UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSION~~

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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~July 6,~~Act ~~2010~~of 1934

Date of Report (Date of earliest event reported): July 12, 2010

ev3 Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51348	32-0138874
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3033 Campus Drive Plymouth, Minnesota		55441
(Address of Principal Executive Offices)		(Zip Code)

c/o Covidien

~~(763) 398-7000 (Registrant’s~~15 ~~telephone~~Hampshire ~~number,~~Street ~~including area code)~~

~~Not Applicable (Former name or former address~~Mansfield, ifMA ~~changed~~02048 ~~since last report)~~

~~Check~~(508) ~~the appropriate box below if the Form 8~~261-K8000 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~o Written~~(Address ~~communications~~of ~~pursuant~~principal toexecutive ~~Rule 425~~offices ~~under~~including ~~the~~zip ~~Securities~~code ~~Act~~and ~~(17~~registrant’s ~~CFR~~telephone ~~230.425~~number, including area code)

~~o Soliciting~~Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule 14a~~below if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation of the registrant under any of the following provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below) :

~~o Pre-commencement~~¨ Written communications pursuant to Rule ~~14d-2(b)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 230.~~14d-2(b~~425))

~~o Pre-commencement~~¨ ~~communications~~Soliciting material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item 8.01~~¨ ~~Other~~Pre-commencement ~~Events~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

On¨ ~~July 6,~~Pre-commencement ~~2010,~~communications ~~ev3~~pursuant ~~Inc.,~~to aRule ~~Delaware corporation~~ 13e-4(~~“ev3”~~c), ~~announced~~under ~~that that it has reached an agreement with~~ the ~~plaintiffs~~Exchange toAct ~~settle the claims asserted in the purported shareholder class action lawsuits related to the proposed acquisition of ev3 by Covidien Group S.a.r.l., a Luxembourg company~~ (~~“Parent”),~~17 ~~through~~CFR ~~Parent’s wholly~~240.13e-~~owned subsidiary, COV Delaware Corporation, a Delaware corporation~~ 4(~~“Purchaser”~~c)~~. The cases are being heard in the District Court of Hennepin County, Minnesota and the Court of Chancery of the State of Delaware.~~ )

~~As previously disclosed, the purchase price for the proposed acquisition is $22~~Item 3.~~50 per share of ev3’s common stock, par value $0.~~01. Notice ~~per share (“Share”), in cash, without interest, subject to any withholding~~ of ~~any~~Delisting ~~federal,~~or ~~state,~~Failure ~~local and foreign taxes, and other assessments of any nature whatsoever imposed by a taxing authority (the “Offer Price”). ev3 has granted~~ to ~~Purchaser~~Satisfy ~~an option (the “Top-Up Option”), exercisable in whole but not in part on one occasion, to purchase, at~~ a ~~price~~Continued ~~per~~Listing ~~Share~~Rule or ~~equal to the Offer Price, an aggregate number of~~Standard; ~~Shares~~Transfer ~~(the “Top-Up Option Shares”) equal to the lowest number~~ of Shares that, when added to the number of Shares owned by Purchaser, Parent and their subsidiaries, at the time of such exercise, will constitute one Share more than 90% of the outstanding Shares (assuming the issuance of the Shares pursuant to the Top-Up Option but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered)Listing.

InOn ~~connection~~June 1, ~~with~~2010, ~~the~~ev3 ~~settlement~~Inc., ofa ~~the~~Delaware ~~litigation~~corporation ~~the~~(“ev3” ~~Parent,~~or ~~Purchaser~~the ~~and ev3~~ “Company”), entered into ~~Amendment~~ ~~No. 1~~an ~~to the~~ Agreement and Plan of Merger, as amended (the “Merger Agreement”), ~~which~~with ~~includes,~~Covidien ~~among other~~Group ~~things,~~S.a.r.l. (i“Parent”) , a ~~statement~~Luxembourg ~~that~~company ~~the~~and ~~par~~indirect, ~~value~~wholly-owned subsidiary of ~~any~~Covidien ~~Top-Up~~plc ~~Option~~(“Covidien”), ~~Shares~~and ~~will~~COV Delaware beCorporation, ~~paid~~a inDelaware ~~cash, (ii) a~~corporation ~~statement~~and ofa ~~the~~wholly-owned ~~terms~~subsidiary of ~~the~~Parent ~~promissory~~(“Merger ~~note~~Sub”). ~~that~~Pursuant ~~may~~to bethe ~~issued~~Merger asAgreement, ~~payment~~upon ~~for~~ the ~~Top-Up Option~~terms ~~Shares,~~and assubject ~~agreed~~ to by the ~~ev3~~conditions ~~board~~thereof, ofMerger ~~directors;~~Sub commenced a tender offer (~~iii~~the “Offer”) on June a11, ~~clarification~~2010 ofto ~~how~~acquire ~~Shares tendered~~all ~~pursuant~~of tothe ~~guaranteed~~outstanding ~~delivery~~shares ~~procedures~~of ~~that~~common ~~have~~stock ~~not~~of ~~yet~~the ~~been~~Company ~~delivered~~at ina ~~settlement or~~purchase ~~satisfaction~~price of ~~such~~$22.50 ~~guarantee~~per ~~are~~share ~~treated~~in ~~for~~cash, ~~purposes~~without ofinterest, ~~the~~less ~~Top-Up~~applicable ~~Option;~~withholding ~~and~~taxes (ivthe “Consideration”) a, ~~prohibition~~upon onthe ~~amending~~terms ~~certain~~and ~~provisions~~subject ofto the ~~Merger~~conditions ~~Agreement~~set forth in athe ~~manner~~Offer ~~that~~to ~~adversely affects~~Purchase, dated June 11, 2010 (the ~~rights~~“Offer to Purchase”), and the related Letter of ~~other~~Transmittal, ~~ev3~~each ~~stockholders~~as ~~after~~amended ~~the~~or ~~Purchaser~~supplemented ~~becomes~~from ~~the~~time ~~majority~~to ~~stockholder~~time.

