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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12G/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VISX, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 06-1161793
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
3400 Central Expressway, Santa Clara, California 95051
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be registered each class is to be exchanged
<S> <C>
None. None.
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</TABLE>
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of VISX, Incorporated, a Delaware
corporation (the "Company"), consists of 30,000,000 shares of Common
Stock, par value $0.01 per share. Holders of Common Stock are
entitled to dividends from funds legally available therefor, when, as,
and if declared by the Board of Directors of the Company, and are
entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon the
liquidation, dissolution, or winding up of the affairs of the Company.
There are no redemption or sinking fund provisions in the Company's
Certificate of Incorporation.
Stockholders are entitled to one vote for each share of Common
Stock held of record on matters submitted to a vote of stockholders.
The Common Stock does not have cumulative voting rights. As a result,
the holders of more than 50% of the shares of Common Stock voting for
the election of directors can elect all the directors if they choose
to do so, and, in such event, the holders of the remaining shares of
Common Stock will not be able to elect any person or persons to the
Board of Directors of the Company.
Under Delaware law, unless otherwise provided in the
Certificate of Incorporation, any action which may be taken at a
meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing setting
forth the action to be taken are signed by the holders of Common 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 were present and voted. The Company's Bylaws
provide that, upon receipt of written notice from a stockholder
wishing stockholder action to be taken by written consent, the Board
of Directors has 10 days to set a record date for such action and may
set the record date to be up to 10 days following the expiration of
such period. The Company's Bylaws also provide that stockholders
wishing to nominate directors or present proposals at the Company's
annual meeting of stockholders must comply with certain notice
requirements, including, among other things, timely delivery of
written notice thereof not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting,
subject to certain exceptions. These provisions could in certain
circumstances have the effect of delaying, deferring, or
preventing extraordinary corporate transactions such as a merger,
reorganization, sale of substantially all of the Company's assets, or
liquidation.
Also, the Company is subject to the provisions of Section 203
of the Delaware General Corporation Law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period
of three years after the date that the person became an interested
stockholder unless (with certain exceptions) the business combination
or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. Generally, a
"business combination" includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the stockholder.
Generally, an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own)
15% or more of the corporation's voting stock. This provision may
have the effect of delaying, deferring or preventing a change in
control of the Company without further action by the Company's
stockholders.
Holders of shares of Common Stock ("Registrable Stock")
purchased from the Company in its private placement completed on
February 14, 1995, have certain rights with respect to the
registration of such stock under the Securities Act of 1933, as
amended (the "Securities Act"). Under the terms of the Subscription
Agreements among the Company and such holders, if the Company proposes
to register any of its securities under the Securities Act (other than
pursuant to a registration statement on Form S-4 or S-8 or any
successor form, or filed in connection with an exchange offer or an
offering of securities solely to existing stockholders or employees of
the Company), either for its own account or the account of other
security holders exercising registration rights, such holders are
entitled to notice of such registration and are entitled to include
Registrable Stock therein; provided that, among other conditions, the
underwriters of any offering have the right to limit the number of
shares of Registrable Stock included in such registration. In
addition, such holders may require the Company, on not more than two
occasions, to file a registration statement under the Securities Act
at the Company's expense with respect to the Registrable Stock, and
the Company is required to use its best efforts to effect such
registration, subject to certain conditions and limitations.
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Item 2. Exhibits
3.1* Certificate of Incorporation, as amended to date (previously
filed as Exhibit 3.1 to Registration Statement on Form S-1
(File No. 33-41621) as amended by Exhibit 4.2 to Registration
Statement on Form S-8 (File No. 33-53806)).
3.2* Amended and Restated Bylaws (previously filed as Exhibit 3.2
to Registration Statement on Form S-1 (File No. 33- 46311) as
amended by Exhibit 5.2 to Current Report on Form 8-K dated
September 8, 1994).
4.1* Specimen Common Stock Certificate (previously filed as Exhibit
4.2 to Annual Report on Form 10-K for the year ended December
31, 1990).
10.1* Form of Subscription Agreement (previously filed as Exhibit
10.24 to Annual Report on Form 10-K for the year ended
December 31, 1994).
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* Previously filed.
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SIGNATURE
Pursuant to requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
VISX, INCORPORATED
Date: November 13, 1995
By: /s/ Mark B. Logan
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MARK B. LOGAN
President and Chief Executive Officer
