<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______ to ______
Commission file number 0-18053
LASERSCOPE
(Exact name of Registrant as Specified in Its Charter)
CALIFORNIA 77-0049527
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3052 ORCHARD DRIVE, SAN JOSE, CALIFORNIA 95134-2011
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (408) 943-0636
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of Registrant's common stock issued and outstanding as of
April 30, 2000 was 15,408,744
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Results of Operations 8
Liquidity and Capital Resources 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II. OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
LASERSCOPE
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
(thousands) 2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,876 $ 1,449
Accounts receivable, net 7,432 9,500
Receivable from the sale of NWL 3,829 -
Inventories 6,756 10,052
Other current assets 1,220 1,281
-------- --------
Total current assets 22,113 22,282
Property and equipment, net 2,802 3,949
Developed technology and other intangibles, net 15 2,598
Other assets 339 127
-------- --------
Total assets $ 25,269 $ 28,956
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,658 $ 3,412
Accrued compensation 1,236 1,453
Short-term bank loans 2,683 7,361
Other current liabilities 2,951 3,250
-------- --------
Total current liabilities 8,528 15,476
Convertible subordinated debentures 3,000 -
Obligations under capital leases 534 534
Mortgages and other long-term loans - 862
-------- --------
Total long-term liabilities 3,534 1,396
Commitments and contingencies
Minority interest - 37
Shareholders' equity:
Common stock 53,982 52,467
Accumulated deficit (39,552) (39,200)
Accumulated other comprehensive income (1,047) (1,027)
Notes receivable from shareholders (176) (193)
-------- --------
Total shareholders' equity 13,207 12,047
-------- --------
Total liabilities and shareholders' equity $ 25,269 $ 28,956
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
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LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(thousands, except per share amounts) 2000 1999
-------- --------
<S> <C> <C>
Net revenues $ 8,628 $ 11,866
Cost of sales 4,759 6,356
-------- --------
Gross margin 3,869 5,510
Operating expenses:
Research and development 866 1,383
Selling, general and administrative 3,288 4,622
-------- --------
4,154 6,005
Operating loss (285) (495)
Interest income (expense) and other, net (67) (12)
-------- --------
Loss before income taxes and minority interest (352) (507)
Provision for income taxes - 96
-------- --------
Loss before minority interest (352) (603)
Minority interest - 36
-------- --------
Net loss $ (352) $ (639)
======== ========
Basic and diluted net loss per share $ (0.02) $ (0.05)
======== ========
Shares used in basic and diluted per share calculations 15,128 12,532
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE> 5
LASERSCOPE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(thousands) 2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (352) $ (639)
Adjustments to reconcile net income to
cash used by operating activities:
Depreciation and amortization 488 674
Increase (decrease) from changes in:
Accounts receivable (410) (659)
Inventories 782 1,137
Other current assets (64) 29
Other assets - -
Accounts payable (524) (1,293)
Accrued compensation (217) 366
Other current liabilities 135 295
Repayment of shareholder note 17 -
Minority interest - 36
-------- --------
Cash used by operating activities (145) (54)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (181) (498)
NWL acquisition - (750)
Other (125) 109
-------- --------
Cash used by investing activities (306) (1,139)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on obligations under capital leases (83) (66)
Cash transferred to Wavelight in NWL sale (296) -
Proceeds from the sale of common stock under stock plans 472 -
Proceeds from the sale of common stock in private placement(1) 731 -
Proceeds from the issuance of convertible subordinated debentures(1) 2,692 -
Proceeds from bank loans 9,517 2,567
Repayment of bank loans (11,155) (703)
-------- --------
Cash provided by financing activities 1,878 1,798
-------- --------
Increase in cash and cash equivalents 1,427 605
Cash and cash equivalents, beginning of period 1,449 1,456
-------- --------
Cash and cash equivalents, end of period $ 2,876 $ 2,061
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for:
Interest $ 137 $ 90
Income taxes $ 17 $ 2
Non-cash reduction in assets relating to NWL sale $ 8,949 $ -
Non-cash reduction in liabilities relating to NWL sale $ 5,415 $ -
</TABLE>
- -------------
(1) Net of issuance costs
See Notes to Condensed Consolidated Financial Statements
5
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
1. The accompanying condensed consolidated financial statements include
Laserscope (the "Company") and its wholly and majority-owned subsidiaries.
