<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 2)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
CIRCON CORPORATION
(Name of Subject Company)
CIRCON CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities)
172736 10 0
(CUSIP Number of Class of Securities)
RICHARD A. AUHLL
President and Chief Executive Officer
Circon Corporation
6500 Hollister Avenue
Santa Barbara, California 93117
(805) 685-5100
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of person(s) filing statement)
Copy to:
LARRY W. SONSINI, ESQ.
Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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<PAGE>
This Amendment No. 2 supplements the Schedule 14D-9 of Circon Corporation, a
Delaware corporation (the "Company"), filed with the Securities and Exchange
Commission ("SEC") on August 15, 1996, and as subsequently amended, relating to
a Tender Offer Statement on Schedule 14D-1, dated August 2, 1996 (the "Schedule
14D-1"), filed with the SEC by USS Acquisition Corp. (the "Purchaser"), a
Delaware corporation and wholly-owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("USS"), relating to an offer the ("Offer")
by Purchaser to purchase all outstanding Shares at a price of $18.00 per Share,
net to the seller in cash, without interest thereon.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On August 16, 1996 the Company mailed a letter to its employees regarding
the Offer. A copy of the letter is filed as Exhibit 10 to this statement.
On or about August 15, 1996, the Company, certain of the Company's officers
and the individuals who serve on its Board of Directors were named as defendants
in three lawsuits filed in Delaware Chancery Court. The three suits were brought
by individuals who claim to be stockholders of the Company. Each suit seeks to
be certified as a class action on behalf of all of the Company's stockholders.
The suits, which are similar in substance, allege that the Company and the named
individuals violated certain fiduciary duties to the Company's stockholders in
connection with the Company's response to the Offer. The complaints seek various
forms of relief, including injunctive relief and unspecified monetary damages.
The Company has reviewed the allegations and claims contained in the plaintiffs'
complaints, and believes that they are without merit. The Company and the named
individuals intend to vigorously defend against these claims. Copies of the
three complaints relating to the three lawsuits are filed as Exhibit 11, Exhibit
12 and Exhibit 13, respectively, to this statement.
On August 19, 1996, the Company issued a press release in connection with
the aforementioned three complaints. A copy of the press release is filed as
Exhibit 14 to this statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
Exhibit 1(F) The "Board Compensation," "Remuneration of Officers," "Report of the
Compensation Committee" and "Compensation Committee Interlocks and
Insider Participation" sections of the Proxy
Exhibit 2(F) Article Ninth of Certificate of Incorporation, as amended
Exhibit 3(F) Article V of the Bylaws
Exhibit 4(F) Form of Indemnification Agreement
Exhibit 5*(F) Letter to Stockholders regarding Board's Recommendation
Exhibit 6(F) Press Release Announcing Board's Recommendation
Exhibit 7(F) Opinion of Bear, Stearns & Co. Inc.
Exhibit 8*(F) Summary of Stockholders Rights Plan
Exhibit 9(F) Press Release of the Company dated August 5, 1996
Exhibit 10(F) Letter to Employees Regarding the Offer
Exhibit 11 Complaint of William Steiner against the Company, its Directors and
certain of its officers, filed on or about August 15, 1996
Exhibit 12 Complaint of Charles Miller against the Company, its Directors and
certain of its officers, filed on or about August 15, 1996
Exhibit 13 Complaint of F. Richard Manson against the Company, its Directors
and certain of its officers, filed on or about August 15, 1996
Exhibit 14 Press Release of the Company dated August 19, 1996
</TABLE>
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* Included in copy mailed to stockholders
(F) Previously filed
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
<TABLE>
<S> <C>
Dated: August 19, 1996 CIRCON CORPORATION
By: /s/ Richard A. Auhll
Richard A. Auhll
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
2
<PAGE>
EXHIBIT 11
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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WILLIAM STEINER, )
)
Plaintiff, )
)
- against - )
) Civil Action No. 15165-NC
RICHARD A. AUHLL, R. BRUCE )
THOMPSON, HAROLD R. FRANK, )
RUDOLF R. SCHULTE, PAUL W. )
HARTLOFF, JR., JOHN BLOKKER AND )
CIRCON CORPORATION, )
)
)
Defendants. )
)
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COMPLAINT
Plaintiff, by and through his attorneys, alleges as follows:
1. Plaintiff brings this action as a class action on behalf of himself
and all other shareholders of Circon Corporation ("Circon" or the "Company")
who are similarly situated, to enjoin defendants' efforts (a) to entrench
themselves in their offices as Circon directors, (b) solidify their control
of Circon, and (c) thwart any takeover of the Company by, among other things,
implementing and maintaining anti-takeover devices, in particular, the poison
pill or shareholder rights plan, described below, despite a favorable offer
to purchase the Company.
<PAGE>
2. On August 2, 1996, USS Acquisition Corp., a wholly owned subsidiary
of United States Surgical Corporation (collectively, "USS"), announced the
commencement of a $235 million cash tender offer for all the outstanding
shares of Circon at an offering price of $18 per share -- a premium of
approximately 83% over the average closing price of Circon's common stock for
the 10 days preceding the USS proposal. Defendants' reaction was to
summarily reject this proposal that, on its face, appears very valuable to
Circon's public shareholders, and to adopt a shareholders rights plan. No
effort was made to negotiate with USS or even explore with it the extent to
which it would increase this relatively high offer even more, or to implement
another transaction of equivalent or greater value.
3. Defendants' actions are designed to entrench themselves in office and
to continue to receive the substantial salaries, compensation and other benefits
and perquisites of their offices.
PARTIES
4. Plaintiff is the owner of Circon common stock, and has owned such
stock at all times relevant herein.
5. Circon designs, manufactures and markets medical endoscope and
electrosurgery systems for diagnosis and minimally invasive surgery. On
August 28, 1995, the Company completed a merger with Cabot Medical
Corporation ("Cabot"), a designer, manufacturer and marketer of medical and
other devices, creating the largest publicly-traded minimally invasive
surgery company in the fields of urology and gynecology. Circon also
designs, assembles and markets miniature color video systems used with
endoscope systems.
