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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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VIDAMED, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware 77-0314454
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification Number)
46107 Landing Parkway
Fremont, California 94538
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: [_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box: [X]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None Not applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Securities to Be Registered
Pursuant to the Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of January 27, 1997 between VidaMed, Inc. ("VidaMed") and
American Securities Transfer, Inc., as Rights Agent (the "Rights Agent"),
VidaMed's Board of Directors declared a dividend of one right (a "Right") to
purchase one one-thousandth share of VidaMed's Series A Participating Preferred
Stock ("Series A Preferred") for each outstanding share of Common Stock ("Common
Shares") of VidaMed. The dividend was payable on January 31, 1997 (the "Record
Date") to stockholders of record as of the close of business on that date. Each
Right entitles the registered holder to purchase from VidaMed one one-thousandth
of a share of Series A Preferred at an exercise price of $50.00 (the "Purchase
Price"), subject to adjustment.
The following summary of the principal terms of the Rights Agreement,
as amended by Amendment No. 1 to the Rights Agreement, is a general description
only and is subject to the detailed terms and conditions of the Rights Agreement
and Amendment No. 1 to the Rights Agreement. A copy of the Rights Agreement was
previously filed as an exhibit to this Registration Statement and is
incorporated herein by reference. A copy of Amendment No. 1 to the Rights
Agreement is filed as an exhibit to this Registration Statement and is
incorporated herein by reference.
Rights Evidenced by Common Share Certificates. The Rights will not be
exercisable until the Distribution Date (defined below). Until the Distribution
Date, certificates for the Rights ("Rights Certificates") will not be sent to
stockholders; instead, the Rights will attach to and trade only together with
the Common Shares. Accordingly, Common Share certificates that were outstanding
on the Record Date evidence the Rights related thereto, and Common Share
certificates issued after the Record Date contain and will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
the earlier redemption or expiration of the Rights), the surrender or transfer
of any certificates for Common Shares outstanding as of the Record Date, even
without the notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
Distribution Date. The Rights will separate from the Common Shares,
Rights Certificates will be issued and the Rights will become exercisable upon
the earlier of: (i) 10 days (or such later date as may be determined by a
majority of the Board of Directors, excluding directors affiliated with the
Acquiring Person, as defined below (the "Continuing Directors")) following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares; and (ii)
10 business days (or such later date as may be determined by a majority of the
Continuing Directors) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
the outstanding Common Shares. The earlier of such dates is referred to as the
"Distribution Date."
Effective as of January 3, 2000, VidaMed approved Amendment No. 1 to
the Rights Agreement, which amended the definition of "Acquiring Person." In the
amendment, the 20% trigger amounts in clauses (i) and (ii) in the immediately
preceding paragraph above were raised
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to 25% for Medtronic Asset Management, Inc. or any of its affiliates or
associates (collectively, the "Medtronic Group"). Therefore, in order to be
deemed an "Acquiring Person" under the Rights Agreement, a member of the
Medtronic Group must have acquired, or obtained the right to acquire, together
with all members of the Medtronic Group, beneficial ownership of 25% or more of
the outstanding Common Shares, or commenced, or announced an intention to make,
a tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a member of the Medtronic Group, together with all
members of the Medtronic Group, of 25% or more of the outstanding Common Shares.
Issuance of Rights Certificates; Expiration of Rights. As soon as
practicable following the Distribution Date, separate Rights Certificates will
be mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date and such separate Rights Certificates alone will
evidence the Rights from and after the Distribution Date. All Common Shares
issued prior to the Distribution Date will be issued with Rights. Common Shares
issued after the Distribution Date may be issued with Rights if such shares are
issued (i) upon the conversion of outstanding convertible debentures or any
other convertible securities issued after adoption of the Rights Agreement or
(ii) pursuant to the exercise of stock options or under employee benefit plans
or arrangements unless such issuance would result in (or create a risk that)
such options, plans or arrangements would not qualify for otherwise available
special tax treatment. Except as otherwise determined by the Board of
Directors, no other Common Shares issued after the Distribution Date will be
issued with Rights. The Rights will expire on the earliest of (i) December 19,
2006 (the "Final Expiration Date"), (ii) redemption or exchange of the Rights as
described below, or (iii) consummation of an acquisition of VidaMed satisfying
certain conditions by a person who acquired shares pursuant to a Permitted Offer
as described below.
Initial Exercise of the Rights. Following the Distribution Date, and until
one of the further events described below, holders of the Rights will be
entitled to receive, upon exercise and the payment of $50.00 per Right, one one-
thousandth share of the Series A Preferred. In the event that VidaMed does not
have sufficient Series A Preferred available for all Rights to be exercised, or
the Board decides that such action is necessary and not contrary to the
interests of Rights holders, VidaMed may instead substitute cash, assets or
other securities for the Series A Preferred for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy VidaMed Common Shares. Unless the Rights are earlier
redeemed, in the event that an Acquiring Person becomes the beneficial owner of
20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's
Common Shares then outstanding (other than pursuant to a Permitted Offer), then
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, Common Shares
having a value equal to two times the Purchase Price. Rights are not
exercisable following the occurrence of an event as described above until such
time as the Rights are no longer redeemable by VidaMed as set forth below.
Right to Buy Acquiring Company Stock. Unless the Rights are earlier
redeemed, in the event that, after the Shares Acquisition Date (as defined
below), (i) VidaMed is acquired in a
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merger or other business combination transaction, or (ii) VidaMed consummates a
merger or other business combination transaction in which VidaMed is the
continuing or surviving corporation, or (iii) 50% or more of VidaMed's assets or
earning power are sold, each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person, which
will thereafter be void) will thereafter have the right to receive, upon
exercise, shares of common stock of (i) the corporation acquiring VidaMed or
(ii) VidaMed or (iii) the purchaser of 50% or more of VidaMed's assets or
earning power, respectively, such shares in each case having a value equal to
two times the Purchase Price (unless the transaction satisfies certain
conditions and is consummated with a person who acquired shares pursuant to a
Permitted Offer, in which case the Rights will expire).
