069
76
(76
)
22,781
22,781
5,954,389
6
75,456
75,462
2,732,839
3
35,857
35,860
(39,864
)
39,864
(26,258
)
(26,258
)
(26,258
)
13,767,757
$
14
$
11,321
$
144,916
$
(121,782
)
$
$
34,469
$
(26,258
)
Table of Contents
Nine Months Ended
March 31,
2009
2008
$
(26,258
)
$
(27,820
)
305
183
95
133
27
44
(2,991
)
912
1,023
4,931
6,222
(52
)
1,933
1,023
(2,700
)
(3,290
)
(3,353
)
1,039
(2,712
)
1,938
(1,191
)
(1,446
)
2,631
(926
)
1,079
(116
)
517
(26,436
)
(22,384
)
(750
)
(715
)
(31,314
)
19,988
(312
)
(225
)
37,805
36,743
(12,266
)
30,296
(49
)
1,814
75
502
1,652
18,031
11,500
(480
)
(570
)
19,942
42,829
30,249
8,179
7,595
7,908
$
37,844
$
16,087
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(dollars in thousands, except per share and share amounts)
(unaudited)
Table of Contents
(dollars in thousands, except per share and share amounts)
(unaudited)
Description
Amount
$
38,479
1,186
138
525
(3,358
)
$
36,970
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(dollars in thousands, except per share and share amounts)
(unaudited)
Table of Contents
(dollars in thousands, except per share and share amounts)
(unaudited)
Level 3
Auction Rate
Available-for-
Trading
Securities Put
Sale Securities
Securities
Option
$
21,733
$
$
(21,733
)
21,733
(343
)
2,700
300
(1,890
)
$
$
19,800
$
2,700
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(dollars in thousands, except per share and share amounts)
(unaudited)
Table of Contents
(dollars in thousands, except per share and share amounts)
(unaudited)
March 31,
June 30,
2009
2008
$
1,168
$
2,338
187
117
1,382
1,321
$
2,737
$
3,776
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(dollars in thousands, except per share and share amounts)
(unaudited)
Table of Contents
(dollars in thousands, except per share and share amounts)
(unaudited)
Table of Contents
(dollars in thousands, except per share and share amounts)
(unaudited)
The $3,000 term loan has a fixed interest rate of 10.5% and a final payment amount
equal to 3.0% of the loan amount due at maturity. This term loan has a 36 month maturity,
with repayment terms that include interest only payments during the first six months
followed by 30 equal principal and interest payments. This term loan also includes an
acceleration provision that requires the Company to pay the entire outstanding balance,
plus a penalty ranging from 1.0% to 6.0% of the principal amount, upon prepayment or the
occurrence and continuance of an event of default. As part of the term loan agreement, the
Company granted Silicon Valley Bank a warrant to purchase 8,493 shares of Series B
redeemable convertible preferred stock at an exercise price of $14.16 per share. This
warrant was assigned a value of $75 for accounting purposes, is immediately exercisable,
and expires ten years after issuance. The balance outstanding on the term loan at March 31,
2009 was $2,911.
The accounts receivable line of credit has a two year maturity and a floating interest
rate equal to the prime rate, plus 2.0%, with an interest rate floor of 7.0%. Interest on
borrowings is due monthly and the principal balance is due at maturity. Borrowings on the
line of credit are based on 80% of eligible domestic receivables, which is defined as
receivables aged less than 90 days from the invoice date along with specific exclusions for
contra-accounts, concentrations, and government receivables. The Companys accounts
receivable receipts are deposited into a lockbox account in the name of Silicon Valley
Bank. The accounts receivable line of credit is subject to non-use fees, annual fees,
cancellation fees, and maintaining a minimum liquidity ratio. There was no balance
outstanding on the line of credit at March 31, 2009.
On April 30, 2009, the accounts receivable line of credit was amended to allow for an
increase in borrowings from $5,000 to $10,000. All other terms and conditions of the
original line of credit agreement remain in place. The $5,500 term loan reduces available
borrowings under the line of credit agreement.
