<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
VISX, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its 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 Rules 14a-6(i)(1) 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):
(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> 2
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1998
To the Stockholders:
The Annual Meeting of Stockholders of VISX, Incorporated (the "Company")
will be held on Friday, May 15, 1998 at 9:00 a.m., local time, at the Company's
principal executive offices located at 3400 Central Expressway, Santa Clara,
California 95051 for the following purposes:
1. To elect five directors to serve until the next Annual Meeting and
until their successors have been elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the year ending December 31, 1998;
and
3. To act upon such other matters as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on March 20, 1998 are entitled to notice of, and to vote at, the
meeting and at any postponement or adjournment thereof. A list of stockholders
entitled to vote at the Annual Meeting will be available for inspection at the
offices of the Company.
For The Board Of Directors
/s/ Katrina J. Church
Katrina J. Church
Secretary
Santa Clara, California
April 13, 1998
YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT ALL STOCKHOLDERS BE REPRESENTED AT THE ANNUAL MEETING.
THEREFORE, IN ORDER TO ASSURE YOUR REPRESENTATION WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ACCOMPANYING REPLY ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL
MEETING. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE,
YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE ANNUAL MEETING.
<PAGE> 3
VISX, INCORPORATED
------------------------
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
------------------------
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
GENERAL
These proxy materials are furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of VISX, Incorporated (the
"Company") for the Annual Meeting of Stockholders to be held on May 15, 1998 at
9:00 a.m., local time, and at any adjournment or postponement of the Annual
Meeting. The Annual Meeting will be held at the Company's principal executive
offices located at 3400 Central Expressway, Santa Clara, California. The
telephone number at the meeting location is (408) 733-2020. This Proxy
Statement, Notice of Annual Meeting and the accompanying proxy card will be
mailed to stockholders on or about April 13, 1998.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy Statement.
VOTING AND SOLICITATION
The Company's Common Stock is the only class of security entitled to vote
at the Annual Meeting. Only stockholders of record at the close of business on
March 20, 1998 will be entitled to vote on all matters to come before the
meeting. Each outstanding share of Common Stock entitles its holder to cast one
vote for each matter to be voted upon. On March 20, 1998, there were
approximately 15,209,218 shares of Common Stock outstanding and entitled to vote
at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's Transfer Agent. The Inspector will also determine whether or not a
quorum is present. The presence at the Annual Meeting, in person or by proxy, of
the holders of a majority of the shares of Common Stock outstanding on March 20,
1998 will constitute a quorum. All proxies representing shares that are entitled
to vote at the meeting will be counted toward establishing a quorum, regardless
of whether such proxies contain abstentions or broker non-votes.
Whether or not you are able to attend the Annual Meeting, you are urged to
complete and return the enclosed proxy. All valid proxies received prior to the
meeting will be voted. If you specify a choice with respect to any item by
marking the appropriate box on the proxy, the shares will be voted in accordance
with that specification. If no specification is made, the shares will be voted
FOR Proposals 1 and 2 and, in the proxy holders' discretion, as to other matters
that may properly come before the Annual Meeting. If a broker indicates on the
enclosed proxy or its substitute that the broker does not have discretionary
authority as to certain shares to vote on a particular matter ("Broker
Non-Votes"), those shares will not be considered as present with respect to that
matter.
<PAGE> 4
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
card and any additional soliciting material furnished to stockholders. In
addition, the Company expects to reimburse brokerage firms and other persons
representing beneficial owners of shares for their expense in forwarding
solicitation material to such beneficial owners. The original solicitation of
proxies by mail may be supplemented by solicitation by telephone, telegram,
facsimile, or personal communication by directors, officers, regular employees
or agents of the Company. No additional compensation will be paid to these
individuals for any such services.
REVOCABILITY OF PROXIES
You may revoke or change your proxy at any time before the Annual Meeting.
