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SONO > SEC Filings for SONO > Form 8-K on 3-Nov-2008All Recent SEC Filings

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Form 8-K for SONOSITE INC


3-Nov-2008

Entry into a Material Definitive Agreement, Results of Operations and Financial Cond


Item 1.01 Entry into a Material Definitive Agreement.

On October 30, 2008, in connection with the convertible note repurchases described in Item 8.01 below, SonoSite entered into partial unwind agreements with JPMorgan Chase Bank, National Association ("JPMorgan") which amend the terms of the convertible note hedge and warrant agreements entered into in July 2007 relating to the 3.75% Convertible Senior Notes due 2014 (the "Convertible Notes") previously issued by SonoSite. Forms of the partial unwind agreement related to the convertible note hedge and warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference in this Current Report on Form 8-K. SonoSite previously filed the underlying convertible note hedge and warrant agreements as exhibits to its Quarterly Report on Form 10-Q filed on August 9, 2007.



Item 2.02 Results of Operations and Financial Condition.

On October 30, 2008, SonoSite held a conference call to discuss its financial results for the third quarter ended September 30, 2008. A transcript of the call is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of SonoSite under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.



Item 8.01 Other Events.

On October 30, 2008, SonoSite issued a press release announcing that it has repurchased an aggregate of $60.3 million of the principal outstanding amount of its Convertible Notes in the open market for total consideration of approximately $47.4 million in cash, excluding accrued interest. Following these repurchases, Convertible Notes representing $164.7 million of principal debt are outstanding.
As a result of the repurchases that have occurred to date, SonoSite expects to report a pre-tax gain of approximately $11 million, net of deferred issuance costs, in the fourth quarter. In connection with the issuance of the Convertible Notes in July 2007, SonoSite entered into a convertible note hedge transaction and a warrant transaction with JPMorgan. As a result of the repurchase, the convertible note hedge and warrant positions associated with the repurchased Convertible Notes will be unwound pursuant to the partial unwind agreements described in Item 1.01 above. The unwinding of these instruments will result in net proceeds to SonoSite of approximately $400,000.
As of October 30, 2008, the company had in excess of $280 million in cash and investments prior to these transactions. SonoSite may make additional repurchases of the Convertible Notes in the future and may continue to unwind the associated hedge and warrant positions.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference in this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number   Description
10.1     Form of Partial Unwind Agreement with respect to the Note Hedge
         Transaction Confirmation, dated July 11, 2007 between SonoSite, Inc. and
         JPMorgan Chase Bank, National Association

10.2     Form of Partial Unwind Agreement with respect to the Warrant
         Confirmation, dated July 11, 2007 between SonoSite, Inc. and JPMorgan
         Chase Bank, National Association

99.1     Third Quarter 2008 Earnings Call Transcript of SonoSite, Inc., dated
         October 30, 2008

99.2     SonoSite, Inc. press release issued October 30, 2008

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