SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ADVANCED MEDICAL, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
_______________________________________________________
2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
____________________________________________________
<PAGE>
4) Proposed maximum aggregate value of transaction:
____________________________________________________
5) Total fee paid:
____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
____________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________
3) Filing Party:
____________________________________________________
4) Date Filed:
____________________________________________________
<PAGE>
ADVANCED MEDICAL, INC.
10221 WATERIDGE CIRCLE
SAN DIEGO, CALIFORNIA 92121
(619) 458-7000
NOTICE OF SOLICITATION OF CONSENTS
To the Stockholders of Advanced Medical, Inc.:
This Notice of Solicitation of Consents and accompanying
Consent Statement (the "Consent Statement") are furnished to you by
Advanced Medical, Inc. (the "Company") in connection with its
solicitation of written consents ("Consents") from the holders of
its common stock, par value $.0.01 per share (the "Common Stock"),
to take action without a stockholders' meeting.
Specifically, the Company is asking holders of its Common
Stock to consent to a proposed amendment (the "Amendment") to the
Company's Certificate of Incorporation to change the Company's
legal name to "ALARIS Medical, Inc."
The Board of Directors urges you to indicate your written
consent to the Amendment by marking, signing and dating the
enclosed consent card, and promptly mailing it so that it would be
received by the Company on or before __________________ in the
enclosed postage-paid envelope. If your stock is held jointly
with another person or as joint tenants, each of you should sign.
If you are signing as attorney, executor, administrator, trustee,
guardian, corporate officer, or other similar capacity, please
indicate your title. The proposed corporate action may be taken
only if the holders of a majority of the outstanding shares of
Common Stock at the close of business on March 27, 1997, which is
the record date for this solicitation (the "Record Date"), submit
to the Company a written consent to such action. The Consent
Statement and the related consent card are first being furnished to
all holders of record of Common Stock as of the Record Date, on or
about _________________.
Executed Consents will be accepted by the Company through the close
of business on _____________.
If your shares of Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only that entity
can execute a Consent with respect to your shares. Accordingly,
please contact the person responsible for your account and give
instructions for a Consent to be signed representing your shares.
The Company urges you to confirm in writing your instructions to
the person responsible for your account and to provide a copy of
those instructions to the Company, so that the Company will be
aware of all instructions given and can attempt to ensure that such
instructions are followed.
<PAGE>
The Board of Directors unanimously recommends that you vote
FOR the proposed amendment to the Certificate of Incorporation.
By Order of the Board of
Directors
____________________________
John A. de Groot, Secretary
_______________________
San Diego, California
<PAGE>
ADVANCED MEDICAL, INC.
10221 WATERIDGE CIRCLE
SAN DIEGO, CALIFORNIA 92121
(619) 458-7000
CONSENT SOLICITATION STATEMENT
AMENDMENT TO ADVANCED MEDICAL, INC.'S
CERTIFICATE OF INCORPORATION TO CHANGE
ITS NAME TO ALARIS MEDICAL, INC.
Approximate date of Mailing of this Consent Statement:
_____________________.
INTRODUCTION
This Consent Statement is being furnished by the Board of
Directors of Advanced Medical, Inc., a Delaware corporation (the
"Company"), in connection with the proposed adoption of a
Certificate of Amendment (the "Amendment") to the Company's
Certificate of Incorporation (the "Certificate") by the written
consent of the holders of a majority of the company's outstanding
Common Stock, par value $0.01 per share (the "Common Stock").
The Company's Board of Directors has approved and recommended
that the Company's Certificate be amended to change the name of the
Company from Advanced Medical, Inc. to "ALARIS Medical, Inc."
Following a solicitation period of 20 days from the date of the
mailing of this Consent Statement, the proposed Amendment will
become effective upon (i) the approval of the Amendment by the
written consent of the holders of not less than a majority of the
Company's outstanding Common Stock and (ii) the filing of the
Amendment with the Secretary of State of the State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT TO THE PROPOSED
AMENDMENT.