All intercompany transactions and balances have been eliminated. While the
financial information in this report is unaudited, in the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position and
results of operations as of and for the periods indicated have been
recorded. It is suggested that these consolidated financial statements be
read in conjunction with the consolidated financial statements and the
notes thereto for the year ended December 31, 1999 included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.
The results of operations for the three month period ended March 31, 2000
are not necessarily indicative of the results expected for the full year.
2. Inventory was comprised of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------- --------
<S> <C> <C>
Sub-assemblies and purchased parts $ 4,852 $ 7,013
Finished goods 1,904 3,039
-------- --------
$ 6,756 $ 10,052
======== ========
</TABLE>
3. Basic net loss per share is calculated using the weighted average of
common stock outstanding. Diluted net income per share is calculated
using the weighted average of common stock outstanding plus dilutive
common equivalent shares from stock options and warrants. Options to
purchase approximately 3,092,000 and 2,621,000 shares of common stock were
outstanding at March 31, 2000 and 1999, respectively and warrants to
purchase approximately 459,000 shares of common stock were outstanding at
March 31, 2000. The stock options and warrants outstanding were not
included in the computation of diluted earnings (loss) per share because
the Company reported losses for the periods that ended at these dates and,
therefore, the effect would be anti-dilutive.
4. The Company considers cash equivalents to be short-term financial
instruments that are readily convertible to cash, subject to no more than
insignificant interest rate risk and that have original maturities of
three months or less.
At March 31, 2000 the Company's cash equivalents were in the form of
institutional money market accounts and totaled $0.5 million. The Company
had no cash equivalents at December 31, 1999. At March 31, 2000 and
December 31, 1999, the Company had no investments in debt or equity
securities.
5. Total comprehensive loss during the quarters ended March 31, 2000 and 1999
consisted of (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------- ------
<S> <C> <C>
Net loss $(352) $(639)
Translation adjustments (125) 109
------ -----
Comprehensive loss $(477) $(530)
====== =====
</TABLE>
6. During all periods presented, the Company conducted its business
predominantly within one industry segment: the medical systems
business.
6
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7. On February 18, 2000, the Company signed an agreement with Wavelight Laser
Technologie AG (`Wavelight") to sell its interest in NWL Laser Technologie
GmbH ("NWL"). The sale, which was approved by Wavelight's shareholders on
March 31, 2000, has an effective date of January 1, 2000. As part of the
transaction, NWL will continue to distribute Laserscope's products in all
countries covered by NWL's current distribution channels. The details of
the transaction are as follows (in thousands):
<TABLE>
<S> <C>
Assets and liabilities sold:
Cash $ 296
Accounts receivable 2,477
Inventory 2,514
Other current assets 329
Property, plant & equipment 857
Licenses & intangible assets 2,707
Accounts payable & accruals (1,255)
Income taxes payable (323)
Short-term bank loans (3,040)
Long-term bank loans (863)
Minority interest & other (37)
------
3,662
Proceeds:
Due May 2000 3,429
In escrow until 2001 400
-------
Total 3,829
------
Net Gain $ 167
======
</TABLE>
Laserscope will defer recognition of the gain until the funds held in
escrow are paid to the Company.
8. On January 14, 2000, Laserscope completed the second and final closing of
a private placement of common stock. In the transaction, the company
issued 995,000 shares to accredited investors in exchange for proceeds
(net of offering expenses) of $731,000. As part of the transaction, the
Company also issued 218,875 five year warrants to purchase Laserscope
common stock at a price of $1.25 to the placement agent.
