UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  July 30, 2010                                                   

 

(Exact Name of Registrant as Specified in Its Charter)

 

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)                                               (IRS Employer Identification No.)

 

                                      

(Address of Principal Executive Offices)                                                              (Zip Code)

 

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

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Explanatory Note:

 

Stereotaxis, Inc. is filing this Form 8-K/A solely to correct a typographical error in Exhibit 10.1 filed with the original Form 8-K, filed on July 30, 2010, concerning the Fifth Amendment to the Development Alliance and Supply Agreement dated July, 30, 2010 by and between Stereotaxis, Inc. and Biosense Webster, Inc. (the “Agreement”), to reflect that both parties executed the Agreement on July 30, 2010. The Exhibit has been re-filed herewith.

 

Item 1.01.        Entry into a Material Definitive Agreement

 

A copy of the Agreement is being filed as Exhibit 10.1 hereto and the information contained therein is incorporated by reference herein.

 

Item 9.01.       Financial Statements and Exhibits.

 

 

 

           

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

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EXHIBIT INDEX

 

 

FIFTH AMENDMENT TO THE
         DEVELOPMENT ALLIANCE AND SUPPLY AGREEMENT

BETWEEN                                                                     

BIOSENSE WEBSTER, INC. AND STEREOTAXIS, INC.

This fifth amendment (“Fifth Amendment”) is made effective as of  July 30, 2010 and amends the Development Alliance and Supply Agreement dated May 7, 2002 between Biosense Webster, Inc. (“Biosense Webster”) and Stereotaxis, Inc. (“Stereotaxis”) (the “Master Collaboration Agreement”), as amended previously by: (i) the Amendment to Development and Supply Agreement dated November 3, 2003 (the “First Amendment”) (the Master Collaboration Agreement and First Amendment collectively referred to as the “Amended Master Agreement”); (ii) the side letter between the parties dated November 3, 2003, regarding research and development (the “R&D Side Letter”); (iii) the Alliance Expansion Agreement dated May 4, 2007 (“Expansion Agreement”); (iv) four side letters between the parties, each dated May 4, 2007, whose subject matter was, respectively, CARTO® Pro RMT, Third Party Collaboration Rights, Exclusivity and the meaning of Customers in the Non-Localized Alliance (collectively, the “2007 Side Letters”); (v) the Second Amendment to Development Alliance and Supply Agreement, dated July 18, 2008 (the “Second Amendment”), (vi) the Third Amendment to Development Alliance and Supply Agreement, dated December 8, 2009 (the “Third Amendment”), and (vii) the Fourth Amendment to Development Alliance and Supply Agreement, dated May 1, 2010 (the “Fourth Amendment”) (the Master Collaboration Agreement, First Amendment, R&D Side Letter, Expansion Agreement, 2007 Side Letters, Second Amendment, Third Amendment, and Fourth Amendment collectively referred to as the “Existing Agreements”). 

 

WHEREAS, Stereotaxis and Biosense Webster have, pursuant to the Existing Agreements, agreed to jointly develop a Compatible NIOBE™ – CARTO® System and to jointly develop certain associated proprietary, interventional, disposable, electrophysiology devices and to manufacture, market and sell such products; and

 

WHEREAS, in order to pursue U. S. FDA regulatory approval for expanding the indications for use of magnetically enabled devices for atrial fibrillation (“AF”) indications and undertake the development of improvements to certain devices, or to design the next generation of magnetically enabled irrigated catheters, the latter  subject to the execution of a  written agreement between the parties, the parties have agreed to extend Biosense Webster’s exclusive distribution rights with respect to Non-Irrigated Catheters (as defined in the Existing Agreements) previously developed under the Existing Agreements; and

 

WHEREAS the parties further wish to explore the design of remote clinical support applications of Stereotaxis’ Odyssey™ platform for Biosense Webster to use with its customers worldwide, and Biosense Webster wishes to extend its non-exclusive Odyssey license to include rights to distribute Odyssey products to its customers as a consolidated solution with its CARTO products, both subject to the execution of a written agreement between the parties;

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NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the Parties agree as follows:

 

IN WITNESS WHEREOF, the Parties hereto have caused this Fifth Amendment to be signed by duly authorized officers or representatives, effective as of the date first written above.