AngioDynamics, Inc. (NASDAQ:ANGO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
the Company) entered into an underwriting agreement (the
Underwriting Agreement) with Barclays Capital Inc. (the
Underwriter) and certain selling stockholders named
therein (the Selling Stockholders). to the Underwriting
Agreement, the Selling Stockholders agreed to sell 2,350,000
shares of the Companys common stock, $0.01 par value per share
(the Common Stock) to the Underwriter at a price of $16.00
per share.
warranties and covenants of the Company and also provides for
customary indemnification by each of the Company, the Selling
Stockholders and the Underwriter against certain liabilities and
customary contribution provisions in respect of those
liabilities.
to the Companys Registration Statement on Form S-3 (Registration
No. 333-190642), including a prospectus supplement dated April 6,
2017 to the prospectus contained therein dated October 3, 2013,
filed by the Company with the Securities and Exchange Commission
to Rule 424(b)(7) under the Securities Act of 1933, as amended.
The sale of the Common Stock closed on April 12, 2017.
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and
incorporated herein by reference.
of Directors; Appointment of Principal Officers
into a Stockholders Agreement (the Stockholders Agreement)
with Avista Capital Partners, L.P. (Avista), Avista
Capital Partners (Offshore), L.P., Navilyst Medical Co-Invest LLC
and, solely with respect to, and as specified in, Article IV,
Avista Capital Holdings, L.P. (collectively, the
Stockholders), to which, among other things, AngioDynamics
agreed to increase the size of its Board of Directors from eight
(8) to ten (10) directors and granted Avista the right to appoint
two (2) directors to AngioDynamics Board of Directors until such
time as, with respect to the first director, the Stockholders
beneficial ownership in AngioDynamics has been reduced below 20%
of the then outstanding voting shares and, with respect to the
second director, the Stockholders beneficial ownership in
AngioDynamics has been reduced below 10% of the then outstanding
voting shares.
Stock to the Underwriting Agreement, the Stockholders beneficial
ownership in AngioDynamics has been reduced below 10% of the
outstanding voting shares. As a result, in accordance with the
terms of his appointment to AngioDynamics Board of Directors and
the terms of the Stockholders Agreement, David Burgstahler
resigned as a director on April 12, 2017.
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Exhibit
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No.
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Description
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1.1
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Underwriting Agreement, dated April 6, 2017, by and among
AngioDynamics, Inc., certain shareholders named therein and Barclays Capital Inc. |
About AngioDynamics, Inc. (NASDAQ:ANGO)
AngioDynamics, Inc. designs, manufactures and sells a range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. The Company’s devices are used in minimally invasive, image-guided procedures. The Company offers products within three product groupings: Peripheral Vascular, Vascular Access and Oncology/Surgery. The Company’s Peripheral Vascular products include Fluid Management, Venous, Thrombus Management, as well as other core products. The Company’s BioFlo products incorporate Endexo Technology into the manufacturing and design of its Vascular Access products. Its Oncology/Surgery product offerings include its Microwave Ablation products, Radiofrequency Ablation (RFA) and its NanoKnife product lines. AngioDynamics, Inc. (NASDAQ:ANGO) Recent Trading Information
AngioDynamics, Inc. (NASDAQ:ANGO) closed its last trading session down -0.23 at 15.58 with 453,590 shares trading hands.
