Mga Batayang Estadistika
| CIK | 1354217 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Volcano Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 2, 2015 |
FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52045 VOLCANO CORPORATION (Exact name of registrant as speci |
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| February 27, 2015 |
FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52045 VOLCANO CORPORATION (Exact name of registrant as speci |
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| February 18, 2015 |
VOLC / Volcano Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 volc02.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Volcano Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telepho |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| February 17, 2015 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 17, 2015 VOLCANO CORPORATION (Exact Name of Registrant Specified in its Charter) Delaware 000-52045 33-0928885 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| February 17, 2015 |
EX-99.(a)(5)(xiv) Exhibit (a)(5)(xiv) Press Information February 17, 2015 Philips completes acquisition of Volcano Acquisition expands Philips’ global leadership position in image-guided therapy market Amsterdam, the Netherlands and San Diego, CA, US – Royal Philips (NYSE: PHG; AEX: PHIA) today announced that it has completed the acquisition of Volcano Corporation (NASDAQ:VOLC). Volcano’s financia |
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| February 17, 2015 |
VOLC / Volcano Corp POS AM - - POS AM POS AM As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp / TIG Advisors, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 17, 2015 |
VOLC / Volcano Corp POS AM - - POS AM POS AM As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
BYLAWS VOLCANO CORPORATION ARTICLE I Amended and Restated Bylaws of Volcano Corporation. Exhibit 3.2 BYLAWS OF VOLCANO CORPORATION ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VOLCANO CORPORATION Amended and Restated Certificate of Incorporation of Volcano Corporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCANO CORPORATION FIRST. The name of the corporation is Volcano Corporation (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City o |
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| February 17, 2015 |
VOLC / Volcano Corp S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp POSASR - - POSASR POSASR As filed with the Securities and Exchange Commission on February 17, 2015 Registration No. |
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| February 17, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| February 12, 2015 |
VOLC / Volcano Corp / PRICE T ROWE ASSOCIATES INC /MD/ - VOLC AS OF 12/31/2014 Passive Investment SC 13G/A 1 volc13gadec14.htm VOLC AS OF 12/31/2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) VOLCANO CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 928645100 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designa |
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| February 11, 2015 |
VOLC / Volcano Corp / TimesSquare Capital Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 d867327dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Volcano Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 11, 2015 |
VOLC / Volcano Corp / VANGUARD GROUP INC Passive Investment volcanocorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Volcano Corp Title of Class of Securities: Common Stock CUSIP Number: 928645100 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designat |
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| February 5, 2015 |
EX-99.(a)(5)(xiii) Exhibit (a)(5)(xiii) Press Information February 5, 2015 Philips extends tender offer period to acquire Volcano Amsterdam, the Netherlands and San Diego, CA, US – Royal Philips (NYSE: PHG; AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC) today announced that Philips’ indirect wholly owned subsidiary Clearwater Merger Sub, Inc. is extending the expiration date for its previously a |
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| February 5, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| February 5, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| January 29, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| January 29, 2015 |
EX-99.(a)(5)(xii) Exhibit (a)(5)(xii) Press Information January 29, 2015 Philips extends tender offer period to acquire Volcano Amsterdam, the Netherlands and San Diego, CA, US – Royal Philips (NYSE: PHG; AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC) today announced that Philips’ indirect wholly owned subsidiary Clearwater Merger Sub, Inc. is extending the expiration date for its previously ann |
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| January 29, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| January 26, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| January 26, 2015 |
EX-99.(A)(5)(XI) 2 d860156dex99a5xi.htm EX-99.(A)(5)(XI) Exhibit 99.(a)(5)(xi) AGREEMENT DATED 26 JANUARY 2015 US$1,300,000,000 CREDIT FACILITY for KONINKLIJKE PHILIPS N.V. with COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. ACTING THROUGH ITS LONDON BRANCH as Facility Agent EXECUTION VERSION CONTENTS Clause Page 1. Interpretation 1 1.1 Definitions 1 1.2 Construction 14 1.3 Dutch terms 16 2. |
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| January 23, 2015 |
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): January 20, 2015 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| January 22, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A 1 d856536dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., |
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| January 22, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| January 16, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| January 16, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| January 16, 2015 |
VOLC / Volcano Corp / MANNING & NAPIER ADVISORS LLC - VOLCANO CORPORATION Passive Investment Volcano Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 13, 2015 |
VOLC / Volcano Corp SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities |
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| January 13, 2015 |
VOLC / Volcano Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 volc01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Volcano Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telepho |
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| January 13, 2015 |
EX-99.1 2 d850863dex991.htm EX-99.1 EXHIBIT 99.1 POWER OF ATTORNEY The undersigned, Koninklijke Philips N.V., a public limited company with its statutory seat in Eindhoven, the Netherlands (“KPNV”), duly represented by Mr. F.A. van Houten, President and CEO of KPNV, and Mr. R.H. Wirahadiraksa, Executive Vice-President and CFO of KPNV, in such capacity jointly authorized to represent KPNV, hereby a |
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| January 13, 2015 |
VOLC / Volcano Corp CORRESP - - CORRESP Rama Padmanabhan T: +1 858 550 6024 [email protected] January 13, 2015 VIA EDGAR United States Securities and Exchange Commission Office of Mergers and Acquisitions Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: David L. Orlic Re: Volcano Corporation Schedule 14D-9 Filed December 30, 2014 File No. 005-82497 Ladies and Gentlemen: On behalf of Volcano Co |
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| January 13, 2015 |
PHG / Koninklijke Philips N.V SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KO |
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| December 30, 2014 |
[Signature Page to R. Scott Huennekens Consulting Agreement] EX-99.(d)(4) Exhibit (d)(4) EXECUTION COPY December 16, 2014 R. Scott Huennekens Volcano Corporation 3721 Valley Centre Drive, Suite 500 San Diego, CA 92130 Re: Consulting Agreement Dear Scott: This is your CONSULTING AGREEMENT (this “Agreement”) with Clearwater Merger Sub, Inc., a Delaware corporation (the “Company”). It sets forth the terms upon which you will render consulting services to the C |
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| December 30, 2014 |
Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Rights to Purchase Capital Stock of VOLCANO CORPORATION at $18. |
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| December 30, 2014 |
EX-99.(A)(1)(II) 3 d842771dex99a1ii.htm EX-99.(A)(1)(II) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock and the Associated Rights to Purchase Capital Stock of VOLCANO CORPORATION at $18.00 Net per Share Pursuant to the Offer to Purchase dated December 30, 2014 by CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary |
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| December 30, 2014 |
EX-99.(E)(6) 2 d838975dex99e6.htm EX-99.(E)(6) Exhibit (e)(6) DIRECTOR AGREEMENT BETWEEN: Volcano Europe BVBA, a private limited liability company incorporated and existing under the laws of Belgium, having its registered office at Excelsiorlaan 41, 1930 Zaventem and registered with the Register of Legal Entities (Brussels) under company number 0859.842.345; hereby duly represented by Mr. Michel E |
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| December 30, 2014 |
EX-99.(e)(7) Exhibit (e)(7) October 13, 2004 Joe Burnett Re: Employment Terms Dear Joe: Volcano Therapeutics, Inc. (“Volcano” or the “Company”) is pleased to offer you the position of Senior Product Manager reporting to me. This position will be located at our facility in Rancho Cordova, CA. This is an exempt position. Your annual salary will be $103,000. You will be paid biweekly (every other Fri |
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| December 30, 2014 |
EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of All Outstanding Shares of Common Stock and the Associated Rights to Purchase Capital Stock of VOLCANO CORPORATION at $18.00 Net per Share Pursuant to the Offer to Purchase dated December 30, 2014 by CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KONINK |
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| December 30, 2014 |
EX-99.(D)(3) 9 d842771dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) Exhibit (d)(3) EXECUTION VERSION CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (“Agreement’is being entered into as of June 23, 2014 between VOLCANO CoRPORATION, a Delaware corporation (“Volcano”) and Philips Electronics North America Corporation, a Delaware corporation (such corporation, collectively with Koninklijke Philips |
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| December 30, 2014 |
EX-99.(A)(1)(VI) 7 d842771dex99a1vi.htm EX-99.(A)(1)(VI) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not bei |
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| December 30, 2014 |
EX-99.(E)(10) 5 d838975dex99e10.htm EX-99.(E)(10) Exhibit (e)(10) February 28, 2013 Will McGuire Re: Offer of Employment Dear Will, On behalf of Volcano, we are pleased to offer you the position of Vice President & General Manager, IVI & IVT Business Unit. We are excited about the talent, skills and abilities you will bring to our team. The specifics of this offer are as follows: START DATE: March |
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| December 30, 2014 |
EX-99.(e)(9) Exhibit (e)(9) April 29, 2012 Heather Ace Re: Offer of Employment Dear Heather, Consider this letter as a formal opportunity to join the Volcano Team! On behalf of Volcano, we are pleased to offer you the position of Executive Vice President, Human Resources. We are excited about the talent, skills and abilities you will bring to our team. The specifics of this offer are as follows: S |
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| December 30, 2014 |
VOLC / Volcano Corp SC 14D9 - - SC 14D9 SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 30, 2014 |
PHG / Koninklijke Philips N.V SC TO-T - - SC TO-T SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KONINKLIJKE PHILIPS N. |
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| December 30, 2014 |
EX-99.(a)(1)(v) Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock and the Associated Rights to Purchase Capital Stock of VOLCANO CORPORATION at $18.00 Net per Share Pursuant to the Offer to Purchase dated December 30, 2014 by CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KONINKLIJKE PHILIPS N.V. TH |
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| December 30, 2014 |
EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock and the Associated Rights to Purchase Capital Stock of VOLCANO CORPORATION at $18.00 Net per Share by CLEARWATER MERGER SUB, INC., a wholly owned subsidiary of PHILIPS HOLDING USA INC., a wholly owned subsidiary of KONINKLIJKE PHILIPS N.V. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIR |
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| December 30, 2014 |
EX-99.(d)(2) Exhibit (d)(2) EXECUTION VERSION GUARANTEE Koninklijke Philips N.V., a corporation organized under the laws of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Volcano Corporation, a Delaware corporation, the full and timely performance by Philips Holding USA Inc., a Delaware corporation (“Parent”), and Clearwater Merger Sub, Inc., a Delaware cor |
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| December 30, 2014 |
EX-99.(d)(5) Exhibit (d)(5) EXECUTION COPY December 16, 2014 Joseph Burnett [at the address in the Schedule] Re: Retention Agreement Dear Joe: This is your RETENTION AGREEMENT (this “Agreement”) with Clearwater Merger Sub, Inc., a Delaware corporation (the “Company”). It sets forth the terms of your employment with the Company. 1. Employment. Some of the terms of your employment are in the attache |
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| December 23, 2014 |
VOLC / Volcano Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Volcano Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receiv |
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| December 22, 2014 |
VOLC / Volcano Corp SC14D9C - - SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP N |
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| December 19, 2014 |
VOLC / Volcano Corp / Camber Capital Management LLC Activist Investment SC 13D/A 1 cambervolcano13dav2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Volcano Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) Stephen DuBois, Camber Capital Management LLC, 101 Huntington Avenue, Boston, MA 02199 617-717-6 |
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| December 19, 2014 |
EX-2 3 cambervolcano13dex2v2.htm JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT This Joint Filing Agreement dated December 19, 2014, is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United Stat |
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| December 19, 2014 |
VOLC / Volcano Corp / Engaged Capital LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Volcano Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP Number) GLENN W. WELLING |
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| December 19, 2014 |
EXHIBIT 1 SCHEDULE OF TRANSACTIONS SECURITY DATE OF TRANSACTION AMOUNT OF SECURITIES SOLD APPROXIMATE PRICE PER SHARE VOLC 12/17/2014 1,000,000 $17.87 VOLC 12/17/2014 1,500,000 $17.83 |
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| December 17, 2014 |
VOLC / Volcano Corp SC14D9C - - SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP N |
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| December 17, 2014 |
Letter to Philips Suppliers, dated December 17, 2014 EX-99.8 Exhibit 99.8 Letter to Philips Suppliers, dated December 17, 2014 As one of our valued Philips Healthcare suppliers, I want to personally inform you of an exciting strategic development in our business. Today, Philips announced that it has entered into an agreement to acquire Volcano, a leader in catheter–based imaging and measurements for minimally invasive diagnostics and treatment of ca |
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| December 17, 2014 |
Email Sent to Philips’ Employees on December 17, 2014 EX-99.4 Exhibit 99.4 Email Sent to Philips’ Employees on December 17, 2014 Subject: Major acquisition to boost our Image Guided Therapy business Dear colleagues, We have announced today that we have entered into an agreement to acquire Volcano, a leader in catheter–based imaging and measurements for minimally invasive diagnostics and treatment of cardiovascular disease. Based in San Diego, Volcano |
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| December 17, 2014 |
PHG / Koninklijke Philips N.V SC TO-C - - SC TO-C SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC. a wholly owned subsidiary of PHILIPS HOLDING USA INC. a wholly owned subsidiary of KONINKLIJKE PHILIPS N.V. (Names of Filing Persons (Offerors |
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| December 17, 2014 |
PHG / Koninklijke Philips N.V SC TO-C - - SC TO-C SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company (Issuer)) CLEARWATER MERGER SUB, INC. a wholly owned subsidiary of PHILIPS HOLDING USA INC. a wholly owned subsidiary of KONINKLIJKE PHILIPS N.V. (Names of Filing Persons (Offerors |
