-----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, C8i94ecU33zdEp0EoBAi/f7LaqH6K8iiKImFvo47VeXCSuoDolCz9gAP1zZ6xxj4 /ezMKGvhVbgSkF7e/R4uCA== 0000950172-97-000842.txt : 19970918 0000950172-97-000842.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950172-97-000842 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970917 SROS: NYSE 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-12025 FILM NUMBER: 97681470 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: DFAN14A 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 DFAN14A 1 Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Circon Corporation (Name of Registrant as Specified in its Charter) United States Surgical Corporation (Name of Person Filing Proxy Statement) ---------------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [ ] Fee previously paid with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement Number: (3) Filing Party: (4) Date Filed: FOR IMMEDIATE RELEASE: September 16, 1997 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 marianne.scipione@ussurg.com steve.rose@ussurg.com 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) in the Court of Chancery in the State of Delaware seeking to enjoin Circon from reappointing Richard Auhll, Chairman, President and CEO, to the Circon Board after he is voted out of office at the 1997 Circon Annual Meeting on October 6, 1997. USS announced that its amended complaint also is seeking to declare void the Board's appointments earlier this year of George Cloutier and R. Bruce Thompson to the Circon Board and placing both of them in a class that is not up for election this year. The lawsuit alleges, among other things, that by taking these actions the Circon Board is determined to ignore the results of the stockholder vote and has breached its fiduciary duties to the stockholders of Circon for the purpose of disenfranchising stockholders and preventing them from exercising their fundamental right to vote incumbent management off the Board. United States Surgical Corporation is a diversified surgical products company specializing in minimally invasive technologies that improve patient care and lower health costs. -----END PRIVACY-ENHANCED MESSAGE-----