SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INAMED CORPORATION
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(Exact name of Registrant as specified in its charter)
FLORIDA 1-9741
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 10954
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(Address of principal executive offices) (Zip code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 23, 1997, the Board of Directors of Inamed Corporation (the
"Company") declared a dividend of one Common Stock purchase right (a "Right")
for each outstanding share of common stock, par value $.001 per share, of the
Company (the "Common Stock"). The dividend is payable on June 13, 1997 (the
"Record Date") to the shareholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one share of Common Stock of
the Company at a price of $80 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of June 2, 1997, between the
Company and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Stock
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate with a copy
of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights) (i) the Rights will be
transferred with and only with the Common Stock, (ii) new Common Stock
certificates issued after the Record Date upon transfer or new issuance of
Common Stock will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding as of the Record Date, even without such notation or a copy of
the Summary of Rights being attached thereto, will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on June 2, 2007 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right
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Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with the Rights. Shares of Common Stock issued
after the Distribution Date will be issued with the Rights if such shares are
issued pursuant to the exercise of stock options or under an employee benefit
plan, or upon conversion of securities issued after adoption of the Rights
Agreement. Except as otherwise determined by the Board of Directors, no other
shares of Common Stock issued after the Distribution Date will be issued with
Rights.
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for or purchase shares of Common Stock or
securities convertible into Common Stock with a conversion price, less than the
then-current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings) or of
subscription rights or warrants (other than those referred to above).
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive, upon exercise, Common Stock having a
market value of two times the exercise price of the Right. However, Rights are
not exercisable following the occurrence of the events set forth above until
they are no longer redeemable by the Company as set forth below.
In the event that at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction, or (ii) 50% or more of the Company's consolidated assets or earning
power are sold or transferred, each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of Common Stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights
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owned by such person or group, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock (or of a share of a
class or series of the Company's preference stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued (and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.
At any time until 10 days following the acquisition by a person or
group of affiliated or associated persons of beneficial ownership of 15% or more
of the outstanding Common Stock, the Board of Directors of the Company (with the
concurrence of Continuing Directors (as defined in the Rights Agreement)) may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Immediately upon any redemption of the Rights, the Rights
will terminate and the only right the holders of Rights will have is to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company (with the concurrence of Continuing Directors) prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company (with the
concurrence of Continuing Directors) only to cure an ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
the holders of Rights (excluding the interests of any Acquiring Person, or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The
existence of the Rights may deter certain acquirors from making takeover
proposals or tender offers. However, the Rights are not intended to prevent a
takeover, but rather are designed to enhance the ability of the Board of
Directors to negotiate with an acquiror on behalf of all of the shareholders.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
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Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Stock.
The Rights Agreement, dated as of June 2, 1997, between the Company
and the Rights Agent, specifying the terms of the Rights which includes as
Exhibit A the Rights Certificate, and Amendment No. 1 to the Rights Agreement
dated as of June 13, 1997, are attached hereto as exhibits and incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of June 2, 1997, between Inamed
Corporation and U.S. Stock Transfer Corporation, which
includes the form of the Rights Certificate as Exhibit A and
the Summary of Rights to Purchase Common Stock as Exhibit B
(previously filed with the Commission on June 10, 1997 on
Form 8-A).
2. Form of Letter from the Board of Directors of Inamed
Corporation to Shareholders to be mailed with copies of the
Summary of Rights appearing as Exhibit B to Exhibit 1 hereto
(previously filed with the Commission on June 10, 1997 on
Form 8-A).
3. Amendment No. 1 to Rights Agreement, dated as of June 13,
1997, between Inamed Corporation and U.S. Stock Transfer
Corporation.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: June 18, 1997 INAMED CORPORATION
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
1. Rights Agreement, dated as of dated as of June 2, 1997, between Inamed
Corporation and U.S. Stock Transfer Corporation, which includes the form of
the Rights Certificate as Exhibit A and the Summary of Rights to Purchase
Common Stock as Exhibit B (previously filed with the Commission on June 10,
1997 on Form 8-A).
2. Form of Letter from the Board of Directors of Inamed Corporation to
Shareholders to be mailed with copies of the Summary of Rights appearing as
Exhibit B to Exhibit 1 hereto (previously filed with the Commission on June
10, 1997 on Form 8-A).
3. Amendment No. 1 to Rights Agreement, dated as of June 13, 1997, between
Inamed Corporation and U.S. Stock Transfer Corporation.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This amendment, dated as of June 13, 1997, amends the Rights Agreement
dated as of June 2, 1997 (the "Rights Agreement") between Inamed Corporation
(the "Company") and U.S. Stock Transfer Corporation, as Rights Agent (the
"Rights Agent"). Terms defined in the Rights Agreement and not otherwise defined
herein are used herein as so defined.
W I T N E S S E T H
WHEREAS, on May 23, 1997, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock; and
WHEREAS, the Board of Directors of the Company authorized and declared
a dividend distribution of one Right for every share of Common Stock of the
Company outstanding on June 13, 1997 and authorized the issuance of one Right
(subject to certain adjustments) for each share of Common Stock of the Company
issued between the Record Date and the Distribution Date; and
WHEREAS, on June 2, 1997, the Company and the Rights Agent entered into
the Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors now unanimously desire to amend certain provisions of the Rights
Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, no officer or director of the
Company who or which, together with all Affiliates of such
Person, is the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock of the Company as of the
Record Date shall be deemed an Acquiring Person for any
purpose of this Agreement, provided, that such officer or
director together with his Affiliates does not become the
Beneficial Owner of 20% or more of the outstanding shares of
Common Stock of the Company."
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2. Except as expressly herein set forth, the remaining provisions
of the Rights Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts,
and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 13th day of June, 1997 by
authorized representatives of each of the Company and the Rights Agent.
INAMED CORPORATION
By: /s/ DONALD K. MCGHAN
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Donald K. McGhan
Chairman and
Chief Executive Officer
US STOCK TRANSFER CORPORATION
By: /s/ RICHARD C. BROWN
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Richard C. Brown
Vice President
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