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| December 17, 2014 |
Letter to Philips Customers, dated December 17, 2014 EX-99.7 8 d839161dex997.htm EX-99.7 Exhibit 99.7 Letter to Philips Customers, dated December 17, 2014 Dear CUSTOMER NAME, As one of our most valued Philips Healthcare customers, I want to personally inform you of an exciting strategic development in our business. Today, Philips announced that it has entered into an agreement to acquire Volcano, a leader in catheter–based imaging and measurements f |
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| December 17, 2014 |
EX-99.1 Exhibit 99.1 Press Information December 17, 2014 Philips to acquire Volcano to expand global leadership position in image-guided therapy market • Philips to acquire Volcano for USD 18.00 per share; total transaction value of USD 1.2 billion (approx. EUR 1 billion), inclusive of Volcano’s cash and debt • Agreement to acquire Volcano, a global leader in catheter-based imaging and measurement |
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| December 17, 2014 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of December 16, 2014, to the Rights Agreement (as amended from time to time, the “Rights Agreement”), dated as of June 20, 2006, between Volcano Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), is bein |
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| December 17, 2014 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 3 SECTION 2. MERGER TRANSACTION 4 2.1 Merger of Purchaser into the Company 4 2.2 E |
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| December 17, 2014 |
8-K 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): December 16, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organiz |
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| December 17, 2014 |
EX-99.1 Exhibit 99.1 Philips Introduction Bert van Meurs December 17, 2014 Additional Information The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer s |
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| December 17, 2014 |
EX-99.3 Exhibit 99.3 Forward-looking statements This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain f |
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| December 17, 2014 |
Email sent to Employees of Philips’ Image Guided Therapies Division on December 17, 2014. EX-99.6 Exhibit 99.6 Email sent to Employees of Philips’ Image Guided Therapies Division on December 17, 2014. Dear colleagues, Today, we announced a very important and exciting next step in our HealthTech strategy through the acquisition of Volcano. Headquartered in San Diego, Volcano is a global leader in catheter based imaging and measurement devices for cardiovascular image guided therapy. Her |
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| December 17, 2014 |
VOLC / Volcano Corp SC14D9C - - SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 VOLCANO CORPORATION (Name of Subject Company) VOLCANO CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP N |
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| December 17, 2014 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of December 16, 2014, to the Rights Agreement (as amended from time to time, the “Rights Agreement”), dated as of June 20, 2006, between Volcano Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), is bein |
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| December 17, 2014 |
VOLC / Volcano Corp SC TO-C - - 8-K 8-K 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): December 16, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organiz |
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| December 17, 2014 |
Announcement Posted on Philips’ Internal Website on December 17, 2014 EX-99.5 Exhibit 99.5 Announcement Posted on Philips’ Internal Website on December 17, 2014 Headline: Major acquisition to boost Philips’ Image Guided Therapy business Philips today announced that it has entered into an agreement to acquire Volcano, a global healthcare company that is listed in the US. The company is a leader in catheter–based imaging and measurements for minimally invasive diagnos |
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| December 17, 2014 |
EX-99.2 Exhibit 99.2 Forward-looking statements This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain f |
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| December 17, 2014 |
Philips / Volcano Merger Presentation EX-99.1 Exhibit 99.1 Exhibit 99.1 Philips / Volcano Merger Presentation December 17, 2014 1 Additional Information The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano Corporation (“Volcano”) or any other securities. On the commenc |
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| December 17, 2014 |
EX-99.9 Exhibit 99.9 Exhibit 99.9 IGT Townhall December 17, 2014 Cautionary Statement Regarding Forward-Looking Statements This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the ten |
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| December 17, 2014 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014 TABLE OF CONTENTS Page SECTION 1. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 3 SECTION 2. MERGER TRANSACTION 4 2.1 Merger of Purchaser into the Company 4 2.2 E |
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| November 10, 2014 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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| November 10, 2014 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| November 10, 2014 |
VOLC / Volcano Corp / WADDELL & REED FINANCIAL INC - VOLCANO CORP Passive Investment SC 13G/A 1 d818117dsc13ga.htm VOLCANO CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 9* Volcano Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 928645100 (CUSIP Number) October 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| November 10, 2014 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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| November 7, 2014 |
VOLC / Volcano Corp 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of regis |
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| November 7, 2014 |
Exhibit 10.2 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 EXECUTION COPY SETTLEMENT AGREEMENT BY AND AMONG ST. JUDE MEDICAL, INC. AND VOLCANO CORPORATION AND CERTAIN OF THEIR AFFILIATES DATED AS OF AUGUST 7, 2014 Settlement, Release, License Agreement, and Covenants Not To Sue |
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| November 7, 2014 |
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Volcano Corporation (the “Company”) and George Quinoy (“Employee”), collectively referred to as the “parties” with respect to the following facts: A. |
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| November 6, 2014 |
Exhibit 99.1 VOLCANO REPORTS THIRD QUARTER RESULTS COMPANY GENERATES STRONG GROWTH IN U.S. PERIPHERAL MARKET AND EUROPE (SAN DIEGO, CA), November 6, 2014 — Volcano Corporation (Nasdaq: VOLC), a leading company focused on improving patient and economic outcomes on a global basis by developing and delivering innovative minimally invasive coronary and peripheral visualization, physiology diagnostics |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 6, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| October 2, 2014 |
VOLC / Volcano Corp / Camber Capital Management LLC Activist Investment SC 13D 1 cambervolcanov2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Volcano Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) Stephen DuBois, Camber Capital Management LLC, 101 Huntington Avenue, Boston, MA 02199 617-717-6600 (Name, Address and T |
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| October 2, 2014 |
EXHIBIT 2 JOINT FILING AGREEMENT This Joint Filing Agreement dated October 2, 2014, is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). |
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| October 2, 2014 |
EXHIBIT 1 SCHEDULE OF TRANSACTIONS SECURITY DATE OF TRANSACTION AMOUNT OF SECURITIES PURCHASED APPROXIMATE PRICE PER SHARE VOLC 8/8/2014 850,000 $12.64 VOLC 8/12/2014 110,000 $12.25 VOLC 8/13/2014 190,000 $12.19 VOLC 8/22/2014 200,000 $12.25 VOLC 9/10/2014 275,000 $11.81 VOLC 9/15/2014 100,000 $11.58 VOLC 9/16/2014 85,647 $11.46 VOLC 9/19/2014 39,353 $11.50 VOLC 9/23/2014 50,000 $11.20 |
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| September 30, 2014 |
Financial Statements and Exhibits FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 17, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or or |
