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SPNC > SEC Filings for SPNC > Form 8-K on 7-Jan-2013All Recent SEC Filings

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Form 8-K for SPECTRANETICS CORP


7-Jan-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 7, 2013, The Spectranetics Corporation (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Upstream Peripheral Technologies Ltd. ("Upstream"), and ARAN Research Development & Prototypes Ltd. ("ARAN"). Under the Purchase Agreement, the Company purchased three product lines from Upstream: the UPSTREAM™ Needle Holder, the UPSTREAM™ Support Catheter, and the UPSTREAM™ GR Guiding Balloon Catheter.

The base purchase price under the Purchase Agreement is $5.5 million, of which $1.5 million was deposited in an escrow account under standard terms and conditions. The Purchase Agreement provides for additional earn-out payments by the Company of (a) $1.0 million based on successful transfer of product, manufacturing and regulatory related documentation; (b) $500,000 upon first sales of products manufactured at a Company facility; (c) up to $1 million related to certain specified intellectual property milestones; and (d) one-third of revenues from the product lines purchased from Upstream in 2014, 2015, and 2016, subject to an overall cap as set forth in the Purchase Agreement. The Purchase Agreement also includes set-off rights and additional future escrow deposits as specified therein.

In connection with the transactions contemplated by the Purchase Agreement, the Company, Upstream, and ARAN have entered into a Manufacturing, Supply and Regulatory Transition Services Agreement under which Upstream and ARAN will manufacture the products for the Company until regulatory approvals and manufacturing have transferred to the Company. In addition, Upstream, ARAN and two principals of Upstream have entered into non-competition agreements.

Prior to the acquisition, the Company had no material relationships with Upstream or ARAN.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description

10 Asset Purchase Agreement, dated January 7, 2012, among the Company, Upstream Peripheral Technologies Ltd., and ARAN Research Development & Prototypes Ltd.*
99 Press release dated January 7, 2012.

* The representations and warranties contained in the Asset Purchase Agreement were made for the purposes of allocating contractual risk between the parties and not as a means of establishing facts; the representations and warranties may have different standards of materiality; the representations are qualified by a disclosure schedule that contains some non-public information that is not material; facts may have changed since the date of the agreement; and only parties to the Purchase Agreement have a right to enforce the agreement.

The disclosure schedules and exhibits have been omitted from the Asset Purchase Agreement, as filed. The Company agrees to furnish supplementally to the Commission upon request a copy of any omitted schedule.


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