To do this, send a written notice of revocation or another signed proxy with a
later date to the Secretary of the Company, Katrina J. Church, at the Company's
principal executive offices, before the beginning of the Annual Meeting. You may
also revoke your proxy by attending the Annual Meeting and voting in person.
Attendance at the Annual Meeting will not, in itself, constitute revocation of a
previously granted proxy.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the Company's
annual meeting of stockholders to be held in 1999 must be received by the
Company no later than December 18, 1998 in order to be included in the proxy
statement and related proxy materials.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
A board of five directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received for the
Company's five nominees named below, all of whom are currently directors of the
Company. If any nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
substitute nominee designated by the current Board of Directors to fill the
vacancy. The Company does not expect that any nominee listed below will be
unable or will decline to serve as a director. If additional persons are
nominated for election as directors, the proxy holder intends to vote all
proxies received in such a manner as will ensure the election of as many of the
nominees listed below as possible, and, in such event, the proxy holder(s) will
determine the specific nominees to be voted for. In any event, the proxy holders
cannot vote for more than five persons. The term of office of each person
elected as a director will continue until the next Annual Meeting of
Stockholders or until his or her successor has been elected and qualified.
2
<PAGE> 5
The names of the nominees, and certain information about them, are set
forth below:
ELIZABETH H. DAVILA DIRECTOR SINCE 1995
Ms. Davila, 53, has been Executive Vice President and Chief Operating Officer of
the Company since May 1995, and a Director since December 1995. From 1977 to
1994, Ms. Davila held senior management positions with Syntex Corporation which
included Vice President of Quality and Reengineering, Vice President and
Director of the Drug Development Optimization Program, Vice President of
Marketing and Sales for the Syva Company Diagnostics Division and Vice President
of Marketing and Sales of the Syntex Ophthalmics Division.
GLENDON E. FRENCH DIRECTOR SINCE 1995
Mr. French, 64, has been a Director of the Company since May 1995. He served as
Chairman and Chief Executive Officer of Imagyn Medical, Inc. ("Imagyn") from
February 1992 until his retirement as Chief Executive Officer in December 1994.
He continued to serve as Chairman of Imagyn until April 1995. From 1989 until he
joined Imagyn in February 1992, Mr. French was Chairman, Chief Executive Officer
and a director of Applied Immune Sciences, Inc. From 1982 to 1988, Mr. French
was President of the Health and Education Services Sector of ARA Services, Inc.,
and from 1972 to 1982, he was President of American Critical Care (formerly a
division of American Hospital Supply Corp., now known as Dupont Critical Care).
Mr. French also serves on the Board of Directors of Cardiac Pathways Corp.
JOHN W. GALIARDO DIRECTOR SINCE 1996
Mr. Galiardo, 64, is Vice Chairman of the Board of Directors and General Counsel
of Becton Dickinson & Company. Mr. Galiardo joined Becton Dickinson in 1977 and
is responsible for the Law and Patent Departments, Medical Affairs, Corporate
Regulatory and Quality Affairs, the Environment and Safety Departments, and
Public Affairs. Prior to joining Becton Dickinson, Mr. Galiardo was Assistant
General Counsel of E. R. Squibb & Sons, and before that he was associated with
the law firm of Dewey, Ballantine, Bushby, Palmer & Wood in New York City. Mr.
Galiardo is the current President of the Health Industry Manufacturers
Association, and serves on the Board of Trustees of the Healthcare Leadership
Council. He also serves as a member of the Board of Directors of the New Jersey
Manufacturers Insurance Company and New Jersey Re-Insurance Company.
MARK B. LOGAN DIRECTOR SINCE 1994
Mr. Logan, 59, has served as Chairman of the Board, President, and Chief
Executive Officer of the Company since November 1994. From January 1992 to
October 1994, Mr. Logan was Chairman of the Board, President and Chief Executive
Officer of Insmed Pharmaceuticals, Inc., a development-stage biopharmaceutical
company based in Charlottesville, Virginia. From 1967 to 1992, Mr. Logan held
various senior management positions with Bausch & Lomb, Inc., Becton Dickinson &
Company, and American Home Products Corporation. His responsibilities have
included both medical devices and pharmaceuticals, and domestic and
international assignments.
