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): April ~~February 8~~12, 2023

CARDIOVASCULAR SYSTEMS, INC.

Delaware

000-52082

41-1698056

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(Exact Name of registrant as specified in its charter)

Delaware	000-52082	41-1698056
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1225 Old Highway 8 Northwest

St. Paul, Minnesota 55112-6416

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices and Zip Code~~offices)

(651) 259-1600

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~CFR 17~~ §230.405 of this chapter) or Rule ~~12b~~12n-2 of the Securities Exchange Act of ~~1934~~1034 (~~17 CFR~~ § 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, One-tenth of One Cent ($0.001)Par Value Per Share			CSII			The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, One-tenth of One Cent ($0.001) Par Value Per Share	CSII	The Nasdaq Stock Market LLC

OnItem ~~February~~ 8~~, 2023, Cardiovascular Systems, Inc~~.,01 aOther Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abbott Laboratories, an Illinois corporation (“Parent”), and Cobra Acquisition Co., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”).Events

~~The~~As previously announced, on February 8, 2023, Cardiovascular Systems, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) ~~provides~~with ~~that~~Abbott Laboratories, ~~upon~~an Illinois corporation (“Parent”), and Cobra Acquisition Co., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions ~~set~~of ~~forth in~~ the Merger Agreement, ~~Merger~~Parent ~~Sub~~ will ~~merge~~acquire the Company via the merger of Merger Sub with and into the Company, (with the “separate corporate existence of Merger~~”),~~ ~~with~~Sub thereupon ceasing and the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).

AtThe ~~the~~consummation ~~effective time~~ of the Merger ~~(the~~is ~~“Effective~~conditioned ~~Time”)~~upon, ~~each~~among ~~share~~other ~~of common stock~~things, ~~par~~the ~~value~~expiration ~~$0.001~~or ~~per~~termination ~~share,~~ of the ~~Company~~applicable ~~(the~~waiting ~~“Common~~period ~~Stock”),~~(or ~~issued~~any ~~and~~extension ~~outstanding~~thereof) ~~immediately~~under ~~prior to~~ the Hart-Scott ~~Effective~~Rodino ~~Time~~Antitrust ~~(other~~Improvements ~~than~~Act ~~(A)~~of ~~shares~~1976, ~~owned~~as byamended (the ~~Company,~~“HSR ~~Parent~~Act”). orAt ~~any~~11:59 ofp.m., ~~their~~Eastern ~~subsidiaries~~Time, ~~and~~on ~~(B)~~April ~~shares~~12, ~~held~~2023, bythe ~~holders~~waiting ~~who~~period ~~have~~applicable ~~exercised~~to ~~appraisal~~the ~~rights~~Merger under ~~Section 262 of~~ the ~~General~~HSR ~~Corporation~~Act ~~Law~~expired. ofAccordingly, the ~~State~~condition ofrelating ~~Delaware~~to )the expiration ~~will~~or betermination ~~converted~~of ~~into~~ the ~~right~~waiting toperiod ~~receive~~under ~~$20.00~~the ~~per~~HSR ~~share~~Act ofhas ~~Common~~been ~~Stock~~satisfied. inThe ~~cash,~~Merger ~~without~~continues ~~interest,~~to ~~as may~~ be ~~adjusted~~subject ~~pursuant~~ to the ~~terms~~remaining ofconditions ~~the~~set ~~Merger~~forth ~~Agreement~~in (the ~~“Per Share~~ Merger ~~Consideration”)~~Agreement.

