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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. 2
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 amended by its Application for Registration
on Form 8-A/A dated June 10, 1996, as set forth in the pages hereto:
1. Item 1. Description of the Second 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: /s/Dennis LaLumandiere
Dennis LaLumandiere
Chief Financial Officer,
Vice President of Finance
Date: August 30, 1996
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Item 1. Description of the Second Amendment dated as of August 6, 1996
to the Common Shares Rights Agreement dated as of October 31, 1991,
as amended by the First Amendment dated April 22, 1996
On April 22, 1996, the Board of Directors of Laserscope (the "Company")
authorized (the "Board Authorization") the amendment of the Common Shares Rights
Agreement (the "Rights Agreement") dated as of October 31, 1991 between the
Company and American Stock Transfer & Trust Company (the "Rights Agent").
Pursuant to such authorization, an authorized officer of each of the Company and
the Rights Agent executed the First Amendment to the Rights Agreement effective
as of such date.
The First Amendment amended the Rights Agreement to provide that the
acquisition by Heraeus Med GmbH, its subsidiaries, affiliates ("HME") and
permitted transferees (the "Permitted Transferees") of the Company's shares of
common stock (the "Laserscope Shares") pursuant to that certain acquisition
agreement, dated April 23, 1996, by and between the Company and HME, does not
result in such persons being deemed an "Acquiring Person" as such term is
defined in the Rights Agreement.
The Second Amendment to the Rights Agreement, pursuant to the Board
Authorization, amends and restates the First Amendment in its entirety to
clarify HME's and the Company's agreement that neither HME nor its Permitted
Transferees becomes an Acquiring Person by virtue of acquiring the Laserscope
Shares.
Item 2. Exhibits
1.1 Common Shares Rights Agreement dated as of October 31, 1991
between the Company and American Stock Transfer & Trust
Company as Rights Agent. (1)
1.2 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. (2)
1.3 Second Amendment to Common Shares Rights Agreement between the
Company and American Stock Transfer & Trust Company as Rights
Agent dated as of August 6, 1996, amending and restating in
its entirety the First Amendment to the Common Shares Rights
Agreement dated as of April 22, 1996 between the Company and
American Stock Transfer & Trust Company as Rights Agent. (3)
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EXHIBIT 1.3
LASERSCOPE
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
AS RIGHTS AGENT
SECOND AMENDMENT TO
COMMON SHARES RIGHTS AGREEMENT
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LASERSCOPE
AMERICAN STOCK TRANSFER & TRUST COMPANY
SECOND AMENDMENT TO COMMON SHARES RIGHTS AGREEMENT
This SECOND AMENDMENT TO COMMON SHARES RIGHTS AGREEMENT (this
"Amendment") is dated as of August 6, 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"), as amended by that certain First
Amendment to the Rights Agreement dated as of April 22, 1996 (the "First
Amendment").
BACKGROUND
The Company and Heraeus Med GmbH ("HME") have entered into an
agreement, dated April 23, 1996 (the "Acquisition Agreement") pursuant to which,
upon the satisfaction of certain conditions, the Company will 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. On April 22, 1996, the
Company and the Rights Agent amended the Rights Agreement to provide that the
acquisition of the Laserscope Shares by HME or its subsidiaries and affiliates,
and permitted transferees, does not cause such persons to be deemed an
"Acquiring Person" as such term is defined in the Rights 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 First Amendment to the Rights Agreement is hereby amended and
restated in its entirety 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., and 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," which term includes
any and all shares of Laserscope common stock issuable to HME pursuant
to the indemnification provisions of Section 4(c) of the Acquisition
Agreement); (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. "Permitted Transferee"
means a person (other than HME and its affiliates and subsidiaries)
that acquires 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.
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.
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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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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
LASERSCOPE
By: /s/Dennis LaLumandiere
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Name: Dennis LaLumandiere
Title: Vice President of Finance, Chief
Financial Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
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