3
<PAGE> 6
RICHARD B. SAYFORD DIRECTOR SINCE 1995
Mr. Sayford, 67, has been a Director of the Company since May 1995. He has been
President of Strategic Enterprises, Inc., a private business consulting firm
specializing in providing services to high technology and venture firms, since
1979. He is a founding investor of MCI Communications Co., and has served as a
member of the Board of Directors of MCI since 1980. He is also a director of
Laser Technologies, Inc. Mr. Sayford is former President of Amdahl
International, Ltd. and Corporate Vice President of Amdahl Corporation.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN THIS
PROXY STATEMENT. The five nominees receiving the highest number of affirmative
votes of the shares present or represented and entitled to be voted for them
shall be elected as directors. Votes withheld from any director will be counted
for purposes of determining the presence or absence of a quorum for the
transaction of business at the meeting, but have no other legal effect upon
election of directors under Delaware law.
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Company held five meetings during 1997.
Director Galiardo was absent from one Board and one Compensation Committee
meeting. Director Sayford was absent from one Audit Committee meeting. All
current directors, with the exceptions noted above, attended 100% of the total
meetings of the Board and the Board committees of which they were members during
1997. The Board of Directors has standing Audit and Compensation Committees.
Audit Committee. In 1997, the Audit Committee was comprised of Directors
French (chair), Galiardo and Sayford. The Audit Committee oversees engagement of
the Company's independent auditors, reviews the arrangements for and scope of
the audit by the Company's independent auditors, and reviews and evaluates the
Company's accounting practices and its systems of internal accounting controls.
The Audit Committee held two meetings and one telephonic meeting during 1997.
Compensation Committee. In 1997, the Compensation Committee was comprised
of Directors French, Galiardo and Sayford (chair). The Compensation Committee
sets the compensation of the Company's executive officers, including salary and
bonuses, and administers the Company's stock option plans. The Compensation
Committee held five meetings and one telephonic meeting during 1997.
DIRECTOR COMPENSATION
In 1997, non-employee directors were paid an annual retainer of $15,000, a
fee of $1,000 for each Board meeting the director attended ($250 for attendance
by telephone), and $500 for each Committee meeting that the director attended
($750 for the chairperson of the Committee). Non-employee directors also receive
automatic annual grants of options to purchase 2,000 shares of the Company's
Common Stock. Non-employee directors also receive a one-time grant of options to
purchase 15,000 shares of the Company's Common Stock upon initial election to
the Board of Directors. In addition,
4
<PAGE> 7
directors are reimbursed for out-of-pocket travel expenses associated with their
attendance at Board and Committee meetings.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent of
the Company's Common Stock (collectively, "Reporting Persons") to file reports
of ownership and changes in ownership of the Company's Common Stock with the
Securities and Exchange Commission. Reporting Persons are required by Securities
and Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Based solely on a review of the copies of
reporting forms furnished to the Company or written representations from certain
Reporting Persons that no annual forms were required, the Company believes that
during 1997 all filing requirements were complied with.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Directors French, Galiardo
and Sayford, all of whom are non-employee directors. No executive officer of the
Company served on the compensation committee of another entity or on any other
committee of the board of directors of another entity performing similar
functions during 1997.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Committee. The Compensation Committee of the Board of
Directors is composed entirely of outside directors. The Committee is
responsible for setting and administering the policies and programs that govern
both annual compensation and stock ownership programs for the executive officers
of the Company. The Compensation Committee held five meetings and one telephonic
meeting during 1997.
