<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COLLAGEN AESTHETICS, INC.
(Name of Subject Company)
INAMED CORPORATION
INAMED ACQUISITION CORPORATION
(Bidders)
Common Stock, $.01 Par Value
Preferred Share Purchase Rights
(Title of Classes of Securities)
194194106
(CUSIP Number of Class of Securities)
Ilan K. Reich, Esq.
President
Inamed Corporation
1120 Avenue of the Americas
Suite 4000
New York, New York 10036
(212) 626-6800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
<PAGE> 2
TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on August 4, 1999 by Inamed Corporation, a Delaware corporation
("Parent"), and Inamed Acquisition Corporation ("Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Parent, relating to the offer by
Purchaser to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Collagen Aesthetics, Inc., a Delaware corporation, and
the associated preferred share purchase rights (the "Rights") issued pursuant to
the Amended and Restated Preferred Share Rights Agreement, dated as of May 6,
1999, between the Company and The Bank of New York, as Rights Agent (as the same
may be amended, the "Rights Agreement"), at a purchase price of $16.25 per Share
(and associated Right), net to the seller in cash, on the terms and subject to
the conditions set forth in the Offer to Purchase dated August 4, 1999 (the
"Offer to Purchase") and in the related Letter of Transmittal, copies of which
are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding a new Exhibit as follows:
(a)(11) Text of Press Release issued by the Company dated August 5, 1999.
2
<PAGE> 3
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 5, 1999
INAMED CORPORATION
By:/s/Ilan K. Reich
________________________
Name: Ilan K. Reich
Title: President
INAMED ACQUISITION CORPORATION
By:/s/Ilan K. Reich
________________________
Name: Ilan K. Reich
Title: President
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
<S> <C> <C>
(a)(1) -- Offer to Purchase, dated August 4, 1999.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7) -- Text of press release issued by Parent on August 2, 1999.*
(a)(8) -- Text of press release issued by the Company on August 2, 1999.*
(a)(9) -- Text of press release issued by Parent on August 4, 1999.*
(a)(10) -- Form of Summary Advertisement dated August 4, 1999.*
(a)(11) -- Text of press release issued by the Company on August 5, 1999.
(b)(1) -- Commitment Letter, dated as of July 23, 1999, from Cerberus Capital Management, L.P.*
(b)(2) -- Amendment to Commitment Letter, dated July 30, 1999, from Inamed Corporation and acknowledged and
confirmed by Cerberus Capital Management, L.P.*
(c)(1) -- Agreement and Plan of Merger, dated as of July 31, 1999, by and among the Company, Purchaser and
Parent.*
(c)(2) -- Confidentiality Agreement, dated as of April 23, 1999, between the Company and Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
* Previously filed as an exhibit to the Schedule 14D-1.
4
<PAGE> 1
[LOGO] NEWS RELEASE
COLLAGEN
AESTHETICS
COMPANY CONTACT: INVESTOR RELATIONS:
Michael A. Bates Bruce Voss ([email protected])
Collagen Aesthetics, Inc. Lippert/Heilshorn & Associates, Inc.
(650) 856-0200 (310) 575-4848
www.collagen.com www.lhai.com
COLLAGEN AESTHETICS REPORTS YEAR-END
RESULTS EPS FROM CONTINUING OPERATIONS OF $1.15, GLOBAL INJECTABLE SALES UP 11%
PALO ALTO, Calif. (August 5, 1999) - Collagen Aesthetics, Inc. (NASDAQ NM: CGEN)
today reported financial results for the quarter and year ended June 30, 1999.
For the fiscal 1999 fourth quarter, Collagen Aesthetics reported income
from continuing operations of $3.7 million, or $0.43 per diluted share, compared
with $39,000 of income from continuing operations during the prior year period,
which included the operating results of Cohesion Technologies (NASDAQ NM: CSON).
During the quarter, the Company increased its provision for the loss on disposal
of LipoMatrix by $11.5 million, thereby resulting in a net loss of $3.7 million,
or a loss of $0.43 per diluted share, compared with a net loss of $9.3 million,
or a loss of $1.04 per diluted share, in the prior year period.
LipoMatrix was Collagen Aesthetics' breast implant business, which the
Company treated as a discontinued operation in June 1998 and divested in
November 1998. The adjustment records additional current and future costs
related to ongoing clinical follow-up for multi-year studies in the U.S. and
Europe, the withdrawal of the Trilucent(R) breast implant from the European and
U.K. markets, safety studies and a patient surveillance program in the U.K.
These costs are expected to be paid over the next several years.
Fourth quarter product sales of $24.2 million included $19.2 million in
sales of facial injectable products, a 16% increase over the prior year period,
and $3.1 million in sales of Contigen(R) Bard(R) collagen implant, the Company's
incontinence treatment.
