-----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, FhQiIXbApJNJZyKlPzIWLXQmp5Xlo3IXUtPxXJ/pExYMiq8+yDauWx0KHhCuvu+N hY/udDizdFqAitTFOnRrsw== 0000950123-99-007195.txt : 19990809 0000950123-99-007195.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950123-99-007195 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGEN AESTHETICS INC CENTRAL INDEX KEY: 0000021686 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 942300486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-35304 FILM NUMBER: 99678964 BUSINESS ADDRESS: STREET 1: 2500 FABER PL CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4158560200 FORMER COMPANY: FORMER CONFORMED NAME: COLLAGEN CORP /DE DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 590920629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 700 WARD DRIVE CITY: SANTA BARBARA STATE: DE ZIP: 93111 BUSINESS PHONE: 8056925400 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY STE 900 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 COLLAGEN AESTHETICS, INC. (Name of Subject Company) INAMED CORPORATION INAMED ACQUISITION CORPORATION (Bidders) Common Stock, $.01 Par Value Preferred Share Purchase Rights (Title of Classes of Securities) 194194106 (CUSIP Number of Class of Securities) Ilan K. Reich, Esq. President Inamed Corporation 1120 Avenue of the Americas Suite 4000 New York, New York 10036 (212) 626-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Lawrence Lederman, Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005 (212) 530-5000 2 TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on August 4, 1999 by Inamed Corporation, a Delaware corporation ("Parent"), and Inamed Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Collagen Aesthetics, Inc., a Delaware corporation, and the associated preferred share purchase rights (the "Rights") issued pursuant to the Amended and Restated Preferred Share Rights Agreement, dated as of May 6, 1999, between the Company and The Bank of New York, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $16.25 per Share (and associated Right), net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated August 4, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding a new Exhibit as follows: (a)(11) Text of Press Release issued by the Company dated August 5, 1999. 2 3 SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 5, 1999 INAMED CORPORATION By:/s/Ilan K. Reich ________________________ Name: Ilan K. Reich Title: President INAMED ACQUISITION CORPORATION By:/s/Ilan K. Reich ________________________ Name: Ilan K. Reich Title: President 3 4 EXHIBIT INDEX
EXHIBIT (a)(1) -- Offer to Purchase, dated August 4, 1999.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) -- Text of press release issued by Parent on August 2, 1999.* (a)(8) -- Text of press release issued by the Company on August 2, 1999.* (a)(9) -- Text of press release issued by Parent on August 4, 1999.* (a)(10) -- Form of Summary Advertisement dated August 4, 1999.* (a)(11) -- Text of press release issued by the Company on August 5, 1999. (b)(1) -- Commitment Letter, dated as of July 23, 1999, from Cerberus Capital Management, L.P.* (b)(2) -- Amendment to Commitment Letter, dated July 30, 1999, from Inamed Corporation and acknowledged and confirmed by Cerberus Capital Management, L.P.* (c)(1) -- Agreement and Plan of Merger, dated as of July 31, 1999, by and among the Company, Purchaser and Parent.* (c)(2) -- Confidentiality Agreement, dated as of April 23, 1999, between the Company and Parent.* (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable.
* Previously filed as an exhibit to the Schedule 14D-1. 4 EX-99.A.11 2 PRESS RELEASE 1 [LOGO] NEWS RELEASE COLLAGEN AESTHETICS COMPANY CONTACT: INVESTOR RELATIONS: Michael A. Bates Bruce Voss (bruce@lhai.com) Collagen Aesthetics, Inc. Lippert/Heilshorn & Associates, Inc. (650) 856-0200 (310) 575-4848 www.collagen.com www.lhai.com COLLAGEN AESTHETICS REPORTS YEAR-END RESULTS EPS FROM CONTINUING OPERATIONS OF $1.15, GLOBAL INJECTABLE SALES UP 11% PALO ALTO, Calif. (August 5, 1999) - Collagen Aesthetics, Inc. (NASDAQ NM: CGEN) today reported financial results for the quarter and year ended June 30, 1999. For the fiscal 1999 fourth quarter, Collagen Aesthetics reported income from continuing operations of $3.7 million, or $0.43 per diluted share, compared with $39,000 of income from continuing operations during the prior year period, which included the operating results of Cohesion Technologies (NASDAQ NM: CSON). During the quarter, the Company increased its provision for the loss on disposal of LipoMatrix by $11.5 million, thereby resulting in a net loss of $3.7 million, or a loss of $0.43 per diluted share, compared with a net loss of $9.3 million, or a loss of $1.04 per diluted share, in the prior year period. LipoMatrix was Collagen Aesthetics' breast implant business, which the Company treated as a discontinued operation in June 1998 and divested in November 1998. The adjustment records additional current and future costs related to ongoing clinical follow-up for multi-year studies in the U.S. and Europe, the withdrawal of the Trilucent(R) breast implant from the European and U.K. markets, safety studies and a patient surveillance program in the U.K. These costs are expected to be paid over the next several years. Fourth quarter product sales of $24.2 million