Item 1.01. Entry Into a Material Definitive Agreement.
On February 13, 2014, AtriCure, Inc. ("AtriCure" or the "Company") entered into
a purchase agreement (the "Purchase Agreement") with Piper Jaffray & Co. (the
"Underwriter") and certain selling shareholders listed therein (the "Selling
Shareholders") relating to the sale (the "Offering") of shares of AtriCure
Common Stock, par value $0.001 per share (the "Shares"). Pursuant to the
Purchase Agreement, the Company agreed to issue and sell 3,023,025 Shares to the
Underwriter and the Selling Shareholders agreed to sell 1,226,975 Shares (the
"Selling Shareholder Shares") to the Underwriter, each at a public offering
price of $19.25 per share. Pursuant to the Purchase Agreement, the Company also
granted the Underwriter the right to purchase an additional 637,500 Shares
within 30 days of February 13, 2014 to cover over-allotments, if any.
The Company estimates that it will receive net proceeds of approximately $54.4
million from the Offering after deducting underwriting discounts and commissions
and offering expenses. The Company will not receive any proceeds from the sale
of the Selling Shareholder Shares. The Company intends to use the net proceeds
from the Offering for general corporate purposes and working capital. The
Offering is subject to customary closing conditions and is expected to close on
or about February 19, 2014.
The foregoing is only a brief description of the material terms of the Purchase
Agreement and does not purport to be a complete description of the rights and
obligations of the parties thereunder and is qualified in its entirety by
reference to the Purchase Agreement, which is filed hereto as Exhibit 1.1 and
incorporated by reference herein.
The legal opinion, including the related consent, of Keating Muething & Klekamp
PLL relating to the issuance of the Shares is filed as Exhibit 5.1 to this
Current Report on Form 8-K.
On February 12, 2014, we issued a press release announcing that we had commenced
the Offering. On February 13, 2014, we issued a press release announcing that we
had priced the Offering. The press releases are attached hereto as Exhibits 99.1
and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
1.1 Purchase Agreement dated February 13, 2014.
5.1 Opinion of Keating Muething & Klekamp PLL.
23.1 Consent of Keating Muething & Klekamp PLL (included in Exhibit 5.1).
99.1 Press Release of AtriCure, Inc. dated February 12, 2014.
99.2 Press Release of AtriCure, Inc. dated February 13, 2014.