Restore Medical, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
02 Junho 2008 - 6:24PM
Edgar (US Regulatory)
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): June 2, 2008
RESTORE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51998
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41-1955715
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(State or other jurisdiction
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(Commission file number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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2800 Patton Road, St. Paul, MN 55113
(Address of principal executive offices)
Registrants telephone number, including area code:
(651) 634-3111
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 (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
On June 2, 2008, Restore Medical issued a press release announcing it has set a date for a
special meeting of its stockholders for July 16, 2008. Stockholders of record as of the close of
business on June 6, 2008, will be entitled to vote at the meeting. A copy of the press release is
furnished as Exhibit 99.1 to this report.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
Restore Medical plans to file with the Securities Exchange Commission (SEC) and mail to its
stockholders a definitive proxy statement in connection with the transaction on or around June 11,
2008. The proxy statement will contain important information about Restore Medical, the proposed
merger with Medtronic, and related matters. Stockholders are urged to read the proxy statement
regarding the proposed merger when it becomes available because it will contain important
information that stockholders should consider before making a decision about the merger. A free
copy of the proxy statement (when available) and other related documents filed by Restore Medical
with the SEC can be obtained at the SECs website at www.sec.gov. The proxy statement (when
available) and the other documents also may also be obtained at no charge by (i) accessing Restore
Medicals website at www.restoremedical.com, clicking on the About Restore Medical link, followed
by the Investor Relations link and then the SEC Filings heading; (ii) writing to Restore
Medical at 2800 Patton Road, St. Paul, MN 55113, Attention: Christopher Geyen, CFO; or, (iii)
emailing Christopher Geyen at cgeyen@restoremedical.com.
Restore Medical and its directors, executive officers and certain other members of management
and employees, along with certain of its authorized representatives, may be soliciting proxies from
Restore Medicals stockholders in favor of the merger. Information regarding the individuals who
may, under the rules of the SEC, be considered participants in the solicitation of Restore
Medicals stockholders in connection with the proposed merger will be set forth in the proxy
statement when it is filed with the SEC. Information about Restore Medicals executive officers
and directors can be found in the Companys annual report on Form 10-K/A for the year ended
December 31, 2007 filed with the SEC on April 25, 2008. Free copies of these documents can be
obtained from Restore Medical using the contact information listed above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press release dated June 2, 2008, of Restore Medical, Inc.
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SIGNATURE
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.
Date: June 2, 2008
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RESTORE MEDICAL, INC.
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By:
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/s/ Christopher R. Geyen
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Christopher R. Geyen
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated June 2, 2008 of Restore Medical, Inc.
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