The term loan was originally two guaranteed term loans. One of the guaranteed term
loans was for $3,000 and the other guaranteed term loan was for $2,500, each with a one
year maturity. Each of the guaranteed term loans had a floating interest rate equal to the
prime rate, plus 2.25%, with an interest rate floor of 7.0% (effective rate of 7.0% at
March 31, 2009). Interest on borrowings was due monthly and the principal balance was due
at maturity. One of the Companys directors and stockholders and two entities who held the
Companys preferred shares and were also affiliated with two of the Companys directors
agreed to act as guarantors of these term loans. In consideration for guarantees, the
Company issued the guarantors warrants to purchase an aggregate of 296,539 shares of the
Companys common stock at an exercise price of $9.28 per share. The balance outstanding on
the guaranteed term loans at March 31, 2009 was $5,500 (excluding debt discount of $866).
On April 30, 2009, the guaranteed term loans were refinanced into a $5,500 term loan that has
a fixed interest rate of 9.0% and a final payment amount equal to 1.0% of the loan amount due
at maturity. As a result of the refinancing, the guarantees on the original term loans have
been released. This term loan has a 30 month maturity, with repayment terms that include
equal monthly payments of principal and interest beginning June 1, 2009. This term loan also
includes an acceleration provision that requires the Company to pay the entire outstanding
balance, plus a penalty ranging from 1.0% to 3.0% of the
principal amount, upon prepayment or the occurrence and continuance of an event of default.
The term loan reduces available borrowings under the amended accounts receivable line of
credit agreement.
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(dollars in thousands, except per share and share amounts)
(unaudited)
$
22,876
2,820
3,536
1,230
$
30,462
(24,964
)
$
5,498
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(dollars in thousands, except per share and share amounts)
(unaudited)
Warrants
Price Range
Outstanding
per Share
158,041
$
1.55 $12.37
2,560,803
$
8.83 $9.28
439,317
$
8.83 $14.16
(29,226
)
$
1.55 $7.73
(8,605
)
$
7.73
3,120,330
$
1.55 $14.16
Nine Months Ended
March 31,
2009
$
4.06
2.5% -3.0
%
5 years
46.7%-55.5
%
None
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(dollars in thousands, except per share and share amounts)
(unaudited)
Number of
Grant Type
Shares
994,351
501,425
429,338
1,925,114
(1)
41,905
703,724
(1)
Excludes 45,290 shares of service based stock options granted outside of the plans.
Weighted
Shares Available
Number of
Average
for Grant(a)
Options(b)
Exercise Price
544,538
3,803,124
$
10.19
1,965,431
(99,314
)
99,314
$
9.13
(59,524
)
$
8.12
(80,551
)
$
9.22
2,410,655
3,762,363
$
10.21
(a)
Excludes the effect of options granted, exercised, forfeited or expired related to activity
from options granted outside the stock option plans described above; excludes the effect of
restricted stock awards granted or forfeited under the 2007 Plan.
(b)
Includes the effect of options granted, exercised, forfeited or expired from the 1991 Plan,
2003 Plan, 2007 Plan, and options granted outside the stock option plans described above.
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(dollars in thousands, except per share and share amounts)
(unaudited)
Nine Months Ended
Year Ended
March 31, 2009
June 30, 2008
$
4.66
$
5.78
2.82
%
2.45% 4.63
%
6 years
3.5 6 years
55.5
%
43.1% 46.4
%
None
None
Weighted
Number of
Average Fair
Shares
Value
525,473
$
14.68
160,149
$
15.03
(73,470
)
$
15.28
612,152
$
14.76
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(dollars in thousands, except per share and share amounts)
(unaudited)
Weighted
Number
Average
of Options
Exercise Price
239,716
$
31.11
$
(4,116
)
$
6.13
(34,384
)
$
34.90
201,216
$
30.97
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(dollars in thousands, except per share and share amounts)
(unaudited)
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(dollars in thousands, except per share and share amounts)
(unaudited)
Individual defendants violated provisions in their employment agreements with their
former employer FoxHollow, barring them from misusing FoxHollow confidential information.