AOn ~~copy~~July 12, 2010, Covidien announced the completion of ~~ev3’s~~the Offer. The initial offering period of the Offer expired at 12:00 midnight, New York City time, at the end of July 69, 2010. ~~press~~According ~~release~~to ~~containing~~Wells ~~this~~Fargo ~~announcement~~Bank, isN.A., ~~attached~~the depositary for the Offer, as ~~Exhibit~~of 12:00 midnight, New York City time, at the end of July 9, 2010, a total of approximately 100,814,535 shares 99of ev3 common stock were validly tendered and not withdrawn in the Offer, which represented approximately 87.168% toof ~~this~~all ~~Current~~issued ~~Report~~and onoutstanding ~~Form~~shares ~~8-K~~of ev3 common stock. Merger Sub has accepted for payment all shares of ev3 common stock that were validly tendered and not withdrawn, and payment for such shares has been or will be made promptly, in accordance with the terms of the Offer. Parent provided sufficient funds to Merger Sub to acquire all of the outstanding shares of ev3 common stock.

On July 12, 2010, pursuant to the terms of the Merger Agreement, Merger Sub exercised its top-up option, provided for in Section 1.4 of the Merger Agreement, to purchase directly from the Company an additional number of shares of ev3 common stock sufficient to give Merger Sub ownership of one share more than 90% of the then outstanding shares of ev3 common stock, when combined with the shares Merger Sub purchased in the Offer. Pursuant to the exercise of this top-up option, Merger Sub purchased directly from the Company a total of 26,675,587 newly issued shares of ev3 common stock (the “Top-Up Shares”) at a price of $22.50 per share in consideration for a combination of cash and a promissory note issued to ev3 in the aggregate amount of $600,200,707.50. Following the purchase of the Top-Up Shares, on July 12, 2010, Merger Sub effected a short-form merger (the “Merger”) of Merger Sub with and into ev3 under Delaware law, without the need for a meeting of the Company’s stockholders, with the ev3 surviving as an indirect wholly-owned subsidiary of Covidien. At the effective time of the Merger, each issued and outstanding share of ev3 common stock that was not tendered pursuant to the Offer was cancelled and converted into the right to receive the Consideration (other than shares of ev3 common stock that are held as treasury stock, held by Parent or Purchaser or held by stockholders, if any, who properly exercise appraisal rights under Delaware law).

As a result of the Merger, ev3 no longer fulfills the numerical listing requirements of The Nasdaq Stock Market (“Nasdaq”). Accordingly, on July 12, 2010, at ev3’s request, Nasdaq filed with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 thereby effecting the delisting of the Shares from Nasdaq.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure under Item 3.01 is incorporated herein by reference. The Top-Up Shares were offered and sold to Merger Sub in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

Item 3.03. Material Modification to Rights of Security Holders.

At the effective time of the Merger, each issued and outstanding share of ev3 common stock (other than shares held in the treasury of the Company and shares owned by the Merger Sub or Parent) was converted into the right to (i) receive from the Company the Merger Consideration, or (ii) seek appraisal of such shares under Delaware law. At the effective time of the Merger, ev3 stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in ev3 (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in ev3’s future earnings or growth.

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred and the Company has become an indirect wholly-owned subsidiary of Covidien. The disclosure under Item 3.01 is incorporated herein by reference.

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

Pursuant to the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company following the Merger. The new directors of the Company are Kevin G. DaSilva, John W. Kapples and Matthew J. Nicolella. Pursuant to the terms of the Merger Agreement, the executive officers of Merger Sub immediately prior to the effective time of the Merger became the executive officers of the Company following the Merger. The new executive officers of the Company are Richard J. Meelia, Richard G. Brown, Charles J. Dockendorff, Kevin G. DaSilva and John W. Kapples.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

In connection with consummation of the merger, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety to be identical to the certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to the consummation of the Merger, except that the name of the surviving corporation set forth therein is “ev3 Inc.” Copies of the restated certificate of incorporation and by-laws of the Company are filed as Exhibits 3.1 and 3.2 to this report and are incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		ev3 Press Release dated July 6, 2010 (filed herewith)
3.1		Amended and Restated Certificate of Incorporation of the Company.
3.2		Amended and Restated By-Laws of the Company.

1 SIGNATURE

~~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.

~~Pursuant~~Date: toJuly ~~the requirements of the Securities Exchange Act of 1934~~12, as2010 ~~amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

Dated: July 6, 2010	ev3 Inc.
ev3, INC.
By:	~~By:~~	/s/ ~~Kevin~~John MW. ~~Klemz~~Kapples
		Name:	Kevin M. Klemz
Name: Title:		John W. Kapples Vice President & Secretary
		Title:	Senior Vice President, Secretary and Chief Legal Officer

ev3 INC. CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	~~Method of Filing~~
99.1	ev3 Press Release dated July 6, 2010	Filed herewith
3.1	Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended and Restated By-Laws of the Company.

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