-----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, LfEPQQ5mUU4u7aOvY+53esNSMKqtMUPlWRvDJH6+QVJSM0jwVAKW8kucb6qoz7yM 42B+l90zLETzeUoZSGFmqA== 0000912057-97-022482.txt : 19970701 0000912057-97-022482.hdr.sgml : 19970701 ACCESSION NUMBER: 0000912057-97-022482 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970630 SROS: NASD 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36096 FILM NUMBER: 97633357 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: 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 14D9/A BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 SC 14D9/A 1 SCHED 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 11) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 CIRCON CORPORATION (Name of Subject Company) CIRCON CORPORATION (Name of Person(s) Filing Statement) Common Stock, $.01 par value (Title of Class of Securities) 172736 10 0 (CUSIP Number of Class of Securities) RICHARD A. AUHLL President and Chief Executive Officer Circon Corporation 6500 Hollister Avenue Santa Barbara, California 93117 (805) 685-5100 (Name, address and telephone number of person authorized to receive notice and communications on behalf of person(s) filing statement) Copy to: LARRY W. SONSINI, ESQ. Wilson, Sonsini, Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 (415) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 11 supplements the Schedule 14D-9 of Circon Corporation, a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission ("SEC") on August 15, 1996, and as subsequently amended, relating to a Tender Offer Statement on Schedule 14D-1, dated August 2, 1996 (the "Schedule 14D-1"), filed with the SEC by USS Acquisition Corp. (the "Purchaser"), a Delaware corporation and wholly-owned subsidiary of United States Surgical Corporation, a Delaware corporation ("USS"), relating to an offer (the "Offer") by Purchaser to purchase shares of Common Stock, $0.01 per value, of the Company ("Shares"). The original terms of the Offer were to purchase all outstanding Shares at a price of $18.00 per Share, net to the seller in cash, without interest thereon. On December 16, 1996, the per share price of the Offer was reduced by USS to $17.00. On June 16, 1997, the Offer was further amended (i) to reduce the number of Shares subject thereto to 973,174, (ii) to reduce the per share price of the Offer to $14.50, and (iii) to remove certain conditions to the Offer as set forth in Amendment No. 11 to the Schedule 14D-1. ITEM 4. THE SOLICITATION OR RECOMMENDATION (a) On August 1, 1996, Leon C. Hirsch, President and Chief Executive Officer of USS, advised Richard A. Auhll, President and Chief Executive Officer of the Company, that USS was commencing the Offer the next day. Neither Mr. Auhll, nor any other member of the Company's senior management or Board of Directors had any other prior notice of the Offer, nor were they aware of USS's intention to make the Offer. On August 5, 1996, the Company's Board of Directors (the "Board") convened a meeting, where the Board, with the assistance of senior management and Wilson Sonsini Goodrich & Rosati ("WSGR"), reviewed the Company's financial performance and the Offer, including its terms and conditions. The Board also discussed potential defensive measures in response to the Offer, including the implementation of a Stockholders Rights Plan. In addition, the Board decided to retain Bear, Stearns & Co. Inc. ("Bear Stearns") to serve as financial advisors to the Company and assist the Board in considering and analyzing the Offer. On August 8, 1996, the Board convened an additional meeting, where the Board continued its analysis of the Offer and the implementation of a Stockholders Rights Plan. The Board also reviewed the Company's financial performance, business strategy and strategic plan. The Board instructed management and the Company's financial advisors to continue examining the Company's strategic plan and to provide the Board with further analyses at the next Board meeting. On August 13, 1996, the Board held an additional meeting to finalize its review of the Offer and to make a recommendation in response to the Offer. In addition, the Board determined that the implementation of a Stockholders Rights Plan would be in the best interests of the Company and its stockholders. The Board unanimously approved the Stockholders Rights Plan previously furnished to the Board and instructed management to implement the Plan. At the August 13, 1996 meeting, the Board determined that the best means for providing value to its stockholders is for the Company to continue to pursue its strategic plan and not to be put up for sale at this time. The Board unanimously concluded that the Offer is inadequate and not in the best interests of the Company and its stockholders. In particular, the Board determined that the Company's strategic plan offers the potential for greater long-term benefits for the Company's stockholders than the Offer based on, among other things, greater opportunities for business expansion, revenue and earnings growth, as well as benefits following the full integration of the business of Cabot Medical Corporation ("Cabot") into the Company. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS REJECT THE OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFER. A copy of a letter to stockholders communicating the Board's recommendation and a form of press release announcing such recommendation are filed as Exhibits 5 and 6 hereto, respectively, and are incorporated herein by reference. (b) In reaching the conclusions referred to in Item 4(a), the Board of Directors took into account numerous factors, including but not limited to the following: (i) The Board's familiarity with the business, financial condition, prospects and current business strategy of the Company, the nature of the business in which the Company operates and the Board's belief that the Offer does not reflect the long-term values inherent in the Company. In this regard, the Board particularly considered the following: ITEM 4. THE SOLICITATION OR RECOMMENDATION (CONTINUED) - The Company's reputation as a provider of quality products and services and its position in its industry as a technological leader and innovator. - The market share of the Company in the urology and gynecology markets and new products planned for introduction in the future. - The expected growth rates of the markets for urological and gynecological products and the product position of the Company in such markets. - The Company's long-term sales plan, including the effects of products under development and enhancements to current products. - The cost savings and growth impact of the Cabot acquisition which the Company expects to realize, including cost savings from programs already in process and those that are currently planned. - The historical trading price of the Company's Common Stock, including the Board's belief, based in part on the factors referred to above, that the trading price for the Company's Common Stock immediately prior to commencement of the Offer did not reflect the long-term value inherent in the Company. In this regard, the Board noted that the Offer represented a 23% discount from the highest closing price of the Common Stock during the 12-month period preceding the Offer. - The risks inherent in achieving the Company's business plan. (ii) The Company's prospects for future growth and profitability, based on the Company's strategic plan, the various strategic initiatives which have been implemented and investments that have been made over the past several years, including the acquisition of Cabot, and other opportunities that will be available in the future, the availability in the future of certain new products and enhancements to current products in various stages of development, and current conditions in the businesses in which the Company operates. (iii) The opinion of Bear Stearns to the effect that the consideration offered pursuant to the Offer is inadequate from a financial point of view to the stockholders of the Company (excluding USS and its affiliates). A copy of the written opinion of Bear Stearns which sets forth the assumptions made, matters considered and basis for their review is filed as Exhibit 7 hereto and incorporated herein by reference. (iv) The Board's commitment to protecting the best interests of the Company's stockholders. (v) The disruptive effect of the Offer on the Company's employees, suppliers and customers. (vi) The numerous conditions to which the Offer is subject. The original Offer was conditioned upon, among other things, the acquisition of Shares pursuant to the Offer and the proposed merger following the Offer having been approved pursuant to Section 203 of the Delaware General Corporation Law ("Section 203") or the Purchaser being satisfied in its sole discretion that Section 203 is otherwise inapplicable to the acquisition of Shares pursuant to the Offer and the proposed merger. This condition was removed by the amended Offer announced on June 16, 1997. In light of the Board's decision discussed above, the Board has determined to take no action which would render Section 203 so inapplicable. In view of the wide variety of factors considered in connection with its evaluation of the Offer, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the specific factors considered in reaching its respective determinations. On August 30, 1996, USS announced that the expiration of the Offer had been extended to September 30, 1996. That day, the Company issued a press release relating to USS's announcement. A 2 ITEM 4. THE SOLICITATION OR RECOMMENDATION (CONTINUED) copy of this press release is filed as Exhibit 20 to this statement. Also on that day, the Company circulated a letter to its employees regarding the Offer, a copy of which is filed as Exhibit 21 to this statement. On October 1, 1996, USS announced that the expiration of the Offer had been extended to December 13, 1996. On October 2, 1996, the