Individual defendants violated a provision in their FoxHollow employment agreements
barring them, for a period of one year following their departure from FoxHollow, from
soliciting or encouraging employees of FoxHollow to join the Company.
Individual defendants breached a duty of loyalty owed to FoxHollow.
The Company and individual defendants misappropriated trade secrets of one or more of the
Plaintiffs.
All defendants engaged in unfair competition.
The Company tortiously interfered with the contracts between FoxHollow and individual
defendants by allegedly procuring breaches of the employee non-solicitation/encouragement
provision in those agreements, and an individual defendant tortiously interfered with the
contracts between certain individual defendants and FoxHollow by allegedly procuring
breaches of the confidential information provision in those agreements.
All defendants conspired to gain an unfair competitive and economic advantage for the
Company to the detriment of the Plaintiffs.
Three Months Ended
Nine Months Ended
March 31,
March 31,
2009
2008
2009
2008
$
(3,829
)
$
(10,611
)
$
(26,258
)
$
(27,820
)
25,778
(14,216
)
22,781
(19,422
)
$
21,949
$
(24,827
)
$
(3,477
)
$
(47,242
)
8,343,660
4,552,694
6,096,523
4,278,109
$
2.63
$
(5.45
)
$
(0.57
)
$
(11.04
)
(a)
The calculation for accretion of redeemable convertible preferred stock marks the redeemable
convertible preferred stock to fair value, which equals or exceeds the amount of any
undeclared dividends on the redeemable convertible preferred stock.
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(dollars in thousands, except per share and share amounts)
(unaudited)
Three Months Ended
Nine Months Ended
March 31,
March 31,
2009
2008
2009
2008
$
21,949
$
(24,827
)
$
(3,477
)
$
(47,242
)
(25,778
)
$
(3,829
)
$
(24,827
)
$
(3,477
)
$
(47,242
)
8,343,660
4,552,694
6,096,523
4,278,109
3,704,921
12,048,581
4,552,694
6,096,523
4,278,109
$
(0.32
)
$
(5.45
)
$
(0.57
)
$
(11.04
)
(a)
The calculation for accretion of redeemable convertible preferred stock marks the redeemable
convertible preferred stock to fair value, which equals or exceeds the amount of any
undeclared dividends on the redeemable convertible preferred stock. These amounts have been
excluded from the calculation for the three months ended March 31, 2008, and nine months ended
March 31, 2009 and 2008 because they are anti-dilutive.
(b)
At March 31, 2009 and 2008, 3,120,330 and 617,625 warrants, respectively, were outstanding.
The effect of the shares that would be issued upon exercise of these warrants has been
excluded from the calculation of diluted loss per share because those shares are
anti-dilutive.
(c)
At March 31, 2009 and 2008, 3,963,579 and 3,891,041 stock options, respectively, were
outstanding. The effect of the shares that would be issued upon exercise of these options has
been excluded from the calculation of diluted loss per share because those shares are
anti-dilutive.
(d)
The calculation of conversion of redeemable convertible preferred stock has been shown for
the three months ended March 31, 2009. These shares have been excluded from the calculation
for the three months ended March 31, 2008, and nine months ended March 31, 2009 and 2008
because those shares are anti-dilutive.
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our common stocks volatility;
the length of our options lives, which is based on future exercises and cancellations;
the number of shares of common stock pursuant to which options which will ultimately be
forfeited;
the risk-free rate of return; and
future dividends.