9. On February 11, 2000, the Company issued $3,000,000 of 8% Convertible
Subordinated Debentures with a schedule maturity in 2007 to affiliates of
the Renaissance Capital Group. The debentures are convertible into common
stock of the Company at a conversion price of $1.25 per share subject to
adjustment in certain events. Laserscope may redeem the debentures at any
time at 101% of par value in certain events. The debentures contain a
mandatory principal payment feature whereby the Company is required to pay
monthly principal installments equaling ten dollars per thousand dollars
of the remaining principal amount beginning February 11, 2002. As part of
the transaction, the Company also issued 218,875 five year warrants to
purchase Laserscope common stock at a price of $1.50 to the placement
agent.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Except for the historical information contained in this Quarterly
Report on Form 10-Q, the matters discussed herein are forward-looking statements
made pursuant to the safe harbor
7
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provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements are subject to certain risks
and uncertainties that could cause the actual results to differ materially from
those projected. Factors that could cause actual results to differ materially
include, but are not limited to, the timing of orders and shipments, the
Company's ability to balance its inventory and production schedules, the timely
development, clearance by the F.D.A. and other regulatory agencies and market
acceptance of new products and surgical/therapeutic procedures, the impact of
competitive products and pricing, Laserscope's ability to raise capital on terms
acceptable to the Company, or at all, the Company's ability to expand further
into international markets, and public policy relating to health care reform in
the United States and other countries.
Laserscope intends to enter additional international markets, requiring
significant management attention and financial resources and further subjecting
the Company to the risks of operating internationally. These risks include
unexpected changes in regulatory requirements, delays resulting from difficulty
in obtaining export licenses for certain technology, customs, tariffs and other
barriers and restrictions, and the burdens of complying with a variety of
foreign laws. The Company is also subject to general geopolitical risks in
connection with its international operations, such as political and economic
instability and changes in diplomatic and trade relationships. The Company
cannot predict whether quotas, duties, taxes or other charges or restrictions
will be imposed by the United States, Japan, countries in the European Union or
other countries upon the import or export of Laserscope's products in the
future, or what effect any such actions would have on its business, financial
condition or results of operations. In addition, fluctuations in currency
exchange rates may negatively affect the Company's ability to compete in terms
of price against products denominated in local currencies. There can be no
assurance that regulatory, geopolitical and other factors will not adversely
affect the Laserscope's operations in the future or require Laserscope to modify
its current business practices.
Other risks are detailed from time to time in Laserscope's press releases and
other public disclosure filings with the U.S. Securities and Exchange Commission
(SEC), copies of which are available upon request from the Company. The
forward-looking statements included herein speak only as of the date hereof.
Laserscope assumes no obligation to update any forward-looking statements
included herein.
RESULTS OF OPERATIONS:
The following discussion should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included in Part I -- Item 1
of this Quarterly Report and the audited financial statements and notes
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 and the Management's Discussion and Analysis of Financial
Condition and Results of Operations contained therein.
Net revenues for the quarter ended March 31, 2000 were $8.6 million, a decrease
of approximately 28% from net revenues of $11.9 million in the corresponding
quarter of 1999. The decrease in net revenues during the first quarter of 1999
compared to the first quarter of 1999 is due primarily to the Company
discontinuing sales of NWL products and services, (15%), and, to a lesser
extent, lower sales of Laserscope lasers, (13%). Sales of NWL products and
services contributed revenues of approximately $1.8 million during the first
quarter of 1999. Laserscope sold NWL effective January 1, 2000 but retained
distribution of the Company's products through NWL in Germany.
8
<PAGE> 9
Revenues from the sales of laser systems were approximately 50% of total net
revenues during the quarter ended March 31, 2000, compared to approximately 60%
of total net revenues during the same period in 1999. In dollars, these revenues
decreased approximately 39% which reflects the discontinued sale of NWL lasers
and lower average unit prices for Laserscope lasers. The lower average unit
prices primarily reflect a higher mix of aesthetic lasers sold in the United
States and Europe in the first quarter of 2000 compared to the first quarter of
1999. The Company expects that its revenue mix trends in all geographic markets
will continue to shift toward lower-priced office-based aesthetic lasers.
Revenues from the sales of disposable supplies and instrumentation comprised
approximately 33% of total net revenues during the quarter ended March 31, 2000,
compared to approximately 26% of total net revenues in the corresponding period
in 1999. In dollars, these revenues decreased approximately 9%. The decrease is
due principally to the discontinued sales of NWL instrumentation. Sales of
Laserscope disposable supplies and instrumentation remained at approximately the
same dollar level during the first quarter of 2000 compared to the first quarter
of 1999.
