<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 30, 1996
LASERSCOPE
(Exact name of Registrant as specified in its charter)
CALIFORNIA 0-18053 77-0049527
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3052 ORCHARD DRIVE
SAN JOSE, CALIFORNIA 95134-2011
(Address of principal executive offices) (Zip code)
(408) 943-0636
(Registrant's telephone number, including area code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
Pursuant to the Acquisition Agreement dated April 23, 1996 (the
"Agreement") by and between Laserscope, a California corporation (the "Company")
and Heraeus Med GmbH ("HME"), a German company organized under the laws of the
Federal Republic of Germany, Laserscope agreed to acquire all of the outstanding
shares of capital stock of Heraeus Surgical, Inc., a Delaware corporation and
wholly-owned subsidiary of HME, along with certain assets and liabilities
related to HME's laser distribution operations, in exchange for 4,609,345 shares
of Laserscope common stock and $2 million (the "Acquisition"). The Acquisition
was consummated on August 30, 1996 (the "Closing Date"), following approval of
the Acquisition by Laserscope's shareholders.
As of the Closing Date, HME beneficially owned approximately 39.5% of
the outstanding shares of Laserscope common stock. Pursuant to the Agreement, in
the event Laserscope breaches its representations and warranties thereunder,
Laserscope may be required to indemnify HME by issuing up to 500,000 additional
shares of Laserscope common stock to HME (the "Indemnification Shares"). If
Laserscope issued all of the Indemnification Shares to HME, HME would
beneficially own, as of the Closing Date, approximately 42% of the outstanding
shares of Laserscope common stock. In addition, in connection with the
Acquisition, the Laserscope Board of Directors amended Laserscope's Bylaws to
increase the number of directors on the Laserscope Board to eight.
Under the Agreement, Laserscope has agreed to reduce its number of
directors from eight to seven one year from the Closing Date. Commencing one
year after the closing of the Acquisition, for so long after such anniversary as
HME owns at least 3.3 million shares of Laserscope common stock, Laserscope has
agreed to use its best efforts to have three nominees of HME elected to the
Laserscope Board of Directors; for so long after such anniversary as HME owns at
least 1.6 million shares of Laserscope common stock, Laserscope has agreed to
use its best efforts to have at least two nominees of HME elected to the
Laserscope Board of Directors; and for so long after such anniversary as HME
owns at least 600,000 shares of Laserscope common stock, Laserscope has agreed
to use its best efforts to have one nominee of HME elected to the Board.
Furthermore, for so long as HME owns at least 600,000 shares of Laserscope
common stock, Laserscope has agreed not to increase, or ask its shareholders to
increase, the number of directors beyond seven without the prior consent of HME.
Laserscope paid HME $2 million as partial consideration for the HME
Assets. Laserscope also expects to incur approximately $1.5 million of
additional costs relating to the Acquisition within the first six months after
the Closing of the Acquisition. Laserscope expects to finance the Acquisition
and related costs from current cash resources and cash from operations.
The details of the Agreement and the Acquisition are set forth in:
Laserscope's Proxy Statement dated July 29, 1996 (the "Proxy Statement")
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). On July 29, 1996, Laserscope filed the Proxy Statement
with the Securities and Exchange Commission (the "Commission") and mailed the
same to Laserscope shareholders of record as of July 15, 1996.
-2-
<PAGE> 3
The Proxy Statement is attached as an exhibit hereto and is incorporated by
reference herein pursuant to Rule 12b-23 promulgated under the Exchange Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is currently impracticable for the Company to provide the
financial statements required pursuant to Rule 3-05(b) of Regulation S-X. In
accordance with Item 7(a)(4) of the Instructions to Form 8-K, the Company will
file such financial statements as soon as they are available, and in no event
later than October 29, 1996.
(b) Pro Forma Financial Information.
It is currently impracticable for the Company to provide the financial
statements required pursuant to Article 11 of Regulation S-X. In accordance with
Items 7(a)(4) and 7(b)(2) of the Instructions to Form 8-K, the Company will file
such financial statements as soon as they are available, and in no event later
than October 29, 1996.
(c) Exhibits.
*2.1 Acquisition Agreement dated April 23, 1996 between Laserscope
and Heraeus Med GmbH (included as Exhibit A to the Proxy
Statement of Laserscope dated July 29, 1996, which is
incorporated herein by reference).
*20.1 Proxy Statement of Laserscope dated July 29, 1996.