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| September 30, 2014 |
EX-2.1 Exhibit 2.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 EXECUTION AGREEMENT AND PLAN OF MERGER BY AND AMONG VOLCANO CORPORATION ATHENA SUB, INC. AND ATHEROMED, INC. AND FORTIS ADVISORS LLC AS SECURITYHOLDERS’ REPRESENTATIVE Dated as of May 27, 2014 TABLE OF CONTENTS Page |
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| September 29, 2014 |
begin 644 ex991to13da109455003092914.pdf M)5!$1BTQ+C,-)?\-,2`P(&]B:@T\/`TO5&ET;&4@*/[`$T`:0!C`'(` M;P!S`&\`9@!T`"``5P!O`'(`9``@`"T`(``R`#``,0`T`"T`.0`M`#(`-@`@ M`%8`3P!,`$,`(`!"`$\`1``@`$P`90!T`'0`90!R`"``1@!)`$X`00!,*0TO M4')O9'5C97(@*$%M>75N:2!01$8@0V]N=F5R=&5R('9EH.&`'F"N0Q MP`#Y@$W\$&`=./$$HE2J2DJNK>-8RV9\8EB>+E\)!2]9]/^J;PGW?WW\\ M?'T\OGT[2/=PN;\[?;Y^Y/:4O+U(6^W>+-^L;V^>/I-Z64=OM\S]EP.+I MM$7 |
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| September 29, 2014 |
VOLC / Volcano Corp / Engaged Capital LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Volcano Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP Number) GLENN W. WELLING |
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| September 29, 2014 |
Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Volcano Corporation, a Delaware corporation. This Join |
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| September 8, 2014 |
VOLC / Volcano Corp / MANNING & NAPIER ADVISORS LLC - VOLCANO CORPORATION Passive Investment Volcano Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of registrant |
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| August 7, 2014 |
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): August 7, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| August 7, 2014 |
VOLCANO REPORTS SECOND QUARTER RESULTS Exhibit 99.1 VOLCANO REPORTS SECOND QUARTER RESULTS COMPANY ANNOUNCES LITIGATION SETTLEMENT AGREEMENT WITH ST. JUDE MEDICAL AND PLAN TO DIVEST AXSUN TECHNOLOGIES SUBSIDIARY (SAN DIEGO, CA), August 7, 2014—Volcano Corporation (Nasdaq: VOLC), a leading company focused on improving patient and economic outcomes on a global basis by developing and delivering innovative minimally invasive coronary and |
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| June 26, 2014 |
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 23, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) ( |
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| June 17, 2014 |
8-K 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 17, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| June 17, 2014 |
EX-2.1 Exhibit 2.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 EXECUTION AGREEMENT AND PLAN OF MERGER BY AND AMONG VOLCANO CORPORATION ATHENA SUB, INC. AND ATHEROMED, INC. AND FORTIS ADVISORS LLC AS SECURITYHOLDERS’ REPRESENTATIVE Dated as of May 27, 2014 TABLE OF CONTENTS Page |
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| June 5, 2014 |
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): May 30, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (C |
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| June 2, 2014 |
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): May 27, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (C |
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| June 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report VOLCANO CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 000-52045 33-0928885 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification Number) 3721 Valley Centre Drive, Suite 500 San Diego, California 92130 (Address of Prin |
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| June 2, 2014 |
Volcano Corporation Conflict Minerals Report For The Year Ended December 31, 2013 Exhibit 1.02 Volcano Corporation Conflict Minerals Report For The Year Ended December 31, 2013 This report for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals as directe |
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| May 27, 2014 |
Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE ATHEROMED COMPANY’S PHOENIX® ATHERECTOMY SYSTEM EXPANDS VOLCANO’S PORTFOLIO OF PERIPHERAL THERAPEUTIC DEVICES (SAN DIEGO, CA), May 27, 2014—Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disea |
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| May 27, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 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): May 27, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (C |
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| May 5, 2014 |
VOLCANO CORPORATION OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT PLAN VOLCANO CORPORATION OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT PLAN Section 1.INTRODUCTION. The Volcano Corporation Officer Change in Control Severance Benefit Plan (the ?Plan?) is hereby established effective February 12, 2014 (the ?Effective Date?). The purpose of the Plan is to provide for the payment of severance benefits to selected officer level employees of Volcano Corporation (the ?Compan |
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| May 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of registran |
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| May 5, 2014 |
VOLCANO CORPORATION 2014 SHORT TERM INCENTIVE PLAN VOLCANO CORPORATION 2014 SHORT TERM INCENTIVE PLAN 1.Purpose. As part of its executive compensation program, Volcano Corporation (?Volcano? or the ?Company?) has designed an annual cash-based incentive plan for the 2014 calendar year for selected executive officers. This 2014 Short Term Incentive Plan (the ?STIP?) is designed to drive revenue growth and operating profits, drive achievement of annu |
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| May 5, 2014 |
VOLCANO CORPORATION AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN 2014 LONG TERM INCENTIVE PLAN GRANT NOTICE Volcano Corporation (the “Company”), pursuant to its 2014 Long Term Incentive Plan (the “Program”) under its Amended and Restated 2005 Equity Compensation Plan (the “Plan”), hereby awards to Participant the Performance Stock Award (which is in the form of a Restricted Stock Unit Award) set forth below (the “Award”). |
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| May 5, 2014 |
VOLCANO CORPORATION AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN 2014 LONG TERM INCENTIVE PLAN ADOPTED: FEBRUARY 12, 2014 1. |
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| May 2, 2014 |
VOLCANO REPORTS FIRST QUARTER RESULTS Exhibit 99.1 VOLCANO REPORTS FIRST QUARTER RESULTS (SAN DIEGO, CA), May 2, 2014-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the first quarter of 2014. For the quarter ended March 31, 2014, Volcano reported revenues of |
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| May 2, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): May 2, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (Co |
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| April 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 28, 2014 |
Exhibit 12.1 Volcano Corporation Computation of Earnings to Fixed Charges Ratio (Unaudited—in thousands) Years Ended December 31, 2013 2012 2011 2010 2009 Earnings (losses) Income (loss) before income taxes $ (50,824 ) $ 9,689 $ 18,103 $ 7,327 $ (27,767 ) Fixed charges 29,979 11,663 10,269 4,330 1,895 Less: capitalized interest 939 1,638 1,190 — — Total (21,784 ) 19,714 27,182 11,657 (25,872 ) Fix |
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| February 28, 2014 |
EXHIBIT 10.9 January 18th, 2013 John Onopchenko Re: Offer of Employment Dear John, On behalf of Volcano, we are pleased to offer you the position of Executive Vice President, Strategy, Business Development & Integrations. We are excited about the talent, skills and abilities you will bring to our team. Subject to the approval of the 162(m) Committee of the Board, the specifics of this offer are as |
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| February 28, 2014 |
EXHIBIT 10.19 VOLCANO CORPORATION DIRECTOR COMPENSATION POLICY ADOPTED: June 6, 2007 LAST REVISED EFFECTIVE: November 13, 2013 This Director Compensation Policy (this ?Policy?) shall operate automatically, without the need for additional action by the board of directors (the ?Board?) of Volcano Corporation (the ?Company?). However, as noted in this Policy, the Board may, in its sole discretion, ch |