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<PAGE>
6. (a) Defendant Richard A. Auhll ("Auhll") is the chairman of
Circon's Board of Directors, President, and Chief Executive Officer. For the
year ended December 31, 1995, Auhll earned a salary of $298,000 and
approximately $20,000 in other compensation, including 401K contributions and
insurance premiums paid by the Company on Auhll's behalf. In addition, Auhll
also received compensation in the form of stock options pursuant to the
Company's Directors Stock Option Plan, as well as warrants to purchase the
Company's common stock.
(b) Defendant R. Bruce Thompson ("Thompson") is an Executive Vice
President and Chief Financial Officer of Circon. Prior to 1977, Thompson
held positions with Heyer-Schulte Corporation, a company founded by defendant
Rudolf R. Schulte. For the year ended December 31, 1995, Thompson earned a
salary of $166,000 and approximately $8,000 in other compensation, including
401K contributions and insurance premiums paid by the Company on Auhll's [sic]
behalf. In addition, Thompson also received compensation in the form of stock
options pursuant to the Company's Directors Stock Option Plan [sic]
(c) Defendant Harold R. Frank is a member of the Circon Board of
Directors and has been since 1984.
(d) Defendant Rudolf R. Schulte ("Schulte") is a member of the Circon
Board of Directors and has been since 1977. Schulte has a long personal and
professional relationship with Thompson who, prior to his joining Circon's
board, held various positions at Heyer-Schulte Corporation, a company founded by
Schulte. Schulte received compensation in 1995 in the form of stock options
pursuant to the Company's Directors Stock Option Plan.
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<PAGE>
(e) Defendant Paul W. Hartloff, Jr. ("Hartloff") is a member of the
Circon Board of Directors and has been since 1991. Hartloff also served as the
Company's Secretary from 1977 to 1988. Hartloff received compensation in 1995
in the form of stock options pursuant to the Company's Directors Stock Option
Plan.
(f) Defendant John P. Blokker ("Blokker") is a member of the Circon
Board of Directors and has been since 1991. Blokker received compensation in
1995 in the form of stock options pursuant to the Company's Directors Stock
Option Plan.
7. The Individual Defendants named in paragraph 6 above are officers
and/or directors of Circon and, as such, are in a fiduciary relationship with
plaintiff and the other public stockholders of Circon and owe to plaintiff and
other members of the class the highest obligations of good faith, fair dealing
and full disclosure.
CLASS ACTION ALLEGATIONS
8. Plaintiff brings this action for injunctive and other relief on his
own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court
of Chancery and on behalf of all common stockholders of Circon (except
defendants herein and any person, firm, trust, corporation or other entity
related to or affiliated with any of the defendants) or their successors in
interest, who are being deprived of the opportunity to maximize the value of
their Circon shares by the wrongful acts of the individual defendants described
herein ("Class").
9. This action is properly maintainable as a class action for the
following reasons:
(a) The Class for whose benefit this action is brought is so numerous
that joinder of all class members is impracticable. There are more than
12.5 million common shares of Circon
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<PAGE>
outstanding, owned by over 1,200 of [sic] stockholders of record. Members of
the class are disbursed throughout the United States.
(b) There are questions of law and fact which are common to members
of the Class and which predominate over all questions affecting only individual
members, including whether the defendants have breached the fiduciary duties
owed by them to plaintiff and members of the Class by reason of their efforts to
entrench themselves in office and prevent Circon public stockholders from
maximizing the value of their holdings.
(c) The claims of plaintiff are typical of the claims of the other
members of the Class and plaintiff has no interests that are adverse or
antagonistic to the interests of the Class.
(d) Plaintiff is committed to the vigorous prosecution of this action
and has retained competent counsel experienced in litigation in this nature.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.
(e) The prosecution of separate actions by individual members of the
Class would create a risk of inconsistent or varying adjudications with respect
to individual members of the Class which would establish incompatible standards
of conduct for the party opposing the Class.
(f) Defendants have acted and are about to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive or other
equitable relief with respect to the Class as a whole.
FACTUAL BACKGROUND
10. Circon is a company which specializes in providing products used in
minimally invasive surgeries, or surgeries accomplished without a major
incision or other traumatization to the
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<PAGE>
patient. Among other things, Circon designs, manufactures and markets
medical endoscope systems. Endoscopy is one of the most important minimally
invasive surgical techniques. In some cases, endoscopic surgeries are
performed without the use of general anesthesia, and can often cost saving
[sic] and substantially reduce or eliminate postoperative hospitalization.
11. Specialized endoscopes for various diagnostic and surgical procedures
include, among other things, laparoscopes, which are used for abdominal cavity
surgeries below the diaphragm and which are designed and manufactured by Circon.
12. USS is a leading manufacturer and marketer of specialized wound
management products designed for use in the field of minimally invasive
surgeries. Among other things, USS also designs and markets laparoscopes,
and has an extensive sales force employed for that purpose. USS had sales of
$1.02 billion in 1995, as compared with Circon's $160 million in sales, and
is a worldwide company with approximately 50% of its sales outside the United
States. USS also beneficially owns 1,000,100 shares of Circon common stock,
or approximately 8% of the Company's 12,586,677 shares outstanding (as of May
13, 1996), not including an additional 1,669,649 shares (as of December 31,
1995) outstanding under the Company's stock option plans and warrants (as of
December 31, 1995) to purchase 228,767 shares.
13. On August 1, 1992, USS approached Circon to explore a potential merger
of the two companies. The next day, on August 2, 1996 USS announced the
commencement of a cash tender offer for all the outstanding shares of Circon at
$18 per share -- a transaction which has an estimated worth of approximately
$235 million.
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<PAGE>
14. Although the Company has taken steps to improve the Company's value,
such as entering into the merger with Cabot, the Company still little
international presence, as its international sales account for less than 20% of
its total sales. Also, the Cabot merger has not significantly improved the
trading price of Circon' [sic] stock, which closed on August 1, 1996 at
$12 1/8 per share, and had hit a 52-week low of $8.50 per share just one week
prior, on July 24, 1996. Thus, USS's offer would represent a premium in
excess of 110% over its unaffected market price.
