SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT TO ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission File No.:
DECEMBER 31, 1995 1-10694
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VISX, INCORPORATED
(Exact name of Registrant as specified in its charter)
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DELAWARE 06-1161793
(State of incorporation) (I.R.S. Employer
Identification No.)
3400 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 733-2020
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
DELAWARE 06-1161793
-------------------------------- --------------------------------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01
PAR VALUE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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. YES / X / 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 this Form 10-K/A or any amendment to
this Form 10-K/A. / X /
The aggregate market value of the Common Stock held by non-affiliates of
the registrant as of March 1, 1996 is approximately $467,731,000. The number of
shares of Common Stock outstanding as of March 1, 1996 was 15,202,369.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on May 17, 1996 are incorporated by reference into Part
III of this report.
EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K for the year ended December 31,
1995 is being filed solely for the purpose of amending Item 14(c) to include the
statement that confidential treatment has been requested for certain portions of
Exhibit 10.28.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following consolidated financial statements of VISX, Incorporated
and its subsidiaries are found in this Annual Report on Form 10-K for
the fiscal year ended December 31, 1995:
FINANCIAL STATEMENTS
PAGE
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . 19
Consolidated Statements of Operations . . . . . . . . . . . . . . 20
Consolidated Statements of Stockholders' Equity . . . . . . . . . 21
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . 22
Notes to Consolidated Financial Statements. . . . . . . . . . . . 23
Report of Independent Public Accountants. . . . . . . . . . . . . 34
2. All schedules have been omitted since the required information is not
applicable or is not present in amounts sufficient to require
submission of the schedule, or because the information required is
included in the Consolidated Financial Statements or notes thereto.
3. The Exhibits filed as a part of this Report are listed in the Index to
Exhibits on pages 36 through 38 of this Report.
(b) REPORTS ON FORM 8-K. None.
(c) EXHIBITS. See Index to Exhibits on pages 36 through 38 of this Report.
(d) FINANCIAL STATEMENT SCHEDULES. None.
35
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.
VISX, Incorporated
a Delaware corporation
Date: May 2, 1996 By: /S/MARK B. LOGAN
--------------------------
Mark B. Logan
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/S/MARK B. LOGAN Chairman of the Board, President, May 2, 1996
- ------------------------- Chief Executive Officer
Mark B. Logan and Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
- -------------------------
Timothy R. Maier
By: /S/MARK B. LOGAN Chief Financial Officer, May 2, 1996
-------------------- Vice President Finance and
Mark B. Logan Administration
Attorney-in-fact
ADDITIONAL DIRECTORS:
- -------------------- Executive Vice President, May 2, 1996
Elizabeth H. Davila Chief Operating Officer, and
By: /S/MARK B. LOGAN Director
--------------------
Mark B. Logan
Attorney-in-fact
- ------------------------- Director May 2, 1996
Glendon E. French
By: /S/MARK B. LOGAN
--------------------
Mark B. Logan
Attorney-in-fact
- ------------------------- Director May 2, 1996
Richard B. Sayford
By: /S/MARK B. LOGAN
--------------------
Mark B. Logan
Attorney-in-fact
36
VISX, Incorporated
INDEX TO EXHIBITS
[ITEM 14(C)]
Exhibit
Number Description Page
- ------ ----------- ----
2.1* Asset Purchase Agreement among the Company, Questek,
Incorporated, and Lambda-Physik, dated February 1, 1993
(PREVIOUSLY FILED AS EXHIBIT 2.2 TO ANNUAL REPORT ON FORM
10-K DATED MARCH 30, 1993).
3.1* Amended and Restated Certificate of Incorporation (PREVIOUSLY
FILED AS EXHIBIT 3.1 TO FORM S-1 REGISTRATION STATEMENT NO.
