SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JUNE 11, 1997
INAMED CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 1-9741 59-0920629
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89109
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Address of principal executive offices
Registrant's telephone number, including area code: (702) 791-3380
N/A
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On June 11, 1997, Inamed Corporation (the "Company") issued a
news release, disclosing that its Common Stock was removed from listing on the
Nasdaq Small-Cap Stock Market. The Company's Common Stock continues to be listed
on the Pacific Exchange and the Company is in the process of initiating
quotations of its Common Stock in the OTC Bulletin Board of the National
Association of Securities Dealers, Inc.
The release also announced that on June 11, 1997, the Company
received a Notice of Default from the majority holders of the Company's 11%
Secured Convertible Notes due 1999. Reference is made to the news release, which
is attached hereto as an exhibit, for additional information concerning these
events.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
20 News Release of Inamed Corporation dated June 11, 1997.
Page 3
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SIGNATURE
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 hereunto duly authorized.
INAMED CORPORATION
Dated: June 12, 1997 By: /s/ Donald K. McGhan
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Name: Donald K. McGhan
Title: Chairman and Chief
Executive Officer
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EXHIBIT LIST
20 News Release of Inamed Corporation dated June 11, 1997.
Page 5
INAMED INAMED CORPORATION
3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89109
(702) 791-3388
Fax: (702) 791-1922
NEWS RELEASE
FOR IMMEDIATE RELEASE
COMPANY CONTACT: DONALD K. MCGHAN
(702) 791-3388
AGENCY CONTACT: JIMMY CAPLAN
(805) 569-0076
INAMED CORPORATION STOCK TO TRADE ON OTC BULLETIN BOARD
Company Receives Notice of Default From
Majority Holders of 11% Secured Convertible Notes Due 1999
LAS VEGAS, NV - June 11, 1997 - INAMED Corporation, (OTC Bulletin Board: IMDC,
PSE: INA) a global medical and surgical device company headquartered here,
announced that, effective today, the company's common stock will trade on the
OTC Bulletin Board under the symbol IMDC. The company's common stock will
continue to trade on the Pacific Stock Exchange under the symbol INA.
The Nasdaq Listing Qualifications Panel (the "Panel") informed the company that
it had determined to delete the company's securities from the Nasdaq Stock
Market effective June 11, 1997. The Panel noted that the company's anticipated
filing date for its 1996 10-K is two months beyond the April 15, 1997 deadline,
and even if the company were successful in completing its 10-K and first quarter
1997 10-Q filings by the end of this week, it would remain non-complaint with
the net tangible assets requirement.
The company also said that it had received a Notice of Default from Appaloosa
Management and its affiliates, who are holders of more than 50 percent in
principal amount of INAMED's 11% Secured Convertible Notes due 1999 (the
"Notes"). Although the company is current in its payment obligations with
respect to the Notes, the Notice of Default relates to noncompliance with
various financial covenants and the non-delivery of opinions and certificates
due under the
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indenture governing the Notes. The Notice of Default is not an acceleration
notice under the indenture; instead, it simply purports to increase the interest
rate on the Notes to the default rate of 14.5%.
"Frankly," stated Donald K. McGhan, INAMED Chief Executive Officer and Chairman,
"we are somewhat puzzled by Appaloosa's delivery of this Notice of Default. We
were virtually finished with the negotiation of a restructuring of the Notes, in
which the conversion price would be fixed at $5.50 per share instead of 85% of
market, and the exercise price of the proposed warrants needed to help fund the
settlement of the breast implant litigation would have an exercise price of
$8.00 per share if the common stock maintained a value of at least $10.00 per
share for specified measurement period. The purpose of this proposed
restructuring was to cure and waive all past defaults and provide certainty as
to the conversion price of the Notes. As previously announced, the restructuring
would have also entailed a $15 million reduction in the company's debt through
the return of the escrow fund. Those monies would be replaced when needed to
fund the settlement with the capital raised through the new warrants."
Mr. McGhan continued, "On Monday, upon completion of the negotiations for this
restructuring, we voluntarily informed Appaloosa that the Board of Directors had
authorized the adoption of the Shareholder Rights Plan that was announced
yesterday morning. Incidentally, the Board's right to adopt such a plan was
specifically discussed during the negotiations. Yesterday afternoon, without any
further discussion and apparently quite angry, Appaloosa sent us the Notice of
Default. While we are certainly willing to resume discussions toward a
restructuring, we regard Appaloosa's latest action as a transparent attempt to
further its own agenda to the detriment of the company's stockholders. Their
Notice has no practical effect other than to damage the company's ability to
obtain an auditor's opinion on the financial statements, and to increase the
interest payable on the Notes."
Mr. Mcghan concluded, "If Appaloosa's motive is to see the Notes paid off, we
would be happy to do so. In fact, we are in active discussions with a financial
institution that would be willing to undertake a refinancing of the Notes.
However, we suspect that Appaloosa's motive is less salutary, and that they are
instead seeking to pressure the company, or seize control themselves, so as to
alter the beneficial settlement already in place for the breast implant
litigation in a manner that would allow them to own a much greater percentage of
the company's equity. We are not sympathetic to this brand of vulture investing,
and we will take all appropriate actions to protect our shareholder's investment
in the company."
INAMED has 26 operating subsidiaries in the United States, Europe, Mexico, Latin
America and Asia. The company develops, manufactures and markets medical devices
for the plastic and reconstructive, bariatric and general surgery.
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