The Company believes that sales of laser equipment in the United States, which
have trended towards lower-priced office lasers for aesthetic procedures and
away from lasers to be used in the hospital for non-aesthetic procedures, has
resulted in lower sales of disposable supplies and instrumentation. Office
lasers used in aesthetic procedures, although carrying one-time sales of
instrumentation, generally do not create a stream of sales of disposable
supplies. The Company expects revenues from the sales of instrumentation and
disposable supplies to depend on the Laserscope's ability to develop and promote
surgical procedures that use these products and to increase its installed base
of systems.
Laserscope's service revenues during the quarter ended March 31, 2000 were 8%
lower than service revenues during the corresponding quarter of 1999. This
decrease is principally attributable to the discontinued sale of NWL services,
partially offset by higher domestic revenues as a result of increased service
contract revenues. The Company believes that future revenues depend on increases
to the installed base of lasers as well as the acceptance of its service
contracts by its customers.
The Company believes that acceptance of lasers in
aesthetic surgery, dermatology, urology and ear, nose and throat surgery will
continue to be important to its business. In addition, the Company expects that
the adoption of photodynamic therapy by medical practitioners will be important.
The Company continues to invest in developing new instrumentation for emerging
surgical applications and in educating surgeons in the United States and
internationally to encourage the adoption of such new applications.
Gross margin as a percentage of net revenues for the quarter ended March 31,
2000 was 45%, compared to 46% for the corresponding quarter in 1999. The
decrease is primarily attributable to product mix shifts toward lower margin
lasers in the United States and Europe. Laserscope expects that gross margin as
a percentage of revenues for the remainder of 2000 may vary from quarter to
quarter as product and distribution mix varies.
Research and development expenses are the result of activities related to the
development of new laser, instrumentation and disposable products and the
enhancement of Laserscope's existing products. In the first quarter of 2000,
amounts spent in research and development decreased approximately 37% compared
to the corresponding quarter of 1999. As a percentage of net revenues, these
expenses were approximately 10% and 12% in the quarters ended March 31, 2000 and
March 31, 1999, respectively. The decrease in spending is due to
9
<PAGE> 10
decreased laser product development activity in the United States, and to a
lesser extent the elimination of NWL research and development expenses. The
Company expects that amounts spent in research and development will remain at
similar levels during the remainder of 2000.
Selling, general and administrative expenses decreased approximately 29% in the
quarter ended March 31, 2000, compared to the corresponding quarter of 1999. As
a percentage of revenue, these expenses were approximately 38% in the first
quarter of 2000 and 39% in the first quarter of 1999. The decrease in spending
is principally due to expense reduction programs instituted by Laserscope in
third quarter of 1999 and, to a lesser extent, the
elimination of NWL selling, general and administrative expenses. The Company
expects amounts spent in selling, general and administrative expenses to remain
to increase during the remainder of 2000 as variable selling and marketing
expenses increase.
10
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LIQUIDITY AND CAPITAL RESOURCES:
Total assets and liabilities as of March 31, 2000 were $25.3 million and $12.1
million respectively, compared to assets and liabilities of $29.0 million and
$16.9 million at December 31, 1999. Working capital increased $6.8 million from
$6.8 million at December 31, 1999 to $13.6 million at March 31, 2000, while cash
and cash equivalents increased $1.4 million during the period. The net increase
in cash and cash equivalents was due principally to financing activities.
Cash used by operating activities totaled $0.1 million. This was the combined
result of the following uses: Net loss - $0.4 million; reductions in accounts
payable - $0.5 million; reductions in accrued compensation - $0.2 million;
increased accounts receivable - $0.4 million and increased other current assets
- - $0.1 million. These uses were offset partially by in the following: reductions
in inventory - $0.8 million; depreciation and amortization- $0.5 million; and
increased other current liabilities - $0.1 million.
Cash used by investing activities consisted of capital expenditures of $0.2
million and other comprehensive income of $0.1 million.
