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EXHIBIT 4.2
NEWS RELEASE COMPANY CONTACTS:
For Immediate Distribution Lola Wood: (877) 463-6847
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E-Mail: [email protected]
Web: http://www.visx.com
VISX, INCORPORATED ADOPTS
STOCKHOLDER RIGHTS PLAN
SANTA CLARA, CALIFORNIA, JULY 28, 2000 - VISX, INCORPORATED (Nasdaq NM
Symbol: VISX) announced today that on July 28, 2000 its Board of Directors
adopted a Stockholder Rights Plan in which rights will be distributed as a
dividend at the rate of one Right for each share of common stock, par value
$0.01 per share, of the Company held by stockholders of record as of the close
of business on August 7, 2000.
In addition, VISX announced that it had been notified that a company
controlled by Carl C. Icahn has filed under the Hart-Scott-Rodino Act with
respect to his intention to acquire Company stock in an amount exceeding $15
million, but less than 15% of the outstanding shares.
Under the Stockholder Rights Plan adopted by the Board of Directors, each
Right initially will entitle stockholders to buy one share of common stock of
the Company for $150.00. The Rights generally will be exercisable only if a
person or group acquires beneficial ownership of 10% or more of the Company's
common stock or commences a tender or exchange offer upon consummation of which
such person or group would beneficially own 10% or more of the Company's common
stock. The Rights will expire on July 28, 2010. A copy of the Stockholder Rights
Plan will be filed with the Securities and Exchange Commission shortly.
VISX is the worldwide leader in the development of refractive laser
technology. VISX systems are commercially available in the United States and
markets worldwide.
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