Compensation Philosophy. The goals of the Company's compensation program
are to provide a strong and direct link between the Company's financial
performance and executive pay. The Company aligns management compensation with
business objectives and stockholder interests by setting performance measures
and objectives, and tying those objectives to a cash bonus plan and the use of
stock-based incentives. The Committee retains the services of an independent
compensation consulting firm to provide appropriate market survey data as well
as to make specific recommendations to the Committee with respect to base
salaries, cash bonuses, and stock incentive awards.
Other key elements of the Company's compensation philosophy include
establishing compensation programs that provide competitive pay systems to help
the Company attract, retain and motivate its executive management. The Company
positions its executive base salaries at the mid-point of survey data, and in
years in which bonuses are earned, total cash compensation is targeted to be
above the average survey data. The decision to grant bonuses or additional stock
incentive awards is keyed to achievement of the annual business plan for
Company-wide goals and individual performance.
Compliance With Internal Revenue Code Section 162(m). The Company is
subject to Section 162(m) of the Internal Revenue Code adopted in 1993, which
limits the deductibility of certain
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<PAGE> 8
compensation payments to its executive officers. The Company does not have a
policy requiring the Committee to qualify all compensation for deductibility
under this provision. The Committee's current view is that any non-deductible
amounts will be immaterial to the Company's financial or tax position, and that
the Company derives substantial benefits from the flexibility provided by the
current system, in which the selection and quantification of performance targets
are modified from year to year to reflect changing conditions. However, the
Committee takes into account the net cost to the Company in making all
compensation decisions and will continue to evaluate the impact of this
provision on its compensation programs.
1997 Executive Compensation Program. In 1997, the Company's executive
compensation program integrated the following components: base salary; cash
bonuses and stock option grants. The Committee reviews each component of
executive compensation annually. As an executive's level of responsibility
increases, a greater portion of that individual's potential total compensation
is based on performance incentives and less on salary and employee benefits,
causing potentially greater variability in the individual's absolute
compensation level from year to year.
BASE SALARY. The Committee establishes annual base salary levels for
executives based on competitive survey data, level of experience, position and
responsibility, the prior year's corporate performance and individual
recommendations of executive management.
INCENTIVE COMPENSATION PLAN. The Committee has approved a performance-based
executive compensation plan (the "Incentive Compensation Plan"). The Committee
awarded bonuses for 1997 using the criteria as set forth in that plan. The total
pool of monies available for bonuses was set based on the Committee's assessment
of 1997 performance. After reviewing the Company's 1997 performance and the
executives' individual performance, the Committee approved grants of bonuses for
the executive officers. All Named Officers (as defined below) were awarded cash
bonuses in 1998 based on 1997 performance.
STOCK AWARDS. The Committee approved stock option awards for all of the
Named Officers in 1997.
1997 Chief Executive Officer Compensation. Mr. Logan, in his capacity as
the Chairman of the Board, Chief Executive Officer and President, participates
in the same compensation programs as the other Named Officers. The Committee has
targeted Mr. Logan's total compensation, including compensation derived from the
Incentive Compensation Plan and the stock option plan, at a level it believes is
competitive with the average amount paid by the Company's competitors and
companies with whom the Company competes for executive talent. Mr. Logan's
salary was increased to $345,000 for 1997. Mr. Logan's Incentive Compensation
Plan award was based on the achievements of the Company during 1997 and Mr.
Logan's contributions to those achievements in 1997.