REASONS FOR NAME CHANGE/EFFECT OF NAME CHANGE
Pursuant to a series of mergers (collectively, the "Merger")
occurring on November 26, 1996, the operations of IMED Corporation,
which was a subsidiary of the Company, and IVAC Medical Systems,
Inc. ("IVAC Medical Systems"), which was a subsidiary of IVAC
Holdings, Inc. ("IVAC Holdings"), were transferred to IVAC
Holdings, and IVAC Holdings became a wholly owned subsidiary of the
Company. The effect of the Merger is the integration of the
infusion systems and related technologies operations of IVAC
Medical Systems and IMED Corporation. The Company has determined
to change its name for the following reasons: (i) the Merger
creates a new organization and a new era for the Company, and (ii)
the new name creates an identity that reflects the Company's
standing in its industry.
<PAGE>
The name "alaris", derived from Latin meaning "to have wings",
signifies the Company's dedication to technological leadership and
advancement. The Company believes that the name's imagery
reinforces a commitment to quality products and services and
excellence in its field.
Additionally, in connection with the change of name of
Advanced Medical, Inc. to "ALARIS Medical, Inc.", it is anticipated
that IVAC Holdings will change its name to "ALARIS Medical Systems,
Inc."
The effect of the proposed Amendment is solely to change the
name of the Company. The Amendment does not have any other effect
on the Certificate. If the Amendment is approved by the
shareholders, Article 1 of the Certificate shall be restated to
read in its entirety as follows:
"The name of this corporation is ALARIS Medical, Inc."
The change of name will not affect in any way the validity or
transferability of stock certificates currently outstanding or the
capital structure of the Company. If the Amendment is approved,
stockholders with certificated shares may continue to hold their
existing certificates, which will continue to represent the same
number of shares, remain authentic and will not be required to be
returned to the Company or its transfer agent for reissuance. New
stock certificates issued upon transfer of shares of Common Stock
after the name change will bear the name "ALARIS Medical, Inc."
Delivery of existing stock certificates will continue to be
accepted in a sale transaction made by a shareholder after the
corporate name is changed.
GENERAL INFORMATION ABOUT SOLICITATION OF CONSENTS
CONSENT PROCEDURE; EFFECTIVENESS; RECORD DATE
Section 228 of the Delaware General Corporation Law ("DGCL")
states that, unless otherwise provided in a corporation's
certificate of incorporation, any action that may be taken at any
annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if consents in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted, and those consents are delivered to the
corporation by delivery to its registered offices in Delaware, its
principal place of business, or an officer or agent of the
corporation having custody of the books in which proceedings of
meetings of stockholders are recorded. The Company's Certificate
does not prohibit the use of such consents.
<PAGE>
A Record Date of March 27, 1997 was set by the Board of
Directors acting pursuant to DGCL Section 213(b). Only the holders
of record of Common Stock on the Record Date may execute Consents
to the Amendment.
The Amendment proposed herein will be adopted when properly
completed, unrevoked Consents approving the Amendment are signed by
the holders of record on the Record Date of a majority of the
shares of Common Stock then outstanding and those Consents are
presented to the Company. Although Section 228(c) of the DGCL
allows the Company to accept Consents for 60 days after the
earliest dated Consent is delivered to the Company, in order to
allow the Company to effect the proposed name change as soon as
possible, you are requested to return your consent by
_________________.
If the Amendment has received the necessary approval required
by the DGCL for its adoption by ___________________, it will file
the Amendment with the Delaware Secretary of State on that date.
If the Amendment is adopted by less than unanimous consent of the
Company's stockholders, the Company, pursuant to DGCL Section
228(d), will give prompt notice of the adoption of the Amendment to
those stockholders who have not returned executed Consents to the
Amendment to the Company by the close of business on
___________________.
VOTING RIGHTS
The unrevoked signed Consents representing the holders of
record on the Record Date of at least a majority of the outstanding
shares of Common Stock are necessary to effect the Amendment. On
the Record Date, the Company had outstanding and entitled to vote
____________ shares of Common Stock, each entitled to one vote upon
matters to be acted upon by stockholder vote.
APPROVAL ANTICIPATED
The Company anticipates that Jeffry M. Picower, the holder of
approximately 79.1% of the Company's outstanding Common Stock, will
give his approval of the Amendment by written consent before
_________________. If and when Mr. Picower delivers his Consent to
the Company, the Amendment will have received the necessary
approval required by the DGCL for its adoption.