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| February 28, 2014 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made by and amongst VOLCANO CORPORATION (the ?Company?), having its principal offices at 3721 Valley Center Drive, Suite 500, San Diego, CA 92130 USA, and John Dahldorf (the ?Executive?), effective as of February 12, 2014 and amends and restates the prior Amended and Restated |
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| February 28, 2014 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made by and amongst VOLCANO CORPORATION (the ?Company?), having its principal offices at 3721 Valley Center Drive, Suite 500, San Diego, CA 92130 USA, and Scott Huennekens (the ?Executive?), effective as of February 12, 2014 and amends and restates the prior Amended and Resta |
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| February 28, 2014 |
EXHIBIT 10.45 EXECUTION VERSION JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England December 2, 2013 To: Volcano Corporation 3721 Valley Centre Drive, Suite 500 San Diego, CA 92130 Re: Master Confirmation?Uncollared Accelerated Share Repurchase This master confirmation (this ?Master Confirmation?), dated as of December 2, 2013, is intended to set f |
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| February 28, 2014 |
Exhibit 21.1 List of Volcano Corporation Subsidiaries Name Jurisdiction 1. Axsun Technologies, Inc. Delaware 2. CardioSpectra, Inc. Texas 3. Volcano Europe, B.V.B.A. Belgium 4. Volcano Japan Co., Ltd. Japan 5. Volcano Netherlands Holdings, B.V. Netherlands 6. Volcano Therapeutics South Africa Pty Ltd. South Africa 7. Volcarica, Socieded de Responsabilidad Limitada Costa Rica 8. Fluid Medical, Inc. |
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| February 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52045 Volcano Corpora |
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| February 24, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): February 24, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| February 24, 2014 |
VOLCANO REPORTS FOURTH QUARTER REVENUES INCREASE SIX PERCENT ON A CONSTANT CURRENCY BASIS Exhibit 99.1 VOLCANO REPORTS FOURTH QUARTER REVENUES INCREASE SIX PERCENT ON A CONSTANT CURRENCY BASIS (SAN DIEGO, CA), February 24, 2014 - Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the fourth quarter and all of 201 |
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| February 14, 2014 |
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): February 11, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| February 14, 2014 |
As filed with the Securities and Exchange Commission on February 14, 2014 Registration No. |
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| February 13, 2014 |
VOLC / Volcano Corp / PRICE T ROWE ASSOCIATES INC /MD/ - VOLC AS OF 12/31/2013 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VOLCANO CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 928645100 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is file |
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| February 12, 2014 |
VOLC / Volcano Corp / VANGUARD GROUP INC Passive Investment volcanocorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Volcano Corp Title of Class of Securities: Common Stock CUSIP Number: 928645100 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designat |
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| February 10, 2014 |
EX-1 2 d670245dex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc., Waddell & Reed Investment Management Company and Ivy Investment Management Company (the “Filing Persons”), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of t |
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| February 10, 2014 |
VOLC / Volcano Corp / TimesSquare Capital Management, LLC - SCHEDULE 13G Passive Investment Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1 Volcano Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 928645100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 10, 2014 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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| February 10, 2014 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| February 10, 2014 |
VOLC / Volcano Corp / WADDELL & REED FINANCIAL INC - VOLCANO CORPORATION Passive Investment Volcano Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 7, 2014 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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| February 7, 2014 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| February 7, 2014 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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| February 7, 2014 |
VOLC / Volcano Corp / WADDELL & REED FINANCIAL INC - VOLCANO CORPORATION Passive Investment Volcano Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 3, 2014 |
VOLC / Volcano Corp / MANNING & NAPIER ADVISORS LLC - VOLCANO CORP Passive Investment Volcano Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Volcano Corporation (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 928645100 (CUSIP Number) 12/31/2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): January 13, 2014 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| January 13, 2014 |
Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES PRELIMINARY FOURTH QUARTER 2013 REVENUES; YEAR-OVER-YEAR ANNUAL REVENUES INCREASE EIGHT PERCENT ON A CONSTANT CURRENCY BASIS COMPANY PROVIDES UPDATED REVENUE GUIDANCE FOR 2014 (SAN DIEGO, CA), January 13, 2014 – Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and |
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| December 2, 2013 |
Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES $200 MILLION SHARE REPURCHASE AUTHORIZATION $100 Million To Be Executed via Accelerated Share Repurchase Program SAN DIEGO, CA - December 2, 2013 - Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today ann |
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| December 2, 2013 |
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): December 2, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| November 18, 2013 |
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): November 12, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| November 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of regis |
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| November 4, 2013 |
VOLC / Volcano Corp / Engaged Capital LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Volcano Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 928645100 (CUSIP Number) GLENN W. WELLING E |
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| November 4, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): November 4, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| November 4, 2013 |
VOLCANO REPORTS THIRD QUARTER RESULTS COMPANY ANNOUNCES STRATEGIC REPRIORITIZATION INITIATIVE EX-99.1 2 exhibit991-11x04x13.htm EXHIBIT Exhibit 99.1 VOLCANO REPORTS THIRD QUARTER RESULTS COMPANY ANNOUNCES STRATEGIC REPRIORITIZATION INITIATIVE (SAN DIEGO, CA), November 4, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported re |
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| November 4, 2013 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Volcano Corporation, a Delaware corporation. This Join |
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| October 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a10-28x2013revenuerelease.htm CURRENT REPORT 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): October 28, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or |
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| October 28, 2013 |
Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES THIRD QUARTER 2013 REVENUES, UPDATED REVENUE GUIDANCE FOR FULL YEAR 2013 AND PRELIMINARY REVENUE GUIDANCE FOR 2014 (SAN DIEGO, CA), October 28, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, said tod |
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| September 16, 2013 |
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): September 10, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizati |
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| August 26, 2013 |
VOLCANO CORPORATION ANNOUNCES EXECUTION OF AGREEMENT TO PURCHASE PIONEER PLUS™ RE-ENTRY CATHETER PRODUCT LINE FROM MEDTRONIC TRANSACTION WILL INCREASE COMPANY'S PRESENCE IN PERIPHERAL INDICATIONS AND EXPAND THERAPEUTIC OFFERINGS (SAN DIEGO, CA), August 26, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, said today it has signed an agreement to acquire the Pioneer Plus™ diagnostic ultrasound transducer and percutaneous catheter from Medtronic, Inc. |