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Fair Market Value per Share
Assigned by Management and
Date of Restricted Stock Award Grant
Number of Shares
Board of Directors
18,013
$
7.80
25,032
$
16.65
12,403
$
16.01
104,701
$
15.80
164,081
$
15.88
48,526
$
15.88
198,759
$
14.47
132,209
$
13.05
Series A
Series A-1
Series B
Date
Convertible Preferred Stock
Convertible Preferred Stock
Convertible Preferred Stock
7.80
7.80
7.80
17.22
17.22
17.22
16.71
16.71
16.71
16.71
16.71
16.71
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Three Months Ended March 31,
Nine Months Ended March 31,
Percent
Percent
2009
2008
Change
2009
2008
Change
$
15,115
$
7,654
97.5
%
$
40,766
$
12,285
231.8
%
3,920
2,512
56.1
11,954
5,244
128.0
11,195
5,142
117.7
28,812
7,041
309.2
14,253
10,095
41.2
45,626
23,276
96.0
3,428
4,338
(21.0
)
11,851
10,662
11.2
17,681
14,433
22.5
57,477
33,938
69.4
(6,486
)
(9,291
)
30.2
(28,665
)
(26,897
)
6.6
(971
)
(100.0
)
(1,831
)
(100.0
)
171
399
(57.1
)
3,180
1,012
214.2
3,157
(696
)
553.6
2,991
(912
)
428.0
300
(1,023
)
129.3
(1,933
)
(1,023
)
(89.0
)
2,657
(1,320
)
301.3
2,407
(923
)
360.8
(3,829
)
(10,611
)
63.9
(26,258
)
(27,820
)
5.6
25,778
(14,216
)
281.3
22,781
(19,422
)
217.3
$
21,949
$
(24,827
)
188.4
%
$
(3,477
)
$
(47,242
)
92.6
%
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The $3.0 million term loan has a fixed interest rate of 10.5% and a final payment amount
equal to 3.0% of the loan amount due at maturity. This term loan has a 36 month maturity,
with repayment terms that include interest only payments during the first six months
followed by 30 equal principal and interest payments. This term loan also includes an
acceleration provision that requires us to pay the entire outstanding balance, plus a
penalty ranging from 1.0% to 6.0% of the principal amount, upon prepayment or the occurrence
and continuance of an event of default. As part of the term loan agreement, we granted
Silicon Valley Bank a warrant to purchase 8,493 shares of Series B redeemable convertible
preferred stock at an exercise price of $14.16 per share. This warrant was assigned a value
of $75,000 for accounting purposes, is immediately exercisable, and expires ten years after
issuance. The balance outstanding on the term loan at March 31, 2009 was $2.9 million.
The accounts receivable line of credit has a two year maturity and a floating interest
rate equal to the prime rate, plus 2.0%, with an interest rate floor of 7.0%. Interest on
borrowings is due monthly and the principal balance is due at maturity. Borrowings on the
line of credit are based on 80% of eligible domestic receivables, which is defined as
receivables aged less than 90 days from the invoice date along with specific exclusions for contra-accounts,
concentrations, and government receivables. Accounts receivable receipts are deposited into a
lockbox account in the name of Silicon Valley Bank. The
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accounts receivable line of credit is
subject to non-use fees, annual fees, cancellation fees, and maintaining a minimum liquidity
ratio. There was no balance outstanding on the line of credit at March 31, 2009.
On April 30, 2009, the accounts receivable line of credit was amended to allow for an increase
in borrowings from $5.0 million to $10.0 million. All other terms and conditions of the
original line of credit agreement remain in place. The $5.5 million term loan reduces
available borrowings under the line of credit agreement.
The term loan was originally two guaranteed term loans. One of the guaranteed term loans
was for $3.0 million and the other guaranteed term loan was for $2.5 million, each with a
one year maturity. Each of the guaranteed term loans had a floating interest rate equal to
the prime rate, plus 2.25%, with an interest rate floor of 7.0% (effective rate of 7.0% at
March 31, 2009). Interest on borrowings were due monthly and the principal balance was due
at maturity. One of our directors and stockholders and two entities who held preferred
shares and were also affiliated with two of our directors agreed to act as guarantors of
these term loans. In consideration for guarantees, we issued the guarantors warrants to
purchase an aggregate of 296,539 shares of our common stock at an exercise price of $9.28
per share. The balance outstanding on the guaranteed term loans at March 31, 2009 was $5.5
million (excluding debt discount of $0.9 million).
