Current Report on Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 1998
INAMED CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9741 59-0920629
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89109
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Address of principal executive offices
Registrant's telephone number, including area code: 702/791-3388
N/A
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(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS.
INAMED Corporation, a Florida corporation, held a special meeting of
shareholders on December 21, 1998. At such meeting, each of the proposals to be
acted upon at such meeting were approved as follows: (i) each of the nominees
for director were duly elected to serve as Director until the 1999 Annual
Meeting of Shareholders of the Company, and until their successors shall be duly
elected and qualified; (ii) the change of the Company's State of Incorporation
from Florida to Delaware by means of a merger of the Company with and into a
wholly-owned subsidiary was approved; (iii) the increase in the number of
authorized shares of common stock of the Company from 20,000,000 to 25,000,000
was approved; (iv) the authorization of the issuance of up to 1,000,000 shares
of Preferred Stock was approved; (v) the revised Bylaws were approved; (vi) the
provision in the Company's Certificate of Incorporation and Bylaws requiring
advance notice of shareholder proposals and nominations for the election of
directors was approved; and (vii) the Company's 1998 Stock Option Plan was
approved.
On December 28, 1998, the Company reincorporated in the State of
Delaware through the merger of the Company with and into its wholly-owned
Delaware subsidiary. A copy of the Agreement and Plan of Merger is attached
hereto as Exhibit 2.1. Shareholders are not required to take any action in
connection with the reincorporation. Each share of common stock of INAMED
Corporation, a Florida corporation, upon consummation of the above-described
merger, was changed and converted into one share of common stock of INAMED
Corporation, a Delaware corporation, without any action on the part of the
holder thereof.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of December
22, 1998 by and between INAMED Corporation and
INAMED Corporation (Delaware).
SIGNATURE
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.
INAMED CORPORATION
Dated: December 28, 1998 By: /S/ Richard G. Babbitt
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Name: Richard G. Babbitt
Title: Chairman, Chief Executive
Officer and President
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of December
22, 1998 by and between INAMED Corporation and
INAMED Corporation (Delaware).