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): MAY 23, 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 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 Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such
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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 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).
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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
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, is attached hereto as an exhibit and incorporated herein
by reference.
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The foregoing description of the Rights is qualified in its entirety by
reference to such exhibit.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
4.1 Form of Rights Agreement, dated as of dated as of June 2, 1997,
between Inamed Corporation and U.S. Stock Transfer Corporation
(Incorporated by reference to the Company's Registration
Statement of Form 8-A filed with the Commission on June 10,
1997).
99.1 Press Release dated June 10, 1997.
99.2 Form of Letter to Shareholders to be mailed with copies of
Summary of Rights to Purchase Preference Shares.
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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 10, 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
4.1 Form of Rights Agreement, dated as of dated as of June 2, 1997,
between Inamed Corporation and U.S. Stock Transfer Corporation
(Incorporated by reference to the Company's Registration
Statement of Form 8-A filed with the Commission on June 10,
1997).
99.1 Press Release dated June 10, 1997.
99.2 Form of Letter to Shareholders to be mailed with copies of
Summary of Rights to Purchase Preference Shares.
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INAMED CORPORATION
3800 Howard Hughes Parkway
Suite 900
LAS VEGAS, NV 89109
FOR IMMEDIATE RELEASE
COMPANY CONTACT: DONALD K. MCGHAN
(702) 791-3388
AGENCY CONTACT: JIMMY CAPLAN
(805) 569-0076
INAMED CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
Las Vegas, Nevada, June 10, 1997 -- INAMED Corporation (Nasdaq: IMDCE;
PSE:INA), a global medical and surgical device company headquartered here,
announced today that its Board of Directors has unanimously adopted a
Stockholder Rights Plan (the "Plan") and has declared a dividend granting to its
stockholders the right to purchase for each share of the Company's common stock,
$.01 par value (a "Common Share") one Common Share at an initial price of $80.
The record date for the Rights is June 13, 1997.
The Company stated that the Plan is designed to protect stockholders
from various abusive takeover tactics, including attempts to acquire control of
the Company at an inadequate price which would deny stockholders the full value
of their investments. The Plan is designed to assure that any acquisition of the
Company and/or any acquisition of control of the Company would take place under
circumstances in which the Board of Directors can secure the best available
transaction for all of the Company's stockholders. The Plan will encourage a
potential buyer to negotiate appropriately with the Board prior to attempting a
takeover and will have no effect on lawful proxy solicitation activity.
Initially, the Rights are attached to the Common Shares of the Company
and are not exercisable. They become detached from the Common Shares and become
immediately exercisable after any person or group becomes the beneficial owner
of 15% or more of the Common Shares or 10 days after any person or group of
persons publicly announces a tender or exchange offer that would result in that
same beneficial ownership level. If a buyer becomes a 15% owner in the Company,
all Rights holders except such "Acquiring Person" (as defined in the Plan) will
be entitled to purchase the Company's stock at a price discounted from the then
market price. The Plan specifically provides that any holder of the Company's
Secured Convertible Notes issued in 1996 or the Convertible Debentures issued in
1997 who, upon conversion of such indebtedness would otherwise be an "Acquiring
Person", shall not be deemed to be an "Acquiring Person" if such holder prior to
conversion enters into a binding agreement
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with the Continuing Directors to vote the securities issuable upon conversion of
their Notes or Debentures on all matters in proportion with the votes cast by
all other holders of the Company's voting securities. In addition, if the
Company is acquired in a merger after such acquisition, all Rights holders
except the Acquiring Person will also be entitled to purchase stock in the
acquiring company at a discount in accordance with the Plan.
The distribution of Rights will be made to common stockholders of
record on June 13, 1997 and Common Shares that are newly issued after that date
will also carry Rights until the Rights become detached from the Common Shares.
In addition, the Rights will be issued along with any Common Shares that are
newly issued following the Rights becoming detached from the Common Shares but
prior to the expiration of the Rights pursuant to (i) the exercise of stock
options, (ii) any employee plan or arrangement, (iii) upon the exercise,
conversion or exchange of securities, notes or debentures issued by the Company,
or (iv) a contractual obligation of the Company, in each case existing prior to
the Rights becoming detached from the Common Shares. The Rights will expire on
June 2, 2007. The Company may redeem the Rights for $.01 each at any time before
a buyer acquires a 15% position in the Company, and under certain other
circumstances. The Rights distribution is not taxable to stockholders. Details
of the Plan are included with a letter which will be mailed to all of the
Company's stockholders of record as of June 13, 1997.
INAMED Corporation is a medical and surgical device company with 26
operating subsidiaries in the United States, Europe, Latin America and Asia. The
company develops, manufactures and markets medical devices for the plastic,
reconstructive, bariatric and general surgery markets.
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Form of Letter to Shareholders
[INAMED CORPORATION LETTERHEAD]
June 13, 1997
To Our Shareholders:
The Company has recently declared a dividend distribution of one Common
Share purchase right (the "Rights") to the holders of the Company's common
stock, $.01 par value per share (the "Common Shares"), thereby creating a
Shareholder Rights Plan (the "Plan"). This letter describes the Plan and the
reasons of the Company's Board of Directors (the "Board") for adopting it.
