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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Laserscope
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
518081 10 4
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(CUSIP Number)
David Cohen, Esq.
Cohen & Ostler, A Professional Corporation
525 University Avenue, Suite 410
Palo Alto, CA 94301
(650) 321-3835
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 1998
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(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 [ ]. (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 12 sequentially numbered pages.
Exhibit index is located on sequentially numbered page 5.
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CUSIP NO. 518081 10 4 Page 2 of 12 Pages
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1. NAME OF REPORTING PERSON Heraeus Med GmbH
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
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14. TYPE OF REPORTING PERSON CO
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2
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CUSIP NO. 518081 10 4 Page 3 of 12 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
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4. SOURCE OF FUNDS 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
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14. TYPE OF REPORTING PERSON CO
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3
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CUSIP NO. 518081 10 4 Page 4 of 12 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) Neither Heraeus Med GmbH, a German corporation ("Med"), nor
Heraeus Holding GmbH ("Holding"), a German corporation and parent of Med, own
any shares of Laserscope's capital stock. Med and Holding disposed of their
entire interest in Laserscope effective May 8, 1998, through private sales to
certain accredited purchasers.
(c) Effective May 8, 1998, Med and Holding transferred 4,268,345 shares
of Laserscope Common Stock through a private sale. Such sale was made pursuant
to a Stock Purchase Agreement dated May 5, 1998 (the "Purchase Agreement"), a
copy of which is attached as Exhibit A and incorporated herein by reference.
(e) Effective May 8, 1998, Med and Holding ceased to be the beneficial
owner of more than five percent of Laserscope Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Purchase Agreement provided for the sale of 4,268,345 shares
of Laserscope then held by Med for a purchase price of $2.15 per share, payable
in cash at the closing. Each purchaser represented that it was either an
"accredited investor" or a "qualified institutional buyer", as those terms are
defined in the Rules and Regulations promulgated under the Securities Act of
1933, as amended.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A -- Form of Stock Purchase Agreement dated as of May 5,
1998 between Heraeus Med GmbH and the purchasers named therein.
Exhibit B -- Power 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: May 28, 1998
/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 5 of 12 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
- ------- ------------
<S> <C>
Exhibit A -- Form of Stock Purchase Agreement dated as of 6
May 5, 1998 between Heraeus Med GmbH
and the purchasers named therein.
Exhibit B -- Power of Attorney *
</TABLE>
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* Previously filed with the reporting persons' Schedule 13D dated August 30,
1996, and incorporated herein by reference.
5
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EXHIBIT A
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement (the "Agreement") dated as of May 5, 1998
between Heraeus Med GmbH (the "Seller"), a German corporation, and the party
signatory hereto (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller is the owner of 4,268,345 shares of the common
stock, no par value per share, of Laserscope, a California corporation (the
"Company");
WHEREAS, subject to the terms and conditions of this Agreement, the
Purchaser desires to purchase the number of shares of the Company's common stock
listed below the Purchaser's name on the signature page hereof (the "Company
Shares") from the Seller, and the Seller desires to sell the Company Shares to
the Purchaser;
NOW, THEREFORE, in consideration of the premises, representations and
warranties herein contained, the Seller and Purchaser hereby agree as follows:
1. Purchase and Sale of Shares. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place on May 5, 1998, at the offices
of Oscar Gruss & Son Incorporated (the "Agent") at 74 Broad Street, New York,
New York 10004, commencing at 12:00 p.m., local time.
At the Closing, the Seller shall deliver:
(a) one or more stock certificates representing the Company Shares with
duly executed stock powers, with signatures guaranteed or shall make other
arrangements satisfactory to the Purchaser for the delivery of such
certificates;
(b) a registration rights agreement, in the form annexed hereto as
Exhibit A, duly executed by the Company;
(c) an officer's certificate of the Company with respect to: (i) the
registration rights agreement; (ii) the waiver of contractual restrictions with
respect to dispositions of the Company Shares set forth in the Agreement, dated
April 23, 1996, between the Company and the Seller; (iii) the Company's
shareholder rights plan; and (iv) the Company's management continuity
agreements; and
(d) an opinion of the Seller's counsel to the effect that the
transactions contemplated in this Agreement and the other Stock Purchase
Agreements between Seller and the other purchasers of even date herewith are
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act") and the rules and regulations promulgated thereunder.
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At the Closing, the Purchaser shall deliver to the Agent a certified or
bank cashier's check or wire transfer to an account designated in writing by the
Agent, an amount representing TWO AND 15/100 DOLLARS ($2.15) per Company Share,
of which the Agent shall deliver to the Seller an amount representing a purchase
price of TWO AND 08/100 DOLLARS ($2.08) per Company Share.