<PAGE>
SOLICITATIONS OF CONSENTS
Solicitations of Consents will be made by the Company. The
Company has chosen to solicit Consents in order to effectuate a
name change in a timely fashion without the expense of calling a
special meeting of stockholders. The Company will bear all
expenses of this solicitation. Consents will be solicited by mail,
telephone or telecopier and in person. No employee of the Company
will receive any additional compensation for such solicitation.
Brokers, custodians, nominees and fiduciaries will be
requested to forward solicitation material to beneficial owners of
the Common Stock. The Company will reimburse brokers, custodians,
nominees and fiduciaries for their reasonable expenses for sending
solicitation material to the beneficial owners of Common Stock.
REVOCATION OF CONSENTS
An executed Consent may be revoked at any time before the
expiration of the Consent or the filing of the approved Amendment
with the Delaware Secretary of State by signing, dating, and
delivering a written revocation to the Company. A revocation may
be in any written form validly signed by the record holder as long
as it clearly states that the Consent previously given is no longer
effective. The delivery of a subsequently dated Consent which is
properly completed will constitute a revocation of any earlier
Consent. The revocation may be delivered to the Company at 10221
Wateridge Circle, San Diego, California 92121.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 1, 1997,
information regarding the beneficial ownership of the Company's
Common Stock by (i) all persons known by the Company who own
beneficially more than 5% of its outstanding Common Stock; (ii)
each director of the Company; (iii) the Company's Chief Executive
Officer and each of the other most highly compensated executive
officers of the Company whose total annual salary and bonus for the
year ended December 31, 1996 exceeded $100,000 (the "Named
Executive Officers"); and (iv) all directors and officers of the
Company as a group. Unless otherwise stated, the Company believes
that the beneficial owners of the shares listed below have sole
investment and voting power with respect to such shares. Unless
otherwise indicated, each such person's business address is 10221
Wateridge Circle, San Diego, California 92121. The Company is
unaware of any arrangements which may result in a change of control
of the Company.
<TABLE>
Name and Address of
Beneficial Owners Number Percentage of Class <F1>
___________________ ______ ___________________
<S> <C> <C>
Jeffry M. Picower
South Ocean Blvd.
Palm Beach, FL 33480 46,643,209<F2> 79.1%
William J. Mercer 200,000<F3> *
Norman M. Dean 16,000<F4> *
Henry Green 5,000 *
Frederic Greenberg 10,000<F4> *
Richard B. Kelsky 94,100<F4> *
All directors and officers as a
group (individuals) 46,968,309<F5> 79.6%
______________________
*Less than 1%
<FN>
<F1> Calculated in accordance with Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934, as amended.
<F2> Includes (i) 20,079,477 shares owned by Decisions
Incorporated ("Decisions"), (ii) 2,489,463 shares owned
by JA Special Limited Partnership ("JA Special") and
24,074,269 shares owned by JD Partnership, L.P. ("JD
Partnership"). Mr. Picower is the sole stockholder and
sole director of Decisions, which is the sole general
partner of JD Partnership, and he is the sole general
partner of JA Special. As such, Mr. Picower shares or
has the sole power to vote or direct the vote of and to
dispose or direct the disposition of such shares of
common stock and may be deemed to be the beneficial owner
of such shares.
<F3> Represents (i) 100,000 shares owned by the William J.
Mercer Trust, of which Mr. Mercer is the trustee and a
beneficiary; and (ii) options on 100,000 shares of the
Common Stock granted upon consummation of the Merger. In
addition, pursuant to an employment agreement with the
Company, Mr. Mercer will be granted additional options on
500,000 shares of Common Stock that vest over time.
<F4> Includes currently exercisable options on 12,000 shares
of common stock for each of Messrs. Dean and Kelsky under
the Company's Second Amended and Restated 1990 Non-Qualified
Stock Option Plan for Non-Employee Directors
(the "Directors Plan"). Does not include options on
10,000 shares of common stock, which first vest on August
1997, granted to each of Messrs. Dean and Greenberg
pursuant to a special grant of the board of Directors of
the Company.
<F5> Includes currently exercisable options on 36,000 shares
under the Directors Plan. Includes options granted to
Mr. Mercer upon consummation of the Merger. See Note
(3).
