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
STAAR SURGICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-3797439
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1911 Walker Avenue
Monrovia, California 91016
(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. |_|
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
_______________________________________
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A filed with the Securities and Exchange Commission (the
"Commission") on February 24, 1984 in connection with the registration of
the Registrant's common stock under Section 12(g) of the Securities Exchange
Act of 1934. This Amendment No. 1 is being filed to update certain
information in the description of the Registrant's common stock.
Item 1. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 40,000,000 shares of common
stock, $0.01 par value per share, and 10,000,000 shares of preferred stock,
$0.01 par value per share. The following is a summary of the material
features of our capital stock. The following summary does not purport to be
complete and is subject to, and qualified in its entirety by, the
provisions of our certificate of incorporation and our bylaws, as they may
be amended from time to time and provided as exhibits to our reports filed
with the Commission.
Common Stock
The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders and do not
have cumulative voting rights. Thus, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of
the directors standing for election. The Company's bylaws divide the
directors into three classes serving staggered three-year terms, so that
only one class of directors stands for election at each annual meeting.
Holders of common stock are entitled to receive ratably any dividends
that may be declared by the board of directors out of funds legally
available for dividends, subject to any preferential dividend rights of
outstanding preferred stock. Holders of common stock are entitled to
receive ratably the net proceeds of any liquidation of the Company after
the payment of all debts and obligations of the Company, subject to any
preferential liquidation rights of outstanding preferred stock.
Holders of common stock have no preemptive rights or rights to
convert their common stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock.
All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
Our board of directors has the authority, without further action by
the stockholders, to designate and issue up to 10,000,000 shares of
preferred stock in one or more series. Our board of directors will also be
able to designate the powers, preferences, privileges and relative
participating, optional or special rights and the qualifications,
limitations or restrictions of each series of preferred stock, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, any or all of which may be greater than the rights
of the common stock. Our board of directors, without stockholder approval,
can issue preferred stock with voting, conversion or other rights that
could adversely affect the voting power and other rights of the holders of
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common stock. The issuance of preferred stock may have the effect of
decreasing the market price of our common stock, and could adversely affect
the voting and economic rights of the holders of our common stock.
Preferred stock could also be issued quickly with terms calculated to delay
or prevent a change in control of our company or make removal of management
more difficult.
Anti-Takeover Provisions of Delaware Law, Our Charter and Bylaws, and Our
Stockholder Rights Plan
Charter Documents
Provisions of our certificate of incorporation and bylaws may have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of our
company. These provisions are expected to discourage coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of our company to first negotiate with us. However, these
provisions could also limit the price investors might be willing to pay in
the future for our common stock and could have the effect of delaying or
preventing a change in control. We believe that the benefits of increased
protection of our ability to negotiate with the proponent of an unfriendly
or unsolicited acquisition proposal outweigh the disadvantages of
discouraging these proposals because, among other things, negotiation may
result in an improvement of their terms. Nevertheless, these provisions
could limit the price that investors might be willing to pay in the future
for shares of our common stock. These provisions include the following:
. only one of three classes of directors is elected each year;
. directors may be removed only for cause;
. our stockholders may not act by written consent or call special
meetings;
. stockholders must submit nominations for the board of directors
in advance; and
. the board of directors may alter some of the provisions of our
bylaws without stockholder approval.
In addition, subject to limitations prescribed by law, our board of
directors has the authority to issue up to 10,000,000 shares of preferred
stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further
vote or action by the stockholders. The issuance of preferred stock, while
providing flexibility in connection with possible financings or
acquisitions or other corporate purposes, could have the effect of making
it more difficult for a third party to acquire a majority of our
outstanding voting stock.
Delaware Law
We are subject to Section 203 of the Delaware General Corporation
Law. This is an anti-takeover law, which restricts transactions and
business combinations between a corporation and an interested stockholder
owning 15% or more of the corporation's outstanding voting stock, for a
period of three years from the date the stockholder becomes an interested
stockholder. With some exceptions, unless the transaction is approved by
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the board of directors and the holders of at least two-thirds of the
outstanding voting stock of the corporation, excluding shares held by the
interested stockholder, this law prohibits significant business
transactions such as a merger with, disposition of assets to, or receipt of
disproportionate financial benefits by the interested stockholder, or any
other transaction that would increase the interested stockholder's
proportionate ownership of any class or series of the corporation's stock.
The statutory ban does not apply if, upon consummation of the transaction
in which any person becomes an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock of the
corporation. This calculation does not include shares held by persons who
are both directors and officers or by employee stock plans.
Stockholder Rights Plan
On April 20, 1995, the board of directors of the Company adopted a
resolution approving the immediate effectiveness of a Stockholders' Rights
Plan (the "Rights Plan"), subject to subsequent approval of the Rights Plan
by the stockholders of the Company at the Annual Meeting of Stockholders of
the Company on June 6, 1995, or any adjournments thereof. On June 6, 1995
the stockholders of the Company approved the adoption of the Plan.
The Rights Plan could have the effect of discouraging a third party
from making an acquisition proposal for the Company, which could limit the
price investors will pay for our stock in the future or prevent a change in
control.
Pursuant to the terms of the Rights Plan, the Company declared a
dividend distribution of one Right for each outstanding share of common
stock to stockholders of the Company of record at the close of business on
April 20, 1995. Each Right entitles the registered holder to purchase from
the Company one share of common stock at a price of $50.00 per share (the
"Purchase Price"), subject to adjustment. The Purchase Price shall be paid
in cash. The description and the terms of the Rights are set forth in the
Rights Plan.
