UNITED STATES
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
September 2, 2009
Date of Report (Date of earliest event reported)
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-30733 | 41-1978822 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
10700 Bren Road West
Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip Code)
Telephone: (952) 930-6000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On September 2, 2009, American Medical Systems Holdings, Inc. announced that it amended the terms of its previously announced exchange offer in which it was offering newly issued 3.75% Convertible Senior Subordinated Notes due 2041 (the “2041 Notes”) in exchange for up to $250 million, and no less than $100 million, of its outstanding 3.25% Convertible Senior Subordinated Notes due 2036 (the “2036 Notes”). The amendments increase the interest rate payable on the 2041 Notes from 3.75% to 4.00% and accordingly extend the date upon with the exchange offer is scheduled to expire to midnight, New York City time, on September 16, 2009 (which is the end of the day on September 16, 2009), unless further extended or earlier terminated by the Company.
All other terms and provisions of the 2041 Notes and the exchange offer will remain the same.
A copy of the press release issued by the Company on September 2, 2009 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits:
| 99.1 | Press release dated September 2, 2009 |
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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 hereunto duly authorized.
| Date: September 2, 2009 | By: | /s/ MARK A. HEGGESTAD | ||||||
Mark A. Heggestad Executive Vice President, Chief Financial Officer | ||||||||
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EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release dated September 2, 2009 | |