~~Pursuant~~Additional toInformation ~~the terms~~ and ~~conditions~~Where ~~of the Merger Agreement, at the Effective Time, (A) each option~~ to ~~purchase~~Find shares of Common Stock (each, a “Company Option”), will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, a cash amount equal to the product of (1) the number of shares of Common Stock represented by such Company Option and (2) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option, less applicable tax withholding; (B) each share of Common Stock that is subject to vesting (whether time-based or performance-based), repurchase or other lapse restriction that is outstanding and awarded under any stock plan of the Company (“Company Restricted Stock”) will be accelerated and treated as a share of issued and outstanding Common Stock, and will be converted into the right to receive a cash amount equal to the Per Share Merger Consideration, less applicable tax withholding; and (C) each restricted stock unit issued, which represents the right to vest in and be issued shares of Common Stock or the cash equivalent thereof (each, a “Company Restricted Stock Unit”) will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock represented by such Company Restricted Stock Unit and (2) the Per Share Merger Consideration, less applicable tax withholding.It

~~The~~This ~~Board~~filing ofhas ~~Directors~~been prepared in respect of the ~~Company~~Merger, and may be deemed to be soliciting material relating to the Merger. In connection with the Merger, CSI has filed with the Securities and Exchange Commission (the “~~Board~~SEC”) ~~has~~preliminary ~~unanimously~~and ~~(i)~~definitive ~~determined~~proxy ~~that~~statements relating to the Merger Agreement, the Merger, and the other transactions contemplated thereby, ~~including~~and ~~the~~other ~~Merger,~~relevant ~~are~~documents. ~~advisable~~The ~~and~~definitive ~~fair~~proxy statement ~~to,~~was ~~and~~mailed inon ~~the~~or ~~best~~about ~~interests~~March of23, ~~the~~2023, ~~Company~~to ~~and~~CSI’s ~~the~~ stockholders as of the ~~Company;~~close ~~(ii)~~of ~~authorized~~business ~~and~~on ~~approved~~March ~~the~~14, ~~execution~~2023, ~~delivery~~the ~~and~~record ~~performance~~date byestablished ~~the~~for ~~Company~~voting ofon the Merger Agreement, the Merger, and the other transactions contemplated thereby, ~~subject~~and any other matters to ~~requisite~~be ~~stockholder~~voted ~~approval,~~on ~~the~~at ~~consummation~~a special meeting of CSI stockholders as detailed in the ~~transactions~~definitive ~~contemplated~~proxy ~~thereby~~statement. BEFORE MAKING ANY VOTING DECISIONS, ~~including~~STOCKHOLDERS ~~the~~ARE ~~Merger~~URGED TO READ THE DEFINITIVE PROXY STATEMENT, inANY ~~accordance~~AMENDMENTS ~~with~~OR ~~the~~SUPPLEMENTS THERETO, ~~terms~~ANY ~~and~~OTHER ~~conditions~~SOLICITING ~~set~~MATERIALS, ~~forth~~ANY inDOCUMENTS ~~the~~WHICH ~~Merger~~ARE ~~Agreement;~~INCORPORATED ~~(iii)~~BY ~~recommended~~REFERENCE ~~that~~IN ~~the~~THE ~~stockholders~~DEFINITIVE PROXY STATEMENT, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT CSI, PARENT, THE MERGER AGREEMENT, THE MERGER, AND RELATED MATTERS. Stockholders are or will be able to obtain a copy of the ~~Company~~definitive ~~vote~~proxy tostatement, ~~adopt~~as well as other filings containing information about the Merger Agreement, ~~and~~the ~~approve~~Merger, and the other transactions contemplated thereby, ~~including~~that ~~the~~are ~~Merger;~~filed ~~and~~by ~~(iv)~~CSI ~~directed~~with ~~that~~ the ~~adoption~~SEC, free of ~~the~~charge ~~Merger~~on ~~Agreement~~EDGAR beat ~~submitted~~www.sec.gov toor aon ~~vote~~the ofinvestor ~~the~~relations ~~stockholders~~page of ~~the~~CSI’s ~~Company~~website at www.investors.csi360.com.

