-----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, RYdCYAslNlXNKNKzXgJpT3zezM/qX046K79jwjGkwmSF3wrz4H9CfS7p08vIOijB fEmN1GSP/UaNcmH8S4ekqg== 0000912057-99-004422.txt : 19991111 0000912057-99-004422.hdr.sgml : 19991111 ACCESSION NUMBER: 0000912057-99-004422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SURGICAL INNOVATIONS INC CENTRAL INDEX KEY: 0000890763 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 973170244 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28448 FILM NUMBER: 99745591 BUSINESS ADDRESS: STREET 1: 10460 BUBB RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 8-K 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 (Date of earliest event reported) November 5, 1999 0-28448 (Commission File Number) ______________________________ GENERAL SURGICAL INNOVATIONS, INC. (Exact Name of Registrant as Specified in its Charter) California 94-3160456 (State or Other Jurisdiction (IRS Employer of Incorporation) Identification No.) 10460 Bubb Road, Cupertino, California 95014 (Address of Registrant's Principal Executive Office) http:/www.gsii.com (Web site address) (408) 863-2500 (Registrant's telephone number, including area code) ______________________________ ITEM 5. OTHER EVENTS On November 5, 1999, General Surgical Innovations, Inc., a Nevada corporation, entered into Amendment No. 1, to Agreement and Plan of Merger, dated as of August 23, 1999, by and among General Acquisition Corp. ("General Acquisition"), a Nevada corporation and a wholly-owned subsidiary of Tyco International Ltd., a Bermuda company, General Sub Acquisition Corp., a California corporation and a wholly-owned subsidiary of General Acquisition, and Tyco Acquisition Corp. XXIII, a Delaware corporation and a wholly-owned subsidiary of General Acquisition, which is attached hereto as Exhibit 2.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. EXHIBIT NUMBER TITLE 2.2 Amendment No. 1, dated as of November 5, 1999, to Agreement and Plan of Merger, dated as of August 23, 1999 among General Acquisition Corp., General Sub Acquisition Corp., General Surgical Innovations, Inc. and Tyco Acquisition Corp. XXIII. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL SURGICAL INNOVATIONS, INC. By: /s/ Gregory D. Casciaro -------------------------------------- Gregory D. Casciaro President and Chief Executive Officer Date: November 10, 1999 -3- Exhibit Index EXHIBIT NUMBER TITLE 2.2 Amendment No. 1, dated as of November 5, 1999, to Agreement and Plan of Merger, dated as of August 23, 1999 among General Acquisition Corp., General Sub Acquisition Corp., General Surgical Innovations, Inc. and Tyco Acquisition Corp. XXIII -4- EX-2.2 2 EXHIBIT 2.2 EXHIBIT 2.2 AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of November 5, 1999 (this "AMENDMENT"), to the Agreement and Plan of Merger, dated as of August 23, 1999 (the "MERGER AGREEMENT"), among General Acquisition Corp. ("PARENT"), a Nevada corporation and a direct, wholly-owned subsidiary of Tyco International Ltd., General Sub Acquisition Corp., a California corporation and a direct, wholly-owned subsidiary of Parent ("MERGER SUB"), and General Surgical Innovations, Inc., a California corporation (the "COMPANY"), is entered into among Parent, Merger Sub, the Company and Tyco Acquisition Corp. XXIII, a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("NEW MERGER SUB"). WITNESSETH: WHEREAS, Parent, Merger Sub and the Company have previously entered into the Merger Agreement, which contemplates that acquisition of all of the outstanding equity interests in the Company by Parent by means of a merger of Merger Sub with and into the Company (the "MERGER"); and WHEREAS, the parties to the Merger Agreement desire to amend certain terms of such agreement in the manner set forth below. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub, the Company and New Merger Sub hereby agree as follows: 1. Merger Sub hereby assigns and transfers all of its rights and obligations under the Merger Agreement to New Merger Sub, and the other parties hereto hereby consent to such assignment and transfer and acknowledge that such assignment and transfer will not be deemed to result in any breach of any representations, warranties, covenants or agreements under the Merger Agreement. All references in the Merger Agreement to "Merger Sub" shall now be deemed to be references to "New Merger Sub". The parties acknowledge that in addition to the filing of the Certificate of Merger with the Secretary of State of the State of California contemplated by Section 1.02 of the Merger Agreement the parties will be required to make a concurrent filing with the Secretary of State of the State of Delaware to effectuate the Merger and that the effects of the Merger will now be governed by both the CGCL and the General Corporation Law of the State of Delaware. 2. The reference to "Section 7.01(j)" in Section 1.06(a) of the Merger Agreement is hereby deleted from the Merger Agreement. 3. Section 7.01(j) of the Merger Agreement is hereby deleted in its entirety from the Merger Agreement. 4. All references in this Amendment to capitalized terms that are not otherwise defined shall be given the meanings ascribed to them in the Merger Agreement. 5. Except as expressly stated in this Amendment, all of the remaining terms of the Merger Agreement shall remain in full force and effect. 6. The terms of Article VIII of the Merger Agreement are incorporated by reference into this Amendment. -5- IN WITNESS WHEREOF, Parent, Merger Sub, the Company and New Merger Sub have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. GENERAL ACQUISITION CORP. By: /s/ Irving Gutin ---------------- Name: Irving Gutin Title: Vice President GENERAL SUB ACQUISITION CORP. By: /s/ Irving Gutin ---------------- Name: Irving Gutin Title: Vice President GENERAL SURGICAL INNOVATIONS, INC. By: /s/ Gregory D. Casciaro ----------------------- Name: Gregory D. Casciaro Title: President and Chief Executive Officer TYCO ACQUISITION CORP. XXIII By: /s/ Irving Gutin ---------------- Name: Irving Gutin Title: Vice President -6- The undersigned hereby consents to Amendment No. 1, dated as of November 5, 1999, to the Agreement and Plan of Merger, dated as of August 23, 1999, among General Acquisition Corp., General Sub Acquisition Corp., and General Surgical Innovations, Inc., being entered into among General Acquisition Corp., General Sub Acquisition Corp., General Surgical Innovations, Inc. and Tyco Acquisition Corp. XXIII and the performance thereunder of the parties thereto. TYCO INTERNATIONAL LTD. By: /s/ Byron Kalogerou ------------------- Name: Byron Kalogerou Title: Vice President and Assistant Corporate Secretary -7- -----END PRIVACY-ENHANCED MESSAGE-----