-----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, MqGgyjh+fdi0mfQdpttVWcLvtndO06f2rFrlze8Gve5e0EXckM0lF39Rwt2FUHN3 yfxnu8dtLUFN5MxA53wH7w== 0000950005-99-000329.txt : 19990403 0000950005-99-000329.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950005-99-000329 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-26082 FILM NUMBER: 99584456 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 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission File Number: 0-26082 VIDAMED, INC. (Exact name of registrant as specified in its charter) Delaware 77-0314454 ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) 46107 Landing Parkway Fremont, CA 94538 (Address of principal executive offices) (510) 492-4900 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Class: Common Stock, $.001 par value Preferred Share Purchase Rights Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendments to this Form 10-K. [ ] The aggregate market value of the Common Stock of the registrant held by non-affiliates as of March 19, 1999 was $56,318,565. The number of outstanding shares of the registrant's Common Stock, $.001 par value, was 20,479,478 as of March 19, 1999. DOCUMENTS INCORPORATED BY REFERENCE Certain information is incorporated into Part III of this report by reference to the Proxy Statement for the Registrant's 1999 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K. FORWARD LOOKING STATEMENTS THIS REPORT ON FORM 10-K CONTAINS, IN ADDITION TO HISTORICAL INFROMATION, FORWARD-LOOKING STATEMENTS THAT ARE BASED ON CURRENT EXPECTATIONS AND BELIEFS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. SOME OF THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE, AMONG OTHERS, MARKET ACCEPTANCE OF THE VIDAMED TUNA PROCEDURE, AVAILABILITY AND TIMING OF THIRD-PARTY REIMBURSEMENT FOR PROCEDURES PERFORMED WITH THE VIDAMED TUNA SYSTEM, AVAILABILITY OF CASH RESOURCES SUFFICIENT TO FUND OPERATIONS, THE POSSIBLE VOLATILITY OF THE COMPANY'S STOCK PRICE, THE FACTORS DISCUSSED HEREIN UNDER "MARKETING AND CUSTOMERS," "CLINICAL STATUS," "MANUFACTURING," "RESEARCH AND DEVELOPMENT," "ADDITIONAL RISK FACTORS," AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, FACTORS AFFECTING RESULTS OF OPERATIONS." VIDAMED UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF. READERS SHOULD CAREFULLY REVIEW THE RISK FACTORS DESCRIBED IN OTHER DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE SECURITIES EXCHANGE COMMISSION, INCLUDING THE QUARTERLY REPORTS ON FORM 10-Q TO BE FILED BY THE COMAPANY IN 1999 AND ANY CURRENT REPORTS ON FORM 8-K FILED BY THE COMPANY. PART IV Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 1. Financial Statements
Included in Part II, Item 8 of this Report: Consolidated Balance Sheets as of December 31, 1998 and 1997 22 Consolidated Statements of Operations for the years ended December 31, 1998, 1997 and 1996 23 Consolidated Statement of Stockholders' Equity (Net Capital Deficiency) for the years ended December 31, 1998, 1997 and 1996 24 Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 25 Notes to Consolidated Financial Statements 26 Independent Auditors' Report 42
2. Financial Statement Schedules Schedule II is included, on page 10. All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto. 3. Exhibits
Exhibit No. Description ------------ -------------------------------------------------------------------------------------- 3.1 (1) Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on June 28, 1995. 3.2 (2) Certificate of Designation of Rights, preferences and Privileges of Series A Participating Preferred Stock of the Company filed with the Delaware Secretary of State on January 13, 1997. 3.3 (1) Restated Bylaws of the Company 4.1 (1) Form of common Stock Certificate of the Company. 4.2 (1) Warrant to Purchase Shares of Series B Preferred Stock, dated April 13, 1993, issued to Dominion Ventures, Inc. 4.3 (1) Warrant Purchase Agreement, dated November 8, 1993, between the Company and Dominion Ventures, Inc. and Warrant to Purchase Shares of Series C Preferred Stock, issued to Dominion Ventures, Inc. 4.4 (1) Warrant Purchase Agreement, dated June 30, 1994, between the Company and LINC Capital Management Services, Ltd. and Warrant to Purchase Shares of Series D Preferred Stock, dated June 30, 1994, issued to LINC Capital Management Services, Ltd. 4.5 (1) Representative Form of Note Subscription Agreement and Convertible Subordinated Promissory Note. 4.6 (2) Preferred Shares Rights Agreement dated as of January 27, 1997, between the Company and American Securities Transfer & Trust, Inc. including the Certificate of Designations, 38 the Form of Rights Certificate and the Summary of Rights attached thereto as Exhibit A, Exhibit B and Exhibit C, respectively. 4.7 (3) Investment agreement, dated as of February 4, 1997, between the Company and MeesPierson Clearing Services B.V., including Form of Pricing Period Confirmation, Form of Warrant and Form of Opinion attached thereto as Exhibit A, Exhibit B and Exhibit C, respectively. 4.8 (4) Purchase Agreement, dated as of September 22, 1997, among the Company and certain purchasers named therein, including Schedule of Investors, Form of Common Stock Purchase Warrant and Form of Opinion attached thereto as Exhibit A, Exhibit B and Exhibit C, respectively. 10.1 (1) Form of Indemnification Agreement between the Company and each of its directors and officers. 10.2 (2) 1992 Stock Plan, as amended. 10.3 (5) 1995 Director Option Plan, as amended. 10.4 (1) 1995 Employee Stock Purchase Plan. 10.5 (1) Dominion Ventures Master Lease Agreement, dated April 13, 1993, between the Company and Dominion Ventures, Inc., and First Amendment thereto. 10.6 (1) Master Lease Agreement, dated June 24, 1994, between the Company and LINC Capital Management Services, Inc. 10.7 (1) Representative Form of International Distribution Agreement. 10.8 (1) Cross License Agreement, dated August 2, 1994, between the Company and RITA, formerly ZoMed International, Inc. 10.9 (1) International Distribution Agreement, dated May 9, 1994, between the Company and Century Medical, Inc. 10.10 (1) Grant Agreement, dated July 19, 1993, between the Company and the United Kingdom Department of Trade and Industry. 10.11 (1) Letter employment agreement, dated August 26, 1994, between the Company and John N. Hendrick. 10.12 (1) Letter employment agreement, dated August 31, 1994, between the Company and James A. Heisch. 10.13 (1) Restated Shareholder Rights Agreement, dated November 23, 1994, among the Company and holders of the Company's Registerable Securities 10.14 (1) Loan and Security Agreement dated April 20, 1995 between the Company and Venture Lending and Leasing, Inc. and related letter agreement. 10.15 (6) Operating Lease dated April 3, 1997, between the Company and Hopkins Brothers. 10.16 (6) Loan and Security Agreement, dated January 13, 1998, between the Company and Silicon Valley Bank. 10.17 Loan and Security Agreement and Streamlined Facility Agreement and Amended Agreement, dated October 20, 1998, between the Company and Transamerica Business Credit Corporation. 39 10.18 Manufacturing Agreement, dated January 5, 1999, between the Company and Humphrey Systems 21.1 (1) Subsidiaries of the Registrant. 23.1 Consent of Ernst & Young LLP, Independent Auditors (see page 42 of this report). 24.1 Power of Attorney (see signature page of this Report). 27.1 Financial Data Schedule. - ----------- (1) Filed as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-90746) and incorporated herein by reference. (2) Filed as an Exhibit to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 31, 1997 and incorporated herein by reference thereto. (3) Filed as an Exhibit to the Company's Current Report on form 8-K filed with the Securities and Exchange Commission on March 14, 1997 and incorporated herein by reference thereto. (4) Filed as an Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 1997 and incorporated herein by reference thereto. (5) Filed as an Exhibit to the Company's Registration Statement on Form S-8 (File No. 33-80619) and incorporated herein by reference. (6) Filed as an Exhibit to the Company's Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
b) Reports on Form 8-K The Company was not required to and did not file any reports on Form 8-K during the three months ended December 31, 1998. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Fremont, State of California, on the 31st day of March, 1999. VIDAMED, INC. By /s/ David J. Illingworth -------------------------------------------- David J. Illingworth, Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David J. Illingworth and Richard D. Brounstein as his attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Report. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and on the dates indicated:
Signatures Title Date ---------- ----- ---- /s/ David J. Illingworth Chairman, President and Chief March 31, 1999 ----------------------------------- Executive Officer (David J. Illingworth) (Principal Executive Officer) /s/ Richard D. Brounstein Vice President, Finance and Chief March 31, 1999 ----------------------------------- Financial Officer (Richard D. Brounstein) (Principal Financial Officer) /s/ Franklin D. Brown* Director March 31, 1999 ----------------------------------- (Franklin D. Brown) /s/ Robert J. Erra* Director March 31, 1999 ----------------------------------- (Robert J. Erra) /s/ Wayne I. Roe* Director March 31, 1999 ----------------------------------- (Wayne I. Roe) /s/ Michael H. Spindler* Director March 31, 1999 --------------------------------------- (Michael H. Spindler) * Executed on behalf of the individual indicated pursuant to a power of attorney.
41 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-80619, 333-59869 and 333-70201) pertaining to the 1992 Stock Plan, the 1992 Consultant Stock Plan, the 1995 Director Option Plan, the 1995 Employee Stock Purchase Plan and the 1999 Nonstatutory Stock Option Plan and in the Registration Statement (Form S-3 No. 333-45895) of VidaMed, Inc. of our report dated January 15, 1999, with respect to the consolidated financial statements of VidaMed, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California March 25, 1999 VIDAMED, INC - AUDITORS' REPORT AND CONSENT REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS - ------------------------------------------------- The Board of Directors and Stockholders VidaMed, Inc. We have audited the accompanying consolidated balance sheets of VidaMed, Inc. as of December 31, 1998 and 1997, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly and in all material respects, the consolidated financial position of VidaMed, Inc. at December 31, 1998 and 1997, and the consolidated result of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ Ernst & Young LLP Palo Alto, California January 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----