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3132936 Nova Scotia Co, et al. – ‘F-10/A’ on 3/30/07

On:  Friday, 3/30/07, at 9:12pm ET   ·   As of:  4/2/07   ·   Accession #:  1193125-7-70986   ·   File #s:  333-141155, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/02/07  3132936 Nova Scotia Co            F-10/A      3/30/07    5:1.2M                                   Donnelley … Solutions/FA
          3132933 Nova Scotia Co
          Surgical Specialties Puerto Rico, Inc.
          Angiotech Capital, LLC
          3091796 Nova Scotia Co
          3129538 Nova Scotia Co
          Surgical Specialties Corp.
          Medical Device Technologies, Inc.
          B.G. Sulzle, Inc.
          0761717 B.C. Ltd.
          3132935 Nova Scotia Co
          3129540 Nova Scotia Co
          Manan Medical Products, Inc.
          Angiotech Investment Partnership
          0741693 B.C. Ltd.
          3129539 Nova Scotia Co
          Angiotech Pharmaceuticals Inc
          Angiotech BioCoatings Corp.
          3091799 Nova Scotia Co
          Crimson Cardinal Capital, Inc.
          Angiotech International Holdings, Corp.
          3129537 Nova Scotia Co
          3091797 Nova Scotia Co
          3091798 Nova Scotia Co
          Quill Medical, Inc.
          3132934 Nova Scotia Co
          Angiotech Pharmaceuticals (US), Inc.
          NeuColl, Inc.
          3129541 Nova Scotia Co
          American Medical Instruments Holdings, Inc.
          Afmedica, Inc.
          American Medical Instruments, Inc.
          Surgical Specialties UK Holdings Ltd
          Tercentenary Holdings, Corp.
          Point Technologies, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: F-10/A      Amendment #1 to the Form F-10                       HTML    944K 
 2: EX-23.1     Consent of Pricewaterhousecoopers LLP               HTML     15K 
 3: EX-23.2     Consent of Ernst & Young LLP                        HTML     15K 
 4: EX-23.3     Consent of Hughes Pittman & Gupton LLP              HTML     14K 
 5: EX-25.1     Statement of Eligibility of the Trustee on Form     HTML     50K 
                          T-1                                                    

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As filed with the Securities and Exchange Commission on March 30, 2007

Registration No. 333-141155

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORMS F-10*, F-4* and S-4*

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Angiotech Pharmaceuticals, Inc.*

(Exact name of Registrant as specified in its charter)

1618 Station Street

Vancouver, BC Canada V6A 1B6

(604) 221-7676

(Address and telephone number of Registrant’s principal executive offices)

Angiotech Pharmaceuticals (US), Inc.

101 North Bend Way, Suite 201

North Bend, WA 98045

(425) 831-4402

Attention: General Counsel

(Name, address and telephone number of agent for service in the United States)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective.

British Columbia, Canada

(Principal jurisdiction regulating this offering)

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Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

ADDITIONAL REGISTRANTS

Form F-10 Registrants

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective and any necessary Canadian filings have been made and are declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 30, 2007

PROSPECTUS

$325,000,000

Angiotech Pharmaceuticals, Inc.

Offer to Exchange new Senior Floating Rate Notes due 2013 for any and all of its

outstanding Senior Floating Rate Notes due 2013.

Subject to the Terms and Conditions described in this Prospectus

The Exchange Offer will expire at 5:00 p.m. Eastern Daylight Time on May 14, 2007 unless extended

The Notes

We are offering to exchange (the “Exchange Offer”), upon the terms and subject to the conditions of this prospectus and the accompanying letter of transmittal, up to $325,000,000 of our new Senior Floating Rate Notes due 2013 for any and all of our outstanding old Senior Floating Rate Notes due 2013. We refer to our outstanding Senior Floating Rate Notes due 2013 as the “Old Notes” and to the new Senior Floating Rate Notes due 2013 to be issued in this Exchange Offer as the “Notes.” The Notes are substantially identical to the Old Notes that we issued on December 11, 2006, except for certain transfer restrictions and registration rights provisions relating to the Old Notes, and will evidence the same continuing indebtedness as the Old Notes. The CUSIP numbers for the Old Notes are 034918AD4, C04305AB1 and 034918AE2.

Material Terms of the Exchange Offer

Special Note for Broker-Dealers

Each broker-dealer that receives Notes for its own account pursuant to this Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the expiration date of the Exchange Offer, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

Consider carefully the “ Risk Factors” beginning on page 11 of this prospectus.

The offering of the Notes is made by Angiotech Pharmaceuticals, Inc. and the offering of the guarantees accompanying the Notes is made by Angiotech Pharmaceuticals, Inc.’s wholly-owned subsidiaries listed as “Additional Registrants”. Certain of these entities are foreign issuers in the United States and are permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States.

Owning the securities described herein may subject you to tax consequences both in the United States and in Canada. This prospectus may not describe these tax consequences fully. You should read the tax discussion contained in this prospectus.

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that Angiotech Pharmaceuticals, Inc. and certain of the Guarantors are incorporated or organized under the laws of Canada, that their respective officers and directors are residents of Canada, that some or all of the experts named in the registration statement may be residents of Canada, and that a substantial portion of the assets of Angiotech Pharmaceuticals, Inc., the Guarantors and such persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The date of this prospectus is                     , 2007

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The terms “Angiotech”, “Company”, “we”, “our” and “us”, except as otherwise indicated in this prospectus or as the context otherwise requires, refer to Angiotech Pharmaceuticals, Inc. and its subsidiaries. The term “Issuer” refers to Angiotech Pharmaceuticals, Inc., the issuer of the Notes.

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by Angiotech with provincial securities commissions or similar authorities in Canada and filed with or furnished to the SEC are specifically incorporated into and form an integral part of this prospectus:

Any document of the type referred to in the preceding paragraph (excluding confidential material change reports not required to be incorporated by reference in a short form prospectus under Canadian securities laws), filed by Angiotech with securities commissions or similar authorities in the provinces of Canada subsequent to the date of this prospectus and prior to the termination of this distribution shall be deemed to be incorporated by reference into this prospectus. In addition, any document filed with or furnished to the SEC subsequent to the date of this prospectus that specifically states it is intended to be incorporated by reference into this prospectus shall be deemed to be so incorporated by reference. We encourage you to obtain and read the documents incorporated by reference in this prospectus (to the extent that the statements contained in such documents have not otherwise been modified or superseded by statements contained in a later filed document). The annual information form of Angiotech for the fiscal year ended December 31, 2006 contains a current description of Angiotech’s business and a discussion of the risks associated with its business, ownership of its indebtedness, and its organization and structure.

The consolidated financial statements of Angiotech filed with the SEC on a periodic report on Form 6-K/A, dated as of March 1, 2007, which are incorporated by reference into this prospectus, include the financial results of the Guarantors which were subsidiaries of Angiotech throughout the period presented in such financial statements.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has

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modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

FORWARD-LOOKING STATEMENTS

Statements contained in this prospectus that are not based on historical fact, including without limitation statements containing the words “believes,” “may,” “plans,” “will,” “estimate,” “continue,” “anticipates,” “intends,” “expects” and similar expressions, constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All such statements are made pursuant to the “safe harbor” provisions of applicable securities legislation. Forward-looking statements may involve, but are not limited to, comments with respect to our objectives and priorities for 2007 and beyond, our strategies or future actions, our targets, expectations for our financial condition and the results of, or outlook for, our operations, research development and product and drug development. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements.

Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: general economic and business conditions, both nationally and in the regions in which we operate; market demand; technological changes that could impact our existing products or our ability to develop and commercialize future products; competition; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; adverse results or unexpected delays in drug discovery and clinical development processes; adverse findings related to the safety and/or efficacy of our products or products sold by our partners; decisions, and the timing of decisions, made by health regulatory agencies regarding approval of our technology and products; the requirement for substantial funding to conduct research and development and to expand commercialization activities or consummate acquisitions; and any other factors that may affect performance. In addition, our business is subject to certain operating risks that may cause the actual results expressed or implied by the forward-looking statements in this prospectus to differ materially from our actual results. These operating risks include: our ability to attract and retain qualified personnel; our ability to successfully complete preclinical and clinical development of our products; changes in business strategy or development plans; our failure to obtain patent protection for discoveries; loss of patent protection resulting from third-party challenges to our patents; commercialization limitations imposed by patents owned or controlled by third parties; our ability to obtain rights to technology from licensors; liability for patent claims and other claims asserted against us; our ability to obtain and enforce timely patent and other intellectual property protection for our technology and products; the ability to enter into, and to maintain, corporate alliances relating to the development and commercialization of our technology and products; market acceptance of our technology and products; our ability to successfully manufacture, market and sell our products; the continued availability of capital to finance our activities; our ability to continue to integrate into our business the operations of American Medical Instruments Holdings, Inc. (“AMI”); our ability to achieve the operational and other synergies and the other commercial or financial benefits expected as a result of the acquisition of AMI; and any other factors referenced in our annual information form and other filings with the applicable Canadian securities regulatory authorities or the SEC. For a more thorough discussion of the risks associated with our business, see the “Risk Factors” section in this prospectus.

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Given these uncertainties, assumptions and risk factors, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained in this prospectus to reflect future results, events or developments.

W HERE YOU CAN FIND MORE INFORMATION

We have filed a combined registration statement on Forms F-10, S-4 and F-4 with the SEC regarding the Notes. This prospectus is part of our combined registration statement. For further information about Angiotech and the Notes, you should refer to our combined registration statement, its exhibits and the documents incorporated by reference into such registration statement. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the prospectus might not contain all of the information that you might find important, you should review the full text of these contracts and other documents. We have included copies of certain of these documents as exhibits to our registration statement.

Angiotech is subject to the periodic reporting and other informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly is required to file reports and other information with the SEC. Copies of Angiotech’s reports and other information may be inspected and copied at the public reference facilities maintained by the SEC. However, Angiotech is a “foreign private issuer” as defined in Rule 405 of the Securities Act, and therefore is not required to comply with Exchange Act provisions regarding proxy statements and short swing profit disclosure.

Copies of Angiotech’s materials filed with the SEC may also be obtained by mail at prescribed rates from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. Angiotech’s filings are also electronically available from the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym EDGAR and which may be accessed at www.sec.gov, as well as from commercial document retrieval services.

Angiotech also files information, such as periodic reports and financial information, with the Canadian Securities Administrators, which may be accessed at www.sedar.com.

Anyone who receives a copy of this prospectus may obtain a copy of the indenture governing the Notes without charge by writing to Angiotech’s Corporate Secretary at 1618 Station Street, Vancouver, BC, Canada V6A 1B6. The indenture governing the Notes has also been filed as an exhibit to the combined registration statement of which this prospectus is a part.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

Angiotech was formed under the laws of British Columbia, Canada. A substantial portion of Angiotech’s assets are located outside the United States. In addition, a majority of the members of Angiotech’s board of directors and officers are residents of countries other than the United States. As a result, it may be impossible for U.S. investors to affect service of process within the United States upon Angiotech or these persons or to enforce against Angiotech or these persons any judgments in civil and commercial matters, including judgments under U.S. federal or state securities laws. In addition, a Canadian court may not permit U.S. investors to bring an original action in Canada or to enforce in Canada a judgment of a state or federal court in the United States.

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CURRENCY TRANSLATION

We prepare our financial statements in U.S. dollars. The following table lists, for each period presented, the high and low exchange rates, the average of the exchange rates on the last day of each month during the period indicated and the exchange rates at the end of the period for one Canadian dollar, expressed in United States dollars, based on the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York. On December 29, 2006, the inverse of the noon buying rate in New York City for cable transfers of Canadian dollars was $1.00 = US$0.8582.

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SUMMARY

We are able to incorporate by reference information into this prospectus, which means we can disclose important information to you in documents outside this prospectus. The following summary is qualified in its entirety by and should be read in conjunction with the detailed information and financial statements appearing elsewhere in this prospectus and incorporated by reference herein. You should read the entire prospectus and the information incorporated herein closely, including management’s discussion and analysis of the financial condition and operations of Angiotech for the year ended December 31, 2006 (filed on SEDAR on February 22, 2007 and furnished to the SEC on Form 6-K/A on March 1, 2007). The terms “Angiotech”, “Company”, “we”, “our” and “us”, except as otherwise indicated in this prospectus or as the context otherwise requires, refer to Angiotech Pharmaceuticals, Inc. and its subsidiaries. The term “Issuer” refers to Angiotech Pharmaceuticals, Inc., the issuer of the Notes.

Overview

We are a specialty pharmaceutical and medical device company that discovers, develops and markets innovative technologies and medical products primarily for local diseases, or for complications associated with medical device implants, surgical interventions and acute injury. Our proprietary technologies include various drug, drug delivery, surface modification and other medical biomaterials technologies. Our research and development efforts focus on understanding and characterizing biological conditions that often occur concurrent with medical device implantation, surgery or acute trauma, including scar formation and inflammation, cell proliferation, infection and tumor tissue overgrowth. Our strategy is to apply these various technologies to create and commercialize novel, proprietary medical device, surgical implant and pharmaceutical products that reduce procedure side effects, improve surgical outcomes, shorten hospital stays, or are easier or safer for a physician to use.

On March 23, 2006, we acquired 100% of the equity of privately-held AMI, a leading independent manufacturer of over 5,000 specialty, single-use medical devices primarily for the interventional radiology, tumor biopsy, vascular surgery, general surgery, aesthetic surgery and ophthalmology markets. We refer to our acquisition of AMI as the “Acquisition”. The Acquisition has significantly diversified our revenue base and provided us with commercial resources, including sales, marketing, and manufacturing. AMI has also provided us with a broad portfolio of medical device products to which we may apply our various proprietary technologies. Since the Acquisition, we generated a significant portion of our revenue from direct AMI product sales as a complement to our royalty revenue derived from sales of TAXUS coronary stents and other products by our corporate partners.

We develop our products using a proprietary and systematic discovery approach. We use our drug screening capabilities to identify new uses for known pharmaceutical compounds. We look for compounds that address the underlying biological causes of conditions that can occur concurrent with medical device implantation, surgery or acute trauma. Once appropriate drugs have been identified, we formulate the drug, or combination of drugs, with our portfolio of drug, drug delivery and surface modification technologies and biomaterials to develop a novel drug-eluting medical device or surgical implant. We have patent protected, or have filed patent applications for, our technology and many of our products and potential product candidates, and our portfolio of intellectual property developed, licensed or acquired to date, includes over 240 issued U.S. patents and 240 pending U.S. patent applications.

We operate in two segments: Pharmaceutical Technologies and Medical Products.

Pharmaceutical Technologies:

The Pharmaceutical Technologies segment develops, licenses and sells technologies that improve the performance of medical devices and the outcomes of surgical procedures. These technologies include various

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drug, drug delivery and surface modification materials and other medical biomaterials designed to be applied across a wide range of medical devices and technologies, surgical procedures and medical disciplines. This segment focuses primarily on establishing product development and marketing partnerships with major medical device, pharmaceutical or biomaterials companies and to date has derived the majority of its revenue from royalties due from partners that develop, market and sell products incorporating our technologies. Currently our principal revenues in this segment come from royalties derived from sales by Boston Scientific Corporation (“BSC”) of TAXUS^® coronary stent systems incorporating the drug paclitaxel. We also expect to apply certain of the technologies developed by this business segment to develop novel next generation products for the Medical Products segment to market and sell directly to end users or medical product distributors.

