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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 5, 1999
0-28448
(Commission File Number)
______________________________
GENERAL SURGICAL INNOVATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
California 94-3160456
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
10460 Bubb Road, Cupertino, California 95014
(Address of Registrant's Principal Executive Office)
http:/www.gsii.com
(Web site address)
(408) 863-2500
(Registrant's telephone number, including area code)
______________________________
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ITEM 5. OTHER EVENTS
On November 5, 1999, General Surgical Innovations, Inc., a Nevada
corporation, entered into Amendment No. 1, to Agreement and Plan of Merger,
dated as of August 23, 1999, by and among General Acquisition Corp. ("General
Acquisition"), a Nevada corporation and a wholly-owned subsidiary of Tyco
International Ltd., a Bermuda company, General Sub Acquisition Corp., a
California corporation and a wholly-owned subsidiary of General Acquisition,
and Tyco Acquisition Corp. XXIII, a Delaware corporation and a wholly-owned
subsidiary of General Acquisition, which is attached hereto as Exhibit 2.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT NUMBER TITLE
2.2 Amendment No. 1, dated as of November 5, 1999, to
Agreement and Plan of Merger, dated as of August
23, 1999 among General Acquisition Corp., General
Sub Acquisition Corp., General Surgical
Innovations, Inc. and Tyco Acquisition Corp. XXIII.
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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.
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Gregory D. Casciaro
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Gregory D. Casciaro
President and Chief Executive Officer
Date: November 10, 1999
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Exhibit Index
EXHIBIT NUMBER TITLE
2.2 Amendment No. 1, dated as of November 5, 1999, to
Agreement and Plan of Merger, dated as of August 23,
1999 among General Acquisition Corp., General Sub
Acquisition Corp., General Surgical Innovations,
Inc. and Tyco Acquisition Corp. XXIII
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EXHIBIT 2.2
AMENDMENT NO.1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of November 5, 1999 (this
"AMENDMENT"), to the Agreement and Plan of Merger, dated as of August 23,
1999 (the "MERGER AGREEMENT"), among General Acquisition Corp. ("PARENT"), a
Nevada corporation and a direct, wholly-owned subsidiary of Tyco
International Ltd., General Sub Acquisition Corp., a California corporation
and a direct, wholly-owned subsidiary of Parent ("MERGER SUB"), and General
Surgical Innovations, Inc., a California corporation (the "COMPANY"), is
entered into among Parent, Merger Sub, the Company and Tyco Acquisition Corp.
XXIII, a Delaware corporation and a direct, wholly-owned subsidiary of Parent
("NEW MERGER SUB").
WITNESSETH:
WHEREAS, Parent, Merger Sub and the Company have previously entered
into the Merger Agreement, which contemplates that acquisition of all of the
outstanding equity interests in the Company by Parent by means of a merger of
Merger Sub with and into the Company (the "MERGER"); and
WHEREAS, the parties to the Merger Agreement desire to amend
certain terms of such agreement in the manner set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Merger Sub, the Company and New Merger Sub hereby agree as
follows:
1. Merger Sub hereby assigns and transfers all of its rights and
obligations under the Merger Agreement to New Merger Sub, and the other
parties hereto hereby consent to such assignment and transfer and acknowledge
that such assignment and transfer will not be deemed to result in any breach
of any representations, warranties, covenants or agreements under the Merger
Agreement. All references in the Merger Agreement to "Merger Sub" shall now
be deemed to be references to "New Merger Sub". The parties acknowledge that
in addition to the filing of the Certificate of Merger with the Secretary of
State of the State of California contemplated by Section 1.02 of the Merger
Agreement the parties will be required to make a concurrent filing with the
Secretary of State of the State of Delaware to effectuate the Merger and that
the effects of the Merger will now be governed by both the CGCL and the
General Corporation Law of the State of Delaware.
2. The reference to "Section 7.01(j)" in Section 1.06(a) of the
Merger Agreement is hereby deleted from the Merger Agreement.
3. Section 7.01(j) of the Merger Agreement is hereby deleted in
its entirety from the Merger Agreement.
4. All references in this Amendment to capitalized terms that are
not otherwise defined shall be given the meanings ascribed to them in the
Merger Agreement.
5. Except as expressly stated in this Amendment, all of the
remaining terms of the Merger Agreement shall remain in full force and effect.
6. The terms of Article VIII of the Merger Agreement are
incorporated by reference into this Amendment.
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IN WITNESS WHEREOF, Parent, Merger Sub, the Company and New Merger
Sub have caused this Amendment to be executed as of the date first written
above by their respective officers thereunto duly authorized.
GENERAL ACQUISITION CORP.
By: /s/ Irving Gutin
----------------
Name: Irving Gutin
Title: Vice President
GENERAL SUB ACQUISITION CORP.
By: /s/ Irving Gutin
----------------
Name: Irving Gutin
Title: Vice President
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Gregory D. Casciaro
-----------------------
Name: Gregory D. Casciaro
Title: President and Chief Executive Officer
TYCO ACQUISITION CORP. XXIII
By: /s/ Irving Gutin
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Name: Irving Gutin
Title: Vice President
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The undersigned hereby consents to Amendment No. 1, dated as of
November 5, 1999, to the Agreement and Plan of Merger, dated as of August 23,
1999, among General Acquisition Corp., General Sub Acquisition Corp., and
General Surgical Innovations, Inc., being entered into among General
Acquisition Corp., General Sub Acquisition Corp., General Surgical
Innovations, Inc. and Tyco Acquisition Corp. XXIII and the performance
thereunder of the parties thereto.
TYCO INTERNATIONAL LTD.
By: /s/ Byron Kalogerou
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Name: Byron Kalogerou
Title: Vice President and Assistant Corporate
Secretary
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