15. In its August 2, 1996 Tender Offer Statement, USS indicated that it
would be willing to negotiate with Circon with respect to the acquisition of the
Company.
16. In immediate response to the USS proposal, Circon said it would review
USS's proposal and encouraged stockholders to wait for the Company's decision
before tendering their shares.
17. However, in a 14D-9 statement filed with the Securities Exchange
Commission [sic] and dated August 14, 1996 (the "14D-9"), Circon announced
that the Board of Directors unanimously recommended that Circon shareholders
reject the USS offer and not tender their shares.
18. Further, the 14D-9 disclosed that in immediate response to USS's
proposal, the Individual Defendants had promptly moved to strengthen and secure
their positions of control over Circon by adopting a Stockholders Rights Plan.
The 14D-9 states that in meetings held on August 5, 8 and 13, 1996, the Board
met to analyze USS's proposal and to consider implementation of a Stockholders
Rights Plan (more commonly known as a "poison pill"), and that at its August 13,
1996 Board Meeting, it had determined that implementation of a Stockholders
Rights Plan would be in the best interests of the Company.
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<PAGE>
19. Pursuant to the terms of Circon's poison pill, the rights will be
triggered when it is announced that a person or group has acquired 15% or more
of Circon common stock, or commences a tender offer that would result in such
person or group owning 15% or more of the Company's outstanding stock.
20. In summarizing Circon's poison pill, the Company claims in its 14D-9
statement that its Board-approved Stockholders Rights Plan is designed to
"protect and maximize the value of the outstanding equity interests of the
Company and the long-term strategic plan of the Company," and that "[t]akeover
attempts pose a threat to the Company's long-term strategic plan." However,
the plan adopted by the Company has a low "trigger" threshold (i.e., 15%) which
would make a takeover of Circon prohibitively expensive without the Individual
Defendants' approval. Thus, defendants have absolute discretion to determine
whether an acquisition proposal, even one favorable to class members, can be
effectuated.
21. Defendants' reflexive rejection of the USS proposal and their adoption
of the poison pill at a low trigger percentage, without either further
exploration of the parameters of the proposal or adoption of an alternative
transaction designed to provide class members with equivalent or greater value,
was not a reasonable response to the highly-priced USS proposal, which USS
stated was negotiable, and constitutes a breach of defendants' fiduciary duties
owed to plaintiff and other members of the Class.
22. At all times herein, defendants were and are obligated to adequately
consider, in a timely fashion and on an informed basis, any reasonable proposal
from any party, not to place their own self-interests and personal
considerations ahead of the interests of the stockholders and to make
-8-
<PAGE>
corporate decisions in good faith. The actions of the Individual Defendants
in just rejecting the offer and implementing the poison pill were
fundamentally motivated to further their own self-interests and objectives,
and correspondingly preserve and protect their emoluments and positions in
the Company, all in violation of their fiduciary duties and to the detriment
of the shareholders of the Company.
23. The Individual Defendants' entrenchment motives are evidenced by,
INTER ALIA, the following:
(a) Through the adoption of the poison pill, defendants have erected
a virtually insurmountable barrier to persons who may wish to acquire Circon,
obtain control or take steps to maximize shareholder value, and are thereby
attempting to entrench themselves in their positions of control and improperly
advance their own personal agenda at the expense of Circon's public
stockholders;
(b) In announcing the poison pill defendants stated that the
poison pill is designed to protect Circon stockholders from ". . . [t]akeover
attempts . . . that do not adequately reflect the inherent value of the
Company or coercive tactics to deprive the Company's Board of Directors and
its stockholders of any real opportunity to determine the destiny of the
Company . . . ." Defendants have wrongfully misled Circon's stockholders and
the investing community as to the true purpose and effect of these
provisions. Defendants' statements are belied by the fact that the Company
took no steps to use the poison pill either as a bargaining chip to increase
an offer that on its face would already provide class members with a very
significant premium or as a shield to provide the Company with time within
which to structure another valuable transaction. Instead, defendants simply
rejected the offer, making vague reference to the inherent value of the
Company without
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<PAGE>
providing any reason to believe that the Company's stock will achieve that
unstated value any time within the near or even distant future. Defendants'
characterizations were, in fact, a smoke-screen to obfuscate their true
motives and objectives and thereby deter shareholder opposition to the poison
pill, and
(c) The poison pill was formulated and implemented almost
immediately after and in direct response to the USS proposal. The Individual
Defendants' implementation of the poison pill was not an ordinary business
decision made during a regular meeting of the Circon Board of Directors.
Instead, the Individual Defendants hastily reacted in "knee-jerk" fashion to
USS's proposal by enacting the poison pill and thus, strengthening and securing
their positions of control over Circon.
24. In adopting the poison pill, the Individual Defendants have acted to
manipulate the corporate machinery of Circon, thereby impairing the corporate
democratic process within the Company at the expense and to the detriment of the
Company's common stockholders. By adopting the poison pill, the Individual
Defendants have restrained and impaired the ability of Circon stockholders to
affect corporate policy, and freely structure the directorial constituency of
the Company. The poison pill, INTER ALIA, impedes shareholder ability to
accumulate shares and associate together to replace incumbent management, oppose
any management initiative, or otherwise affect corporate policy through
stockholder resolutions. By effectively preventing any single party from owning
and thereby voting greater than 15% of the outstanding common shares, management
clearly has a significant advantage in any proxy contest which threatens to
eliminate or diminish their control over Circon. The poison pill thereby
thwarts shareholder opposition and serves to perpetuate senior management's
control over the business and operations of the Company.
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25. Defendants' fiduciary obligations require them to:
(a) undertake an appropriate evaluation of ANY bona fide offers, and
take appropriate steps to solicit all potential bids for the Company or its
assets or consider strategic alternatives;
(b) act independently, including appointing a disinterested committee
so that the interests of Circon's public stockholders would be protected; and
(c) adequately ensure that no conflicts of interest exist between
defendants' own interests and their fiduciary obligations to the public
stockholders of Circon.