Medical Products:

The Medical Products segment manufactures and markets a wide range of single use, specialty medical devices, with products focused primarily on general surgery, oncology and tumor biopsy, interventional radiology and vascular surgery, ophthalmology and aesthetic surgery. The Medical Products segment also manufactures finished medical devices and medical device components for third party medical device manufacturers and marketers.

The Medical Products segment has several specialized direct sales and distribution organizations in the U.S. and the European Union (“EU”), as well as significant manufacturing capabilities. This business segment derives the majority of its revenue from direct product sales to end users or various medical products distributors. Many of these products are made using our proprietary manufacturing processes, or are protected by intellectual property.

As discussed above, it is expected that the Medical Products segment may eventually market and sell certain products developed by the Pharmaceutical Technologies segment through its direct sales and distribution channels, and may apply certain of that segment’s technologies to its products to create novel, next generation medical products to market directly to end users or medical products distributors. There are currently numerous product development efforts underway that explore the application of certain of Pharmaceutical Technologies’ proprietary drug, drug delivery and surface modification materials and other medical biomaterials to products marketed by our Medical Products segment.

Clinical Programs

We expect our product development efforts to focus primarily on the areas of vascular surgery, biopsy and oncology, wound closure, aesthetics and ophthalmology. Our discovery approach has yielded a number of technologies and product candidates that are in various stages of research and clinical development. Our most significant product candidates currently undergoing human clinical trials include:

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Additionally, during the year ended December 31, 2006, we completed the following clinical program:

Angiotech Strategy

Our strategy is to apply our various technologies to develop and commercialize novel, proprietary medical device, surgical implant and pharmaceutical products that address the most frequent problems or complications observed in connection with medical device use or surgical procedures. Specific elements of our strategy include:

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Competitive Strengths

We believe that the combination of the following competitive strengths differentiates us from our competitors:

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THE EXCHANGE OFFER

The Exchange Offer relates to the exchange of up to $325,000,000 aggregate principal amount of outstanding Senior Floating Rate Notes due 2013, for an equal aggregate principal amount of Notes. The form and terms of the Notes are identical in all material respects to the form and terms of the corresponding outstanding Old Notes, except that the Notes will be registered under the Securities Act, and therefore they will not bear legends restricting their transfer.

Each broker-dealer that receives Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. See “Plan of Distribution”.

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THE NOTES

The following summary is provided solely for your convenience. This summary is not intended to be complete. For a more detailed description of the Notes, see “Description of the Notes”.

Excluding intercompany transactions, our subsidiaries that will not be guarantors of the Notes accounted for approximately $13.2 million or 14%, and $38.5 million or 12%, of our total revenues from continuing operations for the three months and year ended December 31, 2006, respectively, and approximately $184.5 million or 15% of our total assets and approximately $32.4 million or 4% of our total liabilities as of December 31, 2006.

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plus accrued interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

All of these restrictive covenants are subject to a number of important exceptions and qualifications. See “Description of Notes—Certain Covenants”. Certain of these covenants will cease to be applicable to us if the notes are rated investment grade. See “Description of Notes—Changes in Covenants when Notes Rated Investment Grade”. We cannot assure you that the notes will ever achieve or maintain an investment grade rating.

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RISK FACTORS

Before you decide to participate in the Exchange Offer, you should carefully consider the following risk factors, the information under the heading “Risk Factors” in our annual information form, filed on SEDAR on March 30, 2007 and with the SEC on Form 40-F on March 30, 2007, for the year ended December 31, 2006, which is incorporated herein by reference, and other information contained or incorporated by reference in this prospectus. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may impair our business operations. If any of the risks discussed herein, or in documents incorporated by reference herein, actually occur, our business, results of operations and financial condition could be harmed.

The market for the Old Notes may be significantly more limited after the Exchange Offer, and to participate in the Exchange Offer, you must properly tender your Old Notes.

The Old Notes have not been registered under the Securities Act and are subject to transfer restrictions in order to ensure compliance with U.S. federal and state securities laws. Because we anticipate that most holders of Old Notes will elect to exchange their Old Notes and because of these transfer restrictions, we expect that the liquidity of the market for any Old Notes remaining after the completion of the Exchange Offer may be substantially limited. Any Old Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Old Notes outstanding. Accordingly, the liquidity of the market for any Old Notes could be adversely affected and you may be unable to sell them. The extent of the market for the Old Notes and the availability of price quotations would depend on a number of factors, including the number of holders of Old Notes remaining outstanding and the interest of securities firms in maintaining a market in the Old Notes. An issue of securities with a smaller number of units available for trading may command a lower, and more volatile, price than would a comparable issue of securities with a larger number of units available for trading; therefore, the market price for the Old Notes that are not exchanged may be lower and more volatile as a result of the reduction in the aggregate principal amount of the Old Notes outstanding.

We will issue Notes only in exchange for Old Notes that are timely received by the Exchange Agent, together with all required documents, including a properly completed and duly signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should carefully follow the instructions on how to tender your Old Notes.

Neither we nor the Exchange Agent is required to tell you of any defects or irregularities with respect to your tender of the Old Notes. If you do not tender your Old Notes or if we do not accept your Old Notes because you did not tender your Old Notes properly, then, after we consummate the Exchange Offer, you will continue to hold Old Notes that are subject to the existing special interest and transfer restrictions. In general, you may not offer or sell the Old Notes in the United States unless they are registered under the Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

There is no public trading market for the Notes.

The Notes are a new issue of securities and there is no existing trading market for the Notes. We cannot assure you that a liquid market will develop, or will continue if one develops for the Notes, that you will be able to sell your Notes at a particular time or that the prices that you receive when you sell the Notes will be favorable. If a liquid market is established, various factors could have a material adverse effect on the trading of the Notes, including fluctuations in prevailing interest rates. We do not intend to apply for listing or quotation of the Notes on any securities exchange or stock market.

Historically, the market for non-investment grade debt has been subject to substantial volatility. We cannot assure you that the market for the Notes will be free from similar volatility.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Notes in exchange for the outstanding Old Notes. We are making this exchange solely to satisfy our obligations under the Registration Rights Agreement entered into in connection with the offering of the Old Notes. In consideration for issuing the Notes, we will receive Old Notes in the same aggregate principal amount.

We received net proceeds of approximately $318.3 million from the sale by private placement of our Old Notes, after deducting the initial purchasers’ commission and offering expenses. These net proceeds and approximately $2.9 million in cash on hand were used to repay the outstanding principal amount under our senior secured term loan facility.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2006. The information in this table should be read in conjunction with the audited—“Consolidated Financial Statements of Angiotech for December 31, 2006 and 2005” of Angiotech and the respective accompanying notes thereto incorporated by reference into this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial information for each of our three most recently completed financial years. This data should be read in conjunction with our audited consolidated financial statements, including the notes to the financial statements, and the risk factors set out or incorporated by reference in this prospectus.

We report our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, which conforms in all material respects with Canadian generally accepted accounting principles, or Canadian GAAP, except as disclosed in note 21 of the consolidated financial statements for the year ended December 31, 2005 (“Fiscal 2005”) incorporated herein by reference to our Annual Information Form dated March 27, 2006 filed with the SEC on Form 40-F on April 3, 2006.