</TABLE>
<PAGE>
<PAGE>
VOTING INSTRUCTIONS
If you wish to Consent to the Amendment and were a record
holder of Common Stock on the Record Date, please mark the
appropriate "CONSENT" box on the accompanying consent card and
sign, date and mail it promptly to the Company in the enclosed
envelope.
If you do not wish to Consent to the Amendment and were a
record holder of Common Stock on the Record Date, you may mark the
appropriate "consent Withheld" or "Abstain" box on the accompanying
consent card, and sign, date and mail the card in the enclosed
envelope. In addition, by not returning a consent card, a holder
of Common Stock will be deemed not to have consented to the
Amendment.
When a stockholder whose Consent is solicited specifies a
choice with respect to the Amendment, the Consent shall be given in
accordance with the specifications so made. If a stockholder who
has returned to the Company an executed Consent has failed to check
a box marked "CONSENT WITHHELD" or "ABSTAIN" for the proposed
Amendment, such stockholder shall be deemed to have CONSENTED to
the Amendment.
Under Delaware law, broker non-votes, directions to withhold
authority to consent and abstentions are counted for purposes of
establishing a quorum although they are not counted for the purpose
of determining whether a proposal has been approved. Since the
holders of a majority of the outstanding shares of Common Stock
must consent to the proposed Amendment in order for such proposal
to be adopted (and there is no quorum requirement applicable to
consent solicitations), a broker non-vote, direction to withhold
authority to vote or an abstention has the same effect as a "no"
vote with respect to the proposed Amendment.
If your shares of Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only it can sign
a Consent with respect to your shares. Accordingly, please contact
the person responsible for your account and give instructions for
a Consent to be signed representing your shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
PROPOSED AMENDMENT.
NO DISSENTERS' RIGHTS OF APPRAISAL
There is no provision in the DGCL allowing for dissenters'
rights of appraisal in connection with the Amendment.
<PAGE>
EXECUTIVE OFFICES
The Company's principal executive offices are located at 10221
Wateridge Circle, San Diego, California 92121.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the
Company's 1997 annual meeting of stockholders must have been
received by the Secretary of the Company by February 10, 1997, for
inclusion in the Company's proxy, notice of meeting and proxy
statement relating to the 1997 annual meeting. Information
relating to shareholder proposals to be presented at the Company's
1998 annual meeting will be provided at a later date in a separate
proxy statement related to the 1997 annual meeting.
By Order of the Board of
Directors
______________________________
John A. de Groot, Secretary
<PAGE>
<PAGE>
CONSENT
ADVANCED MEDICAL, INC.
10221 Wateridge Circle
San Diego, California 92121
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (i) acknowledges receipt of the notice
dated __________________, of the solicitation of consents from the
stockholders of Advanced Medical, Inc., a Delaware corporation (the
"Company"), and the consent solicitation statement related thereto
and (ii) votes all shares of the Company's common stock, $0.01 par
value (the "Common Stock"), held of record by the undersigned on
___________________, as designated below.
THIS CONSENT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS CONSENT WILL BE VOTED FOR PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR PROPOSAL 1. PLEASE REVIEW CAREFULLY THE CONSENT SOLICITATION
STATEMENT DELIVERED WITH THIS CONSENT.
1. PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY'S CERTIFICATE
OF INCORPORATION TO CHANGE THE COMPANY'S NAME FROM ADVANCED
MEDICAL, INC. TO ALARIS MEDICAL, INC.
____ CONSENT ___ CONSENT WITHHELD ___ ABSTAIN
(PLEASE SIGN ON THE OTHER SIDE)
<PAGE>
The undersigned hereby revokes any Consents heretofore given
by the undersigned in connection with the above Proposal 1 with
respect to which the undersigned is entitled to vote and act with
respect to the above Proposal 1.
Dated: ______________________, 1997
(Month) (Day)
_______________________________
Signature
_______________________________
Signature, if held jointly
Please sign exactly as name appears
hereon. If shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by the president or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
PLEASE SIGN THIS CONSENT AND RETURN IT PROMPTLY IN ENCLOSED
ENVELOPE SO THAT IT IS RECEIVED BY THE COMPANY ON OR PRIOR TO
___________________________.