~~The~~Participants consummation of the Merger is subject to various closing conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt the Merger Agreement (the “Stockholder Approval”); (ii) the absence of any law or order restraining or otherwise prohibiting the Merger; and (iii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) must have expired or been terminated and all consents, approvals, authorizations or filings with any governmental authority pursuant to any other applicable competition law or foreign investment law in ~~connection with~~ the Merger and the transactions contemplated by the Merger Agreement, or that are reasonably determined by Parent to be applicable, must have been obtained, in each case, without the imposition of any Burdensome Condition (as defined in the Merger Agreement), except, in each case, as may be consented to by Parent in its sole and absolute discretion). Additional closing conditions include (x) subject to specific standards, the accuracy of the representations and warranties of the other party or parties, (y) the performance or compliance in all material respects by the other party or parties of such party’s or parties’ covenants, obligations, and agreements under the Merger Agreement, and (z) with respect to Parent’s and Merger Sub’s obligations to consummate the Merger, (A) the absence of a Material Adverse Effect (as defined in the Merger Agreement) and the absence of any changes having occurred that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) the absence of any pending or threatened proceeding from a governmental authority (1) seeking to restrain or prohibit the Merger, (2) seeking from any party to the transaction damages that are material to the Company and the Company subsidiaries, taken as whole, (3) seeking to impose any Burdensome Condition, or (4) otherwise inquiring into the compliance of the Merger with applicable competition laws or foreign investment laws. The Merger Agreement contemplates a termination date of November 8, 2023 (as extended, the “End Date”), which date may unilaterally be extended by Parent if all conditions to closing of the Merger (other than those that, by their terms, are to be satisfied at the closing) have been satisfied, other than the conditions relating the HSR Act or other competition law clearances having been obtained. In such event, Parent may extend the termination for up to three successive 90-day periods.Solicitation

~~The~~CSI ~~Merger Agreement includes representations, warranties,~~ and ~~covenants of the parties customary for a transaction of this nature, including covenants (i) for the Company (A) to use reasonable best efforts to conduct~~ its ~~business~~directors ~~in the ordinary course of business in a commercially reasonably manner~~ and ~~consistent~~executive ~~with~~officers ~~past~~may ~~practice,~~be ~~(B)~~deemed to be ~~bound~~participants byin ~~restrictions relating to~~ the ~~operation~~solicitation of ~~its~~proxies ~~business~~from ~~until~~ the ~~Effective~~stockholders ~~Time~~of orCSI ~~termination~~in respect of the Merger. Information ~~Agreement,~~about ~~and~~CSI’s ~~(C)~~directors asand ~~promptly~~executive asofficers ~~practicable,~~is toset ~~effect~~forth ~~all~~in ~~registrations,~~the ~~filings~~proxy ~~and~~statement ~~submissions~~for ~~required~~CSI’s ~~pursuant~~2022 toAnnual ~~the~~Meeting ~~Securities Exchange Act~~ of ~~1934~~Stockholders, as ~~amended (the “Exchange Act”)~~revised, ~~and~~which ~~other~~was ~~applicable~~filed ~~laws~~ with ~~respect to~~ the ~~Merger (including the filing of a Merger proxy statement) with the Securities and Exchange Commission (the “~~SEC~~”);~~ ~~and~~on ~~(ii)~~October ~~for each of the parties to (A) make or prepare~~26, ~~or cause to be made or prepared~~2022, ~~the~~and ~~documents,~~its ~~forms,~~Annual ~~filings,~~Report oron ~~submissions~~Form ~~required~~10-K offor ~~such party, under~~ the fiscal ~~HSR~~year ~~Act~~ended ~~and~~June ~~other applicable competition laws and foreign investment laws~~30, ~~if any~~2022, aswhich ~~promptly~~was asfiled ~~practicable and advisable and (B) comply~~ with ~~any~~the ~~request~~SEC ~~for~~on ~~additional~~August ~~information~~18, ~~documents or other materials (including a “second request” under the HSR Act) received by a party from an applicable governmental authority~~2022.