CONSOLIDATED STATEMENTS OF INCOME

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BALANCE SHEET INFORMATION

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DESCRIPTION OF OTHER INDEBTEDNESS

On March 23, 2006, we issued $250 million aggregate principal amount of the 2014 Notes, in an offering exempt from the registration requirements of the Securities Act. The following is a summary of the material provisions of the indenture dated March 23, 2006 among Angiotech Pharmaceuticals, Inc., certain of our subsidiaries and Wells Fargo Bank N.A., as trustee for our 2014 Notes governing the terms of the 2014 Notes. However, the summary does not restate the terms of the indenture or the registration rights agreement related to the 2014 Notes (also summarized below). For more information, please refer to the indenture and registration rights agreement related to the 2014 Notes, copies of which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The 2014 Notes are:

In addition to the existing guarantees of the 2014 Notes, the 2014 Notes will also be guaranteed by each future subsidiary of ours that guarantees any of our other indebtedness. Each existing guarantee of the 2014 Notes:

We may issue additional 2014 Notes under the indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the indenture. The 2014 Notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The 2014 Notes will mature on April 1, 2014.

Interest on the 2014 Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on April 1 and October 1 commencing on October 1, 2006. We will make each interest payment to the holders of record on the immediately preceding March 15 and September 15.

Interest on the 2014 Notes accrues from the date of original issuance or, if the interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The payment of principal and interest on the 2014 Notes will be subordinated to the prior payment in full of all of our senior debt, including our obligations under the Notes and other permitted debt incurred after the date of the indenture that is senior in right of repayment to the 2014 Notes.

Optional Redemption

At any time prior to April 1, 2009, we may redeem up to 35% of the aggregate principal amount of the 2014 Notes issued under the indenture at a redemption price of 107.75% of the principal amount, plus accrued and unpaid interest and Additional Interest (as defined in the indenture), if any, to the redemption date, with the net cash proceeds of one or more public equity offerings (as defined in the indenture governing the 2014 Notes); provided that:

(1) at least 65% of the aggregate principal amount of the 2014 Notes originally issued under the indenture (excluding 2014 Notes held by us and our subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

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(2) the redemption occurs within 45 days of the date of the closing of such public equity offering (as defined in the indenture governing the 2014 Notes).

Except pursuant to the preceding paragraph and pursuant to “—Make Whole Redemption” below, the 2014 Notes will not be redeemable at our option prior to April 1, 2009.

On or after April 1, 2009, we may redeem all or a part of the 2014 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and additional interest (as defined in the indenture governing the 2014 Notes), if any, on the 2014 Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to the rights of holders of the 2014 Notes on the relevant record date to receive interest on the relevant interest payment date:

Unless we default in the payment of the redemption price, interest will cease to accrue on the 2014 Notes or portions thereof called for redemption on the applicable redemption date.

Make Whole Redemption

We may also choose to redeem the 2014 Notes at any time prior to April 1, 2009, in whole or in part, on not less than 30 nor more than 60 days’ notice, by paying a redemption price equal to the sum of:

(1) 100% of the principal amount of the 2014 Notes to be redeemed, plus

(2) the Applicable Premium,

plus accrued interest thereon, if any to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, at any time, the greater of:

(1) 1.0% of the principal amount of a 2014 Note at such time or

(2) the excess of (x) the present value at such time of (i) the redemption price of such 2014 Note at April 1, 2009 (such redemption price being described in the table appearing in the first paragraph under the caption “—Optional Redemption,” exclusive of any accrued interest) plus (ii) any required interest payments due on such 2014 Note through April 1, 2009 (including any accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (y) the principal amount of such 2014 Note.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days (but not more than five business days) prior to the redemption date (or, if such Statistical Release is not so published or available, any publicly available source of similar market data selected by Angiotech in good faith)) most nearly equal to the period from the redemption date to April 1, 2009; provided, however, that if the period from the redemption date to April 1, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that

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if the period from the redemption date to April 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Tax Redemption

We may, at our option, at any time redeem in whole but not in part the 2014 Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional interest (as defined in the indenture governing the 2014 Notes), if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if it has become obligated to pay any Additional Amounts (as defined in the next paragraph) in respect of the notes as a result of:

(1) any change in or amendment to the laws (or regulations promulgated thereunder) of any taxing jurisdiction (as defined in the indenture), or

(2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or is effective on or after March 23, 2006, the date of original issuance of the 2014 Notes.

Additional Amounts

All amounts paid or credited by us under or with respect to the 2014 Notes, or by any guarantor pursuant to its note guarantee, will be made free and clear of and without withholding or deduction for or on account of any taxes imposed or levied by or on behalf of a taxing jurisdiction (as defined in the indenture), unless we are, or any guarantor is, required by law to withhold or deduct taxes from any payment made under or with respect to the 2014 Notes or by the interpretation or administration thereof. If, after the date on which 2014 Notes are first issued and authenticated under the indenture, we are, or any guarantor is, so required to withhold or deduct any amount for or on account of taxes from any payment made under or with respect to the 2014 Notes, we or such guarantor will pay to each holder of 2014 Notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to a payment made to certain holders of the 2014 Notes in the circumstances set out in the indenture.

We are not required to make mandatory redemption or sinking fund payments with respect to the 2014 Notes. However, if we experience a change of control, as that term is defined in the indenture, we will be required to make an offer to repurchase the 2014 Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest (as defined in the indenture governing the 2014 Notes), if any, to the date of purchase.

The indenture that governs the terms of the 2014 Notes contains a number of covenants that are substantially similar to the covenants that are applicable to the notes offered hereby and that, among other things, restrict, subject to certain exceptions, our ability, and the ability of our subsidiaries, to:

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The indenture also contains certain customary affirmative covenants and events of default. In the event that the 2014 Notes attain an investment grade rating of Baa3 by Moody’s and BBB- or better by S&P and no default or event of default has occurred, many of the above covenants will cease to be applicable.

The indenture also contains provisions pursuant to which we may defease or satisfy and discharge the indenture prior to the maturity or redemption of the 2014 Notes.

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EARNINGS COVERAGE RATIOS

Angiotech’s pro forma interest requirements, assuming the Notes and the 2014 Notes were issued on January 1, 2006, amounted to $51.1 million for the 12 months ended December 31, 2006. Angiotech’s earnings before interest and income tax for the 12 months then ended was $59.7 million, which is 1.2 times Angiotech’s pro forma interest requirements for this period. Angiotech’s earnings from continuing operations before interest and income tax for the 12 months then ended was $67.0 million, which is 1.3 times Angiotech’s pro forma interest requirements for this period. The interest requirements represent a pro forma calculation of all interest obligations on all long-term debt.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The sole purpose of the Exchange Offer is to fulfill our obligations with respect to the registration of the Old Notes. We originally issued and sold the Old Notes on December 11, 2006. We did not register those sales under the Securities Act, in reliance upon the exemption provided in section 4(2) of the Securities Act and Rule 144A and Regulation S promulgated under the Securities Act. In connection with the sale of the Old Notes, we agreed to file with the SEC an exchange offer registration statement relating to the Exchange Offer. Under the exchange offer registration statement, we will offer the Notes, in exchange for the Old Notes, as evidence of the same continuing indebtedness.

Each broker-dealer that receives Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. See “Plan of Distribution”.

How to Determine If You Are Eligible to Participate in the Exchange Offer

We hereby offer to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal accompanying it, $1,000 in principal amount of Notes for each $1,000 in principal amount of the Old Notes that you hold. The terms of the Notes are substantially identical to the terms of the Old Notes that you may exchange pursuant to this Exchange Offer, except that, generally, you may freely transfer the Notes, and you will not be entitled to certain registration rights and certain other provisions which are applicable to the Old Notes under the registration rights agreement. The Notes will be entitled to the benefits of the indenture. See “Description of the Notes”.