33-41621) as amended in Registration Statement on Form S-8
(EXHIBIT 4.2, FILE NO. 33-53806)
3.2* Amended and Restated Bylaws as revised through April 25,
1991 (PREVIOUSLY FILED AS EXHIBIT 3.2 TO FORM S-1
REGISTRATION STATEMENT NO. 33-46311) as amended on
September 12, 1994 (EXHIBIT 5.2 TO FORM 8-K DATED SEPTEMBER 8,
1994)
4.1* REFERENCE IS MADE TO EXHIBITS 3.1 AND 3.2
4.2* Specimen Common Stock Certificate (PREVIOUSLY FILED AS
EXHIBIT 4.2 TO ANNUAL REPORT ON FORM 10-K, FILE NO. 1-10694,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1990)
10.1* Amended and Restated Marketing Agreement dated April 21,
1987 among the Company, LRI L. P., Alcon Laboratories, Inc.
and Alcon Pharmaceuticals, Ltd. (PREVIOUSLY FILED AS
EXHIBIT 10(A) TO FORM S-1 REGISTRATION STATEMENT NO. 33-23844)
10.2* Second Amended and Restated Marketing Agreement dated
December 22, 1989 among the Company, Alcon Surgical,
Inc. and Alcon Laboratories, Inc. (PREVIOUSLY FILED AS
EXHIBIT 10(B) TO ANNUAL REPORT ON FORM 10-K, FILE NO.
0-17247, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1989)
10.3* Letter Agreement dated December 11, 1989 among the Company,
L'Esperance Research Incorporated and Alcon Surgical, Inc.
(PREVIOUSLY FILED AS EXHIBIT 10(C) TO ANNUAL REPORT ON
FORM 10-K, FILE NO. 0-17247, FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1989)
10.4* Letter Agreement dated December 22, 1989 among the
Company, Alcon Laboratories, Inc. and Alcon Surgical,
Inc. (PREVIOUSLY FILED AS EXHIBIT 10(D) TO ANNUAL REPORT
ON FORM 10-K, FILE NO. 0-17247, FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1989)
10.5* Letter Agreement dated May 22, 1990 among the Company,
Alcon Surgical, Inc., Alcon Laboratories, Inc. and Alcon
Pharmaceuticals, Ltd. (PREVIOUSLY FILED AS EXHIBIT 10.5
TO ANNUAL REPORT ON FORM 10-K, FILE NO. 1-10694, FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1990)
10.6* Second Amended and Restated Development Agreement dated as
of April 21, 1987 between LRI L. P. and the Company, with
Amendment dated July 28, 1988 (PREVIOUSLY FILED AS EXHIBIT
10(B) TO FORM S-1 REGISTRATION STATEMENT NO. 33-23844)
37
Exhibit
Number Description Page
- ------ ----------- ----
10.7 TO 10.11 SEE BELOW
10.12* Stock Option Plan (PREVIOUSLY FILED AS EXHIBIT 10(E) TO
FORM S-1 REGISTRATION STATEMENT NO. 33-23844)
10.13* 1988 Stock Option Plan (PREVIOUSLY FILED AS EXHIBIT 10.1
TO FORM S-1 REGISTRATION STATEMENT NO. 33-26991)
10.14* Amendment to 1988 Stock Option Plan (PREVIOUSLY FILED AS
EXHIBIT 10.20 TO FORM S-1 REGISTRATION STATEMENT NO. 33-26991)
10.15* 1990 Stock Option Plan (PREVIOUSLY FILED AS EXHIBIT 10.39
TO ANNUAL REPORT ON FORM 10-K, FILE NO. 1-10694, FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1990)
10.16* 1983 Incentive Stock Option Plan (PREVIOUSLY FILED AS EXHIBIT
4.4 TO FORM S-8 REGISTRATION STATEMENT NO. 33-53806)
10.17* Agreement dated as of January 1, 1992, between International
Business Machines Corporation and the Company (PREVIOUSLY FILED
AS EXHIBIT 10.34 TO AMENDMENT NO. 1 TO FORM S-1 REGISTRATION
STATEMENT NO. 33-46311)
10.18* Formation Agreement dated June 3, 1992, among Summit
Technology, Inc., VISX, Incorporated, Summit Partner, Inc.,
and VISX Partner, Inc. (PREVIOUSLY FILED AS EXHIBIT 10.1 TO
FORM 8-K DATED JUNE 3, 1992)
10.19* General Partnership Agreement of Pillar Point Partners
dated June 3, 1992, between VISX Partner, Inc. and Summit
Partner, Inc. (PREVIOUSLY FILED AS EXHIBIT 10.2 TO FORM 8-K
DATED JUNE 3, 1992)
