-----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, LEOx6OiwTwhLuJjM9MzUqj1+qBkhf7yBMfYMMOceX7o8pEZqrootWJUP+EellBEl 2tYDziO/KEJERfqVq8+3fA== 0000891618-96-001993.txt : 19960912 0000891618-96-001993.hdr.sgml : 19960912 ACCESSION NUMBER: 0000891618-96-001993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960830 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASERSCOPE CENTRAL INDEX KEY: 0000851737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770049527 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18053 FILM NUMBER: 96628701 BUSINESS ADDRESS: STREET 1: 3052 ORCHARD DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089430636 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 30, 1996 LASERSCOPE (Exact name of Registrant as specified in its charter) CALIFORNIA 0-18053 77-0049527 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 3052 ORCHARD DRIVE SAN JOSE, CALIFORNIA 95134-2011 (Address of principal executive offices) (Zip code) (408) 943-0636 (Registrant's telephone number, including area code) 2 Item 2. Acquisition or Disposition of Assets. Pursuant to the Acquisition Agreement dated April 23, 1996 (the "Agreement") by and between Laserscope, a California corporation (the "Company") and Heraeus Med GmbH ("HME"), a German company organized under the laws of the Federal Republic of Germany, Laserscope agreed to acquire all of the outstanding shares of capital stock of Heraeus Surgical, Inc., a Delaware corporation and wholly-owned subsidiary of HME, along with certain assets and liabilities related to HME's laser distribution operations, in exchange for 4,609,345 shares of Laserscope common stock and $2 million (the "Acquisition"). The Acquisition was consummated on August 30, 1996 (the "Closing Date"), following approval of the Acquisition by Laserscope's shareholders. As of the Closing Date, HME beneficially owned approximately 39.5% of the outstanding shares of Laserscope common stock. Pursuant to the Agreement, in the event Laserscope breaches its representations and warranties thereunder, Laserscope may be required to indemnify HME by issuing up to 500,000 additional shares of Laserscope common stock to HME (the "Indemnification Shares"). If Laserscope issued all of the Indemnification Shares to HME, HME would beneficially own, as of the Closing Date, approximately 42% of the outstanding shares of Laserscope common stock. In addition, in connection with the Acquisition, the Laserscope Board of Directors amended Laserscope's Bylaws to increase the number of directors on the Laserscope Board to eight. Under the Agreement, Laserscope has agreed to reduce its number of directors from eight to seven one year from the Closing Date. Commencing one year after the closing of the Acquisition, for so long after such anniversary as HME owns at least 3.3 million shares of Laserscope common stock, Laserscope has agreed to use its best efforts to have three nominees of HME elected to the Laserscope Board of Directors; for so long after such anniversary as HME owns at least 1.6 million shares of Laserscope common stock, Laserscope has agreed to use its best efforts to have at least two nominees of HME elected to the Laserscope Board of Directors; and for so long after such anniversary as HME owns at least 600,000 shares of Laserscope common stock, Laserscope has agreed to use its best efforts to have one nominee of HME elected to the Board. Furthermore, for so long as HME owns at least 600,000 shares of Laserscope common stock, Laserscope has agreed not to increase, or ask its shareholders to increase, the number of directors beyond seven without the prior consent of HME. Laserscope paid HME $2 million as partial consideration for the HME Assets. Laserscope also expects to incur approximately $1.5 million of additional costs relating to the Acquisition within the first six months after the Closing of the Acquisition. Laserscope expects to finance the Acquisition and related costs from current cash resources and cash from operations. The details of the Agreement and the Acquisition are set forth in: Laserscope's Proxy Statement dated July 29, 1996 (the "Proxy Statement") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On July 29, 1996, Laserscope filed the Proxy Statement with the Securities and Exchange Commission (the "Commission") and mailed the same to Laserscope shareholders of record as of July 15, 1996. -2- 3 The Proxy Statement is attached as an exhibit hereto and is incorporated by reference herein pursuant to Rule 12b-23 promulgated under the Exchange Act. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. It is currently impracticable for the Company to provide the financial statements required pursuant to Rule 3-05(b) of Regulation S-X. In accordance with Item 7(a)(4) of the Instructions to Form 8-K, the Company will file such financial statements as soon as they are available, and in no event later than October 29, 1996. (b) Pro Forma Financial Information. It is currently impracticable for the Company to provide the financial statements required pursuant to Article 11 of Regulation S-X. In accordance with Items 7(a)(4) and 7(b)(2) of the Instructions to Form 8-K, the Company will file such financial statements as soon as they are available, and in no event later than October 29, 1996. (c) Exhibits. *2.1 Acquisition Agreement dated April 23, 1996 between Laserscope and Heraeus Med GmbH (included as Exhibit A to the Proxy Statement of Laserscope dated July 29, 1996, which is incorporated herein by reference). *20.1 Proxy Statement of Laserscope dated July 29, 1996. 