For fiscal year 1999, Collagen Aesthetics reported income from continuing
operations of $10.0 million, or $1.15 per diluted share, compared with a loss
from continuing operations of $1.9 million, or a loss of $0.21 per diluted
share, during fiscal year 1998. Fiscal year 1998 financials included the
operating results of Cohesion Technologies and a $1.5 million restructuring
charge. Net income for fiscal year 1999 was $2.6 million, or $0.30 per diluted
share, compared with a net loss of $14.1 million, or a loss of $1.58 per diluted
share, in the prior year.
Fiscal year 1999 product sales of $86.4 million included $65.9 million in
sales of facial injectable products, an 11% increase over fiscal year 1998, and
$14.3 million in sales of Contigen implant, a 19% decrease over fiscal year
1998.
Commenting on the fiscal year 1999 fourth quarter, Gary Petersmeyer,
president and chief executive officer, said, "We are pleased with the continued
growth in injectable sales, particularly the 18% improvement in worldwide sales
of Zyderm(R) and Zyplast(R) collagen implants, and the $3.7 million increase in
income from continuing operations over the prior year period. Also, Collagen KK,
our Japanese subsidiary, recently received approval for the SoftForm(R) facial
implant and will begin sales on September 1, 1999. However, our performance
results were significantly impacted by the decline in Contigen sales and the
$11.5 million increase in our provision for the discontinued operations of
LipoMatrix. These additional costs are a result of the Company's commitment to
work with the regulatory authorities to provide data on the Trilucent implant."
Results for the quarter and year ended June 30, 1998 included operations of
Cohesion Technologies, which was spun off to Collagen stockholders in mid-August
1998. In connection with the operating
<PAGE> 2
results of Cohesion, the Company reported a gain on sale of investments of $5.4
million and $19.1 million for the quarter and year ended June 30, 1998,
respectively, from the sale of Boston Scientific common stock (NYSE: BSX), which
partially funded Cohesion Technologies operating expenses of $7.0 million and
$33.5 million, respectively.
On July 31, 1999, Collagen Aesthetics entered into a definitive agreement
with Inamed Corporation whereby Inamed will make a tender offer for all of
Collagen Aesthetics' outstanding shares and options at a price of $16.25 per
share in cash.
Collagen Aesthetics has scheduled an investor conference call regarding
this announcement to be held today at 4:30 p.m. Eastern Time. To participate in
the call, a few minutes prior to the start time please dial (800)288-8974. Those
unable to participate are invited to listen to a recording of the call and Q&A
from August 5, 1999 through the end of the day August 9, 1999 by dialing
(800)-475-6701, access code 461840.
Set forth on the following page are unaudited results of Collagen
Aesthetics, Inc. operations for the quarter and year ended June 30, 1999 and
1998.
Collagen Aesthetics is maximizing the Company's worldwide aesthetic
medicine franchise and nearly two decades of physician relationships with
proprietary and in-licensed products. The Company's proprietary product line
includes Zyderm(R) and Zyplast(R) collagen implants and Contigen(R) Bard
collagen implant, while in-licensed products include Hylaform(R) viscoelastic
gel, SoftForm(R) facial implant, Refinity(TM) Medical Skin Solutions and the
Coblation(TM) dermatologic surgery system. For more information regarding
Collagen Aesthetics, please visit the Company's Web site at www.collagen.com. In
addition, Collagen Aesthetics' press releases can be viewed at
www.businesswire.com/cnn/cgen.htm.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements, the accuracy of
which is necessarily subject to risks and uncertainties including the timing of
product introductions, receipt of regulatory approvals, actions taken by
regulatory authorities, clinical efficacy of and market demand for products,
product development cycles, results of clinical studies, development and rate of
growth of new markets, potential unfavorable publicity regarding Collagen
Aesthetics or its products, possible reversal of sales trends, and risks
associated with Inamed completing its proposed acquisition of Collagen
Aesthetics, among other matters discussed in this release. Actual results are
subject to risks and uncertainties, and actual events and results may differ
significantly from the discussion of such matters in the forward-looking
statements. Such differences may be based upon factors within Collagen
Aesthetics' control, such as strategic planning decisions by management and
reallocation of internal resources, or on factors outside of the Company's
control, such as scientific advances by third parties, introduction of
competitive products and actions or delays by regulatory authorities, as well as
those factors set forth under the heading "Factors That May Affect Future
Results of Operations" in Collagen Aesthetics' Form 10-K filed for the year
ended June 30, 1998 and Form 10-Q for the quarter ended March 31, 1999.