Permitted Offer. A Permitted Offer means a tender offer for all
outstanding Common Shares that has been determined by a majority of the
Continuing Directors to be fair and otherwise in the best interests of VidaMed
and its stockholders. Where the Board of Directors has determined that a tender
offer constitutes a Permitted Offer, the Rights will not become exercisable to
purchase Common Shares or shares of the acquiring company (as the case may be)
at the discounted price described above.
Exchange Provision. At any time after the acquisition by an Acquiring
Person of 20% (25%, in the case of a member of the Medtronic Group) or more of
VidaMed's outstanding Common Shares and prior to the acquisition by such
Acquiring Person of 50% or more of VidaMed's outstanding Common Shares, the
Board of Directors of VidaMed may exchange the Rights (other than Rights owned
by the Acquiring Person), in whole or in part, at an exchange ratio of one
Common Share per Right.
Redemption. At any time on or prior to the close of business on the
earlier of (i) the 10th day following the acquisition by an Acquiring Person of
20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's
outstanding Common Shares (the "Shares Acquisition Date") or such later date as
may be determined by a majority of the Continuing Directors and publicly
announced by VidaMed, or (ii) the Final Expiration Date of the Rights, VidaMed
may redeem the Rights in whole, but not in part, at a price of $.01 per Right.
Adjustments to Prevent Dilution. The Purchase Price payable, the number of
Rights, and the number of Series A Preferred or Common Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time in connection with the dilutive issuances by
VidaMed as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares. No fractional portion less
than integral multiples of one Common Share will be issued upon exercise of a
Right and in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading date prior to the date of
exercise.
No Stockholders' Rights Prior to Exercise. Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of VidaMed (other
than any rights resulting from
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such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement. The provisions of the Rights Agreement may
be supplemented or amended by the Board of Directors in any manner prior to the
close of business on the date of the acquisition by an Acquiring Person of 20%
(25%, in the case of a member of the Medtronic Group) or more of VidaMed's
outstanding Common Shares without the approval of Rights holders. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
Rights and Preferences of the Series A Preferred. Series A Preferred
purchasable upon exercise of the Rights will not be redeemable. Each share of
Series A Preferred will be entitled to an aggregate dividend of 1,000 times the
dividend declared per Common Share. In the event of liquidation, the holders of
the Series A Preferred will be entitled to a minimum preferential liquidation
payment equal to $50,000 per share. Each share of Series A Preferred will have
1,000 votes, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which the Common Shares are
changed or exchanged, each share of Series A Preferred will be entitled to
receive 1,000 times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions. Because of the nature of the
dividend, liquidation and voting rights of the shares of Series A Preferred, the
value of the one one-thousandth interest in a share of Series A Preferred
purchasable upon exercise of each Right should approximate the value of one
Common Share.
Certain Anti-Takeover Effects. The Rights approved by the Board are
designed to protect and maximize the value of the outstanding equity interests
in VidaMed in the event of an unsolicited attempt by an acquiror to takeover
VidaMed in a manner or on terms not approved by the Board of Directors.
Takeover attempts frequently include coercive tactics to deprive VidaMed's Board
of Directors and its stockholders of any real opportunity to determine the
destiny of VidaMed or to evaluate and protect the long-term value of VidaMed.
The Rights are not intended to prevent a takeover of VidaMed. The Rights may be
redeemed by VidaMed at $.01 per Right within ten days (or such later date as may
be determined by a majority of the Continuing Directors) after the accumulation
of 20% (25%, in the case of a member of the Medtronic Group) or more of
VidaMed's shares by a single acquiror or group. Accordingly, the Rights should
not interfere with any merger or business combination approved by the Board of
Directors. Issuance of the Rights does not in any way weaken the financial
strength of VidaMed or interfere with its business plans. The issuance of the
Rights themselves has no dilutive effect, will not affect reported earnings per
share, should not be taxable to VidaMed or to its stockholders, and will not
change the way in which VidaMed's shares are presently traded. VidaMed's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment. However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of VidaMed deemed undesirable by the
Board of Directors. The Rights may cause substantial dilution to a person or
group that attempts to acquire VidaMed on
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terms or in a manner not approved by VidaMed's Board of Directors, except
pursuant to an offer conditioned upon the negation, purchase or redemption of
the Rights.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to VidaMed's original registration statement
on Form 8-A, filed on January 31, 1997. Amendment No. 1 to the Rights Agreement
is attached hereto as Exhibit 4.1. A copy of the Rights Agreement and Amendment
No. 1 to the Rights Agreement are available free of charge from the Rights
Agent. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement and
Amendment No. 1 to the Rights Agreement, which are incorporated herein by
reference.
Item 2. Exhibits.
Exhibit
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No. Description
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4.1 Amendment No. 1 to Rights Agreement effective as of January
3, 2000 between VidaMed and American Securities Transfer &
Trust, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment on Form 8-A/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
VIDAMED, INC.
By: /s/ John F. Howe
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John F. Howe
Vice President, Finance and Chief
Financial Officer
Dated: October 26, 2000
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VIDAMED, INC.
FORM 8-A/A
INDEX TO EXHIBITS
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Exhibit
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No. Description
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4.1 Amendment No. 1 to Rights Agreement effective as of January 3,
2000 between VidaMed and American Securities Transfer & Trust,
Inc.
