-----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, UWBsQcz5f/cMvO/FJU+ySeS7e9aImmIGWYSXnxwRHHFHtkq+xXSu1vwPfMc6lIge graSjdnjiiVDbyO3a25MUw== 0000950172-97-000769.txt : 19970815 0000950172-97-000769.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950172-97-000769 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970814 SROS: NYSE GROUP MEMBERS: UNITED STATES SURGICAL CORP GROUP MEMBERS: USS ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36096 FILM NUMBER: 97663863 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36096 FILM NUMBER: 97663864 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 2 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D AMENDMENT NO. 18 UNDER THE SECURITIES EXCHANGE ACT OF 1934 CIRCON CORPORATION (NAME OF SUBJECT COMPANY) USS ACQUISITION CORP. UNITED STATES SURGICAL CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 172736 10 0 (CUSIP NUMBER OF CLASS OF SECURITIES) THOMAS R. BREMER USS ACQUISITION CORP. C/O UNITED STATES SURGICAL CORPORATION 150 GLOVER AVENUE NORWALK, CONNECTICUT 06856 TELEPHONE: (203) 845-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) with a copy to: PAUL T. SCHNELL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 United States Surgical Corporation, a Delaware corporation ("Parent"), and USS Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent, hereby further amend and supplement their Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on August 5, 1997, as amended by Amendment No. 1 dated August 12, 1997, with respect to the Common Stock, par value $0.01 per share, of Circon Corporation, a Delaware corporation ("Circon" or the "Company"). This Amendment No. 2 to the Schedule 14D-1 also constitutes Amendment No. 18 to the Statement on Schedule 13D of the Purchaser and Parent filed on August 2, 1996, as amended. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 10. ADDITIONAL INFORMATION. Item 10(e) of the Schedule 14D-1 is hereby amended and supplemented by the following: On August 13, 1997, Parent issued a press release announcing (i) the filing by Parent of a lawsuit against Circon asking the Court of Chancery in the State of Delaware to order Circon to hold its 1997 Annual Meeting of Shareholders and (ii) the reinstatement of Parent's previously filed lawsuit against Circon asking the Court of Chancery in the State of Delaware to compel Circon to provide Parent with information necessary to enable Parent to communicate directly with Circon's shareholders concerning Parent's tender offer and proxy contest. A copy of the press release is attached hereto as Exhibit (a)(17) and is incorporated herein by reference. Copies of the complaints filed in the lawsuits are atached hereto as Exhibits (a)(18) and (a)(19), respectively and are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the following: (a)(17) Press Release. (a)(18) Complaint filed by United States Surgical Corporation on August 13, 1997 in the Court of Chancery in the State of Delaware in and for New Castle County in the action entitled United States Surgical Corporation, a Delaware corporation v. Circon Corporation, a Delaware corporation. (a)(19) Complaint filed by United States Surgical Corporation on September 18, 1996 in the Court of Chancery in the State of Delaware in and for New Castle County in the action entitled United States Surgical Corporation, a Delaware corporation and Cede & Co., v. Circon Corporation, a Delaware corporation. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 14, 1997 USS ACQUISITION CORP. By: /s/ THOMAS R. BREMER ------------------------------- Name: Thomas R. Bremer Title: President UNITED STATES SURGICAL CORPORATION By: /s/ THOMAS R. BREMER ------------------------------- Name: Thomas R. Bremer Title: Senior Vice President and General Counsel EXHIBIT INDEX EXHIBIT EXHIBIT NAME ------- ------------ (a)(17) Press Release. (a)(18) Complaint filed by United States Surgical Corporation on August 13, 1997 in the Court of Chancery in the State of Delaware in and for New Castle County in the action entitled United States Surgical Corporation, a Delaware corporation v. Circon Corporation, a Delaware corporation. (a)(19) Complaint filed by United States Surgical Corporation on September 18, 1996 in the Court of Chancery in the State of Delaware in and for New Castle County in the action entitled United States Surgical Corporation, a Delaware corporation and Cede & Co., v. Circon Corporation, a Delaware corporation, incorporated