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FORM 8-K
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 5 Pages
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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.
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.
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A copy of the Stockholders Agreement is being filed herewith as
Exhibit 2.4. The foregoing description is qualified in its 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.
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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: March 30, 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.
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