On April 30, 2009, the guaranteed term loans were refinanced into a $5.5 million term loan
that has a fixed interest rate of 9.0% and a final payment amount equal to 1.0% of the loan
amount due at maturity. As a result of the refinancing, the guarantees on the original term
loans have been released. This term loan has a 30 month maturity, with repayment terms that
include equal monthly payments of principal and interest beginning June 1, 2009. This term
loan also includes an acceleration provision that requires us to pay the entire outstanding
balance, plus a penalty ranging from 1.0% to 3.0% of the principal amount, upon prepayment or
the occurrence and continuance of an event of default. The term loan reduces available
borrowings under the amended accounts receivable line of credit agreement.
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cash used by accounts receivable of $3.3 million and $3.4 million during the nine months
ended March 31, 2009 and 2008, respectively;
cash used (provided) by inventory of $(1.0) million and $2.7 million during the nine
months ended March 31, 2009 and 2008, respectively;
cash used (provided) by prepaid expenses and other current assets of $(1.9) million and
$1.2 million during the nine months ended March 31, 2009 and 2008, respectively;
cash used (provided) by accounts payable of $1.4 million and $(2.6) million during the
nine months ended March 31, 2009 and 2008, respectively; and
cash used (provided) by accrued expenses and other liabilities of $926,000 and $(1.1)
million during the nine months ended March 31, 2009 and 2008, respectively.
issuance of common stock warrants of $1.8 million during the nine months ended March 31,
2009;
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proceeds from long-term debt of $18.0 million and $11.5 million during the nine months
ended March 31, 2009 and 2008, respectively;
exercise of stock options and warrants of $502,000 and $1.7 million during the nine
months ended March 31, 2009 and 2008, respectively; and
net proceeds from the issuance of convertible preferred stock of $30.3 million in the
nine months ended March 31, 2008.
Cash used in financing activities in these periods included:
payment of long-term debt of $480,000 and $570,000 during the nine months ended March 31,
2009 and 2008, respectively.
Table of Contents
Table of Contents
Table of Contents
38
39
Table of Contents
Votes
Proposal
For
Against
Abstain
17,412,939
1,971,968
398,180
22,273,035
2,745,559
397,880
22,314,053
2,695,889
406,532
17,350,581
2,030,886
401,620
17,138,497
2,240,620
403,970
22,228,460
2,782,891
405,124
Table of Contents
40
Dated: May 14, 2009
CARDIOVASCULAR SYSTEMS, INC.
By
/s/ David L. Martin
David L. Martin
President and Chief Executive Officer
(Principal Executive Officer)
By
/s/ Laurence L. Betterley
Laurence L. Betterley
Chief Financial Officer
(Principal Financial and Accounting Officer)
Table of Contents
41
42
43
Exhibit No.
Description
3.1*
3.2
4.1
4.2
4.3
4.4
10.1
10.2
10.3
10.4*
10.5*
10.6
10.7
10.8
10.9
10.10
10.11*
10.12
10.13
Table of Contents
Exhibit No.
Description
10.14
10.15*
10.16*
10.17*
10.18
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26
10.27
10.28
10.29
10.30
10.31
23.1*
31.1*
31.2*
32.1*
32.2*
*
Filed herewith.
Compensatory plan or agreement.
(1)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the
Companys Current Report on Form 8-K filed on March 19, 2009.
Table of Contents
(2)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the
Companys Current Report on Form 8-K filed on March 3, 2009.
(3)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from CSI
Minnesota, Inc.s Registration Statement on Form S-1, File No. 333-148798.
(4)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from CSI
Minnesota, Inc.s Registration Statement on Form 10, File No. 000-53478.
