-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SsOUGfSWGbi++v5+R9Qb3c25fHBZgTX+wYxLQiTMtyUXzoMpTd3UyeErTyDp/yhI 0Nn8dO9i419D3L2FFSw1NQ== 0001005477-99-004591.txt : 19991018 0001005477-99-004591.hdr.sgml : 19991018 ACCESSION NUMBER: 0001005477-99-004591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991004 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC LASER CENTER INC CENTRAL INDEX KEY: 0001010610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29302 FILM NUMBER: 99722554 BUSINESS ADDRESS: STREET 1: 5600 EXPLORER DRIVE STREET 2: SUITE 301 CITY: MISSISSAUGA STATE: A6 ZIP: 00000 BUSINESS PHONE: 3015712020 MAIL ADDRESS: STREET 1: 6701 DEMOCRACY BLVD STREET 2: SUITE 200, LEGAL DEPT. CITY: BETHESDA STATE: MA ZIP: 20817 8-K 1 FORM 8-K 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: October 4, 1999 --------------- TLC The Laser Center Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Ontario, Canada 0-29302 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) (Commission File Number) 980151150 --------------------------------- (IRS Employer Identification No.) 5600 Explorer Drive, Suite 301 Mississauga, Ontario, Canada L4W 4Y2 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code 905-602-2020 ------------ Item 5. Other Events. On September 9, 1999, the Board of Directors of TLC The Laser Center Inc., an Ontario corporation (the "Corporation"), authorized the Corporation to adopt a shareholder Rights Plan. On September 21, 1999, the Corporation adopted such a Rights Plan. On October 4, 1998, one Right was issued under the Rights Plan and is attached to each outstanding common share of the Corporation. The Plan will be submitted to shareholders for ratification at the shareholders' meeting on November 4, 1999 (the "Meeting"). A Right only becomes exercisable upon the occurrence of a Flip-In Event, which is a transaction pursuant to which a person becomes an Acquiring Person and which otherwise does not meet the requirements of a Permitted Bid. When exercised, a Right entitles each shareholder who is not then attempting to acquire control of the Corporation to purchase additional common shares at a substantial discount to market value. This purchase would cause substantial dilution to the person or group of persons attempting to acquire control of the Corporation, other than by way of a Permitted Bid. The Rights will expire on the termination of the Rights Plan, unless redeemed before such time. Effect and Advantages of a Rights Plan Under the provincial securities legislation in Canada, a take-over bid generally means an offer to acquire voting or equity shares of a corporation that, together with shares already owned by the bidder and certain parties related thereto, amount to 20% or more of the outstanding voting shares. The existing legislative framework for take-over bids presents certain concerns for shareholders, which has led many Canadian companies to adopt shareholder rights plans. In particular, this legislation permits a take-over bid to expire 21 days after it is initiated. The Board of Directors is of the view that this is an insufficient time period for shareholders to consider a take-over bid and make a reasoned and careful decision regarding such bid, or to consider actual or possible competing take-over bids. Furthermore, a shareholder may feel compelled to tender its common shares to a take-over bid which such shareholder considers to be inadequate, out of a concern that in failing to do so, it may be left with illiquid or minority-discounted common shares. As a result, in the absence of a shareholders rights plan, shareholders may fail to realize the maximum value for their common shares. The purpose of the Rights Plan is to ensure adequate time for shareholders of the Corporation to assess the merits of a take-over bid without undue pressure. The Rights Plan is designed to give the Board of Directors time to consider alternatives, which may allow shareholders to receive full and fair value for their common shares. Moreover, the Board of Directors believes that the Rights Plan will encourage persons seeking to acquire control of the Corporation to do so by means of a public take-over bid available to all shareholders, which will give shareholders the best opportunity of being assured that they will participate -2- on an equal basis, regardless of the size of their holdings, in an acquisition of control of the Corporation. The Rights Plan does not affect the duty of the Board of Directors to act honestly and in good faith with a view to the best interests of the Corporation and its shareholders. Indeed, the Board of Directors believes that the Rights Plan remains an appropriate mechanism to ensure that the Board of Directors will be able to discharge its responsibility to assist shareholders in responding to a take-over bid. The Rights Plan was not adopted by the Board of Directors in response to any acquisition or take-over bid. Furthermore, in adopting the Rights Plan, the Board of Directors does not intend to prevent a change of control of the Corporation or to secure the continuance of current management or the directors currently in office. The Rights Plan is not part of a plan by management to adopt a series of anti-takeover measures. However, the Corporation already has in place certain provisions in its articles and by-laws which may be deemed to render more difficult, or discourage, takeovers or changes in control of the Corporation. See "Existing Anti-Takeover Provisions". At present, management does not intend to propose other anti-takeover measures in future proxy solicitations. Shareholder rights plans have been adopted by a large number of publicly-held corporations in Canada. The terms of the Rights Plan are substantially the same as those recently adopted by other major Canadian