26. The USS proposal represents an opportunity to effect a change of
control of Circon, its business and affairs. In a change of control
transaction, the Individual Defendants necessarily and inherently suffer from a
conflict of interest between their own personal desires to retain their offices
in Circon, with the emoluments and prestige which accompany those offices, and
their fiduciary obligation to maximize shareholder value in a change of control
transaction. Because of such conflict of interest, it is unlikely that
defendants will be able to represent the interests of Circon's public
stockholders with the impartiality that their fiduciary duties require, nor will
they be able to ensure that their conflicts of interest will be resolved in the
best interests of Circon's public stockholders.
27. By virtue of the acts and conduct alleged herein, the Individual
Defendants, who direct the actions of the Company, are carrying out a
preconceived plan and scheme to entrench themselves in office and to protect and
advance their own parochial interests at the expense of Circon. Defendants'
conduct wrongfully infringes on the Company's stockholders' ability to influence
corporate policy through the proxy mechanism.
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<PAGE>
28. As a result of the foregoing, the Individual Defendants have breached
their fiduciary duties owed to Circon's public stockholders.
29. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the other members of the Class and
entrench themselves in their corporate offices, all to the irreparable harm of
the Class.
30. Plaintiff and the other members of the Class have no adequate
remedy at law.
WHEREFORE, plaintiff demands judgment as follows:
(a) declaring this to be a proper class action;
(b) ordering the Individual Defendants to carry out their fiduciary
duties to plaintiff and the other members of the Class by announcing their
intention to:
(i) undertake an appropriate evaluation of alternatives designed
to maximize value for Circon's public stockholders; and
(ii) adequately ensure that no conflicts of interests exist
between defendants' own interests and their fiduciary obligations to public
stockholders or, if such conflicts exist, ensure that all the conflicts would be
resolved in the best interests of Circon's public stockholders;
(c) ordering defendants, jointly and severally, to account to
plaintiff and the other members of the Class for all damages suffered and to be
suffered by them as a result of the acts and transactions alleged herein;
(d) ordering defendants to deploy the poison pill only for the
benefit of Circon's shareholders in a manner which will maximize shareholder
value;
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(e) awarding plaintiff the costs and disbursements of this action,
including a reasonable allowance for plaintiff's attorney's fees and experts'
fees; and
(f) granting such other and further relief as this Court may deem to
be just and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By: /s/
_________________________________
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
GOODKIND LABATON RUDOFF & SUACHAROW LLP
100 Park Avenue
New York, NY 10017-5563
(212) 907-0700
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EXHIBIT 12
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------
CHARLES MILLER, )
)
Plaintiff, )
)
- against - ) Civil Action No. 15166-NC
)
RICHARD A. AUHLL, R. BRUCE )
THOMPSON, HAROLD R. FRANK, )
RUDOLF R. SCHULTE, PAUL W. )
HARTLOFF, JR., JOHN BLOKKER and )
CIRCON CORPORATION, )
)
Defendants. )
)
- ------------------------------------
COMPLAINT
Plaintiff, by and through his attorneys, alleges as follows:
1. Plaintiff brings this action as a class action on behalf of himself
and all other shareholders of Circon Corporation ("Circon" or the "Company")
who are similarly situated, to enjoin defendants' efforts (a) to entrench
themselves in their offices as Circon directors, (b) solidify their control
of Circon, and (c) thwart any takeover of the Company by, among other things,
implementing and maintaining anti-takeover devices, in particular, the poison
pill or shareholder rights plan, described below, despite a favorable offer
to purchase the Company.
2. On August 2, 1996, USS Acquisition Corp., a wholly owned subsidiary
of United States Surgical Corporation (collectively, "USS"), announced the
commencement of a $235 million cash tender offer for all the outstanding
shares of Circon at an offering price of $18 per share -- a premium of
approximately 83% over the average closing price of Circon's common stock
for the 10 days preceding
<PAGE>
the USS proposal. Defendants' reaction was to summarily reject this proposal
that, on its face, appears very valuable to Circon's public shareholders, and
to adopt a shareholders rights plan. No effort was made to negotiate with
USS or even explore with it the extent to which it would increase this
relatively high offer even more, or to implement another transaction of
equivalent or greater value.
3. Defendants' actions are designed to entrench themselves in office
and to continue to receive the substantial salaries, compensation and other
benefits and perquisites of their offices.
PARTIES
4. Plaintiff is the owner of Circon common stock, and has owned such
stock at all times relevant herein.
5. Circon designs, manufactures and markets medical endoscope and
electrosurgery systems for diagnosis and minimally invasive surgery. On
August 28, 1995, the Company completed a merger with Cabot Medical
Corporation ("Cabot"), a designer, manufacturer and marketer of medical and
other devices, creating the largest publicly-traded minimally invasive
surgery company in the fields of urology and gynecology. Circon also
designs, assembles and markets miniature color video systems used with
endoscope systems.
6. (a) Defendant Richard A. Auhll ("Auhll") is the chairman of
Circon's Board of Directors, President, and Chief Executive Officer. For the
year ended December 31, 1995, Auhll earned a salary of $298,000 and
approximately $20,000 in other compensation, including 401K contributions and
insurance premiums paid by the Company on Auhll's behalf. In addition, Auhll
also received compensation in the form of stock options pursuant to the
Company's Directors Stock Option Plan, as well as warrants to purchase the
Company's common stock.
-2-
<PAGE>
(b) Defendant R. Bruce Thompson ("Thompson") is an Executive Vice
President and Chief Financial Officer of Circon. Prior to 1977, Thompson
held positions with Heyer-Schulte Corporation, a company founded by defendant
Rudolf R. Schulte. For the year ended December 31, 1995, Thompson earned a
salary of $166,000 and approximately $8,000 in other compensation, including
401K contributions and insurance premiums paid by the Company on Auhll's [sic]
behalf. In addition, Thompson also received compensation in the form of
stock options pursuant to the Company's Directors Stock Option Plan.