2. Representations by the Seller. The Seller represents and warrants to the
Purchaser that:
A. The Seller has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the Federal Republic of
Germany, with power and authority (corporate and other) to own, lease and
operate its properties and to conduct its business;
B. The Seller has all requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary
corporate action of the Seller. This Agreement has been duly executed and
delivered by the Seller and constitutes a legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms (except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors' rights generally and general
principles of equity);
C. The execution and delivery by the Seller of this Agreement, the
consummation by the Seller of the transactions contemplated hereby, and
compliance by the Seller with the terms and provisions hereof will not result:
(i) in a violation of any provision of the organizational documents of
the Seller,
(ii) in any violation of any statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to Seller or any of
its properties or assets, or
(iii) in any violation of any note, bond, mortgage, indenture, deed of
trust, license, lease, agreement, or other instrument or obligation to which
Seller is a party or by which Seller or its assets may be bound or affected,
including, without limitation, the Agreement, dated April 23, 1996, between
the Company and the Seller;
D. Other than the restrictions referred to in paragraph 1(c) (ii), (iii)
and (iv) hereof, which restrictions the Company has agreed shall not be
applicable to the transactions contemplated by this Agreement, the Seller is not
required to obtain any consent, approval, order, authorization, registration,
declaration from, or to make any filing with, any court, agency, or governmental
authority or instrumentality or any other third party in connection with (i) the
Seller's execution and delivery of this Agreement or any document, agreement or
instrument to be executed pursuant to this Agreement or (ii) the consummation by
the Seller of the transactions contemplated hereby;
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E. Upon payment for the Company Shares as provided herein, the Purchaser
will receive good and valid title to the Company Shares purchased hereunder,
free and clear of all liens, claims, restrictions and encumbrances;
F. The Seller has not conducted any general solicitation or general
advertisement in connection with the transactions contemplated in this
Agreement; and
G. Based on the representations and warranties made by the Purchaser
herein, the sale of the Company Shares by the Seller to the Purchaser is exempt
from the registration provisions of the Securities Act.
3. Representations by the Purchaser. The Purchaser represents and warrants to
the Seller that:
A. If the Purchaser is a corporation, the Purchaser is a corporation
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction where it is organized, with corporate power and authority to
perform its obligations under this Agreement;
B. If the Purchaser is a partnership or limited liability company, the
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction where it is organized, with full power and authority to
perform its obligations under this Agreement;
C. If the Purchaser is an individual, the Purchaser has the legal
capacity to enter into this Agreement;
D. This Agreement has been duly authorized, executed and delivered by
Purchaser and constitutes a valid and binding agreement of the Purchaser
enforceable in accordance with its terms;
E. The Purchaser is not required to obtain any consent, approval, order,
authorization, registration, declaration from, or to make any filing with, any
court, agency, or governmental authority or instrumentality or any other third
party in connection with (i) Purchaser's execution and delivery of this
Agreement or any document, agreement or instrument to be executed pursuant to
this Agreement or (ii) the consummation by Purchaser of the transactions
contemplated hereby;
F. The Purchaser is acquiring the Company Shares for the Purchaser's own
account and not with a view to, or for sale in connection with, any distribution
thereof in violation of the Securities Act, and any sale, transfer or other
disposition of the Company Shares by the Purchaser will be made in compliance
with all applicable provisions of the Securities Act and the rules and
regulations promulgated thereunder. The Purchaser consents to the placement of
the following legend (or a substantially similar legend) on each certificate
representing the Company Shares:
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THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.
NEITHER THE SHARES OF COMMON STOCK EVIDENCED HEREBY NOR ANY INTEREST OR
PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION REQUIREMENTS;
G. The Purchaser understands that the Company Shares have not been
registered under the Securities Act and that the sale provided for in this
Agreement is being made pursuant to exemptions provided in the Securities Act or
the rules and regulations promulgated thereunder and that the reliance of the
Seller on such exemption is predicated in part on Purchaser's representations
set forth herein;
H. The Purchaser further represents that the Purchaser has received all
the information that it considers necessary or appropriate for deciding whether
to purchase the Company Shares. The Purchaser is aware of the agreements and
instruments referred to paragraph 1.(c) hereof;
I. The Purchaser further represents that the Purchaser is experienced in
evaluating companies such as the Company, has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of such
investment for an indefinite period. The Purchaser further represents that it
has conducted its own independent review and analysis of the business, assets,
condition, operation and prospects of the Company and acknowledges that it has
had access during the course of the transaction and prior to the purchase of the
Company Shares to such information (including audited financial statements)
relating to the Company as it has desired and that it has had the opportunity to
ask questions of and receive answers from the Company concerning the business,
management and financial affairs of the Company and to obtain additional
information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to the Purchaser or to which Purchaser has
had access;
J. The Purchaser further represents that the Purchaser is not an
"affiliate" (as defined in Rule 144 under the Securities Act) of the Seller or
the Company or acting on behalf of the Seller or the Company, and the Purchaser
is either:
(i) a "qualified institutional buyer" ("QIB") (as defined in Rule 144A
under the Securities Act) and is aware that any sale of Company Shares to it
will be made in reliance on Rule 144A; and such acquisition will be for its
own account or for the account of another QIB over which it exercises sole
investment discretion; or
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(ii) an "accredited investor" within the meaning of subparagraph (a) of
Rule 501 under the Securities Act;
K. The Purchaser understands that the Company Shares may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act or an exemption therefrom and that in the absence of an effective
registration statement covering the Company Shares or an available exemption
from registration under the Securities Act, the Company Shares must be held
indefinitely. The Purchaser understands that the benefits of Rule 144
promulgated under the Securities Act are not presently available to Purchaser;
and
L. The Purchaser's true and correct federal tax identification or social
security number, as applicable, is indicated below on the signature page below.