included $19.2 million in sales of facial injectable products, a 16% increase over the prior year period, and $3.1 million in sales of Contigen(R) Bard(R) collagen implant, the Company's incontinence treatment. For fiscal year 1999, Collagen Aesthetics reported income from continuing operations of $10.0 million, or $1.15 per diluted share, compared with a loss from continuing operations of $1.9 million, or a loss of $0.21 per diluted share, during fiscal year 1998. Fiscal year 1998 financials included the operating results of Cohesion Technologies and a $1.5 million restructuring charge. Net income for fiscal year 1999 was $2.6 million, or $0.30 per diluted share, compared with a net loss of $14.1 million, or a loss of $1.58 per diluted share, in the prior year. Fiscal year 1999 product sales of $86.4 million included $65.9 million in sales of facial injectable products, an 11% increase over fiscal year 1998, and $14.3 million in sales of Contigen implant, a 19% decrease over fiscal year 1998. Commenting on the fiscal year 1999 fourth quarter, Gary Petersmeyer, president and chief executive officer, said, "We are pleased with the continued growth in injectable sales, particularly the 18% improvement in worldwide sales of Zyderm(R) and Zyplast(R) collagen implants, and the $3.7 million increase in income from continuing operations over the prior year period. Also, Collagen KK, our Japanese subsidiary, recently received approval for the SoftForm(R) facial implant and will begin sales on September 1, 1999. However, our performance results were significantly impacted by the decline in Contigen sales and the $11.5 million increase in our provision for the discontinued operations of LipoMatrix. These additional costs are a result of the Company's commitment to work with the regulatory authorities to provide data on the Trilucent implant." Results for the quarter and year ended June 30, 1998 included operations of Cohesion Technologies, which was spun off to Collagen stockholders in mid-August 1998. In connection with the operating 2 results of Cohesion, the Company reported a gain on sale of investments of $5.4 million and $19.1 million for the quarter and year ended June 30, 1998, respectively, from the sale of Boston Scientific common stock (NYSE: BSX), which partially funded Cohesion Technologies operating expenses of $7.0 million and $33.5 million, respectively. On July 31, 1999, Collagen Aesthetics entered into a definitive agreement with Inamed Corporation whereby Inamed will make a tender offer for all of Collagen Aesthetics' outstanding shares and options at a price of $16.25 per share in cash. Collagen Aesthetics has scheduled an investor conference call regarding this announcement to be held today at 4:30 p.m. Eastern Time. To participate in the call, a few minutes prior to the start time please dial (800)288-8974. Those unable to participate are invited to listen to a recording of the call and Q&A from August 5, 1999 through the end of the day August 9, 1999 by dialing (800)-475-6701, access code 461840. Set forth on the following page are unaudited results of Collagen Aesthetics, Inc. operations for the quarter and year ended June 30, 1999 and 1998. Collagen Aesthetics is maximizing the Company's worldwide aesthetic medicine franchise and nearly two decades of physician relationships with proprietary and in-licensed products. The Company's proprietary product line includes Zyderm(R) and Zyplast(R) collagen implants and Contigen(R) Bard collagen implant, while in-licensed products include Hylaform(R) viscoelastic gel, SoftForm(R) facial implant, Refinity(TM) Medical Skin Solutions and the Coblation(TM) dermatologic surgery system. For more information regarding Collagen Aesthetics, please visit the Company's Web site at www.collagen.com. In addition, Collagen Aesthetics' press releases can be viewed at www.businesswire.com/cnn/cgen.htm. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements, the accuracy of which is necessarily subject to risks and uncertainties including the timing of product introductions, receipt of regulatory approvals, actions taken by regulatory authorities, clinical efficacy of and market demand for products, product development cycles, results of clinical studies, development and rate of growth of new markets, potential unfavorable publicity regarding Collagen Aesthetics or its products, possible reversal of sales trends, and risks associated with Inamed completing its proposed acquisition of Collagen Aesthetics, among other matters discussed in this release. Actual results are subject to risks and uncertainties, and actual events and results may differ significantly from the discussion of such matters in the forward-looking statements. Such differences may be based upon factors within Collagen Aesthetics' control, such as strategic planning decisions by management and reallocation of internal resources, or on factors outside of the Company's control, such as scientific advances by third parties, introduction of competitive products and actions or delays by regulatory authorities, as well as those factors set forth under the heading "Factors That May Affect Future Results of Operations" in Collagen Aesthetics' Form 10-K filed for the year ended June 30, 1998 and Form 10-Q for the quarter ended March 31, 1999. Financial Tables to Follow 3 COLLAGEN AESTHETICS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share amounts)
