UPI (MM)

  

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): March 30, 2015

 

 

UROPLASTY, INC.

 

(Exact name of registrant as specified in its charter)

 

Minnesota	001-32632	41-1719250
(State or other jurisdiction  of incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

 

5420 Feltl Road  Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

 

(952) 426-6140 

(Registrant’s telephone number, including area code)

 

Not Applicable 

(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:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On December 21, 2014, Uroplasty, Inc. (“Uroplasty” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vision-Sciences, Inc., a Delaware corporation (“Vision”), and Visor Merger Sub LLC, a Delaware limited liability company and of which the sole member is Vision (“Merger Sub”), providing for the merger of Uroplasty with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Vision (the “Merger”).

 

On March 30, 2015, Uroplasty held a Special Meeting of Shareholders (the “Special Meeting”) at its corporate headquarters located in Minnetonka, Minnesota. At the Special Meeting, holders of a majority of the outstanding Uroplasty Shares approved the adoption of the Merger Agreement and the transactions related thereto.

 

Pursuant to the Merger Agreement, on March 31, 2015, Uroplasty merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation under the name “Uroplasty, LLC”. Further, Vision changed its name to “Cogentix Medical, Inc.” and each share of common stock, $0.01 par value, of Vision (“Vision Shares”) will now trade on the Nasdaq Stock Market (“NASDAQ”) under the new symbol “CGNT”. Following the completion of the Merger, Uroplasty’s common stock, par value $0.01 per share (“Uroplasty Shares”), ceased to trading on NASDAQ.

 

Pursuant to the Merger Agreement and as of the effective time of the Merger (the “Merger Effective Time”), each Uroplasty Share outstanding immediately prior to the Merger Effective Time (other than Uroplasty Shares held by Uroplasty as treasury stock and Uroplasty Shares owned by Uroplasty, Vision or any of their respective subsidiaries) was converted into the right to receive 0.72662 Vision Shares. This calculation reflected the 3.6331 Exchange Ratio as defined in the Merger Agreement as adjusted for Vision’s one-for-five reverse stock split plus cash (without interest) in lieu of fractional shares, if any, in an amount equal to the product of (a) such fractional part of a Vision Share, multiplied by (b) $1.85, the closing price for a Vision Share as reported on NASDAQ on March 30, 2015, the trading day immediately prior to the Merger Effective Time, adjusted for Vision’s one-for-five reverse stock split (collectively, the “Merger Consideration”).

 

Immediately following the Merger Effective Time, Vision shareholders owned approximately 37.5% and Uroplasty shareholders owned approximately 62.5% of the combined company on a fully-diluted basis, excluding shares of Vision common stock issuable upon the conversion of promissory notes and warrants held by Mr. Lewis C. Pell, former Chairman of Vision (which were amended in connection with the Merger).

 

As of the Merger Effective Time, all outstanding options to purchase Uroplasty Shares and other equity awards based on Uroplasty Shares, which were outstanding immediately prior to the Merger Effective Time, became, respectively, options to purchase Vision Shares and, with respect to all other Uroplasty equity awards, awards based on Vision Shares, in each case, on terms substantially identical to those in effect prior to the Merger Effective Time, except for the adjustments to the underlying number of shares and the exercise price based on the exchange ratio used in the Merger and other adjustments as provided in the Merger Agreement.

 

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on December 22, 2014.

 

Vision registered the issuance of the Vision Shares to the shareholders of Uroplasty with the Securities and Exchange Commission on a Registration Statement on Form S-4 (File No. 333-201721).