The Rights contain provisions to protect shareholders in the event of
an unsolicited attempt to acquire the Company, including a gradual accumulation
of shares in the open market, a partial or two-tier tender offer that does not
treat all shareholders equally, a squeeze-out merger and other abusive takeover
tactics which the Board believes are not in the best interests of shareholders.
These tactics unfairly pressure shareholders, squeeze them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.
Over 2,000 companies, including approximately half of the Business Week
1000 companies and Fortune 500 companies, have issued rights to protect their
shareholders against these tactics. We consider the Plan to be the best
available means of protecting both your right to retain your equity investment
in INAMED Corporation and the full value of that investment, while not
foreclosing a fair acquisition bid for the Company.
The Rights are not intended to prevent a takeover of the Company and
will not do so. However, they should deter any attempt to acquire the Company in
a manner or on terms not approved by the Board. The Rights are designed to deal
with the very serious problem of another person or company using abusive tactics
to deprive the Company's Board and its shareholders of any real opportunity to
determine the destiny of the Company.
The Rights may be redeemed by the Board for one cent per Right prior to
the accumulation, through open-market purchases, a tender offer or otherwise, of
15% or more of the Company's shares by a single acquiror or group. Because of
the redemption feature, the Rights should not interfere with any merger or
business combination approved by the Board prior to that time.
The Board believes that the issuance of the Rights does not in any way
weaken the financial strength of the Company or
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interfere with its business plans. The issuance of the Rights has no dilutive
effect, will not affect reported earnings per share, is not taxable to the
Company or to you, and will not change the way in which you can presently trade
the Company's shares. As explained in detail below, the Rights will only be
exercisable if and when the problem arises which they were created to address.
They will then operate to protect you against being deprived of your right to
share in the full measure of your Company's long-term potential.
The Board was aware when it acted that some people have advanced
arguments that securities of the sort we are issuing deter legitimate
acquisition proposals. We carefully considered these views and concluded that
the arguments are speculative and do not justify leaving shareholders without
any protection against unfair treatment by an acquiror, who, after all, is
seeking its own advantage, not yours. The Board believes that these Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment.
The Rights were issued on June 13, 1997 to shareholders of record on
that date and will expire in approximately ten years. Initially, the Rights will
not be exercisable, certificates will not be sent to you, and the Rights will
automatically trade with the Common Shares. However, ten days after a person or
group acquires 15% or more of the Company's shares, or ten business days (or
such later date as may be determined by the Board prior to a person or group
acquiring 15% or more of the Company's shares) after a person or group announces
an offer the consummation of which would result in such person or group owning
15% or more of the shares (even if no purchases actually occur), the Rights will
become exercisable and separate certificates representing the Rights will be
distributed. We expect that the Rights will begin to trade independently from
the Company's shares at that time. At no time will the Rights have any voting
power.
When the Rights first become exercisable, unless a holder is a person
or group who has acquired 15% or more of the Company's shares, that holder will
be entitled to buy from the Company one Common Share for $80.00. If the Company
is involved in a merger or other business combination with a person or group or
affiliate at any time after that person or group has acquired 15% or more of the
Company's shares, the Rights will entitle a holder to buy a number of shares of
common stock of the acquiring company having a market value of twice the
exercise price of each Right. For example, if at the time of the business
combination the acquiring company's stock has a per share value of $60, the
holder of each Right would be entitled to receive four shares of the acquiring
company's common stock for $120, i.e., at a 50% discount.
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If any person or group acquires 15% or more of the Company's
outstanding Common Shares, the "flip-in" provision of the Rights will be
triggered and the Rights will entitle a holder (other than such person or any
member of such group) to buy a number of additional Common Shares of common
stock of the Company having a market value of twice the exercise price of each
Right. Thus, if at the time of the 15% acquisition the Company's stock were to
have a market value per share equal to $10, the holder of each Right (other than
such person or any member of such group) would be entitled to receive four
shares of the Company's Common Shares for $20.
Following the acquisition by any person or group of 15% or more of the
Company's Common Shares, but only prior to the acquisition by a person or group
of a 50% stake, the Board will also have the ability to exchange the Rights
(other than Rights held by such person or group), in whole or in part, for one
Common Share per Right. This provision will have an economically dilutive effect
on the acquiror, and provide a corresponding benefit to the remaining holders of
the Rights, that is comparable to the flip-in without requiring holders of the
Rights to go through the process and expense of exercising their Rights.
While, as noted above, the distribution of the Rights will not be
taxable to you or the Company, shareholders may recognize taxable income upon
the occurrence of certain subsequent events.
In declaring the Rights dividend, we have expressed our confidence in
the future of the Company and our determination that you, our shareholders, be
given every opportunity to participate fully in that future.
On behalf of the Board of Directors,
By_________________________________
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