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 23, 2010
SYNERGETICS USA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-10382
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20-5715943 |
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 3845 Corporate Centre Drive |
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| O’Fallon, Missouri
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63368 |
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(Zip Code) |
(636) 939-5100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act. |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2010, (the “Effective Date”) Synergetics USA, Inc. (“Synergetics”) entered into a
Settlement and License Agreement with Alcon Inc. and its affiliates, Alcon Laboratories, Inc. and
Alcon Research, Ltd. (collectively “Alcon”), and entered into a Supply Agreement with Alcon
Research, Ltd. (“Alcon Research”)
As provided by the Settlement and License Agreement, Synergetics and Alcon (the “Parties”)
will file stipulations of dismissal with prejudice in each of the two pending lawsuits between the
Parties, i.e., case No. 08-CV-3669 (DLC) pending in the United States District Court for the
Southern District of New York, and case No. 4:08-cv-00609-Y pending in the United States District
Court for the Northern District of Texas.
Additionally, the Parties release each other from any and all claims based in whole or in part
on any conduct occurring on or before the Effective Date, including continuing conduct. Further,
each Party covenants not to sue the other Party on any claim that any product made available to end
users in the United States on or before the Effective Date infringes any patent enforceable as of
the Effective Date. As further provided by the Settlement and License Agreement, the Parties entered patent cross
licenses under which Synergetics is granted a license to make and sell certain products covered by
certain of Alcon’s patents, and Alcon is granted a license to sell certain products manufactured by
Synergetics in accordance with the Supply Agreement and covered by certain of Synergetics’ patents.
In consideration for the patent cross licenses and the settlement of
litigation, Alcon will pay to Synergetics a net sum of Thirty
Million Dollars ($30,000,000.00) within five days of the Effective Date.
The Supply Agreement governs the terms of manufacture by Synergetics and supply to Alcon
Research of products for which Alcon has been granted a license to sell. During the term of the
Supply Agreement, Synergetics is obligated to supply the requirements
of Alcon Research and its affiliates for the licensed
products. The term of the Supply Agreement is set to expire upon expiration of the last to expire
of the patents licensed by Synergetics to Alcon, which is expected to be approximately fifteen
years from the Effective Date. To facilitate the supply of products by Synergetics under the
Supply Agreement, Alcon Research will pay Synergetics Two Million Dollars ($2,000,000.00) within
two weeks of the Effective Date to be used by Synergetics for
production process engineering and expansion.
Further under the Supply Agreement, Synergetics will be an exclusive third-party manufacturer
for Alcon Research’s requirements of certain additional products during the first five years of the
agreement, and will obtain a right of first refusal to manufacture such products thereafter.
On April 27, 2010, the Company issued a press release announcing its entry into the Settlement
and License Agreement and the Supply Agreement. A copy of this press release is attached hereto as
exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibit |
99.1
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Synergetics USA, Inc. press release dated April 27, 2010. |
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