We are not making the Exchange Offer to, nor will we accept surrenders for exchange from, holders of outstanding Old Notes in any jurisdiction in which this Exchange Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

We are not making the Exchange Offer conditional upon the holders tendering, or us accepting, any minimum aggregate principal amount of Old Notes.

Under existing SEC interpretations, the Notes would generally be freely transferable after the Exchange Offer without further registration under the Securities Act, except that broker-dealers receiving the Notes in the Exchange Offer will be subject to a prospectus delivery requirement with respect to their resale. This view is based on interpretations by the staff of the SEC in no-action letters issued to other issuers in Exchange Offers like this one. We have not, however, asked the SEC to consider this particular Exchange Offer in the context of a no-action letter. Therefore, the SEC might not treat it in the same way it has treated other exchange offers in the past. You will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met:

If you wish to exchange Old Notes for Notes in the Exchange Offer you must represent to us that you satisfy all of the above listed conditions. If you do not satisfy all of the above listed conditions:

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The SEC considers broker-dealers that acquired Old Notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the Notes if they participate in the Exchange Offer. Consequently, these broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Notes.

A broker-dealer that has bought Old Notes for market-making or other trading activities must deliver a prospectus in order to resell any Notes it receives for its own account in the Exchange Offer. The SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to the Notes by delivering the prospectus contained in the registration statement for the Exchange Offer. Each broker-dealer that receives Notes for its own account pursuant to this Exchange Offer, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. See “Plan of Distribution”. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of this Exchange Offer and ending on the close of business 90 days after the expiration date, we will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

By tendering Old Notes for exchange, you will exchange, assign and transfer the Old Notes to us and irrevocably appoint the exchange agent as your agent and attorney-in-fact to assign, transfer and exchange the Old Notes. You will also represent and warrant that you have full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Notes issuable upon the exchange of such tendered Old Notes. The letter of transmittal requires you to agree that, when we accept your Old Notes for exchange, we will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, restrictions, charges and encumbrances and that they are not subject to any adverse claim.

You will also warrant that you will, upon our request, execute and deliver any additional documents that we believe are necessary or desirable to complete the exchange, assignment and transfer of your tendered Old Notes. You must further agree that our acceptance of any tendered Old Notes and the issuance of Notes in exchange for them will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under that agreement, except in certain limited circumstances. All authority conferred by you will survive your death, incapacity, liquidation, dissolution, winding up or any other event relating to you, and every obligation of you shall be binding upon your heirs, personal representatives, successors, assigns, executors and administrators.

If you are tendering Old Notes, we will not require you to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the Old Notes pursuant to the Exchange Offer. Each of the Notes will bear interest from the most recent date through which interest has been paid on the Old Notes for which they were exchanged, or if no interest has been paid, from December 11, 2006, which was the date of original issuance of the Old Notes. If we accept your Old Notes for exchange, you will waive the right to have interest accrue, or to receive any payment in respect to interest, on the Old Notes from the most recent interest payment date to the date of the issuance of the Notes. Interest on the Notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1.

Information About the Expiration Date of the Exchange Offer and Changes to It

The Exchange Offer expires on the expiration date, which is 5:00 p.m., Eastern Daylight Time, on May 14, 2007, unless we, in our sole discretion, extend the period during which the Exchange Offer is open. If we extend

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the expiration date for the Exchange Offer, the term “expiration date” means the latest time and date on which the Exchange Offer, as so extended, expires. We reserve the right to extend the Exchange Offer at any time and from time to time prior to the expiration date by giving written notice to Wells Fargo Bank, N.A., which is the exchange agent, and by timely public announcement communicated by no later than 9:00 a.m. Eastern Daylight Time on the next business day following the expiration date, unless applicable law or regulation requires otherwise, by making a release to the Dow Jones News Service. During any extension of the Exchange Offer, all Old Notes previously tendered pursuant to the Exchange Offer will remain subject to the Exchange Offer.

The initial exchange date will be the first business day following the expiration date. We expressly reserve the right to terminate the Exchange Offer and not accept for exchange any Old Notes for any reason, including if any of the events set forth below under “We may modify or terminate the Exchange Offer under some circumstances” have occurred and we have not waived them. We also reserve the right to amend the terms of the Exchange Offer in any manner, whether before or after any tender of the Old Notes. If we terminate or amend the Exchange Offer, we will notify the exchange agent in writing and will either issue a press release or give written notice to you as a holder of the Old Notes as promptly as practicable. Unless we terminate the Exchange Offer prior to 5:00 p.m., Eastern Daylight Time, on the expiration date, we will exchange the Notes for Old Notes on the exchange date.

We will mail this prospectus and the related letter of transmittal and other relevant materials to you as a record holder of Old Notes and we will furnish these items to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of Old Notes.

How to Tender Your Old Notes

If you tender to us any of your Old Notes pursuant to one of the procedures set forth below, that tender will constitute an agreement between you and us in accordance with the terms and subject to the conditions that we describe below and in the letter of transmittal for the Exchange Offer.

You may tender Old Notes by properly completing and signing the letter of transmittal or a facsimile of it. All references in this prospectus to the “letter of transmittal” include a facsimile of the letter. You must deliver it, together with the certificate or certificates representing the Old Notes that you are tendering and any required signature guarantees, or a timely confirmation of a book-entry transfer pursuant to the procedure that we describe below, to the exchange agent at its address set forth on the back cover of this prospectus on or prior to the expiration date. You may also tender Old Notes by complying with the guaranteed delivery procedures that we describe below.

Your signature does not need to be guaranteed if you registered your Old Notes in your name, you will register the Notes in your name and you sign the letter of transmittal. In any other case, the registered holder of your notes must endorse them or send them with duly executed written instruments of transfer in the form satisfactory to us. Also, an “eligible institution,” such as a bank, broker, dealer, credit union, savings association, clearing agency or other institution that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act must guarantee the signature on the endorsement or instrument of transfer. If you want us to deliver the Notes or non-exchanged Old Notes to an address other than that of the registered holder appearing on the note register for the Old Notes, an “eligible institution” must guarantee the signature on the letter of transmittal.

If your Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender Old Notes, you should contact the registered holder promptly and instruct the holder to tender Old Notes on your behalf. If you wish to tender your Old Notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or follow the procedures described in the

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immediately preceding paragraph. Transferring record ownership from someone else’s name to your name may take considerable time.

How to Tender If You Hold Your Old Notes Through a Broker or Other Institution and You Do Not Have the Actual Old Notes

Any financial institution that is a participant in DTC’s systems may make book-entry delivery of your Old Notes by causing DTC to transfer your Old Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although you may deliver your Old Notes through book-entry transfer at DTC, you still must send the letter of transmittal, with any required signature guarantees and any other required documents, to the exchange agent at the address specified on the back cover of this prospectus on or prior to the expiration date and the exchange agent must receive these documents on time. If you will not be able to send all the documents on time, you can still tender your Old Notes by using the guaranteed delivery procedures described below.

You assume the risk of choosing the method of delivery of Old Notes and all other documents. If you send your Old Notes and your documents by mail, we recommend that you use registered mail, return receipt requested, you obtain proper insurance, and you mail these items sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

How to Use the Guaranteed Delivery Procedures if You Will Not Have Enough Time to Send All Documents to Us

If you desire to accept the Exchange Offer, and time will not permit a letter of transmittal or Old Notes to reach the exchange agent before the expiration date, you may tender your Old Notes if the exchange agent has received at its office listed on the letter of transmittal on or prior to the expiration date a letter, telegram or facsimile transmission from an eligible institution setting forth your name and address, the principal amount of the Old Notes that you are tendering, the names in which you registered the Old Notes and, if possible, the certificate numbers of the Old Notes that you are tendering.