herein by reference to Exhibit (a)(14) to Amendment No. 6 on Schedule 14D-1 of Parent, filed with the Commission on September 18, 1996. EX-99 2 EXHIBIT (A)(17) - PRESS RELEASE FOR IMMEDIATE RELEASE: August 14, 1997 Contacts: U.S. Surgical INVESTOR CONTACT: U.S. SURGICAL HOME PAGE MEDIA CONTACT: Marianne Scipione http://www.ussurg.com Steve Rose Vice President Director Corporate Communications Media Relations (203) 845-1404 (203) 845-1732 UNITED STATES SURGICAL CORPORATION FILES SUIT AGAINST CIRCON CORPORATION NORWALK, CT. -- United States Surgical Corporation (NYSE:USS) said today that it has filed suit against Circon Corporation (NASDAQ: CCON) asking the Court of Chancery in the State of Delaware to order Circon to hold its 1997 Annual Meeting of Shareholders. In addition, USS today reinstated its lawsuit in the Court of Chancery seeking to compel Circon to provide USS with information necessary to enable USS to communicate directly with Circon's shareholders concerning its tender offer and proxy contest to elect two directors to Circon's board and seeking approval of a shareholder resolution at the Annual Meeting. USS has repeatedly requested this information from Circon, but Circon has not yet provided all the requested information. United States Surgical Corporation is a diversified surgical products company specializing in minimally invasive technologies that improve patient care and lower health costs. EX-99 3 EXHIBIT (A)(18) - COMPLAINT Exhibit (a)(18) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY - - - - - - - - - - - - - - - - - - x UNITED STATES SURGICAL CORPORATION, a Delaware corporation, : Plaintiff, : Civil Action No. -against- : CIRCON CORPORATION, a Delaware : corporation, : Defendant. : - - - - - - - - - - - - - - - - - - COMPLAINT UNDER 8 DEL.C. SECTION 211(C) Plaintiff United States Surgical Corporation ("U.S. Surgical"), submits this complaint requesting an order compelling Circon Corporation ("Circon") to hold an annual meeting of Circon's stockholders. The last annual meeting of Circon's stockholders was held on July 12, 1996, more than 13 months ago, and Circon has not set a date for the next meeting. Circon's failure to set a date is a violation of 8 Del. C. SECTION 211(c). 1. Plaintiff U.S. Surgical, a Delaware corporation, owns 1,000,100 shares of common stock of Circon. 2. Defendant Circon is a Delaware corporation with its principle executive offices at 6500 Hollister Avenue, Santa Barbara, California, 93117. Circon's registered agent in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. 3. Defendant Circon last held an annual meeting of its stockholders on July 12, 1996, more than 13 months ago. No date has been set for Circon's next annual meeting of its stockholders. 4. Section 211(c) of the Delaware General Corporation Law provides in pertinent part: If there be a failure to hold an annual meeting for a period of 30 days after the date designated thereof, or if no date has been designated, for a period of 13 months after the organization of the corporation or after its last annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.... The Court of Chancery may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date for determination of stockholders entitled to vote, and the form of notice of such meeting. 5. By reason of Circon's failure to hold an annual meeting within the compulsory statutory period, U.S. Surgical requests that the Court summarily order Circon to set a date for an annual meeting of its stockholders. At trial, the Court should also determine the place, time, record date and form of notice for the meeting. 6. U.S. Surgical has no adequate remedy at law. WHEREFORE, U.S. Surgical prays that this Court: A. Summarily order Circon to hold an annual meeting of stockholders, with the date, place, record date and form of notice to be determined by the Court; B. Grant to the plaintiff such other relief, including reasonable attorneys' fees and costs, as the Court shall deem appropriate. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ----------------------------- Edward P. Welch Andrew J. Turezyn Paul J. Lockwood One Rodney Square P.O. Box 636 Wilmington, Delaware 19899 (302) 651-3000 Attorneys for Plaintiff United States Surgical Corporation Of Counsel: George A. Zimmerman SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 Third Avenue New York, NY 10022 (212) 735-3000 Dated: August 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----