<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT:
JANUARY 23, 1996
INAMED CORPORATION
FLORIDA
1-09741 59-0929629
3800 HOWARD HUGHES PARKWAY, #900, LAS VEGAS, NEVADA 89109
702/791-3388
<PAGE>
ITEM 5. OTHER EVENTS
On January 23, 1996, Inamed Corporation, a Florida corporation (the
"Registrant"), closed its private placement of $35 million in principal amount
of its 11% Secured Convertible Notes due 1999. The closing of the transaction
was described in a press release issued by the Registrant on January 24, 1996.
A copy of the press release is filed as an exhibit to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as part of this report:
Exhibit Exhibit Sequential
Number Description Page Number
------ ----------- -----------
99.1 Press Release 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INAMED CORPORATION
a Florida corporation
(Registrant)
Date: February 1, 1996 By: /s/ Michael D. Farney
-------------------------------
Michael D. Farney
Chief Executive Officer
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
COMPANY CONTACT: Michael D. Farney, C.E.O.
(702) 791-3388
AGENCY CONTACT: Jimmy Caplan
(805) 569-0076
INAMED CORPORATION COMPLETES
$35 MILLION CONVERTIBLE DEBT OFFERING
LAS VEGAS -- January 23 -- INAMED Corporation (NASDAQ: IMDCC; PSE: INA),
headquartered here, today announced it has successfully completed a $35 million
private placement of 11 percent secured convertible notes with certain qualified
investors and institutions.
According to the company, the private placement included the participation of
Dreyfus Corporation, S. C. Fundamental Value Fund, L.P., Oracle Partners, L.P.,
Fir Tree Partners, and Atticus Capital, all based in New York City.
The notes are secured by INAMED Corporation and its subsidiaries and are not
callable. They will mature on March 31, 1999 unless they are converted earlier
into shares of INAMED common stock at $10 per share.
Net proceeds to the company, after the deduction of offering expenses, are
expected to be approximately $34.9 million. The proceeds will be used to
accommodate the Company's current financial responsibilities under The Revised
Settlement Program, to fund an initial $10 million payment in connection with
contemplated mandatory class
resolution of breast implant litigation, and to manage general legal costs.
Proceeds will also be used to engage in product and corporate development, to
expand manufacturing facilities and improve working capital.
INAMED Corporation is a medical and surgical device company with 23 operating
subsidiaries in the United States and Europe. The company develops,
manufactures and markets medical devices for the plastic and reconstructive,
bariatric and general surgery markets.
The company reported sales of over $80 million for calendar/fiscal 1994.
###