companies. Disadvantages of a Rights Plan The Rights Plan could have the effect of deterring tender offers or take-over attempts, even though such an offer or attempt might appear to shareholders to be beneficial, and could make it more difficult for the holder of a large block of the common shares to assume control of the Corporation. In addition, it has been argued that rights plans, in general, have the effect of entrenching management by discouraging certain take-overs which are not favored by management. Existing Anti-Takeover Provisions Under the Corporation's Articles of Incorporation, the Board of Directors may issue an unlimited number of additional common shares. Although the Board of Directors has no present intention of doing so, such shares could be issued in a manner that would make an acquisition of the Corporation more difficult. Terms of the Rights Plan The material terms of the Rights Plan are summarized below. Reference should be made to the actual provisions of the Shareholder Rights Plan Agreement between the Corporation and CIBC Mellon Trust Company as Rights Agent, copies of which are -3- available to shareholders upon request. Capitalized terms which are not defined below have the meanings attributed to such terms in such agreement. Acquiring Person An Acquiring Person is generally a person who becomes the beneficial owner of 20% or more of the outstanding common shares of the Corporation. Under the Rights Plan, there are various exceptions, including: (a) a person who acquires 20% or more of the outstanding common shares due to (i) acquisitions of common shares by the Corporation, (ii) pro rata distributions of common shares by the Corporation, or (iii) the issuance of common shares on an exempt private placement basis (subject to certain limits); and (b) underwriters who obtain common shares for the purposes of a public distribution. Beneficial Ownership The thresholds for triggering the Rights Plan are based on the percentage of shares that are Beneficially Owned by a person. This is defined in terms of legal or equitable ownership of common shares. In addition, a person is deemed to be the Beneficial Owner of common shares in circumstances where that person, and its affiliates or associates and any other person acting jointly or in concert with such person, has a right to acquire common shares within 60 days. There are various exceptions to this rule, including: (a) persons who tender common shares pursuant to a take-over bid; (b) persons such as portfolio managers who hold as nominees; (c) persons who enter into lock-up agreements on certain terms and conditions; and (d) persons who have been given proxies to vote other persons' common shares in connection with the public proxy solicitation, or who have agreements as to how they will vote their common shares. Permitted Bid If a take-over bid is structured as a Permitted Bid, a Flip-In Event will not occur and the Rights will not become exercisable. The requirements of a Permitted Bid include the following: -4- (a) the take-over bid must be made to all shareholders by means of a take-over bid circular; (b) the take-over bid must not permit the bidder to take up any common shares that have been tendered pursuant to the take-over bid prior to the expiry of a period not less than 60 days after the take-over bid is made, and then only if at such time more than 50% of the common shares held by the Independent Shareholders (shareholders other than the bidder, its affiliates and persons acting jointly or in concert with such bidder), have been tendered pursuant to the take-over bid and not withdrawn; (c) the take-over bid must contain an irrevocable and unqualified provision that, unless it is withdrawn, common shares may be tendered at any time during the 60 day period referred to in (b) above and that any common shares deposited pursuant to the take-over bid may be withdrawn until they have been taken up and paid for; and (d) if more than 50% of the common shares held by Independent Shareholders are tendered to the take-over bid within the 60-day period, then the bidder must make a public announcement of that fact and the take-over bid must then remain open for an additional 10 business days from the date of such public announcement. The Rights Plan also allows a Competing Permitted Bid to be made while a Permitted Bid is in existence. A Competing Permitted Bid is a take-over bid that is made after a Permitted Bid has been made but prior to its expiry, and which satisfies all of the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid (provided that the Competing Permitted Bid is open for a minimum of 21 days). The requirements of a Permitted Bid and a Competing Permitted Bid enable shareholders to decide whether the take-over bid or any competing permitted bid is adequate on its own merits, without being influenced by the likelihood that a take-over bid will succeed. Moreover, if there is sufficient support for a take-over bid such that at least 50% of the outstanding common shares have been tendered to it, a shareholder who has not yet tendered to that bid will have a further 10 business days in which to decide whether to withdraw its common shares from a competing take-over bid, if any, and whether to tender to the take-over bid. Waiver and Redemption The Board of Directors may waive the application of the Rights Plan to a particular take-over bid or redeem the Rights in the following circumstances: (a) a waiver can only be given where a take-over bid is made by way of a take-over bid circular; -5- (b) a waiver given in respect of one take-over bid constitutes an automatic waiver in respect of all other competing take-over bids; (c) a waiver may be given in the event of an acquisition of common shares by any person over the 20% threshold, provided that such person agrees to