Submitted by the 1998
Compensation Committee of the Company's
Board of Directors:
Glendon E. French
John W. Galiardo
Richard B. Sayford
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<PAGE> 9
COMPENSATION OF NAMED EXECUTIVES
Summary Compensation Table. The following table summarizes the total
compensation earned or paid to the Chief Executive Officer and the four other
most highly compensated executive officers having total cash compensation for
1997 in excess of $100,000 (collectively, the "Named Officers") for services
rendered to the Company during each of the last three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------------
NAME AND PRINCIPAL OTHER ANNUAL NUMBER OF SHARES ALL OTHER
POSITION YEAR SALARY(1) BONUS(2) COMPENSATION UNDERLYING OPTIONS COMPENSATION(3)
------------------ ---- --------- -------- ------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark B. Logan......... 1997 $344,481 $110,000 -- 245,000 $6,458
Chief Executive 1996 324,039 250,000 -- 100,000 2,311
Officer,
President and 1995 275,000 275,000 -- -- --
Chairman of the
Board
Elizabeth H. 1997 219,596 50,000 -- 50,000 5,325
Davila(4)...........
Executive Vice 1996 204,808 115,000 -- 50,000 886
President
and Chief Operating 1995 126,000 90,000 -- 100,000 --
Officer
James W. McCollum(5).. 1997 151,811 25,000 -- 25,000 4,351
Vice President, 1996 169,489 60,000 40,000(6) 40,000 104
Marketing and Sales 1995 N/A N/A N/A N/A N/A
Timothy R. Maier(7)... 1997 149,731 30,000 -- 20,000 4,589
Vice President and 1996 139,905 52,000 -- 25,000 311
Chief
Financial Officer 1995 68,962 37,000 -- 60,000 --
David M. Patino(8).... 1997 152,919 30,000 -- 20,000 5,000
Vice President, 1996 64,615 23,000 75,000(9) 40,000 266
Regulatory and 1995 N/A N/A N/A N/A N/A
Clinical Affairs
</TABLE>
- ---------------
(1) No compensation is paid to officers of the Company for services rendered as
directors.
(2) Includes bonuses earned in the designated year but paid the following year.
(3) Represents premiums paid by the Company for Group Term Life Insurance and,
for fiscal year 1997, the Company's contribution of $4,000 under its 401(k)
Plan matching program.
(4) Ms. Davila joined the Company in May 1995.
(5) Mr. McCollum joined the Company in February 1996.
(6) Consists of expenses paid in connection with Mr. McCollum's relocation to
California.
(7) Mr. Maier joined the Company in June 1995.
(8) Mr. Patino joined the Company in July 1996.
(9) Consists of expenses paid in connection with Mr. Patino's relocation to
California.
Option Grants in Last Fiscal Year. In last year's proxy the Company
indicated its intention to report the potential realizable value of stock
options assuming appreciation at annualized rates of 5% and 10%. The Company has
reconsidered that decision based on the passage of Financial Accounting
Standards Board Statement No. 123, since the date of last year's proxy. Since
the disclosure in the footnotes to the financial statements is keyed to
Black-Scholes, the Company intends to use the same analysis for the disclosure
in the proxy statement. The table below provides details regarding stock options
granted to the Named Officers in 1997, and the potential realizable value of
those options. The values do not take into account risk factors such as
non-transferability and limits on exercisability. In
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<PAGE> 10
assessing these values it should be kept in mind that no matter what theoretical
value is placed on a stock option on the date of grant, its ultimate value will
depend on the market value of the Company's stock at a future date. For ease of
comparison with last year's table, the information is provided below using both
methods.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED RATES
NUMBER OF TOTAL OF STOCK PRICE
SHARES OPTIONS EXERCISE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO PRICE GRANT DATE TERM(3)
OPTIONS EMPLOYEES IN PER EXPIRATION PRESENT -----------------------
NAME GRANTED(1) FISCAL YEAR SHARE DATE VALUE(2) 5% 10%
---- ---------- ------------ --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mark B. Logan......... 100,000 15% $21.375 02/06/07 $ 779,876 $1,344,262 $3,406,625
145,000 22% 23.50 11/14/07 1,474,623 2,142,959 5,430,677
Elizabeth H. Davila... 50,000 8% 21.375 02/06/07 389,939 672,131 1,703,312
James W. McCollum..... 25,000 4% 21.375 02/06/07 194,970 336,066 851,656
Timothy R. Maier...... 20,000 3% 21.375 02/06/07 155,977 268,852 681,325
David M. Patino ...... 20,000 3% 21.375 02/06/07 155,977 268,852 681,325
</TABLE>
- ---------------
(1) Options have a ten-year term and vest 25% on the first anniversary of the
grant date, and ratably thereafter at the rate of 1/48th of the total grant
per month for three years. The exercisability of the options is
automatically accelerated in the event of certain business combinations, a
liquidation or dissolution, or upon a change in control of the Company.