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| August 26, 2013 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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): August 23, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| August 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of registrant |
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| August 8, 2013 |
Exhibit 3.2 BYLAWS OF VOLCANO CORPORATION Effective as of June 20, 2006 Revised August 26, 2008 Further revised as of February 4, 2011 Further revised as of May 2, 2011 Further revised as of August 2, 2013 TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meet |
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| August 8, 2013 |
Exhibit 10.5 May 22, 2013 Michel Lussier Re: Transition of Employment Dear Michel, This letter is intended to outline the specifics of your transition and relocation to San Diego as President, Clinical and Scientific Affairs. Details are as follows: START DATE: June 3, 2013 LOCATION: This position will be based in our San Diego, California office. REPORTING: You will continue to report to Scott Hu |
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| August 8, 2013 |
Exhibit 2.1 AMENDMENT TO MERGER AGREEMENT This Amendment to Merger Agreement (this ?Amendment?) is made as of July 1, 2013 by and among Crux Biomedical, Inc. (the ?Company?), Volcano Corporation (?Volcano?), and Shareholder Representative Services LLC (?SRS? and together with the Company and Volcano, the ?Parties?). WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated |
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| August 8, 2013 |
EXHIBIT 10.3 TERMINATION AGREEMENT This Termination Agreement (the ?Agreement?) is made and entered into as of June 3, 2013 (the ?Effective Date?), by and between Michel Lussier (?Employee?), Volcano Corporation, a Delaware corporation (?Volcano?), and Volcano Europe NV, a Belgian company and subsidiary of Volcano (?Volcano Europe? and together with Volcano, the ?Company?). Recitals Whereas, Volca |
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| August 8, 2013 |
Exhibit 10.2 VOLCANO CORPORATION DIRECTOR COMPENSATION POLICY ADOPTED: June 6, 2007 LAST REVISED EFFECTIVE: May 15, 2013 This Director Compensation Policy (this ?Policy?) shall operate automatically, without the need for additional action by the board of directors (the ?Board?) of Volcano Corporation (the ?Company?). However, as noted in this Policy, the Board may, in its sole discretion, choose t |
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| August 8, 2013 |
EXHIBIT 10.4 TO: Michel Lussier FR: Heather Ace, EVP Human Resources Date: May 22, 2013 RE: Relocation Agreement The following outlines relocation benefits available to you as a result of your transition. The relocation benefits are not to exceed $175,000 and must be used and paid in totality by March 15, 2014. Below are the various categories that fall under Volcano's relocation program: Movement |
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| August 5, 2013 |
Exhibit 99.1 VOLCANO REPORTS SECOND QUARTER RESULTS; MEDICAL SEGMENT REVENUES INCREASE MORE THAN 13 PERCENT ON A CONSTANT CURRENCY BASIS (SAN DIEGO, CA), August 5, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the |
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| August 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): August 5, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| July 2, 2013 |
Entry into a Material Definitive Agreement - CURRENT REPORT 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): July 1, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (C |
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| May 31, 2013 |
Form S-8 As filed with the Securities and Exchange Commission on May 31, 2013 Registration No. |
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| May 17, 2013 |
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): May 15, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (C |
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| May 3, 2013 |
VOLCANO CORPORATION AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN 2013 LONG TERM INCENTIVE PLAN ADOPTED: FEBRUARY 19, 2013 1. |
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| May 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (Exact name of registran |
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| May 3, 2013 |
EX-10.5 6 volc331201310-qexhibit105.htm WARRANTS CONFIRMATION AMENDMENT AGREEMENT - JPMORGAN CHASE Exhibit 10.5 WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013 with respect to the Warrants Confirmation between Volcano Corporation and JPMorgan Chase Bank, National Association THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this “Agreement”) with respect to the Warrants Confirma |
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| May 3, 2013 |
VOLCANO CORPORATION AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN 2013 LONG TERM INCENTIVE PLAN GRANT NOTICE Volcano Corporation (the ?Company?), pursuant to its 2013 Long Term Incentive Plan (the ?Program?) under its Amended and Restated 2005 Equity Compensation Plan (the ?Plan?), hereby awards to Participant the Performance Stock Award (which is in the form of a Restricted Stock Unit Award) set forth below (the ?Award?). |
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| May 3, 2013 |
VOLCANO CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE (AMENDED AND RESTATED 2005 EQUITY COMPENSATION PLAN) Volcano Corporation (the “Company”), pursuant to Section 6(b) of the Company’s Amended and Restated 2005 Equity Compensation Plan (the “Plan”), hereby grants to Participant a Restricted Stock Unit Award covering the number of restricted stock units (the “RSUs”) set forth below (the “Award”). |
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| May 3, 2013 |
Exhibit 10.6 WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013 with respect to the Warrants Confirmation between Volcano Corporation and Goldman, Sachs & Co. THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this ?Agreement?) with respect to the Warrants Confirmation (as defined below) is made as of March 26, 2013 between Volcano Corporation (the ?Company?) and Goldman, Sach & Co. |
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| May 3, 2013 |
VOLCANO CORPORATION 2013 SHORT TERM INCENTIVE PLAN EX-10.1 2 volc331201310-qexhibit101.htm 2013 SHORT TERM INCENTIVE PLAN VOLCANO CORPORATION 2013 SHORT TERM INCENTIVE PLAN 1.Purpose. As part of its executive compensation program, Volcano Corporation (“Volcano” or the “Company”) has designed an annual cash-based incentive plan for the 2013 calendar year for selected executive officers. This 2013 Short Term Incentive Plan (the “STIP”) is designed t |
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| May 3, 2013 |
Exhibit 10.7 WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013 with respect to the Warrants Confirmation between Volcano Corporation and JPMorgan Chase Bank, National Association THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this “Agreement”) with respect to the Warrants Confirmation (as defined below) is made as of March 26, 2013 between Volcano Corporation (the “Company”) an |
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| May 3, 2013 |
Exhibit 10.8 WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013 with respect to the Warrants Confirmation between Volcano Corporation and Goldman, Sachs & Co. THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this ?Agreement?) with respect to the Warrants Confirmation (as defined below) is made as of March 26, 2013 between Volcano Corporation (the ?Company?) and Goldman, Sach & Co. |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): May 2, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) (Co |
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| May 2, 2013 |
VOLCANO ANNOUNCES FIRST QUARTER RESULTS Exhibit 99.1 VOLCANO ANNOUNCES FIRST QUARTER RESULTS (SAN DIEGO, CA), May 2, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the first quarter of 2013. For the quarter ended March 31, 2013, Volcano reported revenues |
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| April 17, 2013 |
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 16, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| April 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 27, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| April 2, 2013 |
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 27, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 11, 2013 |