~~The~~Other ~~Company~~information isregarding ~~also~~the ~~subject~~participants toin ~~customary~~the ~~restrictions~~proxy onsolicitation ~~its~~in ~~ability~~connection towith ~~solicit~~the ~~acquisition~~Merger ~~proposals~~and ~~from~~a ~~third~~description ~~parties,~~of totheir ~~provide~~interests, ~~information~~which tomay, ~~and~~in ~~enter~~some ~~into discussions or negotiations with~~cases, ~~third~~be different ~~parties~~than ~~regarding~~those ~~alternative~~of ~~acquisition~~CSI’s ~~proposals.~~stockholders ~~However~~generally, ~~prior~~is tocontained in the ~~Stockholder~~definitive ~~Approval,~~proxy ~~these~~statement ~~restrictions~~described ~~are~~above ~~subject~~or tomay ~~customary~~be ~~“fiduciary~~contained ~~out”~~in ~~provisions~~other ~~that~~relevant ~~allow,~~materials ~~under certain circumstances, the Company~~ to ~~engage~~be filed with ~~third~~the ~~parties~~SEC ~~with~~in respect toof ~~an unsolicited, written Acquisition Proposal (as defined in~~ the Merger Agreement), ~~to change~~ the ~~Board’s~~Merger, ~~recommendation~~and ~~in favor of~~ the other ~~Merger~~transactions ~~and~~contemplated tothereby ~~terminate~~when ~~the~~they ~~Merger~~become ~~Agreement~~available.

~~The~~Safe Merger Agreement includes certain termination provisions for both the Company and Parent and provides that (i) in connection with the termination of the Merger Agreement under certain specified circumstances related to a change in the recommendation of the Company, the entry into an agreement for a Superior Proposal or the breach of certain of the Company’s covenants under the Merger Agreement, the Company may be required to pay Parent a termination fee of $26,500,000, and (ii) in connection with the termination of the Merger Agreement due to the occurrence of the End Date under certain specified circumstances related to antitrust laws or due to the consummation of the Merger being permanently enjoined under antitrust laws, Parent may be required to pay the Company a termination fee of $26,500,000.Harbor

~~Each~~Certain ~~party~~statements in this filing are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are provided under the protection of the safe harbor for forward-looking statements provided by that Act, including statements about the Merger. These statements involve risks and uncertainties including, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; is(ii) ~~required~~the failure to ~~use~~obtain the requisite approval of the Merger by CSI’s stockholders; (iii) the failure to satisfy any of the conditions to the completion of the Merger; (iv) the effect of the announcement of the Merger on CSI’s ability to retain and hire key personnel and maintain relationships with CSI’s key business partners and customers, and others with whom we do business, or on CSI’s operating results and businesses generally; (vi) the response of competitors to the Merger; (vii) risks associated with the disruption of management’s attention from ongoing business operations due to the Merger; (viii) the ability to meet expectations regarding the timing and completion of the Merger; (ix) significant costs associated with the Merger; (x) potential litigation relating to the Merger; and (xi) restrictions during the pendency of the Merger that may impact CSI’s ability to pursue certain business opportunities. These statements also involve additional risks and uncertainties that could cause results to differ materially from those projected, including, but not limited to, the ongoing COVID-19 pandemic and the impact and scope thereof on us, CSI’s distribution partners, the supply chain and physicians and facilities, including government actions related to the COVID-19 outbreak, material delays and cancellations of procedures, delayed spending by healthcare providers, and distributor and supply chain disruptions; regulatory developments, clearances and approvals; approval of CSI’s products for distribution outside of the United States; approval of products for reimbursement and the level of reimbursement in the U.S. and foreign countries; dependence on market growth; agreements with third parties to sell their products; the ability of CSI and CSI’s distribution partners to successfully launch CSI’s products outside of the United States; CSI’s ability to maintain third-party supplier relationships and renew existing purchase agreements; CSI’s ability to maintain its ~~reasonable~~relationships ~~best~~and agreements with distribution partners; the experience of physicians regarding the effectiveness and reliability of the products we sell; the reluctance of physicians, hospitals and other organizations to accept new products; the potential for unanticipated delays in enrolling medical centers and patients for clinical trials; actual clinical trial and study results; the impact of competitive products and pricing; CSI’s ability to comply with the financial covenants in its loan and security agreement and to make payments under and comply with the lease agreement for CSI’s corporate headquarters; unanticipated developments affecting CSI’s estimates regarding expenses, future revenues and capital requirements; the difficulty of successfully managing operating costs; CSI’s ability to manage its sales force strategy; actual research and development efforts and needs, including the timing of product development programs; successful collaboration on the development of new products; agreements with development partners, advisors and other third parties; the ability of CSI and these third parties to ~~take~~meet developmental, ~~all~~contractual and other milestones; contractual rights and obligations; technical challenges; CSI’s ability to obtain and maintain intellectual property protection for product candidates; fluctuations in results and expenses based on new product introductions, sales mix, unanticipated warranty claims, and the timing of project expenditures; CSI’s ability to manage costs; CSI’s actual financial resources and CSI’s ability to obtain additional financing; investigations or litigation threatened or initiated against us; court rulings and future actions by the FDA and other regulatory bodies; international trade developments; the effects of hurricanes, flooding, and other natural disasters on CSI’s business; the impact of federal corporate tax reform on CSI’s business, operations and financial statements; shutdowns of the U.S. federal government; the potential impact of any future strategic transactions; general economic conditions; and other factors detailed from time to time ~~consummate~~in CSI’s SEC reports, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. CSI encourages you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking ~~Merger~~statements contained in this filing. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, CSI's actual results may differ materially from the expected results discussed in the forward-looking statements contained in this filing. The forward-looking statements made in this filing are made only as of the date of this filing, and CSI undertakes no obligation to update them to reflect subsequent events or circumstances.