(2) Calculated using the Black-Scholes option pricing model. Assumes that
options have a ten-year term. Also assumes stock price volatility of 54.19%,
a current dividend yield of zero, and an expected interest rate of 6.01%.
(3) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the SEC and therefore are not intended to forecast
possible future appreciation, if any, of the Company's stock price.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Values. The following table provides information with respect to option
exercises in 1997 by the Named Officers and the value of such officers'
unexercised options as of December 31, 1997. The values for "in-the-money"
options represent the spread between the exercise price of any such existing
stock options and the year-end price of Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark B. Logan.............. 40,000 $442,988 190,833 374,167 $1,493,594 $753,906
Elizabeth H. Davila........ -- -- 48,958 115,626 258,857 351,826
James W. McCollum.......... -- -- 18,333 46,667 -- 18,750
Timothy R. Maier........... -- -- 32,395 57,605 241,875 256,875
David M. Patino ........... -- -- 14,166 45,834 -- 15,000
</TABLE>
- ---------------
(1) Market value of underlying shares at the exercise date minus the exercise
price.
(2) Value of unexercised options is based on the price of the last reported sale
of the Company's Common Stock on the Nasdaq National Market of $22.125 per
share on December 31, 1997 (the last trading day for fiscal 1997), minus the
exercise price.
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<PAGE> 11
EMPLOYMENT ARRANGEMENTS
Pursuant to an employment arrangement with the Company, Mr. Logan will be
entitled to 18 months of salary as a severance payment in the event of any
change in control transaction (defined as a business combination transaction in
which stockholders of the Company prior to such transaction own immediately
after such transaction less than 50% of the outstanding voting securities of the
surviving entity) which results in an actual or constructive termination of his
employment.
PERFORMANCE GRAPH
The SEC requires the Company to include in this proxy statement a
line-graph presentation comparing cumulative, five-year stockholder returns on
an indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Company. The following graph assumes that $100 was invested on December 31, 1992
(the last trading day of that year) in each of the Company's Common Stock and
each of the comparative markets, and that all dividends were reinvested. The
stock price performance shown on the graph is not necessarily indicative of
future price performance.
The following graph compares the performance of the Company's Common Stock
with the performance of the Standard & Poor's Biotechnical and Medical Products
Group Index, and the Nasdaq National Market (U.S. Composite) Index.
<TABLE>
<CAPTION>
Measurement Period 'VISX, S&P Medical Nasdaq
(Fiscal Year Covered) Incorporated' Products Composite (US)
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 131 76 115
12/30/94 85 90 111
12/29/95 315 153 155
12/31/96 179 175 191
12/31/97 179 219 232
</TABLE>
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<PAGE> 12
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of March 20,
1998 by (1) each person known to the Company to own more than 5% of the issued
and outstanding Common Stock, (2) each of the Company's directors, (3) each of
the Named Officers, and (4) all directors, nominees and executive officers as a
group. Except as otherwise indicated, each person has sole voting and investment
power with respect to all shares shown as beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
COMMON APPROXIMATE
STOCK PERCENT
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED OWNED
---------------- -------------- ------------
<S> <C> <C>
Dresdner Bank AG.............................. 2,103,900 (1) 13.8%
Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
Dresdner RCM Global Investors LLC............. 2,096,600 (2) 13.7%
Four Embarcadero Center, Suite 2900
San Francisco, California 94111
Chancellor LGT Asset Management, Inc.......... 2,044,500 (3) 13.4%
1166 Avenue of the Americas
New York, New York 10036
Merrill Lynch & Co., Inc...................... 1,831,600 (4) 12.0%
250 Vesey Street
World Financial Center North Tower
New York, New York, 10281-1334
Mark B. Logan................................. 265,422 (5) 1.7%
Elizabeth H. Davila........................... 81,664 (6) +
Glendon E. French............................. 12,979 (7) +
John W. Galiardo.............................. 9,000 (8) +
James W. McCollum............................. 30,311 (9) +
Timothy R. Maier.............................. 47,697(10) +
David M. Patino............................... 23,331(11) +
Richard B. Sayford............................ 13,179(12) +
All directors and executive officers as a
group (11 persons).......................... 549,920(13) 3.4%
</TABLE>
- ---------------
+ Represents less than 1% of the Company's outstanding Common Stock.