VOLC / Volcano Corp / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) VOLCANO CORPORATION (Name of Issuer) COM (Title of Class of Securities) 928645100 (CUSIP Number) February 28, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52045 Volcano Corpora |
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| February 28, 2013 |
Exhibit 12.1 Volcano Corporation Computation of Earnings to Fixed Charges Ratio (Unaudited—in thousands) Years Ended December 31, 2012 2011 2010 2009 2008 Earnings (losses) Income (loss) before income taxes $ 9,689 $ 18,103 $ 7,327 $ (27,767 ) $ (13,085 ) Fixed charges 11,663 10,269 4,330 1,895 1,208 Less: capitalized interest 1,638 1,190 — — — Total 19,714 27,182 11,657 (25,872 ) (11,877 ) Fixed |
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| February 28, 2013 |
EXHIBIT 10.26 VOLCANO CORPORATION DIRECTOR COMPENSATION POLICY ADOPTED: June 6, 2007 LAST REVISED EFFECTIVE: May 23, 2012 This Director Compensation Policy (this ?Policy?) shall operate automatically, without the need for additional action by the board of directors (the ?Board?) of Volcano Corporation (the ?Company?). However, as noted in this Policy, the Board may, in its sole discretion, choose |
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| February 28, 2013 |
SECOND AMENDMENT TO OFFICE LEASE EXHIBIT 10.39 SECOND AMENDMENT TO OFFICE LEASE This SECOND AMENDMENT TO OFFICE LEASE (?Second Amendment?) is made and entered into as of December 14, 2012, by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and VOLCANO CORPORATION, a Delaware corporation (?Tenant"). R E C I T A L S : A.Landlord and Tenant are parties to that certain Office Lease dated December 28, 200 |
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| February 28, 2013 |
***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 EXHIBIT 10.40 SUPPLY AGREEMENT THIS AGREEMENT, made on this 19th day of December 2012 (the ?Effective Date?), by and between Santec Corporation, a corporation organized and existing under the laws of Japan with its principal office a |
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| February 28, 2013 |
Exhibit 21.1 List of Volcano Corporation Subsidiaries Name Jurisdiction 1. Axsun Technologies, Inc. Delaware 2. CardioSpectra, Inc. Texas 3. Volcano Europe, B.V.B.A. Belgium 4. Volcano Japan Co., Ltd. Japan 5. Volcano Netherlands Holdings, B.V. Netherlands 6. Volcano Therapeutics South Africa Pty Ltd. South Africa 7. Volcarica, Socieded de Responsabilidad Limitada Costa Rica 8. Fluid Medical, Inc. |
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| February 25, 2013 |
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): February 19, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| February 22, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): February 21, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| February 22, 2013 |
EX-99.1 Exhibit 99.1 Independent Auditors’ Report The Board of Directors Crux Biomedical, Inc.: We have audited the accompanying balance sheet of Crux Biomedical, Inc. (a development stage company) (the Company) as of December 31, 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2011, and for the period from January 14, |
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| February 22, 2013 |
VOLCANO CORPORATION PROVIDES ADDITIONAL GUIDANCE FOR 2013 Exhibit 99.1 VOLCANO CORPORATION PROVIDES ADDITIONAL GUIDANCE FOR 2013 (SAN DIEGO, CA), February 21, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, is providing additional guidance for 2013 on an as reported basis to augment guidance provided |
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| February 22, 2013 |
EX-99.2 Exhibit 99.2 VOLCANO CORPORATION AND CRUX BIOMEDICAL, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On December 12, 2012, pursuant to the Agreement and Plan of Merger dated December 1, 2012, by and among Volcano Corporation, a Delaware corporation (“we”, “us”, “our”, the “Company” or “Volcano”), Volcalypso, Inc., a wholly-owned subsidiary of Volcano (“Merger Sub”), Crux |
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| February 22, 2013 |
Financial Statements and Exhibits - FORM 8-K/A FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation o |
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| February 21, 2013 |
VOLCANO ANNOUNCES RECORD FOURTH QUARTER REVENUES Exhibit 99.1 VOLCANO ANNOUNCES RECORD FOURTH QUARTER REVENUES (SAN DIEGO, CA), November 21 2013-Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the fourth quarter of 2012. For the quarter ended December 31, 2012, Volcano |
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| February 21, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): February 21, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| February 14, 2013 |
VOLC / Volcano Corp / TCW GROUP INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Volcano Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 928645100 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 13, 2013 |
VOLC / Volcano Corp / WELLS FARGO & COMPANY/MN Passive Investment SC 13G/A 1 wfvolcanocor-928645100.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) VOLCANO CORPORATION (Name of Issuer) COM (Title of Class of Securities) 928645100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 12, 2013 |
VOLC / Volcano Corp / VANGUARD GROUP INC Passive Investment SC 13G 1 volcanocorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Volcano Corp Title of Class of Securities: Common Stock CUSIP Number: 928645100 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this S |
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| February 7, 2013 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| February 7, 2013 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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| February 7, 2013 |
VOLC / Volcano Corp / WADDELL & REED FINANCIAL INC - VOLCANO CORPORATION Passive Investment Volcano Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 7, 2013 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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| January 23, 2013 |
VOLC / Volcano Corp / MANNING & NAPIER ADVISORS LLC - VOLANO CORP Passive Investment Volano Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Volcano Corporation (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 928645100 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): January 7, 2013 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization) |
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| January 7, 2013 |
Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES RECORD PRELIMINARY FOURTH QUARTER 2012 REVENUES QUARTERLY FFR DISPOSABLE REVENUES INCREASE 45 PERCENT YEAR-OVER-YEAR ON A CONSTANT CURRENCY BASIS (SAN DIEGO, CA), January 7, 2013-Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and periphe |
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| December 26, 2012 |
Entry into a Material Definitive Agreement - FORM 8-K 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): December 19, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| December 20, 2012 |
Entry into a Material Definitive Agreement - FORM 8-K 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): December 14, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organizatio |
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| December 13, 2012 |
Agreement and Plan of Merger Exhibit 2.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG VOLCANO CORPORATION, VOLCALYPSO, INC., CRUX BIOMEDICAL, INC., SOLELY IN ITS CAPACITY AS THE STOCKHOLDERS’ REPRESENTATIVE, SHAREHOLDER RE |
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| December 13, 2012 |
Form 8-K 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): December 12, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of (Commission File Nu |
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| December 10, 2012 |
Additional Call Option Transaction Confirmation Exhibit 10.1 EXECUTION VERSION JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England December 5, 2012 To: Volcano Corporation 3661 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: John Dahldorf Telephone No.: (858) 720-4112 Facsimile No.: (858) 720-0383 Re: Additional Call Option Tr |
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| December 10, 2012 |
Form of 1.75% Convertible Senior Notes Due 2017 Exhibit 4.2 [FACE OF NOTE] THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS CONVERTIBLE NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PR |
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| December 10, 2012 |