Cash provided by financing activities totaled $1.9 million and consisted of net
proceeds from the sale of convertible debentures - $2.7 million; net proceeds
from the private placement of common stock - $0.7 million; and proceeds from the
sale of common stock under stock plans $0.5 million. These sources were off set
by the following uses: reductions in short-term bank borrowings - $1.6 million;
cash sold in the sale of NWL - $0.3 million and payments on obligations under
capital leases $0.1 million.
The Company has in place a $6.0 million asset based line of credit based on the
Company's eligible accounts receivable and inventory which expires in September
2000. At March 31, 2000, the Company had approximately $2.8 million in
collateral available against the $2.7 million outstanding and was in compliance
with all financial covenants.
Laserscope anticipates that future changes in cash and working capital will
depend on a number of factors, including, but not limited to, management's
ability to effectively manage non-cash assets such as inventory and accounts
receivable. The Company competes in a competitive industry where technological
changes and acceptance of new and alternative procedures by its customers is
rapid. Management's ability to anticipate and adapt to these changes will
significantly affect the Company's investment in inventory and the potential for
inventory valuation adjustments. Historically, a source of liquidity for the
Company has been the sale of common stock under stock plans, principally
employee stock option and stock purchase plans. To the extent that the market
price of the common stock discourages the exercise of stock options, this source
of liquidity may be unavailable. At March 31, 2000, options to purchase
approximately 3.1 million shares of Laserscope's common stock were outstanding,
of which approximately 1.4 million were exercisable at a weighted average
exercise price of $2.17. Finally, the level of profitability of the Company will
have a significant effect on cash resources.
From time to time, the Company may also consider the acquisition of, or evaluate
investments in, certain products and businesses complementary to the Company's
business. Any such acquisition or investment may require additional capital
resources. The Company has historically financed acquisitions using its existing
cash resources. While the Company believes its existing cash resources will be
sufficient to fund its operating needs for the next twelve months, additional
financing either through its bank lines of credit or otherwise will be required
for the Company's currently envisioned long term needs.
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There also can be no assurance that any additional financing will be available
on terms acceptable to the Company, or at all. In addition, future equity
financings could result in dilution to the Company's shareholders, and future
debt financings could result in certain financial and operational restrictions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of risks, including changes in interest
rates affecting the return on its investments, outstanding debt balances and
foreign currency fluctuations. In the normal course of business, the Company
employs established policies and procedures to manage its exposure to
fluctuations in interest rates and foreign currency values.
INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest rates relates
primarily to the Company's investment and debt portfolios. The Company has not
used derivative financial instruments in its investment or debt portfolios. The
Company invests its excess cash in money market funds and commercial paper. The
Company's debt financing consist of convertible debentures and bank loans
requiring either fixed or variable rate interest payments. Investments in and
borrowings under both fixed-rate and floating-rate interest-earning instruments
carry a degree of interest rate risk. On the investment side, fixed-rate
securities may have their fair market value adversely affected due to a rise in
interest rates, while floating-rate securities may produce less income than
expected if interest rates fall. In addition, the Company's future investment
income may fall short of expectations due to changes in interest rates or the
Company may suffer losses in principal if forced to sell securities which have
declined in market value due to changes in interest rates. On the debt side,
borrowings that require fixed-rate interest payments require greater than
current market rate interest payments if interest rates fall, while floating
rate borrowings may require greater interest payments if interest rates rise.
Additionally, the Company's future interest expense may be greater than expected
due to changes in interest rates.
FOREIGN CURRENCY RISK
International revenues were 41% of total revenues in the quarter ended March 31,
2000, compared to 48% of total revenues during the comparable period in 1999.
International sales are made through international distributors and wholly- and
majority-owned subsidiaries with payments to the Company typically denominated
in the local currencies of the United Kingdom and France, and in U.S. dollars in
the rest of the world. The Company's international business is subject to risks
typical of an international business, including, but not limited to, differing
economic conditions, changes in political climate, differing tax structures,
other regulations and restrictions, and foreign exchange rate volatility.