(c) Defendant Harold R. Frank is a member of the Circon Board of
Directors and has been since 1984.
(d) Defendant Rudolf R. Schulte ("Schulte") is a member of the
Circon Board of Directors and has been since 1977. Schulte has a long
personal and professional relationship with Thompson who, prior to his
joining Circon's board, held various positions at Heyer-Schulte Corporation,
a company founded by Schulte. Schulte received compensation in 1995 in the
form of stock options pursuant to the Company's Directors Stock Option Plan.
(e) Defendant Paul W. Hartloff, Jr. ("Hartloff") is a member of
the Circon Board of Directors and has been since 1991. Hartloff also served
as the Company's Secretary from 1977 to 1988. Hartloff received compensation
in 1995 in the form of stock options pursuant to the Company's Directors
Stock Option Plan.
(f) Defendant John F. Blokker ("Blokker") is a member of the
Circon Board of Directors and has been since 1991. Blokker received
compensation in 1995 in the form of stock options pursuant to the Company's
Directors Stock Option Plan.
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<PAGE>
7. The Individual Defendants named in paragraph 6 above are officers
and/or directors of Circon and, as such, are in a fiduciary relationship with
plaintiff and the other public stockholders of Circon and owe to plaintiff
and other members of the class the highest obligations of good faith, fair
dealing and full disclosure.
CLASS ACTION ALLEGATIONS
8. Plaintiff brings this action for injunctive and other relief on his
own behalf and as a class action, pursuant to Rule 23 of the Rules of the
Court of Chancery and on behalf of all common stockholders of Circon (except
defendants herein and any person, firm, trust, corporation or other entity
related to or affiliated with any of the defendants) or their successors in
interest, who are being deprived of the opportunity to maximize the value of
their Circon shares by the wrongful acts of the individual defendants
described herein ("Class").
9. This action is properly maintainable as a class action for the
following reasons:
(a) The Class for whose benefit this action is brought is so
numerous that joinder of all class members is impracticable. There are more
than 12.5 million common shares of Circon outstanding, owned by over 1,200 of
[sic] stockholders of record. Members of the class are disbursed throughout the
United States.
(b) There are questions of law and fact which are common to
members of the Class and which predominate over all questions affecting only
individual members, including whether the defendants have breached the
fiduciary duties owed by them to plaintiff and members of the Class by reason
of their efforts to entrench themselves in office and prevent Circon public
stockholders from maximizing the value of their holdings.
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<PAGE>
(c) The claims of plaintiff are typical of the claims of the
other members of the Class and plaintiff has no interests that are adverse or
antagonistic to the interests of the Class.
(d) Plaintiff is committed to the vigorous prosecution of this
action and has retained competent counsel experienced in litigation in this
nature. Accordingly, plaintiff is an adequate representative of the Class
and will fairly and adequately protect the interests of the Class.
(e) The prosecution of separate actions by individual members of
the Class would create a risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for the party opposing the Class.
(f) Defendants have acted and are about to act on grounds
generally applicable to the Class, thereby making appropriate final
injunctive or other equitable relief with respect to the Class as a whole.
FACTUAL BACKGROUND
10. Circon is a company which specializes in providing products used in
minimally invasive surgeries, or surgeries accomplished without a major
incision or other traumatization to the patient. Among other things, Circon
designs, manufactures and markets medical endoscope systems. Endoscopy is
one of the most important minimally invasive surgical techniques. In some
cases, endoscopic surgeries are performed without the use of general
anesthesia, and can often cost saving [sic] and substantially reduce or
eliminate postoperative hospitalization.
11. Specialized endoscopes for various diagnostic and surgical
procedures include, among other things, laparoscopes, which are used for
abdominal cavity surgeries below the diaphragm and which are designed and
manufactured by Circon.
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<PAGE>
12. USS is a leading manufacturer and marketer of specialized wound
management products designed for use in the field of minimally invasive
surgeries. Among other things, USS also designs and markets laparoscopes,
and has an extensive sales force employed for that purpose. USS had sales of
$1.02 billion in 1995, as compared with Circon's $160 million in sales, and
is a worldwide company with approximately 50% of its sales outside the United
States. USS also beneficially owns 1,000,100 shares of Circon common stock,
or approximately 8% of the Company's 12,588,677 shares outstanding (as of May
13, 1996), not including an additional 1,669,649 shares (as of December 31,
1995) outstanding under the Company's stock option plans and warrants (as of
December 31, 1995) to purchase 228,767 shares.
13. On August 1, 1992, USS approached Circon to explore a potential
merger of the two companies. The next day, on August 2, 1996 USS announced
the commencement of a cash tender offer for all the outstanding shares of
Circon at $18 per share -- a transaction which has an estimated worth of
approximately $235 million.
14. Although the Company has taken steps to improve the Company's
value, such as entering into the merger with Cabot, the Company still has
little international presence, as its international sales account for less
than 20% of its total sales. Also, the Cabot merger has not significantly
improved the trading price of Circon' [sic] stock, which closed on August 1,
1996 at $12 1/8 per share, and had hit a 52-week low of $8.50 per share just
one week prior, on July 24, 1996. Thus, USS's offer would represent a premium
in excess of 110% over its unaffected market price.
15. In its August 2, 1996 Tender Offer Statement, USS indicated that it
would be willing to negotiate with Circon with respect to the acquisition of
the Company.
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16. In immediate response to the USS proposal, Circon said it would
review USS's proposal and encouraged stockholders to wait for the Company's
decision before tendering their shares.
17. However, in a 14D-9 statement filed with the Securities Exchange
Commission [sic] and dated August 14, 1996 (the "14D-9"), Circon announced that
the Board of Directors unanimously recommended that Circon shareholders
reject the USS offer and not tender their shares.
18. Further, the 14D-9 disclosed that in immediate response to USS's
proposal, the Individual Defendants had promptly moved to strengthen and
secure their positions of control over Circon by adopting a Stockholders
Rights Plan. The 14D-9 states that in meetings held on August 5, 8 and 13,
1996, the Board met to analyze USS's proposal and to consider implementation
of a Stockholders Rights Plan (more commonly known as a "poison pill"), and
that at its August 13, 1996 Board Meeting, it had determined that
implementation of a Stockholders Rights Plan would be in the best interests
of the Company.
