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FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 19, 2000
WESLEY JESSEN VISIONCARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22033 36-4023739
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
333 East Howard Avenue, Des Plaines, IL 60018-5903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(847) 294-3000
N/A
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(Former name or address, if changed since last report)
Page 1 of 8 Pages
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This Form 8-K/A amends the Current Report on Form 8-K, as filed with
the Securities and Exchange Commission on March 31, 2000.
Item 5. Other Events.
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On March 19, 2000, Wesley Jessen VisionCare, Inc. ("WJ"), a
Delaware corporation, Ocular Sciences, Inc. ("OSI"), a Delaware
corporation, and OSI Acquisition Corp. ("Merger Subsidiary"), entered
into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Merger Subsidiary will be merged with
and into OSI, with OSI being the surviving corporation of such merger
(the "Merger"). At the Effective Time (as defined in the Merger
Agreement) of the Merger, each issued and outstanding share of common
stock, par value $.001 per share, of OSI ("OSI Common Stock") will be
converted into .7211 shares of common stock, par value $.01 per share,
of WJ ("WJ Common Stock").
In connection with the execution of the Merger Agreement, WJ and
OSI entered into Stock Option Agreements, each dated as of March 19,
2000 (the "Stock Option Agreements"), pursuant to which (i) WJ has
granted to OSI an option to purchase up to 3,506,397 shares of WJ
Common Stock at a price of $25.00 per share, and (ii) OSI has granted
WJ an option to purchase up to 4,577,830 shares of OSI Common Stock at
a price of $16.94 per share. The Stock Option Agreements are
exercisable only upon the occurrence of certain events specified in
the Stock Option Agreements.
The Merger is intended to constitute a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and
to be accounted for as a pooling of interests. Consummation of the
Merger is subject to various conditions, including, among other
things, receipt of the necessary approvals of WJ's and OSI's
stockholders and receipt of required regulatory approvals.
In connection with the execution of the Merger Agreement, WJ, OSI
and John D. Fruth (the "Stockholder") entered into a Stockholders
Agreement. Pursuant to the Stockholders Agreement, the Stockholder
has agreed to vote, and has granted the individual or individuals to
be named by WJ an irrevocable proxy to vote, his shares of Common
Stock owned as of March 19, 2000 and any shares of Common Stock
acquired after March 19, 2000 and prior to the Effective Time in favor
of the Merger, the Merger Agreement and all other transactions
contemplated in the Merger Agreement and the calling of a special
meeting of the shareholders of the Company to consider any of the
foregoing, in each case during the term of the Stockholders Agreement.
As of March 19, 2000, the Stockholder represented that he was the
beneficial owner of 5,016,665 shares of OSI Common Stock.
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In connection with the execution of the Merger Agreement, WJ and
American Stock Transfer & Trust Company, as Rights Agent, entered into
an Amendment No. 1 to Rights Agreement, dated March 20, 2000 (the
"Rights Amendment") to provide that OSI shall be considered an Exempt
Person under the Rights Agreement, dated November 16, 1999, between WJ
and the Rights Agreement.
A copy of the Merger Agreement is being filed herewith as Exhibit
2.1. Copies of the Stock Option Agreements are being filed herewith as
Exhibit 2.2 and Exhibit 2.3. A copy of the Stockholders Agreement is
being filed herewith as Exhibit 2.4. A copy of the Rights Amendment is
being filed herewith as Exhibit 2.5. The foregoing descriptions are
qualified in their entirety by reference to the full text of such
exhibits.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed with this report:
(2.1) Agreement and Plan of Merger, dated as of March 19, 2000,
among Wesley Jessen VisionCare, Inc., OSI Acquisition
Corp. and Ocular Sciences, Inc., hereby is incorporated by
reference to Exhibit C of the Schedule 13D filed by Wesley
Jessen VisionCare, Inc. on March 29, 2000.
(2.2) Stock Option Agreement, dated as of March 19, 2000,
between Wesley Jessen VisionCare, Inc., as Issuer and
Ocular Sciences, Inc., as Grantee, hereby is incorporated
by reference to Exhibit A of the Schedule 13D filed by
Ocular Sciences, Inc. on March 29, 2000.
(2.3) Stock Option Agreement, dated as of March 19, 2000,
between Ocular Sciences, Inc., as Issuer and Wesley Jessen
VisionCare, Inc., as Grantee, hereby is incorporated by
reference to Exhibit B of the Schedule 13D filed by Wesley
Jessen VisionCare, Inc. on March 29, 2000.
