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PROSPECTUS SUPPLEMENT NO. 17
(To Prospectus dated May 1, 2006)
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-133072 |
UROPLASTY, INC.
1,918,809 Shares of Common Stock
and
1,180,928 Shares of Common Stock
Issuable Upon Exercise of Warrants
This prospectus supplement relates to shares of our common stock that may be sold at various times
by certain selling shareholders. You should read this prospectus supplement no. 17, the prior
prospectus supplements and the prospectus dated May 1, 2006, which are to be delivered with this
prospectus supplement. Our May 1, 2006 prospectus is a combined prospectus under Rule 429(a) of
the Securities Act of 1933, as amended, with our prior prospectus dated July 29, 2005 and
supplements thereto (See Registration No. 333-126737 filed with the Securities and Exchange
Commission on July 20, 2005 and declared effective on July 29, 2005).
This prospectus supplement contains our Current report on Form 8-K relating to the restructuring of
our Eindhoven, The Netherlands, manufacturing facility. This report was filed with the Securities
and Exchange Commission on February 2, 2007. The attached information supplements and supersedes,
in part, the information contained in the prospectus.
Our common stock is traded on the American Stock Exchange under the symbol UPI. On February 1,
2007, the closing price of our common stock on the American Stock Exchange was $2.65 per share.
This investment is speculative and involves a high degree of risk. See Risk Factors on page 6 of
the prospectus to read about factors you should consider before buying shares of the common stock.
Neither the SEC nor any state securities commission has approved or disapproved these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Prospectus Supplement dated February 2, 2007
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: February 2, 2007
UROPLASTY, INC.
(Exact name of registrant as specified in charter)
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000-20989
(Commission File No.)
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41-1719250
(IRS Employer Identification No.) |
Minnesota
(State or other jurisdiction of incorporation or organization)
5420 Feltl Road
Minnetonka, Minnesota 55343
(Address of principal executive offices)
952-426-6140
(Registrants telephone number, including area code)
Not Applicable
(Former Name and Address)
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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o Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.05. Costs Associated with Exit or Disposal Activities
On January 31, 2007, our Board of Directors and officers committed to a plan to close our
Eindhoven, The Netherlands manufacturing facility and transfer production to our Minnetonka,
Minnesota facility.
The restructuring will result in the termination of employment of three employees and the lease of
our Eindhoven facility. We expect to complete the transition to, and obtain the necessary
regulatory approvals of, our new facility in Minnetonka in the second half of 2007.
Based upon our current estimates, we anticipate incurring in 2007 approximately $315,000 to
$445,000 of one-time, pre-tax exit charges, including cash charges for severance pay, lease
buy-out, restoration of the leased facility and other associated costs, and non-cash charges of
approximately $10,000 to $15,000 for asset impairment.
(c) Exhibits
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Exhibit No. |
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Description |
99.1
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Press Release dated February 1, 2007 (filed herewith). |
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, thereunto duly authorized.
Dated: February 2, 2007
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UROPLASTY, INC.
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By: |
/s/ Mahedi A. Jiwani
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Mahedi A. Jiwani |
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Vice President, Chief Financial Officer and Treasurer |
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NEWS RELEASE
UROPLASTY RESTRUCTURES MANUFACTURING OPERATIONS
MINNEAPOLIS, MN, February 1, 2007 Uroplasty, Inc. (AMEX:UPI) announced that in an effort to
reduce costs, increase productivity and streamline manufacturing operations, it plans to close its
Eindhoven, The Netherlands, manufacturing facility and transfer the production to its Minnetonka,
Minnesota facility.
The Company expects to complete the transition to, and obtain the necessary regulatory approvals
of, its manufacturing facility in Minnetonka in the second half of 2007. The restructuring will
result in the termination of employment of three employees and the lease of the Eindhoven facility.
The Company anticipates incurring approximately $315,000 to $445,000 of one-time, pre-tax exit
charges during 2007, including approximately $10,000 to $15,000 of non-cash charges related to
asset impairment.
David B. Kaysen, Uroplastys President and CEO, commented, We expect this action to save us about
$400,000 in annual on-going costs after the transition period, and also allow us to be more
efficient and better serve our customers.
***
Uroplasty, Inc., headquartered in Minnetonka, Minnesota, with wholly-owned subsidiaries in The
Netherlands and the United Kingdom, is a medical device company that develops, manufactures and
markets innovative, proprietary products for the treatment of voiding dysfunctions, including
urinary and fecal incontinence, overactive bladder and vesicoureteral reflux.
The Urgent® PC Neuromodulation System is a proprietary, minimally invasive nerve stimulation device
designed for office-based treatment of overactive bladder symptoms of urge incontinence, urinary
urgency and urinary frequency. Application of neuromodulation therapy targets specific nerve
tissue and disrupts the signals that lead to the symptoms of overactive bladder. Uroplasty sells
the Urgent PC system in the United States, in Canada and in countries recognizing the CE mark.
Outside the United States, the Urgent PC is also indicated for the treatment of fecal incontinence.
The I-STOP Mid-Urethral Sling is a biocompatible, tension-free sling used to treat female stress
urinary incontinence. The I-STOP sling provides a hammock-like support for the urethra to prevent
urine leakage associated with activities such as coughing, laughing, lifting or jumping. Uroplasty
sells the I-STOP Sling in the United Kingdom and in the United States.
Macroplastique® Implants, Uroplastys patented soft tissue bulking agent, is used to treat both
female and male urinary incontinence and to treat vesicoureteral reflux in children. When
Macroplastique is injected into tissue, it stabilizes and bulks the tissue, providing the
surrounding muscles with increased capability to control the flow of urine. Additionally, Uroplasty
markets soft tissue bulking agents for
specific
indications such as PTQ Implants for the treatment of fecal incontinence, VOX® Implants for the treatment of vocal
cord rehabilitation and Bioplastique® for augmentation or restoration of soft tissue defects in
plastic surgery indications. Uroplasty sells Macroplastique in the United States and in countries
throughout the world. Uroplasty sells its other bulking products outside the United States.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain
forward-looking statements. This press release contains forward-looking statements, which reflect
our views regarding future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties, including those identified below, which could cause
actual results to differ materially from historical results or those anticipated. The words aim,
believe, expect, anticipate, intend, estimate and other expressions, which indicate
future events and trends, identify forward-looking statements. Actual future results and trends
may differ materially from historical results or those anticipated depending upon a variety of
factors, including, but not limited to: the effect of government regulation, including when and if
we receive approval for marketing products in the United States; the impact of international
currency fluctuations on our cash flows and operating results; the impact of technological
innovation and competition; acceptance of our products by physicians and patients, our historical
reliance on a single product for most of our current sales; our ability to commercialize our
recently licensed product lines; our intellectual property and the ability to prevent competitors
from infringing our rights; the ability to receive third party reimbursement for our products; the
results of clinical trials; our continued losses and the possible need to raise additional capital
in the future; our ability to manage our international operations; our ability to hire and retain
key technical and sales personnel; our dependence on key suppliers; future changes in applicable
accounting rules; and volatility in our stock price. We cannot assure that our Eindhoven facility
exit costs will not exceed our projections or that we can achieve our projected cost savings when
expected, or at all. Among other matters, our exit costs and cost savings depend upon obtaining
the necessary regulatory approvals to timely transfer our manufacturing production to the
Minnetonka facility, which we cannot control. Uroplasty undertakes no obligation to update or
revise these forward-looking statements to reflect new events or uncertainties.
FOR FURTHER INFORMATION: visit Uroplastys web page at www.uroplasty.com or contact Mr. Kaysen.
UROPLASTY, INC.
David B. Kaysen, President / CEO
5420 Feltl Road
Minnetonka, Minnesota 55343
Tel: 952.426.6140
Fax: 952.426.6199
E-mail: dave.kaysen@uroplasty.com