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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
VISX Incorporated
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
928445
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(CUSIP Number)
Katherine T. Tallman, Esq.
Fenwick & West
Two Palo Alto Square
Palo Alto, CA 94306
(415) 494-0600
Charles R. Munnerlyn, 1731 Marseilles Court, San Jose, CA 95138; (408) 238-3920
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 14, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / / .
Check the following box if a fee is being paid with the statement. / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6. There are no Exhibits to this Schedule 13D.
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SCHEDULE 13D
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CUSIP NO. 928445 Page 2 of 6 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES R. MUNNERLYN
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
2 (B) / /
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER
OF 663,118
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 663,118
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,118
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 92844S 10 5
SCHEDULE 13D ATTACHMENT
Introductory Statement
This Amendment No. 1 to Schedule 13D relates to the Common Stock,
par value $0.01 per share, of VISX Incorporated, a Delaware corporation
("VISX"), and amends the Schedule 13D filed by Charles R. Munnerlyn on April 6,
1995. Except as otherwise indicated, all defined terms contained herein have the
meanings ascribed to them in the original Schedule 13D.
ITEM 1. Security and Issuer.
Thisstatement relates to shares of Common Stock, par value $0.01
per share, of VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051
ITEM 2. Identity and Background.
The person filing this statement and the information regarding him
is:
(a) Charles R. Munnerlyn
(b) 1731 Marseilles Court, San Jose, California, 95138
(c) Dr. Munnerlyn is employed by VISX Incorporated ("VISX") as a
special consultant.
(d) During the last five years, Dr. Munnerlyn has not been
convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) During the last five years, Dr. Munnerlyn has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Dr. Munnerlyn is a citizen of the United States
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Page 4 of 6 Pages
ITEM 3. Source and Amount of Funds and Other Consideration.
Dr. Munnerlyn purchased 250,000 shares upon the exercise of options
granted to him pursuant to a VISX employee stock option plan. The purchase price
was $5.25 per share. He acquired the shares for cash, using a combination of
personal funds and funds borrowed on a margin account with Merrill Lynch, upon
usual and customary terms and conditions. Dr. Munnerlyn also purchased 25,000
shares on the open market in October 1994. Dr. Munnerlyn acquired substantially
all of the remainder of his shares in November 1990, upon the merger of a
wholly-owned subsidiary of VISX (then known as Taunton Technologies Inc.) into
VISX, Incorporated, a California corporation ("VISX Cal"). Upon effectiveness of
that merger, each outstanding share of VISX Cal stock was automatically
converted into, and exchanged for, 0.7355 shares of VISX Common Stock.
ITEM 4. Purpose of the Transaction.
The purpose of the acquisition of the VISX shares was for investment.
(a) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in the acquisition of additional securities of
VISX, or the disposition of any securities of VISX, except that he
has options outstanding to purchase up to 67,000 shares at an
exercise price of $11.50 per share and 21,800 shares at an
exercise price of $16.50. These options expire in February 1997.
See also the response to Item 5(c), which is incorporated herein
by this reference.
(b) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation involving VISX or any of
its subsidiaries.
(c) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in a sale or transfer of a material amount of
assets of VISX or of any of its subsidiaries.
(d) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in any change in the present board of directors or
management of VISX.
(e) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in a material change in the present capitalization
or dividend policy of VISX.
(f) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in any other material change in VISX's business or
corporate structure.
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Page 5 of 6 Pages
(g) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in any change in VISX's charter, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of VISX by any person.
(h) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in a class of securities of VISX being delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association.
(i) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in a class of equity securities of VISX becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended.
(j) Dr. Munnerlyn does not have any plans or proposals which relate to
or would result in an action similar to any of those enumerated
above.
ITEM 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares beneficially owned by
Dr. Munnerlyn is 663,118, which represents 4.4% of the outstanding
shares of VISX. Of these shares, 59,786 shares are subject to
options outstanding that are exercisable within 60 days after
December 13, 1995.
(b) Aggregate number of shares over which Dr. Munnerlyn has sole power
to vote and sole power to dispose of: 663,118.
(c) The only transactions involving Dr. Munnerlyn and the Common Stock
of VISX are the transaction described in Item 4 above and the
following: On June 30, 1995, Dr. Munnerlyn disposed of 31,000
shares by gift and on November 24, 1995, Dr. Munnerlyn sold 10,000
shares on the open market at a price of $33.00 per share.
(d) No person other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities referenced above.
(e) November 14, 1995.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Dr. Munnerlyn has options outstanding to purchase up to 67,000 shares
at an exercise price of $11.50 per share and 21,800 shares at an exercise price
of $16.50 per share. These options expire in February 1997. See also the
response to Item 5(c), which is incorporated herein by this reference.
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Page 6 of 6 Pages
ITEM 7. Material to be Filed as Exhibits.
Not applicable.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 29, 1996 /s/ Charles R. Munnerlyn
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Charles R. Munnerlyn