(1) As reported on Schedule 13G/A filed with the Securities and Exchange
Commission ("SEC") on or about February 6, 1998. Dresdner Bank AG
("Dresdner") has sole voting power and sole dispositive power with respect
to 7,300 shares. Dresdner has beneficial ownership of the securities
reported on this Schedule 13G/A only to the extent that Dresdner may be
deemed to have beneficial ownership of securities deemed to be beneficially
owned by Dresdner RCM Global Investors LLC, a wholly-owned subsidiary of
Dresdner. See Footnote (3).
(2) As reported on Schedule 13G/A filed jointly with the SEC on or about
February 6, 1998, by Dresdner RCM Global Investors LLC ("Dresdner RCM"),
RCM Limited L.P. ("RCM Limited") and RCM General Corporation ("RCM
General"). RCM Limited is the Managing Agent
10
<PAGE> 13
of Dresdner RCM. See Footnote (2). RCM Limited has beneficial ownership of
the securities reported on this Schedule 13G/A only to the extent that
RCM Limited may be deemed to have beneficial ownership of securities
beneficially owned by Dresdner RCM. RCM General is the General Partner of
RCM Limited. RCM General has beneficial ownership of the securities
reported on this Schedule 13G/A only to the extent that RCM General may be
deemed to have beneficial ownership of securities beneficially owned by
Dresdner RCM. Dresdner RCM, RCM Limited and RCM General each has sole
voting power with respect to 1,617,800 shares and sole dispositive power
with respect to 2,050,100 shares.
(3) As reported on Schedule 13G filed jointly with the SEC on or about February
6, 1998 by Chancellor LGT Asset Management, Inc. ("Chancellor LGT Asset"),
Chancellor LGT Trust Company ("Chancellor LGT Trust") and LGT Asset
Management, Inc. ("LGT Asset"). Chancellor LGT Asset and Chancellor LGT
Trust are Investment Advisers for various fiduciary accounts. Chancellor
LGT Trust is a wholly-owned subsidiary of Chancellor LGT Asset. LGT Asset
is the holding company for Chancellor LGT Asset. Chancellor LGT Asset and
Chancellor LGT Trust have sole voting power and sole dispositive power with
respect to all of the shares.
(4) As reported on Schedule 13G/A filed jointly with the SEC on or about
February 5, 1998 by Merrill Lynch & Co., Inc. ("Merrill Lynch"), Merrill
Lynch Asset Management, L.P. ("MLAM"), Merrill Lynch Special Value Fund,
Inc. ("MLSVF"), Princeton Services, Inc. ("PSI") and Fund Asset Management,
L.P. ("FAM"). Merrill Lynch, MLAM, MLSVF, PSI and FAM have neither sole
voting power nor sole dispositive power with respect to any of the shares.
(5) Mr. Logan's total includes options to purchase 263,747 shares that will be
exercisable on or before May 31, 1998.