The eligible institution’s correspondence to the exchange agent must state that the correspondence constitutes the tender and guarantee that within three Nasdaq National Market trading days after the date that the eligible institution executes such correspondence, the eligible institution will deliver the Old Notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal and any other required documents. We may, at our option, reject the tender if you do not tender your Old Notes and accompanying documents by either the above-described method or by a timely book-entry confirmation, and if you do not deposit your Old Notes and tender documents with the exchange agent within the time period set forth above. Copies of a notice of guaranteed delivery that eligible institutions may use for the purposes described in this paragraph are available from the exchange agent.

Valid receipt of your tender will occur as of the date when the exchange agent receives your properly completed letter of transmittal, accompanied by either the Old Notes or a timely book-entry confirmation. We will issue Notes in exchange for Old Notes that you tendered pursuant to a notice of guaranteed delivery or correspondence to similar effect as described above by an eligible institution only against deposit of the letter of transmittal, any other required documents and either the tendered Old Notes or a timely book-entry confirmation.

We Reserve the Right to Determine Validity of All Tenders

We will be the sole judge of all questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of your tender of Old Notes and our judgment will be final and binding. We reserve the absolute right to reject any or all of your tenders that are not in proper form or the acceptances for exchange of which may, in our opinion or in the opinion of our counsel, be unlawful. We also reserve the absolute right to

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waive any of the conditions of the Exchange Offer or any defect or irregularities in your case. Neither we, the exchange agent nor any other person will be under any duty to give you notification of any defects or irregularities in tenders nor shall any of us incur any liability for failure to give you any such notification. Our interpretation of the terms and conditions of the Exchange Offer, including the letter of transmittal and its instructions, will be final and binding.

If You Tender Old Notes Pursuant to the Exchange Offer, You May Withdraw Them at any Time Prior to the Expiration Date

For your withdrawal to be effective, the exchange agent must timely receive your written or fax notice of withdrawal prior to the expiration date at the exchange agent’s address set forth on the back cover page of this prospectus. Your notice of withdrawal must specify the following information:

The person or persons who signed your letter of transmittal, including any eligible institutions that guaranteed signatures on your letter of transmittal, must sign the notice of withdrawal in the same manner as their original signatures on the letter of transmittal including any required signature guarantees. If such persons and eligible institutions cannot sign your notice of withdrawal, you must send it with evidence satisfactory to us that you now hold beneficial ownership of the Old Notes that you are withdrawing. The exchange agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. We will determine all questions as to the validity of notices of withdrawals, including time of receipt, and our determination will be final and binding on all parties.

How We Will Either Exchange Your Old Notes for Notes or Return Them to You

On the exchange date, we will determine which Old Notes the holders validly tendered, and we will issue Notes in exchange for the validly tendered Old Notes. The exchange agent will act as your agent for the purpose of receiving Notes from us and sending the Old Notes to you in exchange for Notes promptly after acceptance of the tendered Old Notes. If we do not accept your Old Notes for exchange, we will return them without expense to you. If you tender your Old Notes by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above and we do not accept your Old Notes for exchange, DTC will credit your non-exchanged Old Notes to an account maintained with DTC. In either case, we will return your non-exchanged Old Notes to you promptly following the expiration of the Exchange Offer.

We May Modify or Terminate the Exchange Offer Under Some Circumstances

We are not required to issue Notes in respect of any properly tendered Old Notes that we have not previously accepted and we may terminate the Exchange Offer or, at our option, we may modify or otherwise amend the Exchange Offer. If we terminate the Exchange Offer, it will be by oral or written notice to the exchange agent and by timely public announcement communicated no later than 5:00 p.m. Eastern Daylight Time on the next business day following the expiration date, unless applicable law or regulation requires us to terminate the Exchange Offer in the following circumstances:

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The foregoing conditions are for our sole benefit and we may assert them with respect to all or any portion of the Exchange Offer regardless of the circumstances giving rise to such condition. We also reserve the right to waive these conditions in whole or in part at any time or from time to time in our discretion. Our failure at any time to exercise any of the foregoing rights will not be a waiver of any such right, and each right will be an ongoing right that we may assert at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the Exchange Offer.

Any determination by us concerning the fulfillment or nonfulfillment of any conditions will be final and binding upon all parties.

In addition, we will not accept for exchange any tendered Old Notes, and we will not issue Notes in exchange for any such Old Notes, if at that time there is, or the SEC has threatened, any stop order with respect to the registration statement that this prospectus is a part of, or if qualification of the indenture is required under the Trust Indenture Act of 1939.

Where to Send Your Documents for the Exchange Offer

We have appointed Wells Fargo Bank, N.A. as the exchange agent for the Exchange Offer. You must send your letter of transmittal to the exchange agent at:

Wells Fargo Bank, N.A.

707 Wilshire Blvd., 17th Floor

Los Angeles, CA 90017

Attn: Madeliena J. Hall

To Confirm by Telephone: (213) 614-2588

Facsimile Transmissions (eligible institutions only): (213) 614-3355

If you send your documents to any other address or fax number, you will have not validly delivered them and you will not receive Notes in exchange for your Old Notes. We will return your Old Notes to you.

We Are Paying our Costs for the Exchange Offer

We have not retained any dealer-manager or similar agent in connection with the Exchange Offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses that they incur in forwarding tenders for their customers. We will pay the expenses incurred in connection with the Exchange Offer, including the fees and expenses of the exchange agent and printing, accounting, investment banking and legal fees. We estimate that these fees are approximately $0.4 million.

No person has been authorized to give you any information or to make any representations to you in connection with the Exchange Offer other than those that this prospectus contains.

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If anyone else gives you information or representations about the Exchange Offer, you should not rely upon that information or representation or assume that we have authorized it. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which this prospectus gives information. We are not making the Exchange Offer to, nor will we accept tenders from or on behalf of, holders of Old Notes in any jurisdiction in which it is unlawful to make the Exchange Offer or to accept it. However, we may, at our discretion, take such action as we may deem necessary to make the Exchange Offer in any such jurisdiction and extend the Exchange Offer to holders of Old Notes in such jurisdiction. In any jurisdiction where the securities laws or blue sky laws require a licensed broker or dealer to make the Exchange Offer one or more registered brokers or dealers that are licensed under the laws of that jurisdiction is making the Exchange Offer on our behalf.

There Are No Dissenter or Appraisal Rights

Holders of Old Notes will not have dissenters’ rights or appraisal rights in connection with the Exchange Offer.

Canadian Federal and United States Federal Income Tax Consequences to You

Your exchange of Old Notes for Notes will not be a taxable exchange for United States federal income tax purposes, and you will not recognize any taxable gain or loss for United States federal income tax purposes as a result of the exchange. Similarly, your exchange of Old Notes for Notes will not constitute a disposition of the Old Notes for Canadian federal income tax purposes, and therefore you will not recognize a taxable capital gain for Canadian federal income tax purposes, or otherwise be subject to Canadian federal income tax as a result of the exchange. See “Important Canadian Federal and United States Federal Income Tax Considerations” below.

This Is the Only Exchange Offer for the Old Notes that We Are Required to Make

Your participation in the Exchange Offer is voluntary, and you should carefully consider whether to accept the terms and conditions of it. You are urged to consult your financial and tax advisors in making your own decisions on what action to take with respect to the Exchange Offer. If you do not tender your Old Notes in the Exchange Offer, you will continue to hold such Old Notes and you will be entitled to all the rights and limitations applicable to the Old Notes under the indenture. All non-exchanged Old Notes will continue to be subject to the restriction on transfer set forth in the indenture. If we exchange Old Notes in the Exchange Offer, the trading market, if any, for any remaining Old Notes could be much less liquid.