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

In connection with the closing of the Merger, Uroplasty notified NASDAQ on March 31, 2015, that, as of the Merger Effective Time, each Uroplasty Share then issued and outstanding (other than Uroplasty Shares held by Uroplasty as treasury stock and Uroplasty Shares owned by Uroplasty, Vision or any of their respective subsidiaries) would cease to be issued and outstanding and would be automatically converted into the right to receive the Merger Consideration, and requested that NASDAQ file with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration Under Section 12(b) on Form 25 to delist and deregister the Uroplasty Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Uroplasty Shares on NASDAQ was suspended as of the close of trading on March 31, 2015.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

As of the Merger Effective Time, each Uroplasty Share then issued and outstanding (other than Uroplasty Shares held by Uroplasty as treasury stock and Uroplasty Shares owned by Uroplasty, Vision or any of their respective subsidiaries, which Uroplasty Shares were cancelled) ceased to be issued and outstanding and was automatically converted into the right to receive the Merger Consideration.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 30, 2015, Uroplasty held a Special Meeting of Shareholders at its corporate offices in Minnetonka, Minnesota. At the Special Meeting, the following proposals were submitted to a vote by stockholders, the results for each of which are set forth below:

 

1. To approve the agreement and plan of merger, dated as of December 21, 2014, among Uroplasty, Inc., Vision-Sciences, Inc., and Visor Merger Sub LLC, and approve the merger of Uroplasty, Inc. with and into Visor Merger Sub LLC, with Visor Merger Sub LLC as the surviving company and a direct, wholly-owned subsidiary of Vision-Sciences, Inc.

 

FOR	AGAINST	ABSTAIN	BROKER  NON-VOTE
12,848,864	2,620,888	101,924	0

2. To approve any motion to adjourn the Uroplasty special meeting, or any adjournment thereof, to another time or place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Uroplasty special meeting to approve the merger agreement and approve the transactions contemplated thereby.

 

FOR	AGAINST	ABSTAIN	BROKER  NON-VOTE
12,552,984	2,834,811	183,881	0

 

Item 7.01. Regulation FD Disclosure.

 

On March 30, 2015, Uroplasty and Vision issued a joint press release announcing that its shareholders had approved the Merger Agreement and the transaction set forth in the Merger Agreement, a copy of which is included as Exhibit 99.1 to this report and is incorporated herein by reference.

 

On March 31, 2015, Uroplasty and Vision issued a joint press release announcing the completion of the Merger and the transactions set forth in the Merger Agreement, a copy of which is included as Exhibit 99.2 to this report and is incorporated herein by reference.

 

The information in this Item 7.01 (including the press release) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 21, 2014, among Vision-Sciences, Inc., Visor Merger Sub LLC and Uroplasty, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on December 22, 2014).
99.1		Press Release of Uroplasty, Inc. and Vision-Sciences, Inc. dated March 30, 2015 (Furnished herewith).
99.2		Press Release of Uroplasty, Inc. and Cogentix Medical, Inc. (f/k/a Vision-Sciences, Inc.) dated March 31, 2015 (Furnished herewith).

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 31, 2015	UROPLASTY, INC.
	By:	/s/ Brett Reynolds
	Name:	Brett Reynolds
	Title:	Senior Vice President, Chief Financial Officer and Corporate Secretary

 

 

 

UROPLASTY, INC. 

CURRENT REPORT ON FORM 8-K

 

EXHIBIT INDEX

 

Exhibit No.		Description		Method of Filing
2.1		Agreement and Plan of Merger, dated as of December 21, 2014, among Vision-Sciences, Inc., Visor Merger Sub LLC and Uroplasty, Inc.		Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on December 22, 2014
99.1		Press Release of Uroplasty, Inc. and Vision-Sciences, Inc. dated March 30, 2015.		Furnished herewith
99.2		Press Release of Uroplasty, Inc. and Cogentix Medical, Inc. (f/k/a Vision-Sciences, Inc.) dated March 31, 2015.		Furnished herewith

 

 

EXHIBIT 99.1

 

NEWS RELEASE

 

 

 

Uroplasty and Vision-Sciences Shareholders

Approve Merger Agreement

 

MINNEAPOLIS, MN & ORANGEBURG, NY, March 30, 2015 – Uroplasty, Inc. (NASDAQ: UPI) and Vision-Sciences, Inc. (NASDAQ: VSCI) announced that at the special meeting of each company’s shareholders held today, the shareholders of each of Uroplasty and Vision-Sciences voted to approve the previously announced agreement and plan of merger between the two companies.