19. Pursuant to the terms of Circon's poison pill, the rights will be
triggered when it is announced that a person or group has acquired 15% or
more of Circon common stock, or commences a tender offer that would result in
such person or group owning 15% or more of the Company's outstanding stock.
20. In summarizing Circon's poison pill, the Company claims in its
14D-9 statement that its Board-approved Stockholders Rights Plan is designed
to "protect and maximize the value of the outstanding equity interests of the
Company and the long-term strategic plan of the Company," and that "[t]akeover
attempts pose a threat to the Company's long-term strategic plan."
However, the plan adopted by the Company has a low "trigger" threshold
(i.e., 15%) which would make a takeover of Circon prohibitively expensive
without the Individual Defendants' approval. Thus, defendants have
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absolute discretion to determine whether an acquisition proposal, even one
favorable to class members, can be effectuated.
21. Defendants' reflexive rejection of the USS proposal and their
adoption of the poison pill at a low trigger percentage, without either
further exploration of the parameters of the proposal or adoption of an
alternative transaction designed to provide class members with equivalent or
greater value, was not a reasonable response to the highly-priced USS
proposal, which USS stated was negotiable, and constitutes a breach of
defendants' fiduciary duties owed to plaintiff and other members of the Class.
22. At all times herein, defendants were and are obligated to
adequately consider, in a timely fashion and on an informed basis, any
reasonable proposal from any party, not to place their own self-interests and
personal considerations ahead of the interests of the stockholders and to
make corporate decisions in good faith. The actions of the Individual
Defendants in just rejecting the offer and implementing the poison pill were
fundamentally motivated to further their own self-interests and objectives,
and correspondingly preserve and protect their emoluments and positions in
the Company, all in violation of their fiduciary duties and to the detriment
of the shareholders of the Company.
23. The Individual Defendants' entrenchment motives are evidenced by,
INTER ALIA, the following:
(a) Through the adoption of the poison pill, defendants have
erected a virtually insurmountable barrier to persons who may wish to acquire
Circon, obtain control or take steps to maximize shareholder value, and are
thereby attempting to entrench themselves in their positions of control and
improperly advance their own personal agenda at the expense of Circon's
public stockholders;
(b) In announcing the poison pill defendants stated that the
poison pill is designed to protect Circon stockholders from " . . . [t]akeover
attempts . . . that do not adequately reflect the inherent
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<PAGE>
value of the Company or coercive tactics to deprive the Company's Board of
Directors and its stockholders of any real opportunity to determine the
destiny of the Company...." Defendants have wrongfully misled Circon's
stockholders and the investing community as to the true purpose and effect of
these provisions. Defendants' statements are belied by the fact that the
Company took no steps to use the poison pill either as a bargaining chip to
increase an offer that on its face would already provide class members with a
very significant premium or as a shield to provide the Company with time
within which to structure another valuable transaction. Instead, defendants
simply rejected the offer, making vague reference to the inherent value of
the Company without providing any reason to believe that the Company's stock
will achieve that unstated value any time within the near or even distant
future. Defendants' characterizations, were, in fact, a smoke-screen to
obfuscate their true motives and objectives and thereby deter shareholder
opposition to the poison pill, and
(c) The poison pill was formulated and implemented almost
immediately after and in direct response to the USS proposal. The Individual
Defendants' implementation of the poison pill was not an ordinary business
decision made during a regular meeting of the Circon Board of Directors.
Instead, the individual Defendants hastily reacted in "knee-jerk" fashion to
USS's proposal by enacting the poison pill and thus, strengthening and
securing their positions of control over Circon.
24. In adopting the poison pill, the Individual Defendants have acted
to manipulate the corporate machinery of Circon, thereby impairing the
corporate democratic process within the Company at the expense and to the
detriment of the Company's common stockholders. By adopting the poison pill,
the Individual Defendants have restrained and impaired the ability of Circon
stockholders to affect corporate policy, and freely structure the directorial
constituency of the Company. The poison pill, INTER ALIA, impedes
shareholder ability to accumulate shares and associate together to replace
incumbent
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management, oppose any management initiative, or otherwise affect corporate
policy through stockholder resolutions. By effectively preventing any single
party from owning and thereby voting greater than 15% of the outstanding
common shares, management clearly has a significant advantage in any proxy
contest which threatens to eliminate or diminish their control over Circon.
The poison pill thereby thwarts shareholder opposition and serves to
perpetuate senior management's control over the business and operations of
the Company.
25. Defendants' fiduciary obligations require them to:
(a) undertake an appropriate evaluation of ANY bona fide offers,
and take appropriate steps to solicit all potential bids for the Company or
its assets or consider strategic alternatives;
(b) act independently, including appointing a disinterested
committee so that the interests of Circon's public stockholders would be
protected; and
(c) adequately ensure that no conflicts of interest exist between
defendants' own interests and their fiduciary obligations to the public
stockholders of Circon.
26. The USS proposal represents an opportunity to effect a change of
control of Circon, its business and affairs. In a change of control
transaction, the Individual Defendants necessarily and inherently suffer from
a conflict of interest between their own personal desires to retain their
offices in Circon, with the emoluments and prestige which accompany those
offices, and their fiduciary obligation to maximize shareholder value in a
change of control transaction. Because of such conflict of interest, it is
unlikely that defendants will be able to represent the interests of Circon's
public stockholders with the impartiality that their fiduciary duties
require, nor will they be able to ensure that their conflicts of interest
will be resolved in the best interests of Circon's public stockholders.
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<PAGE>
27. By virtue of the acts and conduct alleged herein, the Individual
Defendants, who direct the actions of the Company, are carrying out a
preconceived plan and scheme to entrench themselves in office and to protect
and advance their own parochial interests at the expense of Circon.