4. No Additional Representations. In entering into this
Agreement, the Purchaser acknowledges that the Seller has not made any
representations or warranties of any kind whatsoever, except as expressly
provided in Paragraph 2 of this Agreement. The Purchaser acknowledges that it
has relied solely upon its own investigation and analysis in determining to
acquire the Company Shares, and acknowledges that neither the Seller nor any of
its directors, officers, employees, affiliates, agents or representatives makes
any representation or warranty, either express or implied, as to the Company or
the accuracy or completeness of any of the information regarding the Company
provided or made available to the Purchaser or its agents or representatives.
5. Further Assurances.
The Seller and the Purchaser will promptly execute and deliver such
further instruments and documents and take such further actions as may be
necessary or desirable for the parties to obtain the full benefits of this
Agreement.
6. Survival of Representations.
All representations, warranties and agreements made by the parties to
this Agreement shall survive the consummation of the transactions contemplated
hereby.
7. Miscellaneous.
A. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. This Agreement may only be amended by a
written instrument duly executed by each of the parties hereto.
B. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Purchaser (whether by operation
of law or otherwise) without the prior written consent of the Seller. Subject to
the preceding sentence, this Agreement shall
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be binding upon the parties hereto and their respective successors and assigns.
C. The Seller agrees to pay any stock transfer taxes which may be
imposed in connection with the transfer of the Company Shares. All other fees
and expenses incurred by either party in connection with this Agreement will be
borne by such party.
D. This Agreement shall be governed by the laws of the State of New
York, without giving effect to the principles of conflicts of laws thereof.
E. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.
F. The headings of Paragraphs in this Agreement are for convenience of
reference only and shall not, nor shall they be construed to, qualify or in any
other respect affect the meaning of the text.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written in the City of New York in the State
of New York.
SELLER:
HERAEUS MED GmbH
By:
Name:
Title:
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PURCHASERS
Purchaser:
<TABLE>
<CAPTION>
Number of Shares: Purchase Price:
----------------- ---------------
<S> <C> <C>
The Pharmaceutical/Medical Technology Fund, LP 144,000 $ 307,600
F K Investments, LP 100,000 $ 215,000
Strategic Healthcare Investment Fund 26,400 $ 56,760
Gudme Health Care Fund 69,600 $ 149,640
Gordon D. Mogerley TTEE 75,000 $ 161,250
James Sloman, Jr. 25,000 $ 53,750
Pequot Scout Fund, LP 400,000 $ 860,000
C F Partners 73,345 $ 157,691.75
Antilles Partners 275,000 $ 591,250
Mercury Fund, LP 40,000 $ 56,000
Grandview Partners, LP 150,000 $ 322,500
P. A. W. Offshore Fund, Ltd. 150,000 $ 322,500
G T Global Canada Health Care Fund 65,000 $ 200,876.81
G T Global Health Care Fund 150,000 $ 322,500
G T Health Care Fund 60,000 $ 129,000
D F A Group Trust - Small Company Subtrust 2,000 $ 4,300
U. S. 9-10 Small Company Portfolio (Fund) 6,000 $ 12,900
D F A Group Trust 6-10 Subtrust 6,000 $ 12,900
D F A Group Trust 6-10 Valve Subtrust 24,000 $ 51,600
The U. S. 6-10 Valve Series of D F A Invest Trust Co. 12,000 $ 25,800
Dr. Daniel Koshland Jr. 50,000 $ 107,500
Michael Rapoport 100,000 $ 215,000
Stanley Peltz 50,000 $ 101,500
Donald P. Martin 25,000 $ 53,750
Oracle Partners, LP 200,000 $ 430,000
Special Situations Private Equity Fund, LP 500,000 $1,075,000
Special Situations Cayman Fund, LP 350,000 $ 752,500
Special Situations Fund III, LP 1,050,000 $2,257,500
</TABLE>
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