8-A12B/A 1 s498402.txt 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 8-A/A AMENDING FORM 8-A FILED ON AUGUST 14, 2000 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VISX, INCORPORATED ------------------- (Exact name of registrant as specified in its charter) Delaware 06-1161793 -------------------------------------------- ----------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 3400 Central Expressway, Santa Clara, California 95051 ------------------------------------------------ -------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General pursuant to General Instruction A.(c), please Instruction A. (d), please check the following box. [X] check the following box. [ ] Securities Act registration statement file number to which this form relates: _______________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which To be so registered each class is to be registered -------------------------------------- -------------------------------- Common Stock, $0.01 Par Value New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ----- This Form 8-A/A amends and supplements the Form 8-A filed by VISX, Incorporated (the "Company") on August 14, 2000 (the "Form 8-A"). Capitalized terms used without definition herein shall have the meaning set forth in the Form 8-A. Item 1. Description of Registrant's Securities to be Registered Item 1 of the Form 8-A is amended and supplemented by adding the following: On April 25, 2001, the Board of Directors of the Company authorized the amendment to the Rights Agreement, dated as of August 3, 2000 (the "Rights Agreement"), between the Company and Fleet National Bank, as Rights Agent. The Board's amendment makes the Rights Agreement inapplicable to the purchase of shares of the Company's common stock on or prior to July 31, 2001 pursuant to a fully-financed, all cash tender offer for any and all shares of the Company's common stock at a price of at least $32 per share, provided that (i) all shares validly tendered in the tender offer are accepted for payment and paid for, (ii) the number of shares purchased in the cash tender offer (other than shares of common stock beneficially owned by the offeror and Affiliates and Associates thereof) represents at least a majority of the Company's outstanding shares on a fully diluted basis (treating all outstanding options as exercised for this purpose), and (iii) as part of its cash tender offer, the offeror agrees to complete a merger transaction promptly after the closing of the tender offer in which all shares not purchased in the cash tender offer would be converted into the right to receive an amount in cash equal to the price paid in the cash tender offer. The amendment is attached as Exhibit 2 hereto and incorporated herein by reference. Item 2. Exhibits 1. Rights Agreement, dated as of August 3, 2000, between VISX, Incorporated and Fleet National Bank, as Rights Agent, including the form of Rights Certificate as Exhibit A and the Summary of Rights to Purchase Common Stock as Exhibit B (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 4, 2000) 2. Amendment to the Rights Agreement, dated as of April 25, 2001, between VISX, Incorporated and Fleet National Bank, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed May 1, 2001) SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. VISX, INCORPORATED By: /s/ Elizabeth H. Davila ------------------------ Elizabeth H. Davila President and Chief Executive Officer Dated: May 1, 2001 EXHIBIT INDEX 1. Rights Agreement, dated as of August 3, 2000, between VISX, Incorporated and Fleet National Bank, as Rights Agent, including the form of Rights Certificate as Exhibit A and the Summary of Rights to Purchase Common Stock as Exhibit B (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 4, 2000) 2. Amendment to the Rights Agreement, dated as of April 25, 2001, between VISX, Incorporated and Fleet National Bank, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed May 1, 2001)