(5)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the
Companys Registration Statement on Form S-8, File No. 333-158755.
(6)
Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the
Companys Registration Statement on Form S-8, File No. 333-158987.
1.
2.
Replidyne, Inc.
|
||||
By: | /s/ Kenneth J. Collins | |||
Kenneth J. Collins | ||||
President and Chief Executive Officer |
3.
1.
2.
3.
4.
5.
OF
REPLIDYNE, INC.
REPLIDYNE, INC.
By:
/s/ Kenneth J. Collins
Kenneth J. Collins
President and Chief Executive Officer
2
3
4
5
6
7
SILICON VALLEY BANK | CARDIOVASCULAR SYSTEMS, INC. | |||||||||||||
(fka Replidyne, Inc.) | ||||||||||||||
|
||||||||||||||
By: | /s/ Benjaman Johnson | By: | /s/ Laurence L. Betterley | |||||||||||
|
Name: | Benjaman Johnson | Name | Laurence L. Betterly | ||||||||||
|
Title: | Deal Team Leader | Title: | Chief Financial Officer | ||||||||||
|
||||||||||||||
CSI MINNESOTA, INC. | ||||||||||||||
(fka Cardiovascular Systems, Inc.) | ||||||||||||||
|
||||||||||||||
By: | /s/ David L. Martin | |||||||||||||
|
Name: | David L. Martin | ||||||||||||
|
Title: | Chief Executive Officer |
8
Company:
|
Cardiovascular Systems, Inc., a Delaware Corporation (formerly known as Replidyne, Inc.) | |
Number of Shares:
|
8,493 | |
Class of Stock:
|
Common Stock | |
Warrant Price:
|
$14.16 per share | |
Restated Warrant Date
|
February 25, 2009 | |
Issue Date:
|
September 12, 2008 | |
Expiration Date:
|
The 10th anniversary after the Issue Date | |
Credit Facility:
|
This Warrant is issued in connection with the Term Loan A referenced in the Loan and Security Agreement dated September 12, 2008 between Silicon Valley Bank and Company (as successor by merger to Cardiovascular Systems, Inc., a Minnesota corporation.) |
2
3
4
5
6
7
8
9
10
Outstanding | ||||
|
||||
Common Stock
|
13,744,890 | |||
Stock Options
|
3,926,936 | |||
Warrants
|
3,134,036 | |||
|
||||
Common Stock outstanding, fully-diluted
|
20,805,862 | |||
|
11
Holders Name | |||||
(Address) | |||||
HOLDER:
|
||||
By: | ||||
Name: | ||||
Title: | ||||
(Date): | ||||
12
COMPANY:
CARDIOVASCULAR SYSTEMS, INC. |
||||
Dated: 3/19/09 | By: | /s/ James E. Flaherty | ||
Name: | James E. Flaherty | |||
Its: Chief Administrative Officer | ||||
LESSOR:
SHMAEL 9450 INVESTORS LLC |
||||
Dated: 3/23/09 | By: | /s/ Jay D. Matthes | ||
Name: | Jay D. Matthes | |||
Its: Authorized Signatory | ||||
Name and Current Position | Base Salary | |||
David L. Martin
President, Chief Executive Officer, Interim Chief Financial Officer and Director |
$ | 395,000 | ||
Laurence L. Betterley
Chief Financial Officer |
$ | 250,000 | ||
James E. Flaherty
Chief Administrative Officer |
$ | 233,000 | ||
Robert J. Thatcher
Executive Vice President |
$ | 250,000 | ||
Paul Koehn
Vice President of Manufacturing |
$ | 206,450 | ||
Brian Doughty
Vice President of Commercial Operations |
$ | 225,000 | ||
Paul Tyska
Vice President of Business Development |
$ | 200,000 | ||
Scott Kraus
Vice President of Sales |
$ | 190,000 |
Target Bonus for | ||||||||
the Six-Month | ||||||||
Period Ended June | ||||||||
Name | Target % | 30, 2009 | ||||||
David L. Martin
|
75 | % | $ | 148,125 | ||||
President, Chief Executive Officer and
Director
|
||||||||
Laurence L. Betterley
|
50 | % | $ | 62,500 | ||||
Chief Financial Officer
|
||||||||
James E. Flaherty
|
50 | % | $ | 58,250 | ||||