We may in the future seek to acquire non-exchanged Old Notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any Old Notes that are not exchanged in the Exchange Offer.

Accounting Treatment

We will record the Notes at the same carrying value as the Old Notes, as reflected in our accounting records on the date of the exchange. In December 2006, we wrote off $9.3 million of capitalized deferred financing costs related to the Old Notes. We will not recognize any further gain or loss for accounting purposes. The costs of the Exchange Offer will be capitalized to deferred financing costs and amortized to interest expense over the term of the Notes.

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DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Angiotech” refers only to Angiotech Pharmaceuticals, Inc. and not to any of its subsidiaries.

Angiotech issued the Old Notes and will issue the Notes under the indenture dated as of December 11, 2006 (the “Indenture”), among itself, the Guarantors and Wells Fargo Bank N.A., as trustee. The Indenture complies with the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The terms of the Notes will be substantially identical to the terms of the Old Notes. However, the Notes will not be subject to transfer restrictions or registration rights unless held by certain broker-dealers, the Company’s affiliates or certain other persons.

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture and the registration rights agreement are available as set forth below under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture. Where reference is made to “notes”, such reference relates to the Old Notes and the Notes. Similarly, where reference is made to “guarantees”, such reference relates to the guarantees under both the Old Notes and the Notes.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

The Note Guarantees

Each guarantee of the notes:

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Upon completion of this offering, not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. Excluding intercompany transactions, our subsidiaries that are not guarantors of the Old Notes and that will not be guarantors of the Notes accounted for approximately $13.2 million or 14%, and $38.5 million or 12%, of our total revenues from continuing operations for the three months and year ended December 31, 2006, respectively, and approximately $184.5 million or 15% of our total assets and approximately $32.4 million or 4% of our total liabilities as of December 31, 2006.

As of the date of the indenture, all of our Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

The notes are rated B1 by Moody’s Investors Service, Inc. (“Moody’s”) and B+ by Standard & Poor’s Corporation (“S&P”, together with Moody’s, the “Rating Agencies”). Such ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the Rating Agencies. In addition, a rating does not comment on the suitability of an investment for a particular investor. Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. In addition, the review of the characteristics of the issue of securities as part of a rating encompasses a wide range of quantifiable and non-quantifiable factors related to the issuer and the guarantor. The Rating Agencies have issued reports providing background information relating to the basis for their respective ratings of the notes and we encourage you to review these reports.

Moody’s ratings for debt instruments range from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to the Moody’s rating system, debt securities rated B1, with a stable outlook, are considered speculative and are subject to high credit risk. The addition of a 1, 2 or 3 modifier after the rating indicates the relative standing within a particular category. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category.

S&P ratings for debt instruments range from AAA to D, which represents the range from highest to lowest quality of such securities rated. According to the S&P rating system, debt securities rated B+ are considered to be more vulnerable to nonpayment and have significant speculative characteristics, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions likely will impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. A “+” or “-” grade indicates the relative standing within a rating category.

Principal, Maturity and Interest

To the extent all of the outstanding Old Notes are exchanged for Notes in this Exchange Offer, Angiotech will issue $325 million in aggregate principal amount of Notes in this offering. Angiotech may issue additional notes under the indenture from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Angiotech will issue notes in denominations of $2,000 and integral multiples of $1,000. The notes will mature on December 1, 2013.

Interest on the notes will accrue at a rate per annum, reset quarterly, equal to LIBOR plus 3.75%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee. Interest on the notes will be payable quarterly in arrears on each March 1, June 1, September 1 and December 1, commencing

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March 1, 2007. Angiotech will make each interest payment to the holders of record of the notes on the immediately preceding February 15, May 15, August 15 and November 15. Interest on the notes will accrue from the date on which the notes are originally issued.

The amount of interest for each day that the notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the notes outstanding on such day. The amount of interest to be paid on the notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. For the purposes of the Interest Act (Canada), the yearly rate of interest, to which interest calculated on the basis of a year of 360 days is equivalent, is the rate of interest payable under the notes multiplied by the number of days in the year divided by 360.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application, or the maximum rate permitted by Canadian law.

The Calculation Agent will, upon request of any holder of notes, provide the interest rate then in effect with respect to the notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on Angiotech, the Guarantors and the holders of the notes.

Interest on overdue principal and interest and Additional Interest, if any, will accrue at a rate that is 1% per annum in excess of the Daily Interest Amount (computed on the basis of a 360-day year comprised of twelve 30-day months) and Angiotech will pay interest on overdue installments of interest at such higher rate to the extent lawful.

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to Angiotech, Angiotech will pay all principal, interest and premium and Additional Interest, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless Angiotech elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. Angiotech may change the paying agent or registrar without prior notice to the holders of the notes, and Angiotech or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Angiotech will not be required to transfer or exchange any note selected for redemption. Also, Angiotech will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

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Note Guarantees

The notes are and will be guaranteed by each Subsidiary that Guarantees any of our other Indebtedness, including Indebtedness under Credit Facilities. These Note Guarantees are and will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee are and will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—U.S. federal and state statutes may restrict the enforceability of the guarantees to note holders. These statutes allow creditors, under specific circumstances, to void guarantees, restrict a subsidiary’s ability to make payments thereon or the ability of a subsidiary to pay dividends or require noteholders to return payments received from guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or amalgamate or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Angiotech or another Guarantor, unless:

The Note Guarantee of a Guarantor will be released:

See “—Repurchase at the Option of Holders—Asset Sales.”

Optional Redemption

At any time prior to June 1, 2008, Angiotech may redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 100% of the principal amount, plus a premium equal to the interest rate per annum on the notes applicable on the date on which the notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that:

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Except pursuant to the preceding paragraph and pursuant to “—Make Whole Redemption” below, the notes will not be redeemable at Angiotech’s option prior to June 1, 2008.

On or after June 1, 2008, Angiotech may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on the dates indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Unless Angiotech defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Make Whole Redemption

Angiotech may also choose to redeem the notes at any time prior to June 1, 2008, in whole or in part, on not less than 30 nor more than 60 days’ notice, by paying a redemption price equal to the sum of:

plus accrued interest thereon, if any to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, at any time, the greater of:

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days (but not more than five business days) prior to the redemption date (or, if such Statistical Release is not so published or available, any publicly available source of similar market data selected by Angiotech in good faith)) most nearly equal to the period from the redemption date to June 1, 2008; provided, however, that if the period from the redemption date to June 1, 2008 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to June 1, 2008 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

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Tax Redemption

Angiotech may, at its option, at any time redeem in whole but not in part the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if it has become obligated to pay any Additional Amounts (as defined herein) in respect of the notes as a result of:

See “—Additional Amounts.”

Additional Amounts

All amounts paid or credited by Angiotech under or with respect to the notes, or by any Guarantor pursuant to its Note Guarantee, will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of a Taxing Jurisdiction, unless Angiotech or any Guarantor is required by law to withhold or deduct Taxes from any payment made under or with respect to the notes or by the interpretation or administration thereof. If, after the date on which notes are first issued and authenticated under the indenture, Angiotech or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the notes, Angiotech or such Guarantor will pay to each holder of notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder of the notes (each of the following, an “Excluded Holder”):

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Neither Angiotech nor a Guarantor will be required to pay Additional Amounts if the payment could have been made without deduction or withholding if, when presentation is required, the beneficiary of the payment had presented the note for payment within 30 days after the date on which such payment or such note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the note been presented on the last day of the 30-day period).