 

“We are pleased with the outcome of today’s special meetings, and I would like to thank both shareholder groups for approving the merger agreement,” said Rob Kill, President and CEO of Uroplasty. “Our shareholders today endorsed a transformative combination that will create a new medical device company well positioned for growth and value creation for our stakeholders.”

 

Howard Zauberman, President and CEO of Vision-Sciences, commented, “Our shareholders have voted to maximize the market opportunity for the EndoSheath technology and growth of our combined company, and we look forward to accelerating growth as one company.”

 

Completion of the merger is expected to occur later this week subject to certain closing conditions. Upon completion, the two companies will operate as Cogentix Medical, Inc. and trade on NASDAQ under the symbol CGNT.

 

About Uroplasty

 

Uroplasty, Inc., headquartered in Minnetonka, Minnesota, with wholly-owned subsidiaries in The Netherlands and the United Kingdom, is a global medical device company that develops, manufactures and markets innovative proprietary products for the treatment of voiding dysfunctions. Uroplasty’s focus is the continued commercialization of its Urgent® PC Neuromodulation System, which is an FDA-cleared device that delivers percutaneous tibial nerve stimulation (PTNS) for the office-based treatment of overactive bladder (OAB). OAB is a chronic condition that affects approximately 42 million U.S. adults. The symptoms include urinary urgency, frequency and urge incontinence. Uroplasty also offers Macroplastique®, an injectable urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency. For more information on Uroplasty and its products, please visit Uroplasty, Inc. at www.uroplasty.com.

 

 

About Vision-Sciences

 

Based in Orangeburg, New York, Vision-Sciences, Inc. designs, develops, manufactures and markets products for flexible endoscopy. The company's unique product lines feature a streamlined visualization system and proprietary sterile disposable microbial barrier, known as EndoSheath technology, providing users with efficient and cost effective endoscope turnover while enhancing patient safety. For more information on Vision-Sciences and its products, please visit Vision-Sciences, Inc. at www.visionsciences.com.

 

For Further Information:  

Uroplasty, Inc.  

Brett Reynolds, SVP and CFO  

415-652-9100/310-579-6199

 

Vision-Sciences, Inc.
Gary Siegel, VP of Finance
845-848-1085

 

 

EVC Group  

Doug Sherk/Brian Moore (Investors)

415-652-9100/310-579-6199  

Janine McCargo (Media)

646-688-0425 

 

Cautionary Statements Related to Forward-Looking Statements

 

This press release includes forward-looking statements.  These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning.  Forward-looking statements in this press release include, but are not limited to, statements about the benefits of the transaction; expected revenue growth rates; the expected timing of the completion of the transaction; and the combined company’s plans, objectives, expectations and intentions with respect to future operations, products and services.  Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement.  Applicable risks and uncertainties include, among others, uncertainties as to the timing of the transaction; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of either company’s control; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Uroplasty and Vision-Sciences may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on each company’s respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; and the risks identified under the heading “Risk Factors” in the joint proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”), in Uroplasty’s Annual Report on Form 10-K, for the fiscal year ended March 31, 2014, filed with the SEC on June 9, 2014, and Vision-Sciences’ Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the SEC on May 30, 2014, as well as both companies’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Uroplasty and Vision-Sciences caution investors not to place considerable reliance on the forward-looking statements contained in this press release.  You are encouraged to read Uroplasty’s and Vision-Sciences’ filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Uroplasty and Vision-Sciences undertake no obligation to update or revise any of these statements.  Uroplasty’s and Vision-Sciences’ businesses are subject to substantial risks and uncertainties, including those referenced above.  Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

 

 

###

 

 

 

 

EXHIBIT 99.2

 

 

 

 

 

Uroplasty and Vision Sciences Complete Merger
Merged Company is now Cogentix Medical, Inc.