Financial Tables to Follow
<PAGE> 3
COLLAGEN AESTHETICS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998 (a)
---- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,741 $ 7,916
Short-term investments 7,890 8,011
Accounts receivable, less allowance for doubtful accounts
($439 in 1999 and $505 in 1998) 14,283 13,764
Inventories, net 11,690 12,101
Inventories of discontinued operations, net -- 417
Other current assets, net 9,691 11,016
--------- ---------
Total current assets 60,295 53,225
Property and equipment, net 12,877 14,448
Intangible assets , net 8,877 6,861
Investment in Boston Scientific Corporation -- 73,979
Investment in Innovasive Devices, Inc. -- 7,027
Investment in Pharming, B.V -- 7,010
Loans to officers and employees -- 259
Other investments and assets, net 6,021 3,530
--------- ---------
$ 88,070 $ 166,339
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,206 $ 3,561
Accrued compensation 3,166 4,749
Accrued liabilities and other 19,033 14,020
Income taxes payable 15,666 10,606
Net liabilities of discontinued operations -- 781
--------- ---------
Total current liabilities 45,071 33,717
Long-term liabilities:
Deferred income taxes -- 30,589
Other long-term liabilities 1,170 1,393
--------- ---------
Total long-term liabilities 1,170 31,982
Commitments and contingencies
Minority interest -- --
Stockholders' equity:
Preferred stock, $.01 par value, authorized: 5,000,000 shares; none
issued or outstanding -- --
Common shares, $.01 par value, authorized: 28,950,000 shares, issued:
11,046,359 shares (10,937,830 shares at June 30, 1998), outstanding:
8,592,359 shares (8,864,930 shares at June 30, 1998) 110 109
Additional paid-in capital 56,036 69,619
Retained earnings 34,711 32,128
Cumulative translation adjustment (2,084) (2,030)
Unrealized gain on available-for-sale investments -- 43,833
Treasury stock, 2,454,000 shares (2,072,900 shares in 1998) (46,944) (43,019)
--------- ---------
Total stockholders' equity 41,829 100,640
--------- ---------
$ 88,070 $ 166,339
========= =========
</TABLE>
(a) Amounts derived from audited financial statements. Includes amounts related
to Cohesion Technologies, Inc,. which was spun off to Collagen stockholders on
August 18, 1998.
<PAGE> 4
COLLAGEN AESTHETICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Year Ended
June 30, June 30,
1999 1998 (a) 1999 (a) 1998 (b)
---- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 24,232 $ 22,732 $ 86,389 $ 82,772
Costs and expenses:
Cost of sales 7,050 6,388 24,559 23,958
Selling, general and administrative 10,105 12,470 41,120 42,535
Research and development 887 6,637 7,889 22,715
Restructuring expense -- 1,541 -- 1,541
Acquired in-process research and development -- 57 -- 10,587
--------- --------- --------- ---------
Total operating costs and expenses 18,042 27,093 73,568 101,336
--------- --------- --------- ---------
Income (loss) from operations 6,190 (4,361) 12,821 (18,564)
Other income (expense):
Net gain on investments, principally Boston Scientific
Corporation -- 5,358 3,721 19,096
Equity in earnings (losses) of affiliates, net -- 80 (35) (151)
Interest income 118 286 591 988
Interest expense (3) (6) (64) (56)
--------- --------- --------- ---------
Income before income taxes, minority interest and
discontinued operations 6,305 1,357 17,034 1,313
Provision for income taxes 2,585 1,296 7,010 3,207
Minority interest -- 22 1 (16)
--------- --------- --------- ---------
Income (loss) from continuing operations 3,720 39 10,023 (1,878)
Discontinued operations:
Loss from operations -- (1,198) -- (5,278)
Benefit for income taxes -- 369 -- 1,629
--------- --------- --------- ---------
Loss from discontinued operations net of taxes -- (829) -- (3,649)
Loss from disposal (11,500) (11,045) (11,500) (11,045)
Benefit for income taxes 4,059 2,489 4,059 2,489
--------- --------- --------- ---------
Loss from discontinued operations net of taxes (7,441) (8,556) (7,441) (8,556)
--------- --------- --------- ---------
Total loss from discontinued operations net of taxes (7,441) (9,385) (7,441) (12,205)
--------- --------- --------- ---------
Net income (loss) $ (3,721) $ (9,346) $ 2,582 $ (14,083)
========= ========= ========= =========
Net income (loss) per share - Basic:
Continuing operations $ .43 $ -- $ 1.16 $ (.21)
Discontinued operations (.86) (1.04) (.86) (1.37)
--------- --------- --------- ---------
Net income (loss) per share - Basic $ (.43) $ (1.04) $ .30 $ (1.58)
========= ========= ========= =========
Net income (loss) per share - Diluted:
Continuing operations $ .43 $ -- $ 1.15 $ (.21)
Discontinued operations (.86) (1.04) (.85) (1.37)
--------- --------- --------- ---------
Net income (loss) per share - Diluted $ (.43) $ (1.04) $ .30 $ (1.58)
========= ========= ========= =========
Shares used in calculating per share information - Basic 8,565 8,947 8,650 8,913
========= ========= ========= =========
Shares used in calculating per share information - Diluted 8,565 8,947 8,714 8,913
========= ========= ========= =========
</TABLE>
(a) Includes results of Cohesion Technologies, Inc., which was spun off to
Collagen stockholders on August 18, 1998.
(b) Amounts derived from audited financial statements for the periods
illustrated. Includes results of Cohesion Technologies, Inc., which was
spun off to Collagen stockholders on August 18, 1998.
