SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2 TO FORM 8-A FILED ON
AUGUST 14, 2000
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VISX, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 06-1161793
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3400 Central Expressway, Santa Clara, California 95051
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General pursuant to General
Instruction A.(c), please Instruction A. (d), please
check the following box. [X] 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
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Common Stock, $0.01 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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This Form 8-A/A amends and supplements the Form 8-A filed by VISX,
Incorporated (the "Company") on August 14, 2000, as amended by the Form 8-A/A
filed by the Company on May 1, 2001 (together, the "Form 8-A"). Capitalized
terms used without definition herein shall have the meaning set forth in the
Form 8-A.
Item 1. Description of Registrant's Securities to be Registered
Item 1 of the Form 8-A is amended and supplemented by adding the
following:
On May 15, 2003, the Board of Directors of the Company authorized the
amendment to the Rights Agreement, dated as of August 3, 2000, between the
Company and EquiServe Trust Company, N.A., as Successor Rights Agent to Fleet
National Bank, as amended on April 25, 2001 (the "Rights Agreement"). The
amendment provides that the rights issued pursuant to the Rights Agreement be
redeemed if a there is a "Qualifying Tender Offer", provided that (a) such
Qualifying Tender Offer must have been mailed to stockholders at least 120
days prior to the consummation of a purchase, (b) the number of shares validly
tendered and not withdrawn in the Qualifying Tender Offer (other than shares
of common stock held by the offeror and its affiliates) represent at least a
majority of the Company's outstanding shares on a fully diluted basis
(treating all outstanding options as exercised for this purpose), (c) as part
of the Qualifying Tender Offer, the offeror agrees to complete, promptly after
the acceptance of the shares purchased pursuant to the Qualifying Tender
Offer, a merger transaction with the Company in which all shares not tendered
and purchased in the Qualifying Tender Offer would be converted into the right
to receive an amount in cash not less than the price paid or to be paid in the
Qualifying Tender Offer, and (d) at a special meeting called, within 120 days
of the Qualifying Tender Offer commencement date, which meeting shall be held
on a date not more than 180 days after the Qualifying Tender Offer
commencement date, holders of a majority of the shares of common stock
outstanding as of the record date for the special meeting (excluding shares of
common stock held by the offeror or its affiliates) have not voted to keep the
rights outstanding. A "Qualifying Tender Offer" means a tender offer for all
outstanding shares of the Company's common stock by an offeror, commenced and
mailed to the Company's stockholders, which tender offer meets all of the
following requirements: (i) the tender offer must provide for the acquisition
of any and all of the outstanding shares of common stock held by any person
(other than the offeror and its affiliates) solely for cash at the same price
and at a price that is at a premium to the highest closing price for the
twenty (20) trading days prior to the commencement of the tender offer and the
twenty (20) trading days prior to any earlier announcement of an intention to
seek to acquire the Company, (ii) such offer must remain open for at least 120
days following commencement, (iii) the offeror must have retained an
independent, nationally-recognized investment banking firm and received its
written opinion, dated as of the date of the tender offer, stating that the
tender offer price is fair from a financial point of view to the Company's
stockholders (other than the offeror and its affiliates) and a copy of such
written opinion must have been included in the tender offer materials that are
sent to stockholders pursuant to the rules and regulations of the Securities
and Exchange Commission, and (iv) the offeror must have (A) obtained firm
written financing commitments from recognized financing sources and/or have on
hand cash or cash equivalents, which financing and/or cash or cash equivalents
will be available at the time of acceptance for purchase of the shares
pursuant to the tender offer in an amount sufficient to cover the full amount
of all financing necessary to consummate the tender offer and all related
expenses (including amounts necessary to refinance any indebtedness of the
Company or its subsidiaries which will become due upon consummation of a
Qualifying Tender Offer) and (B) set forth a copy of any such financing
commitments in the tender offer materials that are sent to stockholders
pursuant to the rules and regulations of the Securities and Exchange
Commission.
Item 2. Exhibits
1. Rights Agreement, dated as of August 3, 2000, between VISX,
Incorporated and Fleet National Bank, as Rights Agent, including the
form of Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Common Stock as Exhibit B (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form
8-K, filed August 4, 2000)
2. Amendment to the Rights Agreement, dated as of April 25, 2001 between
VISX, Incorporated and Fleet National Bank, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, filed May 1, 2001)
3. Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003
between VISX, Incorporated and EquiServe Trust Company, N.A., as
successor rights agent to Fleet National Bank (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K,
filed May 16, 2003)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
VISX, INCORPORATED
By: /s/ Elizabeth H. Davila
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Elizabeth H. Davila
President and Chief Executive Officer
Dated: May 16, 2003
EXHIBIT INDEX
1. Rights Agreement, dated as of August 3, 2000, between VISX,
Incorporated and Fleet National Bank, as Rights Agent, including the
form of Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Common Stock as Exhibit B (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form
8-K, filed August 4, 2000)
2. Amendment to the Rights Agreement, dated as of April 25, 2001,
between VISX, Incorporated and Fleet National Bank, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, filed May 1, 2001)
3. Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003
between VISX, Incorporated and EquiServe Trust Company, N.A., as
successor rights agent to Fleet National Bank (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K,
filed May 16, 2003)