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Prepared By R.R. Donnelley Financial -- Form 8-K
 
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
 
Date of Report (Date of earliest event reported):  08/28/2013
 
LeMaitre Vascular, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-33092
 
Delaware
  
04-2825458
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
63 Second Avenue
Burlington, MA 01803
(Address of principal executive offices, including zip code)
 
781-221-2266
(Registrant’s telephone number, including area code)
 
(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))
 

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On August 28, 2013, LeMaitre Vascular, Inc. (the "Company") entered into an Asset Purchase Agreement with InaVein, LLC ("InaVein") for the purchase of substantially all of the assets of InaVein, which assets relate to products used to treat varicose veins. The Company consummated the acquisition and acquired the assets on August 28, 2013 (the "Closing Date") for cash consideration and contingent consideration. The cash consideration consists of: (i) $2,125,000 paid on the Closing Date and (ii) $375,000 payable following the first anniversary of the Closing Date. The contingent consideration consists of: (i) a payment equal to 0.7 times the amount by which net sales (as defined in the Asset Purchase Agreement) of the acquired products in the first year following the Closing Date exceed $2.5 million, with such payment being capped at $500,000, (ii) a payment equal to 0.7 times the amount by which net sales of the acquired products in the second year following the Closing Date exceed the greater of $2.7 million and the actual net sales of the acquired products in the first year following the Closing Date, with such payment being capped at $500,000, and (iii) $400,000 if certain acquired products are re-registered with the China Food and Drug Administration by August 31, 2014.

The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. Additionally, for a period of five years following the Closing Date, InaVein has agreed not to engage in certain competitive activities with respect to the business sold and not to solicit its former employees now employed by the Company. Both parties are obligated, subject to certain limitations, to indemnify the other under the Asset Purchase Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims.

The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such document, which will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

 
 
Item 7.01.    Regulation FD Disclosure
 
On August 28, 2013, the Company issued a press release announcing the matters described in Item 1.01 of this Current Report on Form 8-K. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed "filed" for any purpose.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K:

Exhibit        Document Description
99.1        Press Release dated August 28, 2013.
 

 

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.
 
           
LeMaitre Vascular, Inc.
 
 
Date: August 28, 2013
     
By:
 
/s/    David B. Roberts
               
David B. Roberts
               
President
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release dated August 28, 2013
DC13708.htm EXHIBIT 99.1

LeMaitre Vascular Acquires InaVein

BURLINGTON, Mass., August 28, 2013 (GLOBE NEWSWIRE) -- LeMaitre Vascular, Inc. (Nasdaq:LMAT), a provider of peripheral vascular
devices and implants, announced today that it acquired the assets of InaVein, LLC for $2.5mm, or 1.1X InaVein's 2012 sales, and
potential earn-out payments in 2014 and 2015 based on the performance of the acquired business and regulatory approval in China.
InaVein owned and marketed the TRIVEX System, a business that carried a 60-70% gross margin.

TRIVEX is a system comprised of capital equipment and disposables that enables less invasive removal of varicose veins. In this
procedure, an illuminator instrument is inserted through a small incision into the leg, enabling visualization of varicose veins.
A second instrument removes the veins. Compared to conventional hook phlebectomy, this surgical procedure is faster and results in
more complete vein removal through fewer incisions.

This acquisition introduces a new product line to the LeMaitre Vascular sales bag and builds LeMaitre Vascular's presence in the
varicose vein market. Because InaVein is a 4 employee company based in Lexington, MA-less than 5 miles from LeMaitre Vascular's
headquarters-LeMaitre Vascular anticipates a smooth integration process.

"TRIVEX is a unique solution for the removal of varicose vein branches, a niche not effectively addressed through devices that focus
on the greater saphenous vein. This transaction fits nicely into LeMaitre's playbook of acquiring under-marketed devices at an
attractive price, and bringing them to more potential vascular surgeon customers through the expansive reach of our direct sales
force," said David Roberts, President of LeMaitre Vascular.

Business Outlook
Guidance on how this acquisition may affect LeMaitre Vascular's 2013 revenue and operating income will be provided on the Company's
Q3 2013 earnings call.

About LeMaitre Vascular

LeMaitre Vascular is a provider of devices and implants for the treatment of peripheral vascular disease, a condition that
affects more than 20 million people worldwide. The Company develops, manufactures and markets disposable and implantable vascular
devices to address the needs of its core customer, the vascular surgeon. The Company's diversified product portfolio consists of
brand name devices used in arteries and veins outside of the heart. Additional information can be found at http://www.lemaitre.com.

LeMaitre, the LeMaitre Vascular logo and TRIVEX are registered trademarks of LeMaitre Vascular, Inc.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. Statements in this press release regarding the Company's business that are not historical facts may be "forward-looking
statements" that involve risks and uncertainties. Forward-looking statements are based on management's current, preliminary
expectations and are subject to risks and uncertainties that could cause actual results to differ from the results predicted. These
risks and uncertainties include, but are not limited to, the risk that the Company may not realize the anticipated benefits of its
strategic activities and other risks and uncertainties included under the heading "Risk Factors" in its most recent Annual Report on
Form 10-K, as updated by its subsequent filings with the SEC, all of which are available on the Company's investor relations website
at http://www.lemaitre.com and on the SEC's website at http://www.sec.gov. Undue reliance should not be placed on forward-looking
statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking
statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of
unanticipated events.

CONTACT:LeMaitre Vascular, Inc.
        Mary Nielson
        +1-781-425-1659
        mnielson@lemaitre.com
        http://www.lemaitre.com