99.1 Press Release of Laserscope dated September 3, 1996.
- --------------------------------------------------------------------------------
*Filed with the Commission on July 29, 1996 and incorporated as an exhibit
hereto pursuant to Rule 12b-32 promulgated under the Exchange Act.
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
LASERSCOPE
(Registrant)
Dated: September 11, 1996 By: /s/ DENNIS LALUMANDIERE
---------------------------------------
Dennis LaLumandiere
Vice President of Finance and
Chief Financial Officer
-4-
<PAGE> 5
INDEX TO EXHIBITS
Page Number Under
Exhibit Sequential Numbering
No. Exhibit System
*2.1 Acquisition Agreement dated April 23, 1996
between Laserscope and Heraeus Med GmbH
*20.1 Proxy Statement of Laserscope dated July 29,
1996
99.1 Press Release of Laserscope dated
September 3, 1996 6
*Filed with the Commission on July 29, 1996 and incorporated as an exhibit
hereto pursuant to Rule 12b-32 promulgated under the Exchange Act.
-5-
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE
<PAGE> 2
TUESDAY, SEPTEMBER 3, 8:23 AM EDT
LASERSCOPE COMPLETES ACQUISITION OF HERAEUS SURGICAL
MANAGEMENT FORESEES INCREASES IN REVENUE AND PROFITABILITY
SAN JOSE, Calif.--(BUSINESS WIRE)--Sept. 3, 1996-- Laserscope Inc. announced
today that it has completed its acquisition of Heraeus Surgical Inc.
"We expect the acquisition of Heraeus Surgical to have a very positive effect on
shareholder value while making Laserscope a stronger, more competitive company,"
said Robert V. McCormick, Laserscope president and CEO.
"With combined annual sales of more than $60 million Laserscope is now one of
the world's largest medical laser companies and a major force in the industry.
"In the short-term," continued McCormick, "we believe the company is
strategically positioned to benefit from ongoing growth in both the leg vein and
skin resurfacing markets.
"We have received more than 100 orders since the beginning of the year for our
new Aura Laser System, making substantial inroads into the growing vascular
lesion market which includes leg vein treatment.
"We will also begin to market aggressively the newly acquired Paragon(TM) CO2
Laser, capitalizing on the strategies employed in our successful roll out of the
Aura Laser.
"We believe the company's mid-term opportunities lie in continued development of
the operating room systems business of Heraeus Surgical," said McCormick,
"specifically its ceiling-mounted equipment management and centralized smoke
evacuation (CVAC) systems.
"Potential changes in the healthcare arena could create considerable market
opportunities for their patented CVAC systems which remove hazardous airborne
debris from the operating room.
"We believe longer-term opportunities for the company lie in new regulatory
approvals of photodynamic therapy (PDT), an innovative cancer treatment that
utilizes photosensitive drugs and laser light to selectively kill diseased
cells," said McCormick.
To improve profitability further, Laserscope also said it expects to
incrementally reduce operating expenses of the combined company such that, in 12
months, operating expenses should be more than $3 million lower than current
levels.
"We believe we are well underway in our process of turning Laserscope around,"
concluded McCormick. "We believe the outlook for Laserscope for the foreseeable
future is very encouraging indeed."
<PAGE> 3
The acquisition was approved by Laserscope shareholders at a special
shareholders meeting on Aug. 30, 1996. The transactions were also finalized on
Aug. 30, 1996 at which time Heraeus MED GmbH received 4,609,345 shares of
Laserscope common stock and a cash payment of $2 million from Laserscope in
exchange for all of the outstanding capital stock of Heraeus Surgical Inc.
Statements in this announcement about future results are preliminary and based
on partial information and management assumptions.
Except for the historical information presented, the matters discussed in this
news release are forward-looking statements that involve risks and
uncertainties, including the ability to integrate successfully Heraeus
Surgical's business with that of Laserscope and reduce the combined company's
expenses, the timely development and market acceptance of new and acquired
products, the impact of competitive products and pricing, the effect and timing
of relevant domestic and international regulatory approvals and other risks
detailed from time-to-time in the company's public disclosure filings with the
U.S. Securities and Exchange Commission (SEC).
Copies of the most recent Forms 10K and 10Q are available upon request from
Laserscope's Investor Relations Department.
CONTACT: Laserscope
Richard Wood, 408/943-0636 (IR/Media)
Dennis LaLumandiere, 408/943-0636 (Financial)