Accordingly, the Company's future results could be materially adversely affected
by changes in these or other factors. The effect of foreign exchange rate
fluctuations on the Company in the quarters ended March 31, 2000 and 1999 was
not material, and the Company does not engage in hedging transactions for
speculative or trading purposes.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to a number of legal proceedings arising in the ordinary
course of business. While it is not feasible to predict or determine the outcome
of the actions brought against it, the Company believes that the ultimate
resolution of these claims will not ultimately have a material adverse effect on
its financial position or results of operations.
In 1997, a medical malpractice and product liability suit was filed against a
hospital, two physicians and Laserscope relating to a laser manufactured by
Heraeus Surgical, Inc. which was acquired by Laserscope in August 1996. On May
12, 2000, the parties in the case agreed to binding arbitration under which the
maximum award to the plaintiff would be within the Company's insurance policy
limits.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER ITEMS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith (numbered in accordance with Item
601 of Regulation S-K):
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
10.14 Form of Laserscope's Management Continuity agreement as amended.
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
Report on Form 8-K (the "Form 8-K") filed February 10, 2000. The
Form 8-K announced the consummation of the Company's private
placement of common shares which netted the Company approximately
$1.8 million in proceeds.
Report on Form 8-K (the "Form 8-K") filed March 1, 2000. The Form
8-K announced the consummation of the Company's private placement
of convertible subordinated debentures which netted the company
approximately $2.9 million in proceeds.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LASERSCOPE
Registrant
/s/ Dennis LaLumandiere
------------------------------
Dennis LaLumandiere
Vice President of Finance
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: May 15, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
10.14 Form of Laserscope's Management Continuity agreement as amended.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10.14
MANAGEMENT CONTINUITY AGREEMENT
This Management Continuity Agreement (the "Agreement") is made and
entered into effect as of April 6, 2000, by and between _____________ (the
"Employee") and Laserscope, a California corporation (the "Company").
RECITALS
A. It is expected that another company or other entity may from time to
time consider the possibility of acquiring the Company or that a
change in control may otherwise occur, with or without the approval
of the Company's Board of Directors (the "Board"). The Board
recognizes that such consideration can be a distraction to the
Employee and can cause the Employee to consider alternative
employment opportunities. The Board has determined that it is in the
best interests of the Company and its shareholders to assure that
the Company will have the continued dedication and objectivity of
the Employee, notwithstanding the possibility, threat or occurrence
of a Change of Control (as defined below) of the Company.
B. The Board believe that it is in the best interest of the Company and
its shareholders to provide the Employee with an incentive to
continue his or her employment with the Company.
C. The Board believes that it is imperative to provide the Employee
with certain benefits upon a Change of Control and, under certain
circumstances, upon termination of the Employee's employment in
connection with a Change of Control, which benefits are intended to
provide the Employee with financial security and provide sufficient
income and encouragement to the Employee to remain with the Company
notwithstanding the possibility of a Change of Control.
D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by the
Employee, to agree to the terms provided in this Agreement.
E. Certain capitalized terms used in the Agreement are defined in
Section 4 below.
In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of Employee by the
Company, the parties agree as follows:
1. At-Will Employment: The Company and the employee acknowledge
that the Employee's employment is and shall continue to be
at-will, as defined under applicable law. If the Employee's
employment terminates for any reason, including (without
limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this
Agreement, or as may otherwise be available in accordance with
the Company's established employee plans and written policies
at the time of termination. The terms of this Agreement shall
terminate upon the earlier of (I) the date that all
obligations of the parties hereunder have been satisfied, (ii)
two years after the new effective date, or (iii) twenty-four
(24) months after a Change of
<PAGE> 2
Control. A termination of the terms of this Agreement pursuant
to the preceding sentence shall be effective for all purposes,
except that such termination shall not affect the payment or
provision of compensation or benefits on account of a
termination of employment occurring prior to the termination
of the terms of this Agreement.
2. Change of Control/Stock Options. Immediately upon the
effective date of the Change of Control, each stock option
granted for the Company's securities held by the Employee
shall become immediately vested and shall be exercisable in
full in accordance with the provisions of the option agreement
and plan pursuant to which such option was granted. Upon the
immediate vesting of such stock options, the Employee will
have the right (subject to any limitations imposed by Section
16 of the Securities Exchange Act of 1934 or other applicable
securities laws and the California Corporations Code and only
to the extent permitted by the terms of the applicable option
plan) to deliver a promissory note with a two (2) year term,
at the prime rate of interest determined as of the date of
payment of the exercise price for such options. The delivered
note will be non-recourse, and the Company or its successor
will look solely to the pledged shares for repayment.