Defendants' conduct wrongfully infringes on the Company's stockholders'
ability to influence corporate policy through the proxy mechanism.
28. As a result of the foregoing, the Individual Defendants have
breached their fiduciary duties owed to Circon's public stockholders.
29. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the other members of the Class
and entrench themselves in their corporate offices, all to the irreparable
harm of the Class.
30. Plaintiff and the other members of the Class have no adequate
remedy at law.
WHEREFORE, plaintiff demands judgment as follows:
(a) declaring this to be a proper class action;
(b) ordering the Individual Defendants to carry out their
fiduciary duties to plaintiff and the other members of the Class by
announcing their intention to:
(i) undertake an appropriate evaluation of alternatives
designed to maximize value for Circon's public stockholders; and
(ii) adequately ensure that no conflicts of interests exist
between defendants' own interests and their fiduciary obligations to public
stockholders or, if such conflicts exist, ensure that all the conflicts would
be resolved in the best interests of Circon's public stockholders;
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(c) ordering defendants, jointly and severally, to account to
plaintiff and the other members of the Class for all damages suffered and to
be suffered by them as a result of the acts and transactions alleged herein;
(d) ordering defendants to deploy the poison pill only for the
benefit of Circon's shareholders in a manner which will maximize shareholder
value;
(e) awarding plaintiff the costs and disbursements of this
action, including a reasonable allowance for plaintiff's attorney's fees and
experts' fees; and
(f) granting such other and further relief as this Court may deem
to be just and proper.
ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: /s/
--------------------------------------
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
WECHSLER HARWOOD HALEBIAN & FEFFER
805 Third Avenue
7th Floor
New York, New York 10022
(212) 935-7400
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EXHIBIT 13
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------
F. RICHARD MANSON )
)
Plaintiff, )
v. )
) C. A. No. 15167-NC
RICHARD A. AUHLL, JOHN F. )
BLOKKER, HAROLD R. FRANK, PAUL )
W. HARTLOFF, JR., RUDOLF R. )
SCHULTE, and CIRCON CORPORATION, )
)
Defendants. )
)
- ------------------------------------
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except
with respect to his ownership of Circon Corporation ("Circon" or the
"Company") common stock as follows:
PARTIES
1. Plaintiff is the owner of common stock of Circon.
2. Circon is a Delaware corporation with its principal offices at 6500
Hollister Avenue, Santa Barbara, California. Circon designs, manufactures
and markets medical endoscope systems, electrosurgery systems and miniature
color video systems for diagnosis and minimally invasive surgery
applications. As of May 13, 1996, Circon had approximately 12.5 million
shares of common stock outstanding held by approximately 1200 shareholders of
record.
3. Defendant Richard A. Auhll is President, Chief Executive Officer and
Chairman of the Board of Directors of Circon. Defendant Auhll is deemed to be
the beneficial owner of 12% of Circon
<PAGE>
common stock.
4. Defendants John F. Blokker, Harold R. Frank, Paul W. Hartloff,
Jr., and Rudolf R. Schulte are directors of Circon.
5. Defendants Auhll, Blokker, Frank, Hartloff and Schulte are
collectively referred to as the "Director Defendants".
CLASS ACTION ALLEGATIONS
6. Plaintiff bring [sic] this action on his own behalf and as a class
action on behalf of all shareholders of defendant Circon (except defendants
herein and any person, firm, trust, corporation or other entity related to or
affiliated with any of the defendants) or their successors in interest, who
have been or will be adversely affected by the conduct of defendants alleged
herein.
7. This action is properly maintainable as a class action for the
following reasons:
(a) The class of shareholders for whose benefit this action is
brought is so numerous that joinder of all class members is impracticable.
As of March 31, 1996, there were over 12 million shares of defendant Circon's
common stock outstanding owned by approximately 1200 shareholders of record
scattered throughout the United States.
(b) There are questions of law and fact which are common to
members of the Class and which predominate over any questions affecting any
individual members. The common questions include, INTER ALIA, the following:
i. Whether the Director Defendants have breached fiduciary
duties owed by them to plaintiff and members of the Class, and/or have aided
and abetted in such breach, by virtue of their participation and/or
acquiescence and by their other conduct complained of herein;
ii. Whether the Director Defendants have wrongfully failed to
act in the best interests of Circon and its shareholders; and
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<PAGE>
iii. Whether plaintiff and the other members of the Class
will be irreparably damaged by the wrongful conduct complained of herein.
8. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of
plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interest as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.
9. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate injunctive relief with
respect to the Class as a whole.
10. The prosecution of separate actions by individual members of the
Class would create a risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for defendants or adjudications with respect to
individual members of the Class which would as a practical matter be
dispositive of the interests of the other members not parties to the
adjudications.
11. Plaintiff anticipates that there will not be any difficulty in the
management of this litigation.
12. For the reasons stated herein, a class action is superior to other
available methods for the fair and efficient adjudication of this action.
SUBSTANTIVE ALLEGATIONS
13. On August 1, 1996, Leon Hirsch, President and Chief Executive
Officer of United States Surgical Corporation ("U.S. Surgical") advised
defendant Auhll that U.S. Surgical was launching an unsolicited takeover bid
for Circon at $18 a share for a total value of approximately $230 million
(the "Offer"). The Offer, which commenced on August 2, 1996, is contingent
upon the receipt of at least 67%
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of Circon's shares on a fully diluted basis and is scheduled to expire on
August 29, 1996. The $18 per share offer represented an 83% premium over the
average closing price of Circon's stock during the last ten trading days
prior to the August 2 announcement. At that time, one analyst, Piper
Jaffray, reportedly valued Circon at about $15 a share, or $3 per share less
than the current tender offer price.
14. On or about August 15, 1996, the Circon board filed its Schedule
14D-9 in which it recommended that Circon's shareholders reject U.S.
Surgical's offer and stated that Circon is not for sale. Circon also
announced that the Circon board had adopted a shareholder rights plan
pursuant to which shareholders of record on August 26 will receive a dividend
distribution of preferred stock purchase rights which are exercisable if a
person acquires 15% or more of Circon's common stock. The shareholder rights
plan serves as a virtually insurmountable obstacle to any offer to acquire
Circon, including the U.S. Surgical Offer.
