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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Laserscope
(Name of Issuer)
Common Stock
(Title of Class of Securities)
518081 10 4
(CUSIP Number)
Donald A. Slichter, Esq.
400 Sansome Street
San Francisco, CA 94111
(415) 773-5402
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 1996
(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 [x]. (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 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).
This report consists of 11 sequentially numbered pages.
Exhibit index is located on sequentially numbered page 8.
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CUSIP NO. 518081 10 4 Page 2 of 11 Pages
1. NAME OF REPORTING PERSON Heraeus Med GmbH
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
7. SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,609,345
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH
10. SHARED DISPOSITIVE POWER 4,609,345
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,609,345
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5%
14. TYPE OF REPORTING PERSON CO
2
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CUSIP NO. 518081 10 4 Page 3 of 11 Pages
1. NAME OF REPORTING PERSON Heraeus Holding GmbH
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
7. SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,609,345
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH
10. SHARED DISPOSITIVE POWER 4,609,345
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,609,345
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5%
14. TYPE OF REPORTING PERSON CO
3
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CUSIP NO. 518081 10 4 Page 4 of 11 Pages
With respect to each contract, agreement or other document referred to
herein and filed with the Securities and Exchange Commission as an exhibit to
this report, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Common Stock") issued
by Laserscope, a California corporation (the "Company"), whose principal
executive office is located at 3052 Orchard Drive, San Jose, CA 95134-2011.
ITEM 2. IDENTITY AND BACKGROUND.
This statement ("Statement") is being filed by Heraeus Med GmbH, a
German operation ("Med"), and Heraeus Holding GmbH ("Holding"), a German
corporation and parent of Med. Med is engaged primarily in the production and
distribution of medical devices, including medical lights, ceiling-mounted
equipment carrying systems, emergency care products and irradiation therapy
equipment. Holding is a holding company for a large number of corporations
engaged in diverse industries. The principal offices of both Med and Holding are
located at Heraeusstrasse 12-14, D-63450 Hanau, Germany.
The name, business or residence address, present occupation or
employment and citizenship of each of the executive officers and directors of
Med and Holding are set forth in Exhibit A hereto and are incorporated herein by
reference.
During the last five years, neither Med nor Holding nor any of the
executive officers or directors of either of them has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 23, 1996 Med entered into an agreement with Laserscope to sell
all of the shares of its wholly-owned subsidiary, Heraeus Surgical, Inc.
("HSI"), a Delaware corporation, as well as certain Med assets, to Laserscope
(the "Agreement"). The transaction was consummated on August 30, 1996
("Closing"). In partial payment for the shares of HSI as well as for certain
assets of Med delivered to Laserscope concurrently with the HSI shares,
Laserscope delivered to Med 4,609,345 shares of its Common Stock, of which
500,000 shares have been placed in escrow pursuant to the terms of the Agreement
(the "Laserscope Shares"). The Laserscope Shares constitute approximately 39.5%
of the outstanding shares of Laserscope. A copy of the Agreement between Med and
Laserscope is filed herewith as Exhibit B. Laserscope Common Stock is traded on
the NASDAQ National Market System, and Med and Holding have both agreed to
refrain from acquiring any additional shares of Laserscope Common Stock without
the approval of Laserscope's Board of Directors for a period of seven years
following the Closing. Med has also agreed not to sell or otherwise transfer
more than 1,000,000 Laserscope shares to any person unless such person agrees to
similar restrictions, provided that with respect to such persons, such
restrictions terminate on the third anniversary of the Closing. Med has also
agreed not to sell, transfer of pledge any of the Laserscope Shares (except to
Laserscope under certain stated conditions) for a period of one year from the
Closing Date.
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CUSIP NO. 518081 10 4 Page 5 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Neither Med nor Holding has any plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
issuer or the disposition of securities of the issuer, except to fund
indemnification covenants covering not more than 500,000 additional shares.
See the Agreement (Exhibit B hereto);
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors (except as
described under Item 6) or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of the issuer to be 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) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Med and Holding share beneficial ownership of 4,609,345
shares (approximately 39.5%) of Laserscope's outstanding Common Stock. Med is
the record holder of all such shares. Up to an additional 500,000 Laserscope
shares are issuable to Med to fund Laserscope indemnification covenants.
(b) Med and Holding share the power to (i) vote and (ii) direct
the disposition of 4,609,345 shares of the Company's Common Stock (less 500,000
shares held in escrow for one year).
(c) The Agreement was consummated on August 30, 1996.
(d) No 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 discussed above.
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CUSIP NO. 518081 10 4 Page 6 of 11 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In addition to the Laserscope Shares delivered to Med at the Closing,
Laserscope paid Med $2,000,000 in cash for the outstanding shares of capital
stock of HSI and certain assets of Med's German laser distribution operations.
Under the terms of the Agreement, Laserscope granted to Med the right
to obtain from Laserscope at any time within four years of the Closing, a
non-exclusive worldwide sublicense outside the United States to all of HSI's
rights to manufacture and sell central smoke evacuation equipment, and related
rights, for so long as HSI continues to have such rights. Under the Agreement
Laserscope granted to Med at the Closing a non-exclusive worldwide license
outside the United States to all of HSI's technology relating to mounting
devices for a period of ten years from the Closing.