Initially, the Rights have been attached to all common stock
certificates representing outstanding shares, and no separate Rights
Certificates will be distributed. The Rights will separate from the common
stock and a Distribution Date will occur upon the earlier of (i) 10 days
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 15% or more of the outstanding
shares of common stock (the "Stock Acquisition Date"), or (ii) 10 business
days following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 15% or more of such
outstanding shares of common stock. Until the Distribution Date, (i) the
Rights will be evidenced by common stock certificates and will be
transferred with and only with such common stock certificates, (ii) new
common stock certificates issued after June 6, 1995, will contain a
notation incorporating the Rights Plan by reference and (iii) the surrender
for transfer of any outstanding common stock certificates also will
constitute the transfer of the Rights associated with the common stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 20, 2006, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the common stock as of
the close of business on the Distribution Date and, thereafter, the
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separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the board of directors, only shares of common stock
issued prior to the Distribution Date will be issued with Rights.
A "Triggering Event" occurs whenever any person becomes the beneficial
owner of 15% or more of the then outstanding shares of common stock (except
pursuant to an offer for all outstanding shares of common stock that is
determined by the board of directors to be fair to and otherwise in the
best interests of the Company and its stockholders (a "Qualifying Tender
Offer"). On the occurrence of a Triggering Event, each holder of a Right
will thereafter have the right to receive, on exercise of the Right, a
number of shares of common stock equal to the result obtained by (x)
multiplying the then current Purchase Price by the number of shares of
common stock for which the Right was exercisable immediately prior to the
occurrence of the Triggering Event and (y) dividing that product by 50% of
the market price per share of common stock. However, Rights are not
exercisable following the occurrence of either of the events set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below. Notwithstanding any of the foregoing, following a
Triggering Event, all Rights that are, or (under certain circumstances
specified in the Rights Plan) were beneficially owned by any Acquiring
Person, will be null and void.
For example, assume that a stockholder holds Rights to purchase 100
shares of common stock at the $50 Purchase Price, and further assume that
the common stock had a per share trading price of $20 at the time of an
event set forth in the preceding paragraph. As a result, the holder would
have the right to purchase 500 shares of common stock for the aggregate
purchase price of $5,000, or $10 per share. The 500 share figure is
determined by (x) multiplying the $50 Purchase Price by 100 (representing
the number of shares of common stock the holder was entitled to purchase by
virtue of the Rights), and (y) dividing that product by $10 (or 50% of the
$20 market price of the common stock). The $5,000 aggregate purchase price
for said 500 shares is determined by multiplying the 100 shares of common
stock the holder was initially entitled to purchase by virtue of the Rights
by the $50 Purchase Price per Right.
A Triggering Event also occurs when, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation or (ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights of an Acquiring
Person that previously have been voided as set forth above), resulting in
the same adjustment in the number of shares of common stock to be received
on the exercise of a Right as described above.
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The Purchase Price payable, and the number of shares of the common
stock issuable, upon exercise of the Rights are subject to adjustment from
time to time prevent to dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the common stock,
(ii) if holders of the common stock are granted certain rights or warrants
to subscribe for the common stock or convertible securities at less than
the current market price of the common stock, or (iii) upon the
distribution to holders of the common stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of common stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of
the common stock on the last trading date prior to the date of exercise.
The Company is obligated to maintain sufficient authorized but
unissued shares of common stock for holders to exercise their Rights only
after a Distribution Event occurs. The Company is also permitted, if
sufficient shares of unissued but authorized common stock are not available
to be purchased by holders of Rights, to distribute to the holders, instead
of common stock, cash, other securities of the Company with equivalent
value to the Rights exercised (such as preferred stock), debt instruments,
or reduction in Purchase Price.
At any time until 10 days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of
$.001 per Right, payable in cash or shares of common stock. After the
redemption period has expired, the Company's rights of redemption may be
reinstated if an Acquiring Person reduces his or her beneficial ownership
to 10% or less of the outstanding shares of common stock in a transaction
or series of transactions not involving the Company. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right which the holders of Rights will
thereafter have will be to receive the $.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for the common stock (or other
consideration) of the Company or for common stock of the acquiring company
as set forth.
Any of the provisions of the Rights Plan may be amended by the board
of directors of the Company as long as the Rights are then redeemable
including, without limitation, the 15% threshold (but not, in general,
below 10%) or the purchase price (but not by more than 50%).
The Company covenants in the Rights Plan to file a registration
statement under the Securities Act of 1933 with respect to shares of common
stock purchasable upon exercise of the Rights as soon as a
Section 11(a)(ii) Event occurs, or as soon as required by law, and may
temporarily suspend, for no more than 90 days, the exercisability of the
Rights to permit the registration statement to become effective.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Plan, as it may
be amended form time to time and provided as an exhibit to our reports
filed with the Commission.
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Item 2. Exhibits.
Exhibit
Number Description
_______ ___________
3.1 Certificate of Incorporation, as amended (incorporated by
reference from the Company's Annual Report on Form 10-K, File No.
0-11634, for the year ended December 31, 1999, as filed on March
30, 2000).
3.2 Bylaws, as amended (incorporated by reference from the Company's
Annual Report on Form 10-K, File No. 0-11634, for the year ended
December 29, 2000, as filed on March 29, 2001).
4.1 Form of Certificate for Common Stock, par value $0.01 per share.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
STAAR SURGICAL COMPANY
Date: April 16, 2003 By: /s/ David Bailey
_______________________________________
David Bailey
President and Chief Executive Officer
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