Chief Administrative Officer
|
||||||||
Robert J. Thatcher
|
50 | % | $ | 62,500 | ||||
Executive Vice President
|
||||||||
Paul Koehn
|
50 | % | $ | 51,613 | ||||
Vice President of Manufacturing
|
||||||||
Brian Doughty(1)
|
50 | % | $ | 53,125 | ||||
Vice President of Commercial Operations
|
||||||||
Paul Tyska(2)
|
50 | % | $ | 50,000 | ||||
Vice President of Business Development
|
||||||||
Scott Kraus(2)(3)
|
50 | % | $ | 23,750 | ||||
Vice President of Sales
|
(1) | Mr. Doughty was promoted from Vice President of Marketing to Vice President of Commercial Operations on April 6, 2009. On April 29, 2009, the board of directors increased Mr. Doughtys salary from $200,000 to $225,000 effective as of April 1, 2009. Mr. Doughtys target bonus amount has been calculated using his average salary during the period. | |
(2) | The Vice President of Business Development and Vice President of Sales will also be paid sales commissions on a monthly basis. The amount of each such commission will be determined according to a formula based on sales levels. | |
(3) | Mr. Kraus was promoted from Senior Sales Director to Vice President of Sales on April 6, 2009. On April 29, 2009, the board of directors fixed Mr. Krauss salary at $190,000 for this new position and made him eligible to receive a bonus under this plan, both effective as of April 1, 2009. Mr. Krauss target bonus amount has been prorated for the period from April 1, 2009 through June 30, 2009. |
2
3
4
5
6
7
8
9
10
11
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Name: | David L. Martin | |||
Title: | President and Chief Executive Officer | |||
Indemnitee | ||||
12
Signature
|
||||
Typed Name
|
||||
Office
|
Cumulative Percentage | ||
Vesting Date | of Shares | |
|
||
|
2
3
4
5
6
7
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant | ||||
8
Vesting Date |
Cumulative Percentage
of Shares |
|
|
||
|
2
3
4
5
6
7
CARDIOVASCULAR SYSTEMS, INC. | ||||
|
||||
|
By: | |||
|
||||
|
Its: | |||
|
|
|||
|
||||
|
||||
Participant |
8
1
Vesting Date | Cumulative Percentage of Shares | |
2
3
4
5
6
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant | ||||
7
Cumulative Percentage | ||
Vesting Date | of Units | |
|
||
|
2
3
4
5
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant | ||||
6
-1-
Percentage or Number of | ||||
Performance Objective(s) | Achievement | Shares Vested | ||
|
-2-
-3-
-4-
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant |
-5-
-1-
Percentage or Number of | ||||||||
Performance Objective(s) | Achievement | Units Vested | ||||||
|
||||||||
|
||||||||
|
-2-
-3-
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant | ||||
-4-
Vesting Date | Cumulative Percentage of Shares | |
2
3
4
5
6
CARDIOVASCULAR SYSTEMS, INC.
|
||||
By: | ||||
Its: | ||||
Participant | ||||
7
1. | I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ David L. Martin | |||
Dated: May 14, 2009 | David L. Martin | |||
President and Chief Executive Officer | ||||
1. | I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ Laurence L. Betterley | |||
Dated: May 14, 2009 | Laurence L. Betterley | |||
Chief Financial Officer | ||||
By: | /s/ David L. Martin | |||
Dated: May 14, 2009 | David L. Martin | |||
President and Chief Executive Officer | ||||
By: | /s/ Laurence L. Betterley | |||
Dated: May 14, 2009 | Laurence L. Betterley | |||
Chief Financial Officer | ||||