(2.4) Stockholders Agreement, dated as of March 19, 2000, among
Wesley Jessen VisionCare, Inc., Ocular Sciences, Inc. and
John D. Fruth, hereby is incorporated by reference to
Exhibit A of the Schedule 13D filed by Wesley Jessen
VisionCare, Inc. on March 29, 2000.
(2.5) Amendment No. 1 to Rights Agreement, dated as of March 19,
2000, among Wesley Jessen VisionCare, Inc. and American
Stock Transfer & Trust Company.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 7, 2000 WESLEY JESSEN VISIONCARE, INC.
By: /s/ Edward J. Kelley
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Name: Edward J. Kelley
Title: Chief Financial Officer
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EXHIBIT INDEX
(2.1) Agreement and Plan of Merger, dated as of March 19, 2000,
among Wesley Jessen VisionCare, Inc., OSI Acquisition Corp.
and Ocular Sciences, Inc., hereby is incorporated by
reference to Exhibit C of the Schedule 13D filed by Wesley
Jessen VisionCare, Inc. on March 29, 2000.
(2.2) Stock Option Agreement, dated as of March 19, 2000, between
Wesley Jessen VisionCare, Inc., as Issuer and Ocular
Sciences, Inc., as Grantee, hereby is incorporated by
reference to Exhibit A of the Schedule 13D filed by Ocular
Sciences, Inc. on March 29, 2000.
(2.3) Stock Option Agreement, dated as of March 19, 2000, between
Ocular Sciences, Inc., as Issuer and Wesley Jessen
VisionCare, Inc., as Grantee, hereby is incorporated by
reference to Exhibit B of the Schedule 13D filed by Wesley
Jessen VisionCare, Inc. on March 29, 2000.
(2.4) Stockholders Agreement, dated as of March 19, 2000, among
Wesley Jessen VisionCare, Inc., Ocular Sciences, Inc. and
John D. Fruth, hereby is incorporated by reference to
Exhibit A of the Schedule 13D filed by Wesley Jessen
VisionCare, Inc. on March 29, 2000.
(2.5) Amendment No. 1 to Rights Agreement, dated as of March 19,
2000, among Wesley Jessen VisionCare, Inc. and American
Stock Transfer & Trust Company.
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Exhibit 2.5
AMENDMENT NO.1 TO RIGHTS AGREEMENT
THIS AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made as
of March 19, 2000, between Wesley Jessen VisionCare, Inc., a Delaware
corporation (the "Company") and American Stock Transfer & Trust Company, as
rights agent (the "Rights Agent") and amends that certain Rights Agreement,
dated as of November 16, 1999 (the "Rights Agreement"), by and between the
Company and the Rights Agent. Except as otherwise indicated herein, capitalized
terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Rights Agreement.
WHEREAS, the Company, Ocular Sciences, Inc. ("OSI") and OSI
Acquisition Corp., Delaware corporation ("Sub"), which is a direct wholly owned
subsidiary of the Company, propose to enter into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), providing for,
among other things, a merger (the "Merger") of Sub with and into OSI;
WHEREAS, as a condition and inducement to OSI's willingness to enter
into the Merger Agreement and the WC Stock Option Agreement (as defined in the
Merger Agreement), OSI has requested that the Company agree, and the Company has
agreed, to issue to OSI an option to purchase shares of the Company's common
stock (the "OSI Option"); and
WHEREAS, the Board of Directors of the Company has approved an
amendment to the Rights Agreement to exempt the OSI Option from terms and
provisions of the Rights Agreement by adding Ocular Sciences, Inc. to the
definition of "Exempt Person" under the Rights Agreement.
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:
1. Amendment. Section 1(q) of the Rights Agreement (the definition
of the term "Exempt Person") is hereby amended by (a) deleting the word "and"
prior to clause (iv) thereof, (b) substituting the word "and" for the period at
the end of the paragraph and (c) adding the following clause to the end thereof:
"(v) Ocular Sciences, Inc."
2. APPLICABLE LAW. ALL OF THE ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF
DELAWARE.
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3. Ratification, Etc. Except as expressly modified or waived
hereby, each term and provision of the Rights Agreement and the other agreements
executed in connection therewith is hereby ratified and confirmed and shall
continue in full force and effect. From and after the effective date, all
references to the Rights Agreement shall be deemed to be references to the
Rights Agreement as amended by this Amendment.
4. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto, and written or telephonic
notification of such execution and authorization of delivery thereof has been
received by each party hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
WESLEY JESSEN VISIONCARE, INC.
By: /s/ Kevin J. Ryan
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Its: President and Chief Executive Officer
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AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: Herbert J. Lemmer
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Its: Vice President
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