Angiotech and the Guarantors will also:

Angiotech and the Guarantors will furnish to the trustee, or cause to be furnished to the trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by Angiotech or any such Guarantor or other evidence of such payment satisfactory to the trustee. The trustee shall make such evidence available upon the written request of any holder of the notes that are outstanding on the date of any such withholding or deduction. Angiotech and the Guarantors will indemnify and hold harmless each holder of notes that are outstanding on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such holder for the amount of:

At least 30 days prior to each date on which any payment under or with respect to the notes is due and payable, if Angiotech or any such Guarantor becomes obligated to pay Additional Amounts with respect to such payment, Angiotech or such Guarantor will deliver to the trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the trustee to pay such Additional Amounts to the holders of the notes on the payment date. Whenever in the indenture there is mentioned, in any context:

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such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Mandatory Redemption

Angiotech is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require Angiotech to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Angiotech will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 20 days following any Change of Control, Angiotech will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Angiotech will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Angiotech will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, Angiotech will, to the extent lawful:

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. Angiotech will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Future debt of Angiotech may prohibit certain events that would constitute a Change of Control or require such debt to be repurchased or repaid upon a Change of Control. If holders of notes exercise their right to require Angiotech to repurchase such notes, Angiotech could be in breach of its obligations under existing and future

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debt. In addition, Angiotech’s ability to pay cash to holders of notes upon a repurchase may be limited by Angiotech’s then existing financial resources. Angiotech cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Angiotech’s failure to repurchase notes, as required following a Change of Control Offer, would result in a default under the indenture. Such a default may, in turn, constitute a default under other existing debt of Angiotech and may constitute a default under future debt as well. Angiotech’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of at least a majority in aggregate principal amount of the notes. See “—Amendment, Supplement and Waiver.”

The provisions described above that require Angiotech to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that Angiotech repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Angiotech will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Angiotech and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Angiotech and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Angiotech to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Angiotech and its Subsidiaries taken as a whole to another Person or group may be uncertain. Holders of notes may have to resort to legal action to resolve such uncertainty.

Asset Sales

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

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Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Angiotech (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

Pending the final application of any Net Proceeds, Angiotech may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant (except for Net Proceeds subject to the fifth paragraph of this “—Asset Sales” section) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, within 20 days thereof, Angiotech will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Angiotech may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Notwithstanding the foregoing, in the event that the Net Proceeds from an Asset Sale exceed $75.0 million in the aggregate, in lieu of applying such Net Proceeds as set forth above, within 30 days after the receipt of such Net Proceeds, Angiotech shall apply such Net Proceeds to repay Indebtedness and other Obligations under a Credit Facility (but only in the event that such Indebtedness is pari passu or senior in right of payment to the notes) and to correspondingly reduce commitments with respect thereto. Any Net Proceeds subject to this paragraph that are not applied as set forth in the preceding sentence will constitute “Excess Proceeds” solely for purposes of this paragraph. When the aggregate amount of Excess Proceeds subject to this paragraph exceeds $25.0 million, within 20 days thereof, Angiotech will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds subject to this paragraph. The offer price in any Asset Sale Offer pursuant to this paragraph will be equal to 101% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds subject to this paragraph remain after consummation of an Asset Sale Offer, Angiotech may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds subject to this paragraph, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds subject to this paragraph will be reset at zero.

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Angiotech will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Angiotech will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

Future agreements governing Angiotech’s other Indebtedness may contain prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require Angiotech to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Angiotech. In the event a Change of Control or Asset Sale occurs at a time when Angiotech is prohibited from purchasing notes, Angiotech could seek the consent of its other lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Angiotech does not obtain a consent or repay those borrowings, Angiotech will remain prohibited from purchasing notes. In that case, Angiotech’s failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, Angiotech’s ability to pay cash to the holders of notes upon a repurchase may be limited by Angiotech’s then existing financial resources. See “Risk Factors—We must offer to repurchase these notes upon a change of control.”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Changes in Covenants when Notes Rated Investment Grade

If on any date following the date of the indenture:

then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the notes, the covenants specifically listed under the following captions in this offering circular will no longer be applicable to the notes:

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We cannot assure you that the notes will ever achieve or maintain an investment grade rating.

Certain Covenants

Restricted Payments

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

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So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

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provided that (i) in the case of clauses (a) and (b), the purchase price (stated as a percentage of principal amount or issue price plus accrued original discount, if less) of the Subordinated Notes shall not be greater than the price (stated as a percentage of principal amount) of the notes pursuant to any Change of Control Offer or Excess Proceeds offer, and (ii) in the case of an Asset Sale, the aggregate amount of such Subordinated Notes that Angiotech may purchase or repay shall not exceed the amount of unutilized Excess Proceeds, if any, remaining after Angiotech has purchased all notes tendered pursuant to such Excess Proceeds offer; or

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Angiotech or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Angiotech whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Angiotech will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Angiotech may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Angiotech’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period;

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The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Angiotech or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

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will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

Angiotech will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Angiotech or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Angiotech solely by virtue of being unsecured or by virtue of holders of secured Indebtedness having entered into inter-creditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or by virtue of being secured on a first or junior Lien basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Angiotech will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of

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Angiotech as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Angiotech or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

Liens

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend, Payment and Other Restrictions Affecting Subsidiaries

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

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Merger, Amalgamation, Consolidation or Sale of Assets

Angiotech will not, directly or indirectly: (i) amalgamate, consolidate or merge with or into another Person (whether or not Angiotech is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Angiotech and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

In addition, Angiotech will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

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This “Merger, Amalgamation, Consolidation or Sale of Assets” covenant will not apply to:

Transactions with Affiliates

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Angiotech (each, an “Affiliate Transaction”), unless:

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

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No Amendment to Subordination Provisions

Without the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding, Angiotech will not amend, modify or alter the Subordinated Note Indenture in any way to:

Business Activities

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Angiotech and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If Angiotech or any of its Restricted Subsidiaries which is not a Guarantor Guarantees any of our other Indebtedness, including Indebtedness under Credit Facilities, then that Restricted Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 business days of the date on which it Guarantees such other Indebtedness.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Angiotech may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will the business currently operated by the Hungarian Subsidiary be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Angiotech and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Angiotech. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Angiotech may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of Angiotech as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Angiotech as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” Angiotech will be in default of such covenant. The Board of Directors of Angiotech may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Angiotech; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Angiotech of any outstanding Indebtedness of such Unrestricted Subsidiary, and such

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designation will only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.

Limitation on Sale and Leaseback Transactions

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that Angiotech or any Guarantor may enter into a sale and leaseback transaction if:

Payments for Consent

Angiotech will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Hungarian Subsidiary

The indenture will contain a covenant that will limit the ability of the Hungarian Subsidiary to engage in any activity or incur any obligation, except for certain specified activities and certain incidental ordinary course obligations.

Reports

Subject to the last paragraph of this section, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, Angiotech will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations all reports that would be required to be filed with the SEC pursuant to Sections 13(a) or 15(d) or any successor provision thereto if Angiotech were subject thereto.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report will include a report on Angiotech’s consolidated financial statements by Angiotech’s certified independent accountants. In addition, Angiotech will file a copy of each of the reports referred to in the paragraph above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

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If, at any time, Angiotech is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Angiotech will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Angiotech will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Angiotech’s filings for any reason, Angiotech will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Angiotech were required to file those reports with the SEC.

If Angiotech has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Angiotech and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Angiotech.

In addition, Angiotech and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default”: