-----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, SU/UqXBcE1RP2DgRh+QzIZ/lr9iVQShuGUWu9BOYqMZL7LKOafu7hwMFlGKFNDC1 qd/FfOQk+ePPazZiO/ngNw== /in/edgar/work/0000929624-00-001496/0000929624-00-001496.txt : 20001031 0000929624-00-001496.hdr.sgml : 20001031 ACCESSION NUMBER: 0000929624-00-001496 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-26082 FILM NUMBER: 748912 BUSINESS ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: SUITE 101 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104924900 MAIL ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: STE 101 CITY: FREMONT STATE: CA ZIP: 94538 8-A12G/A 1 0001.txt AMENDMENT #1 TO FORM 8A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________ VIDAMED, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 77-0314454 (State or Other Jurisdiction of (I.R.S. Employer Incorporation) Identification Number) 46107 Landing Parkway Fremont, California 94538 (Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box: [_] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box: [X] Securities Act registration statement file number to which this form relates: Not 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 - ------------------------------------------- --------------------------------------------------- None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights (Title of Class) Item 1. Description of Securities to Be Registered Pursuant to the Preferred Shares Rights Agreement (the "Rights Agreement") dated as of January 27, 1997 between VidaMed, Inc. ("VidaMed") and American Securities Transfer, Inc., as Rights Agent (the "Rights Agent"), VidaMed's Board of Directors declared a dividend of one right (a "Right") to purchase one one-thousandth share of VidaMed's Series A Participating Preferred Stock ("Series A Preferred") for each outstanding share of Common Stock ("Common Shares") of VidaMed. The dividend was payable on January 31, 1997 (the "Record Date") to stockholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from VidaMed one one-thousandth of a share of Series A Preferred at an exercise price of $50.00 (the "Purchase Price"), subject to adjustment. The following summary of the principal terms of the Rights Agreement, as amended by Amendment No. 1 to the Rights Agreement, is a general description only and is subject to the detailed terms and conditions of the Rights Agreement and Amendment No. 1 to the Rights Agreement. A copy of the Rights Agreement was previously filed as an exhibit to this Registration Statement and is incorporated herein by reference. A copy of Amendment No. 1 to the Rights Agreement is filed as an exhibit to this Registration Statement and is incorporated herein by reference. Rights Evidenced by Common Share Certificates. The Rights will not be exercisable until the Distribution Date (defined below). Until the Distribution Date, certificates for the Rights ("Rights Certificates") will not be sent to stockholders; instead, the Rights will attach to and trade only together with the Common Shares. Accordingly, Common Share certificates that were outstanding on the Record Date evidence the Rights related thereto, and Common Share certificates issued after the Record Date contain and will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or the earlier redemption or expiration of the Rights), the surrender or transfer of any certificates for Common Shares outstanding as of the Record Date, even without the notation or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. Distribution Date. The Rights will separate from the Common Shares, Rights Certificates will be issued and the Rights will become exercisable upon the earlier of: (i) 10 days (or such later date as may be determined by a majority of the Board of Directors, excluding directors affiliated with the Acquiring Person, as defined below (the "Continuing Directors")) following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares; and (ii) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares. The earlier of such dates is referred to as the "Distribution Date." Effective as of January 3, 2000, VidaMed approved Amendment No. 1 to the Rights Agreement, which amended the definition of "Acquiring Person." In the amendment, the 20% trigger amounts in clauses (i) and (ii) in the immediately preceding paragraph above were raised 2 to 25% for Medtronic Asset Management, Inc. or any of its affiliates or associates (collectively, the "Medtronic Group"). Therefore, in order to be deemed an "Acquiring Person" under the Rights Agreement, a member of the Medtronic Group must have acquired, or obtained the right to acquire, together with all members of the Medtronic Group, beneficial ownership of 25% or more of the outstanding Common Shares, or commenced, or announced an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a member of the Medtronic Group, together with all members of the Medtronic Group, of 25% or more of the outstanding Common Shares. Issuance of Rights Certificates; Expiration of Rights. As soon as practicable following the Distribution Date, separate Rights Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights from and after the Distribution Date. All Common Shares issued prior to the Distribution Date will be issued with Rights. Common Shares issued after the Distribution Date may be issued with Rights if such shares are issued (i) upon the conversion of outstanding convertible debentures or any other convertible securities issued after adoption of the Rights Agreement or (ii) pursuant to the exercise of stock options or under employee benefit plans or arrangements unless such issuance would result in (or create a risk that) such options, plans or arrangements would not qualify for otherwise available special tax treatment. Except as otherwise determined by the Board of Directors, no other Common Shares issued after the Distribution Date will be issued with Rights. The Rights will expire on the earliest of (i) December 19, 2006 (the "Final Expiration Date"), (ii) redemption or exchange of the Rights as described below, or (iii) consummation of an acquisition of VidaMed satisfying certain conditions by a person who acquired shares pursuant to a Permitted Offer as described below. Initial Exercise of the Rights. Following the Distribution Date, and until one of the further events described below, holders of the Rights will be entitled to receive, upon exercise and the payment of $50.00 per Right, one one- thousandth share of the Series A Preferred. In the event that VidaMed does not have sufficient Series A Preferred available for all Rights to be exercised, or the Board decides that such action is necessary and not contrary to the interests of Rights holders, VidaMed may instead substitute cash, assets or other securities for the Series A Preferred for which the Rights would have been exercisable under this provision or as described below. Right to Buy VidaMed Common Shares. Unless the Rights are earlier redeemed, in the event that an Acquiring Person becomes the beneficial owner of 20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's Common Shares then outstanding (other than pursuant to a Permitted Offer), then each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, Common Shares having a value equal to two times the Purchase Price. Rights are not exercisable following the occurrence of an event as described above until such time as the Rights are no longer redeemable by VidaMed as set forth below. Right to Buy Acquiring Company Stock. Unless the Rights are earlier redeemed, in the event that, after the Shares Acquisition Date (as defined below), (i) VidaMed is acquired in a 3 merger or other business combination transaction, or (ii) VidaMed consummates a merger or other business combination transaction in which VidaMed is the continuing or surviving corporation, or (iii) 50% or more of VidaMed's assets or earning power are sold, each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, shares of common stock of (i) the corporation acquiring VidaMed or (ii) VidaMed or (iii) the purchaser of 50% or more of VidaMed's assets or earning power, respectively, such shares in each case having a value equal to two times the Purchase Price (unless the transaction satisfies certain conditions and is consummated with a person who acquired shares pursuant to a Permitted Offer, in which case the Rights will expire). Permitted Offer. A Permitted Offer means a tender offer for all outstanding Common Shares that has been determined by a majority of the Continuing Directors to be fair and otherwise in the best interests of VidaMed and its stockholders. Where the Board of Directors has determined that a tender offer constitutes a Permitted Offer, the Rights will not become exercisable to purchase Common Shares or shares of the acquiring company (as the case may be) at the discounted price described above. Exchange Provision. At any time after the acquisition by an Acquiring Person of 20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's outstanding Common Shares and prior to the acquisition by such Acquiring Person of 50% or more of VidaMed's outstanding Common Shares, the Board of Directors of VidaMed may exchange the Rights (other than Rights owned by the Acquiring Person), in whole or in part, at an exchange ratio of one Common Share per Right. Redemption. At any time on or prior to the close of business on the earlier of (i) the 10th day following the acquisition by an Acquiring Person of 20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's outstanding Common Shares (the "Shares Acquisition Date") or such later date as may be determined by a majority of the Continuing Directors and publicly announced by VidaMed, or (ii) the Final Expiration Date of the Rights, VidaMed may redeem the Rights in whole, but not in part, at a price of $.01 per Right. Adjustments to Prevent Dilution. The Purchase Price payable, the number of Rights, and the number of Series A Preferred or Common Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time in connection with the dilutive issuances by VidaMed as set forth in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. Cash Paid Instead of Issuing Fractional Shares. No fractional portion less than integral multiples of one Common Share will be issued upon exercise of a Right and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading date prior to the date of exercise. No Stockholders' Rights Prior to Exercise. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of VidaMed (other than any rights resulting from 4 such holder's ownership of Common Shares), including, without limitation, the right to vote or to receive dividends. Amendment of Rights Agreement. The provisions of the Rights Agreement may be supplemented or amended by the Board of Directors in any manner prior to the close of business on the date of the acquisition by an Acquiring Person of 20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's outstanding Common Shares without the approval of Rights holders. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable. Rights and Preferences of the Series A Preferred. Series A Preferred purchasable upon exercise of the Rights will not be redeemable. Each share of Series A Preferred will be entitled to an aggregate dividend of 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Series A Preferred will be entitled to a minimum preferential liquidation payment equal to $50,000 per share. Each share of Series A Preferred will have 1,000 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which the Common Shares are changed or exchanged, each share of Series A Preferred will be entitled to receive 1,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the dividend, liquidation and voting rights of the shares of Series A Preferred, the value of the one one-thousandth interest in a share of Series A Preferred purchasable upon exercise of each Right should approximate the value of one Common Share. Certain Anti-Takeover Effects. The Rights approved by the Board are designed to protect and maximize the value of the outstanding equity interests in VidaMed in the event of an unsolicited attempt by an acquiror to takeover VidaMed in a manner or on terms not approved by the Board of Directors. Takeover attempts frequently include coercive tactics to deprive VidaMed's Board of Directors and its stockholders of any real opportunity to determine the destiny of VidaMed or to evaluate and protect the long-term value of VidaMed. The Rights are not intended to prevent a takeover of VidaMed. The Rights may be redeemed by VidaMed at $.01 per Right within ten days (or such later date as may be determined by a majority of the Continuing Directors) after the accumulation of 20% (25%, in the case of a member of the Medtronic Group) or more of VidaMed's shares by a single acquiror or group. Accordingly, the Rights should not interfere with any merger or business combination approved by the Board of Directors. Issuance of the Rights does not in any way weaken the financial strength of VidaMed or interfere with its business plans. The issuance of the Rights themselves has no dilutive effect, will not affect reported earnings per share, should not be taxable to VidaMed or to its stockholders, and will not change the way in which VidaMed's shares are presently traded. VidaMed's Board of Directors believes that the Rights represent a sound and reasonable means of addressing the complex issues of corporate policy created by the current takeover environment. However, the Rights may have the effect of rendering more difficult or discouraging an acquisition of VidaMed deemed undesirable by the Board of Directors. The Rights may cause substantial dilution to a person or group that attempts to acquire VidaMed on 5 terms or in a manner not approved by VidaMed's Board of Directors, except pursuant to an offer conditioned upon the negation, purchase or redemption of the Rights. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to VidaMed's original registration statement on Form 8-A, filed on January 31, 1997. Amendment No. 1 to the Rights Agreement is attached hereto as Exhibit 4.1. A copy of the Rights Agreement and Amendment No. 1 to the Rights Agreement are available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and Amendment No. 1 to the Rights Agreement, which are incorporated herein by reference. Item 2. Exhibits. Exhibit ------- No. Description --- ----------- 4.1 Amendment No. 1 to Rights Agreement effective as of January 3, 2000 between VidaMed and American Securities Transfer & Trust, Inc. 6 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment on Form 8-A/A to be signed on its behalf by the undersigned, thereunto duly authorized. VIDAMED, INC. By: /s/ John F. Howe ---------------------------------------- John F. Howe Vice President, Finance and Chief Financial Officer Dated: October 26, 2000 7 VIDAMED, INC. FORM 8-A/A INDEX TO EXHIBITS ----------------- Exhibit ------- No. Description --- ----------- 4.1 Amendment No. 1 to Rights Agreement effective as of January 3, 2000 between VidaMed and American Securities Transfer & Trust, Inc. EX-4.1 2 0002.txt AMENDMENT TO PREFERRED SHARED RIGHTS AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT This Amendment No. 1 to Preferred Shares Rights Agreement (this "Amendment") is between VidaMed, Inc., a Delaware corporation (the "Company"), and American Securities Transfer & Trust, Inc. (the "Rights Agent"), effective as of January 3, 2000. A. The Company and the Rights Agent have entered into a Preferred Shares Rights Agreement, dated as of January 27, 1997 (the "Rights Agreement"). Capitalized terms used and not otherwise defined herein will have the meaning given in the Rights Agreement. B. Section 27 of the Rights Agreement provides that, prior to the Distribution Date, the Company may amend the Rights Agreement, including the definition of an Acquiring Person as set forth in Section 1(a) thereof, and that, upon any such amendment, the Rights Agent shall amend the Rights Agreement as the Company directs. C. The Company desires, and hereby directs the Rights Agent, to amend the definition of an Acquiring Person, and the Rights Agent agrees to such amendment, on the terms and conditions hereof. NOW, THEREFORE, the Company and the Rights Agent agree as follows: 1. Representations and Warranties. The Company represents and warrants to the ------------------------------ Rights Agent that: (a) to the best knowledge of the Company, the Distribution Date has not occurred prior to the effective date hereof; and (b) this Amendment is authorized pursuant to the requirements of Section 27 of the Rights Agreement. 2. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is hereby ------------------------- amended by deleting Section 1(a) in its entirety and substituting the following therefor: (a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the Common Shares then outstanding (the "Acquiring Person Triggering Amount"), but shall not include the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to the Acquiring Person Triggering Amount; provided, however, that if a Person shall become the Beneficial Owner of the Acquiring Person Triggering Amount by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), then such Person shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own the Acquiring Person Triggering Amount. Notwithstanding the foregoing, (i) if a majority of the Continuing Directors then in office determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the provisions of this paragraph (a), has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise cause such Person to be an "Acquiring Person," as defined pursuant to the provisions of this paragraph (a), or (B) such Person was aware of the extent of the Common Shares it beneficially owned but had no actual knowledge of the consequences of such beneficial ownership under this Agreement) and without any intention of changing or influencing control of the Company, and if such Person divested or divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the provisions of this paragraph (a), then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 20% or more of the Common Shares outstanding, such Person shall not be or become an "Acquiring Person," as defined pursuant to the provisions of this paragraph (a), unless and until such time as such Person shall become the Beneficial Owner of additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the Beneficial Owner of the Acquiring Person Trigger Amount. For purposes of this definition of "Acquiring Person", the Acquiring Person Trigger Amount for Medtronic Asset Management, Inc. or any of its Affiliates or Associates (collectively, the "Medtronic Group") shall be 25.0% or more of the Common Shares then outstanding (the "Medtronic Trigger Amount") which shall be applicable if any member of the Medtronic Group has, or, together with any Affiliates and Associates of Medtronic, shall be the Beneficial Owner of, such Medtronic Trigger Amount. 3. No Other Changes. Except as specifically amended by this Amendment, all ---------------- other provisions of the Rights Agreement shall remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Rights Agreement by any party hereto. 4. Counterparts. This Amendment may be executed in one or more counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Company and the Rights Agent have caused this Amendment to be duly executed on their behalf by their respective duly authorized representatives as of the date first written above. VIDAMED, INC. AMERICAN SECURITIES TRANSFER & TRUST, INC. By: /s/ Randy D. Lindholm By: /s/ Laura Sasneros ------------------------- ------------------------------------ Its: President & CEO Its: Vice President Trust Officer ------------------------ ----------------------------------- AMERICAN SECURITIES TRANSFER & TRUST, INC. By: /s/ Kellie Gwinn ---------------------------------- Its:__________________________________ -----END PRIVACY-ENHANCED MESSAGE-----