15. Notwithstanding U. S. Surgical's statements in its Offer to
Purchase of its intention to seek to negotiate with Circon with respect to
the acquisition of the Company, there is no indication in the Circon 14D-9
that any efforts were undertaken by Circon or its advisors to negotiate with
Circon a higher price or even to discuss the Offer with U.S. Surgical.
16. Further, the Circon 14D-9 omits material information concerning
the board's decision to reject the offer. The 14D-9 states that Bear
Stearns, the financial advisor retained by the Circon board to evaluate the
Offer, opined that the consideration offered pursuant to the Offer is
inadequate from a financial point of view. The 14D-9 also states that the
Board determined that the Company's strategic plan offers the potential for
greater long-term benefits for the shareholders. However, the 14D-9 fails to
disclose the results of the analyses conducted by Bear Stearns in valuing
Circon, including any ranges of values for the Company. The 14D-9 also does
not disclose the projected long-term values of pursuing
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the Company's strategic plan, or any comparative analysis of the purported
"strategic plan" and the Offer. Thus, the Circon shareholders are not
provided with the information necessary to compare the Offer with Bear
Stearns valuation of the Company or the projected long-term value of the
Company or to determine whether the Offer or the Board's "strategic plan" are
in the best interests of the shareholders.
17. The Director Defendants have breached and are breaching fiduciary
duties owed to the public shareholders of Circon. The Director Defendants
were and are obligated to act in the best interests of Circon and its
shareholders, including due and proper consideration and exploration of all
alternatives to maximize shareholder value such as BONA FIDE offers or
proposals to acquire the Company or its assets, and whether such alternatives
are in the best interests of the shareholders. The Director Defendants,
however, apparently made no efforts to negotiate with U.S. Surgical
concerning the Offer price or even to discuss the Offer with U.S. Surgical
and thus, failed to adequately inform themselves concerning the Offer.
18. Moreover, the Director Defendants breached their duty of candor by
omitting material information from the 14D-9.
19. The conduct of the Director Defendants is, and unless corrected,
will continue to be, wrongful, unfair and harmful to Circon's public
shareholders.
20. In contemplating, planning and/or effecting the foregoing actions
and inactions, the Director Defendants are not acting in good faith and with
due care and loyalty toward plaintiff and the Class, and have breached, and
are breaching, fiduciary duties to plaintiff and the Class.
21. Because the Director Defendants (and those acting in concert with
them) dominate and control the business and corporate affairs of Circon and
because they are in possession of private corporate information concerning
Circon's businesses and future prospects, there exists an imbalance and
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<PAGE>
disparity of knowledge between the Director Defendants and U.S. Surgical and
the public shareholders of Circon.
22. As a result of the wrongful actions and inactions of the Director
Defendants, plaintiff and the Class have been and will be damaged.
23. Unless enjoined by this Court, the Director Defendants will
continue to breach fiduciary duties owed to plaintiff and the Class, all to
the irreparable harm of the Class.
24. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff demands judgment as follows:
(a) Declaring that this action may be maintained as a class action;
(b) Enjoining preliminarily and permanently the Director
Defendants duly to consider all alternatives to maximize shareholder value
and to negotiate with respect to all BONA FIDE offers or proposals for the
Company or its assets, and conduct a proper process, all in the best
interests of Circon shareholders;
(c) Enjoining the Director Defendants from the improper use of
defensive measures, including the Circon shareholder rights plan;
(d) Requiring the Director Defendants to supplement the 14D-9 by
disseminating all material information including the information specified
herein;
(e) Requiring defendants to compensate plaintiff and the members
of the Class for all losses and damages suffered and to be suffered by them
as a result of the wrongful conduct complained of herein, together with
prejudgment and post-judgment interest;
(f) Awarding plaintiff the costs and disbursements of this
action, including reasonable attorneys', accountants', and experts' fees; and
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(g) Granting such other and further relief as may be just and proper.
Dated: August 15, 1996
CHIMICLES, JACOBSEN & TIKELLIS
/s/ James C. Strum
---------------------------------------
Pamela S. Tikellis
James C. Strum
Robert J. Kriner, Jr.
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
(302) 656-2500
Attorneys for Plaintiff
OF COUNSEL:
WOLF, HALDENSTEIN, ADLER, FREEMAN
& HERZ LLP
270 Madison Avenue
New York, New York 10016
(212) 545-4600
LAW OFFICES OF CHARLES J. PIVEN
111 S. Calvert Street
Suite 2700
Baltimore, Maryland 21202
(410) 385-5251
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<PAGE>
EXHIBIT 14
FOR IMMEDIATE RELEASE:
CIRCON BELIEVES CLAIMS ARE WITHOUT MERIT
Santa Barbara, California (August 19, 1996) - Circon Corporation
(NASDAQ-NMS:CCON) announced today that it and certain of its officers and the
individuals who serve on its board of directors were named as defendants in
three lawsuits filed last week in Delaware Chancery Court. The three suits
were brought by individuals who claim to be stockholders of Circon. Each
suit seeks to be certified as a class action on behalf of all Circon
stockholders. The suits, which are similar in substance, allege that Circon
and the named individuals violated certain fiduciary duties to Circon's
stockholders in connection with the Company's response to an unsolicited
tender offer made by United States Surgical Corporation on August 2, 1996.
The complaints seek various forms of relief, including injunctive relief and
unspecified monetary damages. Circon has reviewed the allegations and claims
contained in the plaintiffs' complaints, and believes that they are without
merit. The Company and the named individuals intend to vigorously defend
against these claims.
Circon is the leading U.S. supplier of products for minimally invasive
urological and gynecological surgery, including such hardware products as
endoscopes and video systems, and such disposable products as urological stents,
laproscopic suction-irrigation devices, and a wide variety of gynecological
products.
# # #
CONTACTS:
Judy Wilkinson / Daniel Katcher
Abernathy MacGregor Group
(212) 371-5999