Additional Call Option Transaction Confirmation Exhibit 10.2 EXECUTION VERSION GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Volcano Corporation 3661 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: John Dahldorf Telephone No.: (858) 720-4112 Facsimile No.: (858) 720-0383 A/C: 042742270 From: Goldman, Sachs & |
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| December 10, 2012 |
Addititonal Warrants Confirmation Exhibit 10.4 EXECUTION VERSION THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT |
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| December 10, 2012 |
Additional Warrants Confirmation Exhibit 10.3 EXECUTION VERSION THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT O |
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| December 10, 2012 |
Form 8-K 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): December 4, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or org |
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| December 10, 2012 |
Second Supplemental Indenture Exhibit 4.1 EXECUTION VERSION VOLCANO CORPORATION AS ISSUER 1.75% CONVERTIBLE SENIOR NOTES DUE 2017 SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 10, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 8 Section 1.03 Co |
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| December 5, 2012 |
VOLCANO CORPORATION PRICES OFFERING OF $400 MILLION 1.75% CONVERTIBLE SENIOR NOTES DUE 2017 Press Release Exhibit 99.1 VOLCANO CORPORATION PRICES OFFERING OF $400 MILLION 1.75% CONVERTIBLE SENIOR NOTES DUE 2017 (SAN DIEGO, CA), December 5, 2012—Volcano Corporation (NASDAQ: VOLC) today announced the pricing of its public offering of $400 million aggregate principal amount of 1.75% convertible senior notes due December 1, 2017 registered under the Securities Act of 1933, as amended. Prior |
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| December 5, 2012 |
Base Call Option Transaction Confirmation Exhibit 10.2 EXECUTION VERSION GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Volcano Corporation 3661 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: John Dahldorf Telephone No.: (858) 720-4112 Facsimile No.: (858) 720-0383 A/C: 042742270 From: Goldman, Sachs & Co. R |
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| December 5, 2012 |
Form 424(b)(2) Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee 1. |
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| December 5, 2012 |
Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated December 4, 2012 Relating to Preliminary Prospectus Supplement dated December 3, 2012 Registration Statement No. |
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| December 5, 2012 |
Form 8-K 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): December 4, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or org |
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| December 5, 2012 |
Base Call Option Transaction Confirmation Exhibit 10.1 EXECUTION VERSION JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England December 4, 2012 To: Volcano Corporation 3661 Valley Centre Drive, Suite 200 San Diego, California 92130 Attention: John Dahldorf Telephone No.: (858) 720-4112 Facsimile No.: (858) 720-0383 Re: Base Call Option Transaction Th |
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| December 5, 2012 |
Base Warrants Confirmation Exhibit 10.4 EXECUTION VERSION THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN A |
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| December 5, 2012 |
Base Warrants Confirmation Exhibit 10.3 EXECUTION VERSION THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN A |
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| December 5, 2012 |
VOLCANO CORPORATION 1.75% Convertible Senior Notes due 2017 Underwriting Agreement Underwriting Agreement Exhibit 1.1 VOLCANO CORPORATION 1.75% Convertible Senior Notes due 2017 Underwriting Agreement December 4, 2012 J.P. Morgan Securities LLC Goldman, Sachs & Co. as Representatives of the several Underwriters listed in Schedule 1 hereof c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman, Sachs & Co. 200 West Street New York, NY 10282 Ladies |
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| December 4, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): December 3, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or org |
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| December 4, 2012 |
Updated Company Disclosure Exhibit 99.2 Company overview We design, develop, manufacture and sell a broad suite of precision guided therapy tools including intravascular ultrasound, or IVUS, and fractional flow reserve, or FFR, products. We believe that these products enhance the diagnosis and treatment of vascular heart disease by improving the efficiency and efficacy of existing percutaneous int |
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| December 4, 2012 |
Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 Volcano Corporation Computation of Earnings to Fixed Charges Ratio (Unaudited - in thousands) Years Ended December 31, Nine month ended September 30, 2011 2010 2009 2008 2007 2012 2011 Earnings (losses) Income (loss) before income taxes $ 18,103 $ 7,327 $ (27,767 ) $ (13,085 ) $ (26,052 ) $ 9,840 $ 10,355 Fixed charges 10,269 4,330 1,8 |
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| December 4, 2012 |
VOLCANO CORPORATION TO OFFER $350 MILLION CONVERTIBLE SENIOR NOTES DUE 2017 Press release Exhibit 99.1 VOLCANO CORPORATION TO OFFER $350 MILLION CONVERTIBLE SENIOR NOTES DUE 2017 (SAN DIEGO, CA), December 3, 2012—Volcano Corporation (NASDAQ: VOLC) today announced its intention to offer, subject to market and other conditions, $350 million principal amount of convertible senior notes due December 1, 2017 in an offering registered under the Securities Act of 1933, as amende |
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| December 4, 2012 |
Joint book-running managers J.P. Morgan Goldman, Sachs & Co. Form 424(b)(2) Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. |
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| December 3, 2012 |
Form 8-K 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): December 1, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or org |
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| December 3, 2012 |
Press Release Exhibit 99.1 VOLCANO CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE CRUX BIOMEDICAL COMPANY’S IVC FILTER WILL PROVIDE VOLCANO ENTRY INTO PERIPHERAL THERAPEUTICS MARKET (SAN DIEGO, CA), December 3, 2012—Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascul |
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| November 23, 2012 |
Press Release Exhibit 99.1 Volcano Corporation Signs Agreement to Acquire Sync-Rx Ltd. Expands Multi-Modality Platform Capability SAN DIEGO, Calif., November 23, 2012—Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today announced that it has enter |
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| November 23, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): November 22, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of (Commission (I.R.S. |
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| November 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52045 Volcano Corporation (E |
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| November 6, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 6, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
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| November 6, 2012 |
VOLCANO CORPORATION REPORTS THIRD QUARTER 2012 RESULTS Exhibit 99.1 VOLCANO CORPORATION REPORTS THIRD QUARTER 2012 RESULTS (SAN DIEGO, CA), November 6, 2012-Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today reported results for the third quarter of 2012. For the quarter ended September 30, 2012, Vo |
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| October 25, 2012 |
Exhibit 99.1 Volcano Announces Previous St. Jude Medical Products Infringe Volcano Patent and Jury Verdicts in Patent Trials with St. Jude Medical SAN DIEGO, California, October 25, 2012 - Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today annou |
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| October 25, 2012 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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): October 25, 2012 VOLCANO CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-52045 33-0928885 (State or other jurisdiction of incorporation or organization |
