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ATRC > SEC Filings for ATRC > Form 8-K/A on 13-Mar-2014All Recent SEC Filings

Show all filings for ATRICURE, INC.

Form 8-K/A for ATRICURE, INC.


13-Mar-2014

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.

On January 2, 2014, AtriCure, Inc. ("AtriCure" or the "Company") filed a Current Report on Form 8-K (the "Original Filing") to report the Company's acquisition of Estech (defined below) pursuant to the Merger Agreement, dated as of December 19, 2013 (the "Merger Agreement"), among AtriCure, Niners Merger Sub, LLC, a Delaware limited liability company and a subsidiary of AtriCure ("Merger Sub"), Endoscopic Technologies, Inc., a Delaware corporation ("Estech") and Fortis Advisors LLC, solely in its capacity as representative of the stockholders ("Representative"). This Form 8-K/A is being filed to amend the Original Filing to provide the required financial statements and pro forma financial information described below. Capitalized terms used in this Current Report but not defined herein shall have the respective meanings assigned thereto in the Original Filing.

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of Endoscopic Technologies, Inc. for the years ended December 31, 2012 and December 31, 2011, including the notes to such financial statements, are incorporated herein by reference to Exhibit
99.1. The unaudited consolidated financial statements of Endoscopic Technologies, Inc. for the nine months ended September 30, 2013 and September 30, 2012, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.2.

(b) Pro Forma Financial Information

The pro forma financial information of the Company and Endoscopic Technologies, Inc., including the pro forma balance sheet as of September 30, 2013, the pro forma condensed combined statement of continuing operations for the fiscal year ended December 31, 2012 and the pro forma condensed combined statement of continuing operations for the nine months ended September 30, 2013, including the notes to such pro forma financial information, are incorporated herein by reference to Exhibit 99.3.

(d) Exhibits

99.1    Endoscopic Technologies, Inc. audited consolidated financial statements
        (balance sheet as of December 31, 2012 and December 31, 2011, statements
        of operations for the years ended December 31, 2012 and December 31, 2011,
        statements of stockholders' equity for the years ended December 31, 2012
        and December 31, 2011, and statements of cash flows for the years ended
        December 31, 2012 and December 31, 2011) (incorporated by reference from
        the Company's Registration Statement on Form S-3 File No. 333-193370 as
        filed on January 15, 2014 and amended by amendment No. 1 to Form S-3 filed
        on February 3, 2014).

99.2    Endoscopic Technologies, Inc. unaudited consolidated financial statements
        (balance sheet as of September 30, 2013, statements of operations for the
        nine months ended September 30, 2013, and September 30, 2012, statements
        of stockholders' equity for the nine months ended September 30, 2013 and
        September 30, 2012, and statements of cash flows for the for the nine
        months ended September 30, 2013 and September 30, 2012) (incorporated by
        reference from the Company's Registration Statement on Form S-3 File No.
        333-193370 as filed on January 15, 2014 and amended by amendment No. 1 to
        Form S-3 filed on February 3, 2014).

99.3    Company and Endoscopic Technologies, Inc. pro forma financial information
        (pro forma condensed combined balance sheet as of September 30, 2013, pro
        forma condensed combined statement of continuing operations for the fiscal
        year ended December 31, 2012 and pro forma condensed combined statement of
        continuing operations for the nine months ended September 30, 2013)
        (incorporated by reference from the Company's Registration Statement on
        Form S-3 File No. 333-193370 as filed on January 15, 2014 and amended by
        amendment No. 1 to Form S-3 filed on February 3, 2014).


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