June 30, June 30, 1999 1998 (a) ---- -------- ASSETS Current assets: Cash and cash equivalents $ 16,741 $ 7,916 Short-term investments 7,890 8,011 Accounts receivable, less allowance for doubtful accounts ($439 in 1999 and $505 in 1998) 14,283 13,764 Inventories, net 11,690 12,101 Inventories of discontinued operations, net -- 417 Other current assets, net 9,691 11,016 --------- --------- Total current assets 60,295 53,225 Property and equipment, net 12,877 14,448 Intangible assets , net 8,877 6,861 Investment in Boston Scientific Corporation -- 73,979 Investment in Innovasive Devices, Inc. -- 7,027 Investment in Pharming, B.V -- 7,010 Loans to officers and employees -- 259 Other investments and assets, net 6,021 3,530 --------- --------- $ 88,070 $ 166,339 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,206 $ 3,561 Accrued compensation 3,166 4,749 Accrued liabilities and other 19,033 14,020 Income taxes payable 15,666 10,606 Net liabilities of discontinued operations -- 781 --------- --------- Total current liabilities 45,071 33,717 Long-term liabilities: Deferred income taxes -- 30,589 Other long-term liabilities 1,170 1,393 --------- --------- Total long-term liabilities 1,170 31,982 Commitments and contingencies Minority interest -- -- Stockholders' equity: Preferred stock, $.01 par value, authorized: 5,000,000 shares; none issued or outstanding -- -- Common shares, $.01 par value, authorized: 28,950,000 shares, issued: 11,046,359 shares (10,937,830 shares at June 30, 1998), outstanding: 8,592,359 shares (8,864,930 shares at June 30, 1998) 110 109 Additional paid-in capital 56,036 69,619 Retained earnings 34,711 32,128 Cumulative translation adjustment (2,084) (2,030) Unrealized gain on available-for-sale investments -- 43,833 Treasury stock, 2,454,000 shares (2,072,900 shares in 1998) (46,944) (43,019) --------- --------- Total stockholders' equity 41,829 100,640 --------- --------- $ 88,070 $ 166,339 ========= =========
(a) Amounts derived from audited financial statements. Includes amounts related to Cohesion Technologies, Inc,. which was spun off to Collagen stockholders on August 18, 1998. 4 COLLAGEN AESTHETICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)
Quarter Ended Year Ended June 30, June 30, 1999 1998 (a) 1999 (a) 1998 (b) ---- -------- -------- -------- Revenues: Product sales $ 24,232 $ 22,732 $ 86,389 $ 82,772 Costs and expenses: Cost of sales 7,050 6,388 24,559 23,958 Selling, general and administrative 10,105 12,470 41,120 42,535 Research and development 887 6,637 7,889 22,715 Restructuring expense -- 1,541 -- 1,541 Acquired in-process research and development -- 57 -- 10,587 --------- --------- --------- --------- Total operating costs and expenses 18,042 27,093 73,568 101,336 --------- --------- --------- --------- Income (loss) from operations 6,190 (4,361) 12,821 (18,564) Other income (expense): Net gain on investments, principally Boston Scientific Corporation -- 5,358 3,721 19,096 Equity in earnings (losses) of affiliates, net -- 80 (35) (151) Interest income 118 286 591 988 Interest expense (3) (6) (64) (56) --------- --------- --------- --------- Income before income taxes, minority interest and discontinued operations 6,305 1,357 17,034 1,313 Provision for income taxes 2,585 1,296 7,010 3,207 Minority interest -- 22 1 (16) --------- --------- --------- --------- Income (loss) from continuing operations 3,720 39 10,023 (1,878) Discontinued operations: Loss from operations -- (1,198) -- (5,278) Benefit for income taxes -- 369 -- 1,629 --------- --------- --------- --------- Loss from discontinued operations net of taxes -- (829) -- (3,649) Loss from disposal (11,500) (11,045) (11,500) (11,045) Benefit for income taxes 4,059 2,489 4,059 2,489 --------- --------- --------- --------- Loss from discontinued operations net of taxes (7,441) (8,556) (7,441) (8,556) --------- --------- --------- --------- Total loss from discontinued operations net of taxes (7,441) (9,385) (7,441) (12,205) --------- --------- --------- --------- Net income (loss) $ (3,721) $ (9,346) $ 2,582 $ (14,083) ========= ========= ========= ========= Net income (loss) per share - Basic: Continuing operations $ .43 $ -- $ 1.16 $ (.21) Discontinued operations (.86) (1.04) (.86) (1.37) --------- --------- --------- --------- Net income (loss) per share - Basic $ (.43) $ (1.04) $ .30 $ (1.58) ========= ========= ========= ========= Net income (loss) per share - Diluted: Continuing operations $ .43 $ -- $ 1.15 $ (.21) Discontinued operations (.86) (1.04) (.85) (1.37) --------- --------- --------- --------- Net income (loss) per share - Diluted $ (.43) $ (1.04) $ .30 $ (1.58) ========= ========= ========= ========= Shares used in calculating per share information - Basic 8,565 8,947 8,650 8,913 ========= ========= ========= ========= Shares used in calculating per share information - Diluted 8,565 8,947 8,714 8,913 ========= ========= ========= =========
(a) Includes results of Cohesion Technologies, Inc., which was spun off to Collagen stockholders on August 18, 1998. (b) Amounts derived from audited financial statements for the periods illustrated. Includes results of Cohesion Technologies, Inc., which was spun off to Collagen stockholders on August 18, 1998. -----END PRIVACY-ENHANCED MESSAGE-----