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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
Date of Report (Date of earliest event reported): November 16, 1999
Inamed Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 001-09741 59-0920629
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
5540 Ekwill Street - Suite D, Santa Barbara, California 93111-2919
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (805) 692-5400
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 16, 1999, Inamed Corporation (the "Company") and U.S. Stock
Transfer Corporation, as Rights Agent (the "Rights Agent") enter into an Amended
and Restated Rights Agreement (the "Amended and Restated Rights Agreement")
between the Company and the Rights Agent. The Amended and Restated Rights
Agreement provides for the substitution of one one-thousandth of a share of
Series A Junior Participating Preferred Stock (the "Preferred Stock") for each
share of common stock issuable upon the exercise of rights. Each one
one-thousandth of a share of the Preferred Stock is designed to have a value
approximately equal to, and rights similar to, one share of common stock.
This summary description of the Amended and Restated Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Amended and Restated Rights Agreement which is attached hereto as Exhibit
4.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Exhibit Description
4.1 Amended and Restated Rights Agreement, dated as of November
16, 1999, between Inamed Corporation and U.S. Stock Transfer
Corporation, as Rights Agent.
10.1 Employment Agreement, dated January 23, 1998, by and between
Richard G. Babbitt and Inamed Corporation and other related
agreements.
10.2 Employment Agreement, dated January 22, 1998, by and between
Ilan K. Reich and Inamed Corporation and other related
agreements.
10.3 Form of Warrant for Senior Executive Officers.
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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.
INAMED CORPORATION
Date: November 19, 1999 By: /s/ Ilan K. Reich
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Name: Ilan K. Reich
Title: President
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EXHIBIT INDEX
The following exhibits are filed herewith.
Exhibit Description
4.1 Amended and Restated Rights Agreement, dated as of November
16, 1999, between Inamed Corporation and U.S. Stock Transfer
Corporation, as Rights Agent.
10.1 Employment Agreement, dated January 23, 1998, by and between
Richard G. Babbitt and Inamed Corporation and other related
agreements.
10.2 Employment Agreement, dated January 22, 1998, by and between
Ilan K. Reich and Inamed Corporation and other related
agreements.
10.3 Form of Warrant for Senior Executive Officers.
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