(6) Ms. Davila's total includes options to purchase 80,206 shares that will be
exercisable on or before May 31, 1998.
(7) Mr. French's total includes options to purchase 12,979 shares that will be
exercisable on or before May 31, 1998.
(8) Mr. Galiardo's total includes options to purchase 8,000 shares that will be
exercisable on or before May 31, 1998.
(9) Mr. McCollum's total includes options to purchase 30,311 shares that will
be exercisable on or before May 31, 1998.
(10) Mr. Maier's total includes options to purchase 47,497 shares that will be
exercisable on or before May 31, 1998.
(11) Mr. Patino's total includes options to purchase 23,331 shares that will be
exercisable on or before May 31, 1998.
(12) Mr. Sayford's total includes options to purchase 12,979 shares that will be
exercisable on or before May 31, 1998.
(13) The total includes options to purchase an aggregate of 545,387 shares held
by non-employee directors and the executive officers that will be
exercisable on or before May 31, 1998.
11
<PAGE> 14
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company is asking the stockholders to ratify the appointment of Arthur
Andersen LLP as the Company's independent public accountants for the year ending
December 31, 1998. Representatives of Arthur Andersen LLP are expected to attend
the Annual Meeting and will have the opportunity to make a statement if they
desire to do so and to answer appropriate questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NUMBER 2.
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1998 WILL
REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
REPRESENTED IN PERSON OR BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING. IF
STOCKHOLDERS DO NOT RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP, THE AUDIT
COMMITTEE AND THE BOARD OF DIRECTORS WILL RECONSIDER THE APPOINTMENT.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournment or postponement thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
* * * *
12
<PAGE> 15
VISX Logo
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 9:00 a.m. on Friday, May 15, 1998, at the offices of the Company in
Santa Clara, California. Detailed information as to the business to be
transacted at the meeting is contained in the accompanying Notice of Annual
Meeting and Proxy Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as
soon as possible in the envelope provided. If you do plan to attend the
meeting, please mark the appropriate box on the proxy.
Sincerely,
Mark B. Logan
Chairman of the Board, President
and Chief Executive Officer
[X] Please mark votes as this example.
DIRECTORS RECOMMEND A VOTE "FOR" THE FOLLOWING PROPOSALS
1. To elect the following five Directors:
Elizabeth H. Davila For Withheld
Glendon E. French [ ] [ ]
John W. Galiardo
Mark B. Logan
Richard B. Sayford
[ ]
----------------------------------------------
For all nominees except as noted above
2. To ratify the appointment of For Against Abstain
independent public accountants [ ] [ ] [ ]
3. To act upon such other matters For Against Abstain
as may properly come before [ ] [ ] [ ]
the meeting or any adjournment
or postponement thereof.
[ ] MARK HERE FOR ADDRESS CHANGE
[ ] MARK HERE FOR COMMENTS
[ ] MARK HERE TO DISCONTINUE DUPLICATE MAILINGS
Please sign exactly as your name(s) appear.
Joint owners should both sign.
REGISTRATION
Signature: Date:
---------------------------- -----------
Signature: Date:
---------------------------- -----------
<PAGE> 16
VISX, INCORPORATED
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Mark B. Logan and Elizabeth H. Davila as
proxies to vote at the Annual Meeting of Stockholders of VISX, Incorporated (the
"Company") to be held on May 15, 1998 at 9:00 a.m. local time, and at any
adjournment or postponement thereof, hereby revoking any proxies previously
given, to vote all shares of Common Stock of the Company held or owned by the
undersigned as directed below, and in their discretion upon such other matters
as may come before the meeting. If no direction is made, this proxy will be
voted FOR each nominee for director, FOR proposal 2, and at the discretion of
the proxy holders upon such other business as may properly come before the
meeting. If any nominee for director is unable or declines to serve as director,
this proxy will be voted for any nominee that the present Board of Directors
designates.
(To be Signed on Reverse Side)