If the Merger is consummated, the Common Stock will be delisted from the Nasdaq Stock Market LLC and deregistered under the Exchange Act.

This summary of the principal terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference, is not intended to (i) modify or supplement any factual disclosures about the Company in its public reports filed with the SEC, or (ii) be a disclosure of any factual information or circumstances about the Company. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

The representations, warranties and covenants contained in the Merger Agreement were or will be made only as of specified dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to the Merger Agreement, and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants may have been negotiated with the principal purpose of allocating risk among the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2023, the Human Resources and Compensation Committee of the Board (the “HRCC”), as administrator under the previously disclosed terms of the Amended and Restated Cardiovascular Systems, Inc. 2017 Equity Incentive Plan, as amended from time to time, pursuant to and in accordance with the authority granted to the HRCC by the Board, in accordance with the requirements of the Merger Agreement regarding the treatment of outstanding equity awards, adopted resolutions approving the accelerated vesting, termination, and settlement, of all outstanding (i) Company Options, (ii) Company Restricted Stock, and (iii) Company Restricted Stock Units, and the cash-out of the same in connection with the Merger pursuant to the terms of the Merger Agreement. On February 8, 2023, the Board ratified the resolutions adopted by the HRCC.

The accelerated vesting, termination, settlement, and cash-out of the Company Options, Company Restricted Stock, and Company Restricted Stock Units are conditioned upon and subject to the occurrence of the Effective Time.

Item 7.01 Regulation FD Disclosure.

On February 8, 2023, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber									Description
2.1*									Agreement and Plan of Merger, dated as of February 8, 2023, by and among the Company, Abbott Laboratories, and Cobra Acquisition Co.
99.1									Press Release dated February 8, 2023

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Cardiovascular Systems, Inc. agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

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: February 9, 2023

Date: April 13, 2023
	CARDIOVASCULAR SYSTEMS, INC.

	By:	/s/ Alexander Rosenstein

		Alexander Rosenstein
		General Counsel and Corporate Secretary

CARDIOVASCULAR SYSTEMS, INC. By: /s/ Alexander Rosenstein Alexander Rosenstein General Counsel and Corporate Secretary

Filing Compare · Cardiovascular Systems Inc