99.1 Press Release of Laserscope dated September 3, 1996. - -------------------------------------------------------------------------------- *Filed with the Commission on July 29, 1996 and incorporated as an exhibit hereto pursuant to Rule 12b-32 promulgated under the Exchange Act. -3- 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LASERSCOPE (Registrant) Dated: September 11, 1996 By: /s/ DENNIS LALUMANDIERE --------------------------------------- Dennis LaLumandiere Vice President of Finance and Chief Financial Officer -4- 5 INDEX TO EXHIBITS Page Number Under Exhibit Sequential Numbering No. Exhibit System *2.1 Acquisition Agreement dated April 23, 1996 between Laserscope and Heraeus Med GmbH *20.1 Proxy Statement of Laserscope dated July 29, 1996 99.1 Press Release of Laserscope dated September 3, 1996 6 *Filed with the Commission on July 29, 1996 and incorporated as an exhibit hereto pursuant to Rule 12b-32 promulgated under the Exchange Act. -5- EX-99.1 2 EXHIBIT 99.1 PRESS RELEASE 1 EXHIBIT 99.1 PRESS RELEASE 2 TUESDAY, SEPTEMBER 3, 8:23 AM EDT LASERSCOPE COMPLETES ACQUISITION OF HERAEUS SURGICAL MANAGEMENT FORESEES INCREASES IN REVENUE AND PROFITABILITY SAN JOSE, Calif.--(BUSINESS WIRE)--Sept. 3, 1996-- Laserscope Inc. announced today that it has completed its acquisition of Heraeus Surgical Inc. "We expect the acquisition of Heraeus Surgical to have a very positive effect on shareholder value while making Laserscope a stronger, more competitive company," said Robert V. McCormick, Laserscope president and CEO. "With combined annual sales of more than $60 million Laserscope is now one of the world's largest medical laser companies and a major force in the industry. "In the short-term," continued McCormick, "we believe the company is strategically positioned to benefit from ongoing growth in both the leg vein and skin resurfacing markets. "We have received more than 100 orders since the beginning of the year for our new Aura Laser System, making substantial inroads into the growing vascular lesion market which includes leg vein treatment. "We will also begin to market aggressively the newly acquired Paragon(TM) CO2 Laser, capitalizing on the strategies employed in our successful roll out of the Aura Laser. "We believe the company's mid-term opportunities lie in continued development of the operating room systems business of Heraeus Surgical," said McCormick, "specifically its ceiling-mounted equipment management and centralized smoke evacuation (CVAC) systems. "Potential changes in the healthcare arena could create considerable market opportunities for their patented CVAC systems which remove hazardous airborne debris from the operating room. "We believe longer-term opportunities for the company lie in new regulatory approvals of photodynamic therapy (PDT), an innovative cancer treatment that utilizes photosensitive drugs and laser light to selectively kill diseased cells," said McCormick. To improve profitability further, Laserscope also said it expects to incrementally reduce operating expenses of the combined company such that, in 12 months, operating expenses should be more than $3 million lower than current levels. "We believe we are well underway in our process of turning Laserscope around," concluded McCormick. "We believe the outlook for Laserscope for the foreseeable future is very encouraging indeed." 3 The acquisition was approved by Laserscope shareholders at a special shareholders meeting on Aug. 30, 1996. The transactions were also finalized on Aug. 30, 1996 at which time Heraeus MED GmbH received 4,609,345 shares of Laserscope common stock and a cash payment of $2 million from Laserscope in exchange for all of the outstanding capital stock of Heraeus Surgical Inc. Statements in this announcement about future results are preliminary and based on partial information and management assumptions. Except for the historical information presented, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including the ability to integrate successfully Heraeus Surgical's business with that of Laserscope and reduce the combined company's expenses, the timely development and market acceptance of new and acquired products, the impact of competitive products and pricing, the effect and timing of relevant domestic and international regulatory approvals and other risks detailed from time-to-time in the company's public disclosure filings with the U.S. Securities and Exchange Commission (SEC). Copies of the most recent Forms 10K and 10Q are available upon request from Laserscope's Investor Relations Department. CONTACT: Laserscope Richard Wood, 408/943-0636 (IR/Media) Dennis LaLumandiere, 408/943-0636 (Financial) -----END PRIVACY-ENHANCED MESSAGE-----