3. Severance Benefits
(a) Termination Following A Change of Control. Subject to
Section 5 below, if the Employee's employment with the
Company is terminated at any time within 24 months after a
Change of Control, then the Employee shall be entitled to
receive severance benefits as follows:
(i) Voluntary Resignation. If the Employee voluntarily
resigns from the Company (other than as an
Involuntary Termination (as defined below) or if
the Company terminates the Employee's employment
for Cause (as defined below), then the Employee
shall not be entitled to receive severance
payments. The Employee's benefits will be
terminated under the Company's then existing
benefit plans and policies in accordance with such
plans and policies in effect on the date of
termination.
(ii) Involuntary Termination. If the Employee's
employment is terminated within 12 months of the
Change of Control as a result of Involuntary
Termination other than for Cause, the Employee
shall be entitled to receive 12 months severance
payments (the "Severance Period") from the date of
the Employee's termination. If the Employee's
employment is terminated after 12 months but
within 24 months after the Change of Control, the
Employee shall be entitled to receive 9 months
severance payments (the "Severance Period") from
the date of the Employee's termination. The
Employee's severance payments shall be equal to
the salary which the Employee was receiving
immediately prior to the Change of Control plus a
25% bonus for Executive Committee members and 45%
for the CEO shall be paid during the Severance
Period in accordance with the Company's standard
payroll practices or, at
<PAGE> 3
the Employee's election, shall be paid to the
Employee in lump sum within ten (10) days of the
Employee's termination date. Such election shall
not affect the length of the Severance Period nor
the provision of benefits within the Severance
Period. In addition,during the Severance Period,
the Employee shall be provided with benefits
substantially identical to those to which the
Employee was entitled immediately prior to the
Change of Control.
(iii) Involuntary Termination for Cause. If the
Employee's employment is terminated for Cause,
then the Employee shall not be entitled to receive
severance payments. The Employee's benefits will
be terminated under the Company's then existing
benefits plans and policies in effect on the date
of termination.
(b) Termination Apart from Change of Control. In the event
the Employee's employment terminates for any reason
prior to the Change of Control, then the Employee shall
not be entitled to receive any severance payments under
this Agreement. The Employee's benefits will be
terminated under the Company's then existing benefit
plans and policies in accordance with such plans and
policies in effect on the date of termination.
4. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:
(a) Change of Control. "Change of Control" shall mean the
occurrence of any of the following events:
(i) Ownership. Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes
the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of
securities of the Company representing twenty
percent (20%) or more of the total voting power
represented by the Company's then outstanding
voting securities without the approval of the
Board of Directors of the Company; or
(ii) Merger/Sale of Assets. A merger or consolidation
of the Company whether or not approved by the
Board of Directors of the Company, other than a
merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total
voting power represented by the voting securities
of the Company or such surviving entity
outstanding immediately after such merger or
consolidation, or the shareholders of the Company
approve a plan of complete liquidation of the
Company or an agreement for the sale or
disposition by the Company of all or substantially
all of the Company's assets.
(iii) Change in Board Composition. A change in the
composition of the Board of Directors of the
Company, as a result of which fewer than
<PAGE> 4
a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either
(A) are directors of the Company as of April 4, 1996, or
(B) are elected, or nominated for election, to the Board
of Directors of the Company with the affirmative votes
of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not
include an individual whose election or nomination is in
connection with an actual or threatened proxy contest
relating to the election of directors to the Company).
(b) Cause. "Cause" shall mean (i) material breach of any
material terms of this Agreement, (ii) conviction of a
felony, (iii) fraud, (iv) repeated unexplained or
unjustified absence, (v) willful breach of fiduciary
duty under applicable laws, this Agreement or Company
policies first in effect prior to the occurrence of a
Change in Control or (vi) gross negligence or willful
misconduct where such gross negligence or willful
misconduct has resulted or is likely to result in
substantial and material damage to the Company or its
subsidiaries.