 

Combination Creates New Medical Device Company Positioned for Growth

Cogentix shares will begin trading under symbol CGNT on April 1, 2015

 

MINNEAPOLIS, MN & ORANGEBURG, NY, March 31, 2015 -- Uroplasty, Inc. (NASDAQ: UPI) and Vision-Sciences, Inc. (NASDAQ: VSCI) today announced the completion of their merger. The merger agreement was originally announced in December 2014, and completion of the all-stock combination creates a new medical device company named Cogentix Medical, Inc. Beginning on April 1, 2015, Cogentix Medical, Inc. will trade on the NASDAQ under the symbol CGNT. Cogentix Medical will have its U.S. headquarters in Minnetonka, MN, where Uroplasty’s current headquarters is located.

 

Cogentix Medical will initially focus on leveraging its innovative product offerings in urology under the leadership of the Uroplasty management team, with Rob Kill serving as President and CEO. "The completion of our merger with Vision-Sciences and the creation of Cogentix Medical marks another milestone on our path to accelerating revenue growth and broadening our product offerings to physicians," said Rob Kill, President and CEO of Cogentix. "We remain highly confident in the benefits of this merger combination, our ability to leverage our distribution platform and the future growth prospects for Cogentix Medical. We look forward to working with the members of the former Vision-Sciences team to complete our integration plans and realize the significant synergies the merger has created.”

 

Cogentix Medical is expected to generate revenue of approximately $50 million for the fiscal year beginning April 1, 2015, as well as realize cost synergies of approximately $3 million.

 

Uroplasty’s financial advisor was Piper Jaffray & Co. and its legal advisor was Oppenheimer Wolff & Donnelly LLP. Vision-Sciences’ financial advisor was Leerink Partners LLC and its legal advisor was Royer Cooper Cohen Braunfeld LLC.

 

About Cogentix

 

Cogentix Medical, Inc., headquartered in Minnetonka, Minnesota, with operations in New York, The Netherlands and the United Kingdom, is a global medical device company. We design, develop, manufacture and market products for flexible endoscopy with our unique product lines featuring a streamlined visualization system and proprietary sterile disposable microbial barrier, known as EndoSheath technology, providing users with efficient and cost effective endoscope turnover while enhancing patient safety. We also commercialize the Urgent® PC Neuromodulation System, an FDA-cleared device that delivers percutaneous tibial nerve stimulation (PTNS) for the office-based treatment of overactive bladder (OAB). OAB is a chronic condition that affects approximately 42 million U.S. adults. The symptoms include urinary urgency, frequency and urge incontinence. We also offer Macroplastique®, an injectable urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency. For more information on Cogentix and ours products, please visit us at www.cogentixmedical.com.

 

.

 

 

 

For Further Information:  

Cogentix Medical, Inc.  

Brett Reynolds, SVP and CFO  

952-426-6152  

 

EVC Group  

Doug Sherk/Brian Moore (Investors)

415-652-9100/310-579-6199

Janine McCargo (Media)  

646-688-0425

 

Cautionary Statements Related to Forward-Looking Statements

 

This press release includes forward-looking statements.  These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning.  Forward-looking statements in this press release include, but are not limited to, statements about the benefits of the merger transaction; expected revenue growth rates; and the company’s plans, objectives, expectations and intentions with respect to future operations, products and services.  Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement.  Applicable risks and uncertainties include, among others, the risk that ongoing shareholder litigation in connection with the merger transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of either company’s control; the failure to realize synergies and cost-savings from the merger transaction or delay in realization thereof; the businesses of Uroplasty and Vision-Sciences may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on the combined company’s respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; and the risks identified under the heading “Risk Factors” in the joint proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) on February 23, 2015, in Uroplasty’s Annual Report on Form 10-K, for the fiscal year ended March 31, 2014, filed with the SEC on June 9, 2014, and Vision-Sciences’ Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the SEC on May 30, 2014, as well as Uroplasty’s and Vision-Sciences’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Cogentix cautions investors not to place considerable reliance on the forward-looking statements contained in this press release.  You are encouraged to read Uroplasty’s and Cogentix’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Cogentix undertake no obligation to update or revise any of these statements.  Cogentix businesses are subject to substantial risks and uncertainties, including those referenced above.  Investors, potential investors, and others should give careful consideration to these risks and uncertainties.