Med, pursuant to the Agreement, has granted to Laserscope the right to
distribute certain Med products in the United States.
If Med notifies Laserscope within one year after the Closing that it
has a claim or claims for indemnification under the Agreement, and such claim
has been resolved by Laserscope and Med or by an arbitrator, Laserscope has
agreed to issue up to 500,000 additional shares of its Common Stock to Med to
compensate Med for the amount of such claim or claims. In addition, all or part
of the 500,000 shares of Laserscope Common Stock placed in escrow may be
returned to Laserscope if, within one year following the Closing, Laserscope
asserts a right to indemnification under the Agreement resolved in Laserscope's
favor.
Pursuant to an engagement letter between Laserscope and Von Gehr
International, Laserscope's financial advisor in connection with the
transaction, Laserscope has agreed to pay Von Gehr International a fee of
$185,000 for acting as financial advisor in connection with the Purchase
Agreement.
Med has paid a financial advisory fee of approximately $200,000 in
connection with the transaction. Laserscope will reimburse Med for this fee
pursuant to the Agreement.
Pursuant to the Agreement, the number of directors on the Board of
Directors of Laserscope has been set at eight and three directors designated by
Med have been appointed to the Laserscope Board to fill the three resulting
vacancies. Within one year the Board will be reduced to seven persons. Other
than as indicated elsewhere in this Statement, neither Med nor Holding nor any
of the persons named in Exhibit A hereto is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to, the
transfer or voting of any of the Issuer's securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A -- Persons referenced in Item 2.
Exhibit B -- Purchase Agreement dated April 23, 1996 between Laserscope
and Heraeus Med GmbH (incorporated by reference to Exhibit A to Laserscope's
definitive Proxy Statement dated July 29, 1996 related to the Agreement).
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CUSIP NO. 518081 10 4 Page 7 of 11 Pages
Exhibit C -- Powers of Attorney naming David Cohen, Esq. as
attorney-in-fact to sign the Statement on behalf of Heraeus Med GmbH and Heraeus
Holding GmbH.
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.
Dated: September 9, 1996.
/s/ David Cohen
---------------------------------
David Cohen
Attorney-in-Fact
for Heraeus Med GmbH
and Heraeus Holding GmbH
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CUSIP NO. 518081 10 4 Page 8 of 11 Pages
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A -- Persons referenced in Item 2 9
Exhibit B -- Purchase Agreement dated April 23, 1996 --
between Laserscope and Heraeus Med GmbH
(incorporated by reference to Exhibit A to
Laserscope's definitive Proxy Statement
dated July 29, 1996 related to the
Agreement)
Exhibit C -- Powers of Attorney 10, 11
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CUSIP NO. 518081 10 4 Page 9 of 11 Pages
Exhibit A
Set forth below is the information required by Item 2 of Schedule 13D
for each executive officer and director of Heraeus Med GmbH and Heraeus Holding
GmbH.
Principal Occupation, Name of
Name Employer and Business Address Citizenship
- ---- ----------------------------- -----------
Thomas H. Ihlenfeldt Managing Director Germany
Heraeus Med GmbH
Heraeusstrasse 12-14
D-63450 Hanau, Germany
Helge Hussy Sales Manager Germany
Heraeus Med GmbH
Jurgen Heraeus Managing Director Germany
Heraeus Holding GmbH
D-63450 Hanau am Main, Germany
Peter Vischer Managing Director Germany
Heraeus Holding GmbH
Klaus Goffloo Managing Director Germany
Heraeus Holding GmbH
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CUSIP NO. 518081 10 4 Page 10 of 11 Pages
Exhibit C-1
Power of Attorney
The undersigned, acting by its duly elected officer, hereby appoints
David Cohen, Esq. of Cohen & Ostler, A Professional Corporation, 525 University
Avenue, Suite 410, Palo Alto, California 94301, as its attorney-in-fact and
authorizes and empowers said attorney-in-fact to execute, deliver and file with
the Securities and Exchange Commission a Schedule 13D under the Securities
Exchange Act of 1934 pertaining to the acquisition by the undersigned of shares
of common stock of Laserscope, a California corporation, and to make such other
filings and deliveries of said Schedule 13D as are required by law.
Dated: September 4, 1996
Heraeus Med GmbH
By /s/ Thomas H. Ihlenfeldt
-------------------------
Thomas H. Ihlenfeldt
Its General Manager
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CUSIP NO. 518081 10 4 Page 11 of 11 Pages
Exhibit C-2
Power of Attorney
The undersigned, acting by its duly elected officers, hereby appoints
David Cohen, Esq. of Cohen & Ostler, A Professional Corporation, 525 University
Avenue, Suite 410, Palo Alto, California 94301, as its attorney-in-fact and
authorizes and empowers said attorney-in-fact to execute, deliver and file with
the Securities and Exchange Commission a Schedule 13D under the Securities
Exchange Act of 1934 pertaining to the acquisition by the undersigned of shares
of common stock of Laserscope, a California corporation, and to make such other
filings and deliveries of said Schedule 13D as are required by law.
Dated: September 6, 1996
Heraeus Holding GmbH
By /s/ Jurgen Heraeus
-------------------------
Jurgen Heraeus
Managing Director
11