(c) Involuntary Termination. "Involuntary Termination" will
include the Employee's voluntary termination, upon 30
days prior written notice to the Company, following (i)
a material reduction in job responsibilities
inconsistent with the Employee's position with the
Company and the Employee's prior responsibilities, i.e.,
parent company versus subsidiary level or type
responsibility, or (ii) relocation to a facility or
location more than 50 miles from the Company's current
location, or (iii) reduction in salary.
5. Limitation on Payments. To the extent that any of the payments or
benefits provided for in this Agreement or otherwise payable to the
Employee constitute "parachute payments" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and, but for this Section 5, would be subject to the excise
tax imposed by Section 4999 of the code, the Company shall reduce
the aggregate amount of such payments and benefits such that the
present value thereof (as determined under the Code and the
applicable regulations) is equal to 2.99 times the Employee's "base
amount" as defined in Section 280G (b)(3) of the Code.
6. Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation,
or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and
agree expressly to perform the obligations under this Agreement n
the same manner and to the same extent as the company would be
required to perform such obligations in the absence of a succession.
The terms of this Agreement and all of the Employee's rights
hereunder shall insure to the benefit of, and be enforceable by, the
Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.
<PAGE> 5
7. Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid. Mailed
notices to the Employee shall be addressed to the Employee at the
home address which the Employee most recently communicated to the
Company in writing. In the case of the Company, mailed notices shall
be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.
8. Miscellaneous Provisions.
(a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this
Agreement (whether by seeking new employment or in any
other manner), nor, except as otherwise provided in this
Agreement, shall any such payment be reduced by any
earnings that the Employee may receive from any other
source.
(b) Waiver. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver, or
discharge is agreed to in writing and signed bye the
Employee and by an authorized officer of the Company
(other than the Employee). No waiver by either party of
any breach of, or of compliance with, any condition or
provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or
of the same condition or provision at another time.
(c) Whole Agreement. No agreements, representations or
understandings (whether oral or written and whether
express or implied) which are not expressly set forth in
this Agreement have been made or entered into by either
party with respect to the subject matter hereof. This
Agreement supersedes any agreement of the same title and
concerning similar subject matter dated prior to the date
of this Agreement, and by execution of this Agreement both
parties agree that any such predecessor agreement shall be
deemed null and void.
(d) Choice of Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the
laws of the State of California without reference to
conflict of law provisions.
(e) Severability. If any term or provision of this Agreement
or the application thereof to any circumstance shall, in
any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity
or unenforceability without invalidating or rendering
unenforceable the remaining terms and provisions to
circumstances other than those as to which it is held
invalid or unenforceable, and a suitable and equitable
term or provision shall be substituted therefore to carry
out, insofar as may be valid and enforceable, the intent
and purpose of the invalid or unenforceable term or
provision.
<PAGE> 6
(f) Arbitration. Any dispute or controversy arising under or
in connection with this Agreement may be settled at the
option of either party by binding arbitration in the
County of Santa Clara, California, in accordance with
the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator's
award in a court having jurisdiction. Punitive damages
shall not be awarded.
(g) Legal Fees and Expenses. The parties shall each bear
their own expenses, legal fees and other fees incurred
in connection with this Agreement.
(h) No Assignment of Benefits. The rights of any person to
payments or benefits under this Agreement shall not be
made subject to option or assignment, either by
voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and
any action in violation of this subsection (h) shall be
void.
(i) Employment Taxes. All payments made pursuant to this
Agreement will be subject to withholding of applicable
income and employment taxes.
(j) Assignment by Company. The Company may assign its rights
under this Agreement to an affiliate, and an affiliate
may assign its rights under this Agreement to another
affiliate of the Company or to the Company; provided,
however, that no assignment shall be made if the net
worth of the assignee is less than the net worth of the
Company at the time of the assignment. In the case of
any such assignment, the term "Company" when used in a
section of this Agreement shall mean the corporation
that actually employs the Employee.
(k) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original,
but all of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
LASERSCOPE
By: _________________________ By:__________________________
(Title) (Employee)
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