SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 22, 1999
INAMED CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 59-0929629
(State of Incorporation or Organization) (IRS Employer Identification No.)
001-09741
(Commission File Number)
5540 Ekwill Street - Suite D, Santa Barbara California 93111-2919
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(Address of principal executive offices) (Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On December 22, 1999, the Board of Directors of Inamed Corporation
(the "Company") authorized the amendment of its Amended and Restated Rights
Agreement, dated as of November 16, 1999, resulting in Amendment No. 1 to
Amended and Restated Rights Agreement, between the Company, Appaloosa Management
L.P. and U.S. Stock Transfer Corporation, as Rights Agent ("Rights Agent").
The Board of Directors approved an amendment to the rights plan (i) to
reduce the threshold level of beneficial ownership of the Company's common stock
which triggers the exercisability of the preferred share purchase rights from
15% to 10%, other than for stockholders permitted to report ownership of common
stock of the Company on Schedule 13G of the Securities Exchange Act of 1934,
(ii) to include in the definition of "Associate" of a corporation or
organization a person who beneficially owns 35% or more of any class of equity
securities of a corporation or organization and who is also a director of such
corporation or organization, and (iii) to eliminate a "grandfather clause" from
the definition of "Acquiring Person" that exempted anyone who was an officer or
director of the Company at the time of the adoption of the rights agreement.
This summary description of Amendment No. 1 to Amended and Restated
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to Amendment No. 1 to the Amended and Restated Rights
Agreement the form of 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
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(c) Exhibits:
Exhibit Description
4.1 Form of Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of December 22, 1999, by and between Inamed Corporation,
Appaloosa Management L.P. and U.S. Stock Transfer Corporation, as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INAMED CORPORATION
By: /s/ David E. Bamberger
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Name: David E. Bamberger
Title: Sr. Vice President
Date: December 30, 1999
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EXHIBIT INDEX
Exhibit 4.1 Form of Amendment No. 1 to Amended and Restated Rights
Agreement, dated as of December 22, 1999, by and between
Inamed Corporation, Appaloosa Management L.P. and U.S. Stock
Transfer Corporation, as Rights Agent.