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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
LASERSCOPE
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Application for Registration on
Form 8-A dated November 14, 1991 as set forth in the pages hereto:
1. Item 1. Description of the First Amendment to Common
Shares Rights Agreement
2. Item 2. Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
LASERSCOPE
By: Dennis LaLumandiere
Title: Chief Financial Officer,
Vice President of Finance
Date: June 10, 1996
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Item 1. Description of the First Amendment dated as of April 22, 1996 to the
Common Shares Rights Agreement dated as of October 31, 1991
On April 22, 1996, the Board of Directors of Laserscope (the "Company")
approved the First Amendment to the Common Shares Rights Agreement dated as of
April 22, 1996 (the "First Amendment") between the Company and American Stock
Transfer & Trust Company (the "Rights Agent") and an authorized officer of each
of the Company and the Rights Agent executed the "First Amendment" effective as
of such date.
The First Amendment amends the Common Shares Rights Agreement dated as
of October 31, 1991 (the "Rights Agreement") between the Company and the Rights
Agent to provide that the acquisition by Heraeus Med GmbH ("HME") its
subsidiaries, affiliates and permitted transferees of the Company's shares of
common stock pursuant to that certain acquisition agreement, dated April 23,
1996, by and between Laserscope and HME does not result in such persons being
deemed an "Acquiring Person" as such term is defined in the Rights Agreement.
Item 2. Exhibits
First Amendment to Common Shares Rights Agreement between the Company
and American Stock Transfer & Trust Company as Rights Agent dated as of
April 22, 1996, amending the Common Shares Rights Agreement dated as of
October 31, 1991 between the Company and American Stock Transfer &
Trust Company as Rights Agent.
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INDEX TO EXHIBITS
Exhibits
1. First Amendment to Common Shares Rights Agreement between the Company
and American Stock Transfer & Trust Company as Rights Agent dated as of
April 22, 1996, amending the Common Shares Rights Agreement dated as of
October 31, 1991 between the Company and American Stock Transfer &
Trust Company as Rights Agent.
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EXHIBIT 1
LASERSCOPE
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
AS RIGHTS AGENT
FIRST AMENDMENT TO
COMMON SHARES RIGHTS AGREEMENT
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LASERSCOPE
AMERICAN STOCK TRANSFER & TRUST COMPANY
FIRST AMENDMENT TO COMMON SHARES RIGHTS AGREEMENT
This FIRST AMENDMENT TO COMMON SHARES RIGHTS AGREEMENT (this
"Amendment") is dated as of April 22, 1996, and entered into by and between
Laserscope (the "Company") and American Stock Transfer & Trust Company (the
"Rights Agent"), and is made with reference to that certain Common Shares Rights
Agreement dated as of October 31, 1991, entered into by and between the Company
and the Rights Agent (the "Rights Agreement").
BACKGROUND
The Company and Heraeus Med GmbH ("HME") have proposed to enter into an
agreement, dated April 23, 1996 (the "Acquisition Agreement") pursuant to which,
upon the satisfaction of certain conditions, the Company would acquire from HME
all of the issued and outstanding shares of common stock of Heraeus Surgical,
Inc., HME's wholly-owned subsidiary, along with certain assets and liabilities
of HME's laser distribution business in exchange for cash and shares (the
"Laserscope Shares") of the Company's common stock.
The Company and the Rights Agent desire to amend the Rights Agreement
to provide that the execution of the Acquisition Agreement (and any amendment
thereto) and the consummation of the transactions contemplated therein shall not
cause HME or its subsidiaries or affiliates or Permitted Transferees (as defined
below) to be deemed an "Acquiring Person" for purposes of such agreement.
Section 27 of the Rights Agreement permits the Company to supplement
and amend the Rights Agreement.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:
AGREEMENT
Section 1. AMENDMENTS TO THE RIGHTS AGREEMENT.
The Rights Agreement is hereby amended as follows:
Subsection 1(a) ("Certain Definitions") is amended by appending the
following language to the end of such subsection:
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Notwithstanding the foregoing, Heraeus Med GmbH
("HME") and its subsidiaries, affiliates and Permitted
Transferees (as defined below) shall not be deemed an
Acquiring Person by virtue of (A) the execution, including any
subsequent amendment thereto, of an acquisition agreement
between HME and the Company, on or prior to August 31, 1996,
which is approved in advance by the Board of Directors of the
Company as being at a price and on terms which such Board
determines to be in the best interests of the Company and its
shareholders (as it may be amended, the "Acquisition
Agreement"), pursuant to which the Company acquires all of the
issued and outstanding shares of common stock of HME's
wholly-owned subsidiary, Heraeus Surgical, Inc., or certain
assets and liabilities of HME's laser distribution business in
exchange for cash and shares of the Company's common stock
(the "Laserscope Shares"); (B) the acquisition of the
Laserscope Shares by HME pursuant to the Acquisition
Agreement; or (C) the acquisition of Laserscope Shares by a
Permitted Transferee; provided that, (unless the Company's
Board of Directors otherwise consents), (x) with respect to
HME, for a period of seven years from the "Closing Date" (as
defined in the Acquisition Agreement) HME and its subsidiaries
and affiliates do not acquire any additional shares of the
Company's common stock or any rights, options or warrants to
purchase additional shares of the Company's common stock
without the approval of the Company's Board of Directors and
(y) with respect to any Permitted Transferee that acquires
more than 1,000,000 Laserscope Shares, (including any shares
of Laserscope common stock held by such Permitted Transferee
prior to any transfer of the Laserscope Shares), for a period
of three years from the Closing Date such Permitted Transferee
does not acquire any additional shares of the Company's common
stock or any rights, options or warrants to purchase
additional shares of the Company's common stock without the
approval of the Company's Board of Directors. "Permitted
Transferee" means a person (other than HME and its affiliates
and subsidiaries) that acquires the Laserscope Shares in a
transaction approved by the Company's Board of Directors,
which approval shall not be unreasonably withheld.
Section. 2 HEADINGS.
Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
amendment.
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Section 3. LIMITATION ON AMENDMENT.
This Amendment shall be limited solely to the matters expressly set
forth herein and shall not (a) prejudice any right or rights which the Company
may now have or may in the future have under or in connection with the Rights
Agreement or any instruments or agreements referred to therein or (b) except to
the extent expressed as set forth herein, modify the Rights Agreement or any
instruments or agreements referred to therein.
Section 4. DEFINITIONS.
Unless defined herein, all defined terms shall have the meanings
provided in the Rights Agreement.
Section 5. GOVERNING LAW.
This Amendment shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
Section 6. COUNTERPARTS.
This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
Signatures are deemed acceptable from the facsimile transmission.
Section 7. BENEFITS OF THIS AMENDMENT.
This Amendment shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, the Common Shares). Nothing in this
Amendment shall be construed to give any person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, the Common Shares) any legal or equitable right,
remedy or claim under this Amendment.
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