dispose of the excess shares within 30 days, if such acquisition was inadvertent and without any intention to cause a Flip-In Event, and otherwise within 10 days; and (d) the Rights are deemed to be redeemed upon the successful completion of a Permitted Bid (or a Competing Permitted Bid) if a waiver has been given in respect of any other take-over bid made by way of circular. The Board of Directors may, however, terminate the Rights Plan, with prior shareholder approval, at any time prior to the occurrence of a Flip-In Event by redeeming all of the Rights that are then outstanding at a price of $0.0001 per Right. Termination The Rights Plan will expire on the fifth anniversary of its adoption, namely on November 4, 2004. However, in addition to the shareholder approval that is being sought at the Meeting, shareholder reconfirmation of the Rights Plan is also required at the first annual shareholders meeting after the third anniversary of the Rights Plan, namely at the shareholders meeting to be held after November 4, 2002. If the Rights Plan is not approved at the Meeting, it will terminate immediately. Press Release On September 21, 1999, the Corporation issued a press release announcing the implementation of the Rights Plan. A copy of the press release is filed as Exhibit 99.1 and incorporated by reference. -6- Item 7. Financial Statements and Exhibits. Exhibit No. Exhibit ----------- ------- 4.1 Shareholder Rights Plan dated as of September 21, 1999, between TLC The Laser Center Inc. and CIBC Mellon Trust Company, as Rights Agent, including the Form of Rights Certificate attached thereto as Exhibit A (incorporated herein by reference to Exhibit 1 to the registrant's Registration Statement on Form 8-A, dated October 4, 1999). 99.1 Press Release, dated September 21, 1999. 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. TLC The Laser Center Inc. Date: October 4, 1999 By: /s/ Elizabeth A. Karmin ----------------------------------- Name: Elizabeth A. Karmin Title: Deputy General Counsel and Assistant Secretary -7- EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 4.1 Shareholder Rights Plan dated as of September 21, 1999, between TLC The Laser Center Inc. and CIBC Mellon Trust Company, as Rights Agent, including the Form of Rights Certificate attached thereto as Exhibit A (incorporated herein by reference to Exhibit 1 to the registrant's Registration Statement on Form 8- A, dated October 4, 1999). 99.1 Press Release, dated September 21, 1999. -8- EX-99.1 2 NEWS RELEASE Exhibit 99.1 News Release Contact: For Immediate Release Peter Kastelic Chief Financial Officer (905) 602-2020 ext. 225 Email: investor.relations@lzr.com Internet: http://www.lzr.com TLC The Laser Center Inc. Announces Shareholder Rights Plan Toronto, ON / Bethesda, MD, September 21, 1999: TLC The Laser Center Inc. (TSE:LZR; Nasdaq:LZRC) announced today that it has implemented a shareholder rights plan (the "Plan"). The rights will be distributed at the close of business on October 4, 1999 to holders of record of TLC on that date. The Plan has been developed and refined following consultation by management with TLC's advisors and Fairvest Securities Corporation. The purpose of the Plan is to ensure that all TLC shareholders receive fair and equal treatment and to guard against unfair take-over tactics. The Plan protects shareholders if any person or group acquires 20% or more of TLC's common shares otherwise than pursuant to a permitted bid (as that term is defined in the Plan) to all shareholders or pursuant to certain other exceptions. Upon the occurrence of a triggering event under the Plan, the rights issued to shareholders under the Plan will entitle each holder, other than an acquiring person or group, to acquire common shares of TLC at a substantial discount to market value. The Plan was not adopted by TLC in response to any acquisition or take-over bid. The Plan is not intended to prevent a take-over bid being made for the outstanding common shares of TLC; however, it does provide TLC additional time to maximize value to shareholders in the event of a bid and it encourages offers by way of a permitted bid. The Plan provides for a ten-day window after the scheduled end of a permitted bid, when shareholders can determine whether or not to tender into the bid. The Plan is subject to all required regulatory approvals. The Plan will be submitted to shareholders for ratification at the shareholders' meeting on November 4, 1999. About TLC The Laser Center Inc. TLC operates refractive centers throughout North America and is the largest provider of laser vision correction services in the world. TLC's core business strategy is providing excimer laser eye surgery in partnership with its network of more than 11,000 affiliated doctors. TLC's common shares trade on the NASDAQ National Market under the symbol 'TLCV' and on The Toronto Stock Exchange under the symbol 'TLC'. Forward Looking Statements This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which statements can be identified by the use of forward looking terminology, such as "may", "will", "expect", "anticipate", "estimate", "predict", "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including the timing of acquisitions and expansion opportunities, any of which could cause actual results to vary materially from current results or TLC's anticipated future results. See the Company's reports filed with The Ontario Securities Commission and the U.S. Securities and Exchange Commission from time to time for cautionary statements identifying important factors with respect to such forward looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from results referred to in forward looking statements. TLC assumes no obligation to update the information contained in this press release. -----END PRIVACY-ENHANCED MESSAGE-----