10.20* License-back to VISX Agreement dated June 3, 1992, between
Pillar Point Partners and the Company (PREVIOUSLY FILED AS
EXHIBIT 10.3 TO FORM 8-K DATED JUNE 3, 1992)
10.21* Lease dated July 16, 1992, as amended October 2, 1992,
between the Company and Sobrato Interests, a California
limited partnership (PREVIOUSLY FILED AS EXHIBIT 10.1 TO
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1992)
10.22* 1993 Flexible Stock Incentive Plan (PREVIOUSLY FILED AS
EXHIBIT 10.28 TO ANNUAL REPORT ON FORM 10-K DATED MARCH 30,
1993)
10.23* 1993 Employee Stock Purchase Plan (PREVIOUSLY FILED AS
EXHIBIT 10.29 TO ANNUAL REPORT ON FORM 10-K DATED
MARCH 30, 1993)
10.24* Form of Subscription Agreement (PREVIOUSLY FILED AS
EXHIBIT 10.24 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1994)
10.25* Independent Consultant Services Agreement dated October 20,
1995, among VISX, Donald R. Sanders, M.D. and Centers for
Clinical Research (PREVIOUSLY FILED AS EXHIBIT 10.25 TO
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994)
38
Exhibit
Number Description Page
- ------ ----------- ----
10.26* Complaint filed on September 26, 1994 in the Superior Court
for the County of Santa Clara by CAP Advisers Limited, CAP
Trust, and Osterfak, Ltd. (PREVIOUSLY FILED AS EXHIBIT 5.1
TO FORM 8-K DATED SEPTEMBER 26, 1994)
10.27* Consolidated Amended Class Action Complaint filed on
February 10, 1995 in the United States District Court for the
Northern District of California (PREVIOUSLY FILED AS
EXHIBIT 10.27 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994)
10.28+ Agreement effective as of November 20, 1995, among the Company,
Alcon Laboratories, Inc., and Alcon Pharmaceuticals, Ltd.
(PREVIOUSLY FILED AS EXHIBIT 10.28 TO FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1994)
10.29* Agreement and Stipulation of Settlement filed on November 20,
1995, in the Superior Court for the County of Santa Clara
(PREVIOUSLY FILED AS EXHIBIT 10.29 TO FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995)
10.30* Second Amendment to Lease dated March 8, 1996, between the
Company and Sobrato Interests, a California limited partnership
(PREVIOUSLY FILED AS EXHIBIT 10.29 TO FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995)
21.1* Subsidiaries (PREVIOUSLY FILED AS EXHIBIT 21.1 TO ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994)
23.1* Consent of Independent Public Accountants (PREVIOUSLY FILED AS
EXHIBIT 23.1 TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.7* Employment Agreement dated May 22, 1990 between the Company
and Charles R. Munnerlyn (PREVIOUSLY FILED AS EXHIBIT 10(K) TO
FORM S-4 REGISTRATION STATEMENT NO. 33-35491)
10.8* Amendment to Employment Agreement dated July 21, 1994 between
the Company and Charles R. Munnerlyn (PREVIOUSLY FILED AS
EXHIBIT 10.8 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994)
10.9* Employment Agreement dated May 22, 1990 between the Company
and Alan R. McMillen (PREVIOUSLY FILED AS EXHIBIT 10(L) TO
FORM S-4 REGISTRATION STATEMENT NO. 33-35491)
10.10* Amendment to Employment Agreement dated October 25, 1994
between the Company and Alan R. McMillen (PREVIOUSLY FILED AS
EXHIBIT 10.10 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994)
10.11* Employment Agreement dated May 22, 1990 between the Company
and Terrance N. Clapham (PREVIOUSLY FILED AS EXHIBIT 10(M)
TO FORM S-4 REGISTRATION STATEMENT NO. 33-35491)
- -------------------------------------
* Previously filed
+ Confidential Treatment has been requested for certain portions of this
exhibit.
39