Company issued a press release relating to USS's announcement. A copy of this press release is filed as Exhibit 24 to this statement. On October 25, 1996, the Company sent a letter to its stockholders regarding the Offer and the Company's financial results for the third quarter of 1996. A copy of this letter is filed as Exhibit 25 to this statement. On December 16, 1996, USS announced that the expiration of the Offer had been extended to February 13, 1997, and that the price of the Offer had been reduced to $17.00 per Share. On December 17, 1996, the Company issued a press release relating to USS's announcement. A copy of this press release is filed as Exhibit 26 to this statement. On February 14, 1997, USS announced that the expiration of the Offer had been extended to June 16, 1997. That day, the Company issued a press release relating to USS's announcement. A copy of this press release is filed as Exhibit 28 to this statement. On June 16, 1997, USS announced an amendment to the terms of the Offer that (i) reduces the number of Shares subject to the Offer to 973,174, (ii) reduces the per share purchase price to $14.50 and (iii) removes certain conditions to the Offer. On June 30, 1997, the Company issued a press release relating to the amended Offer. A copy of this press release is filed as Exhibit 28.1 to this statement. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1(F) The "Board Compensation," "Remuneration of Officers," "Report of the Compensation Committee" and "Compensation Committee Interlocks and Insider Participation" sections of the Proxy Exhibit 2(F) Article Ninth of Certificate of Incorporation, as amended Exhibit 3(F) Article V of the Bylaws Exhibit 4(F) Form of Indemnification Agreement Exhibit 5*(F) Letter to Stockholders regarding Board's Recommendation Exhibit 6(F) Press Release Announcing Board's Recommendation Exhibit 7(F) Opinion of Bear, Stearns & Co. Inc. Exhibit 8*(F) Summary of Stockholders Rights Plan Exhibit 9(F) Press Release of the Company dated August 5, 1996 Exhibit 10(F) Letter to Employees Regarding the Offer Exhibit 11(F) Complaint of William Steiner against the Company, its Directors and certain of its officers, filed on or about August 15, 1996 Exhibit 12(F) Complaint of Charles Miller against the Company, its Directors and certain of its officers, filed on or about August 15, 1996 Exhibit 13(F) Complaint of F. Richard Manson against the Company, its Directors and certain of its officers, filed on or about August 15, 1996 Exhibit 14(F) Press Release of the Company dated August 19, 1996 Exhibit 15(F) Management Retention Plan Exhibit 16(F) Sales Force Retention Plan Exhibit 17(F) Managers, Professionals and Key Contributors Retention Plan Exhibit 18(F) Press Release of the Company dated August 27, 1996 Exhibit 19(F) Letter to Employees Regarding the Retention Plans Exhibit 20(F) Press Release of the Company dated August 30, 1996 Exhibit 21(F) Letter to Employees Regarding the Offer Exhibit 22(F) Complaint of USS against the Company and its Directors, filed on or about September 17, 1996 Exhibit 23(F) Press Release of the Company dated September 18, 1996 Exhibit 24(F) Press Release of the Company dated October 2, 1996 Exhibit 25(F) Letter to Stockholders regarding the Offer and the Company's financial results for the third quarter of 1996 Exhibit 26(F) Press Release of the Company dated December 17, 1996. Exhibit 27 **Reserved Under the EDGAR Filing System for Financial Data Schedule** Exhibit 28(F) Press Release of the Company dated February 14, 1997 Exhibit 28.1 Press Release of the Company dated June 30, 1997
3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (CONTINUED) - ------------------------ * Included in copy mailed to stockholders (F) Previously filed 4 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 30, 1997 CIRCON CORPORATION By: /s/ Richard A. Auhll Richard A. Auhll PRESIDENT AND CHIEF EXECUTIVE OFFICER
5 EX-28.1 2 EX-28.1 EXHIBIT 28.1 CIRCON BOARD RECOMMENDS REJECTION OF REVISED U.S. SURGICAL TENDER SANTA BARBARA, CALIFORNIA (JUNE 30, 1997) - Circon Corporation (NASDAQ-NMS: CCON) today announced that its Board of Directors has recommended that Circon stockholders reject the revised tender offer by United States Surgical Corporation ("USS") to acquire up to 973,174 of the Company's common stock (or approximately 14.9% of the outstanding shares) at a price of $14.50 per share in cash and that they not tender their shares to USS. The Board of Directors believes that the USS offer does not adequately reflect the inherent value of the Company's Common Stock. Circon is the leading U.S. supplier of products for minimally invasive urological and gynecological surgery, including such hardware products as endoscopes and video systems, and such disposable products as urological stents, laparoscopic suction-irrigation devices, and a wide variety of gynecological products. ### CONTACT: Bruce Thompson Vice President, CFO (805) 685-5100 -----END PRIVACY-ENHANCED MESSAGE-----