- Current report filing (8-K)
27 Mai 2011 - 12:01PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported)
May 26, 2011
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
000 30733
|
|
41-1978822
|
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
incorporation)
|
|
|
|
Identification Number)
|
|
|
|
10700 Bren Road West
|
|
|
Minnetonka, Minnesota
|
|
55343
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(952) 930-6000
(Registrants telephone number, including area code)
Not applicable.
(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 (see General
Instruction A.2. below):
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
Item 8.01. Other Events
On May 26, 2011, in connection with the pending merger (the Merger) of NIKA Merger Sub, Inc.
(Merger Sub), a Delaware corporation and an indirect wholly owned subsidiary of Endo
Pharmaceuticals Holdings Inc. (Endo), a Delaware corporation, with and into American Medical
Systems Holdings, Inc. (AMS), a Delaware corporation, pursuant to the Agreement and Plan of
Merger, dated as of April 10, 2011 (the Merger Agreement), among AMS, Endo and Merger Sub, AMS
delivered a notice, attached hereto as Exhibit 99.1, to the holders of its 3
1
/
4
% Convertible Senior
Subordinated Notes due 2036 (CUSIP No. 02744MAA6), governed by the Indenture, dated as of June 27,
2006 (the 2036 Original Indenture), between AMS, the Notes Guarantors (as defined in the 2036 Indenture)
and U.S. Bank National Association, as trustee (the
Trustee), as amended by the First Supplemental Indenture
thereto, dated as of September 6, 2006, between Laserscope and the Trustee (the 2036
Original Indenture as so amended, the 2036 Indenture), that an anticipated Designated Event (as defined in
the 2036 Indenture) would occur upon the completion of the Merger. A press release announcing the
notice and the anticipated Designated Event under the 2036 Indenture is attached hereto as Exhibit
99.2.
On May 26, 2011, in connection with the Merger, AMS delivered a notice, attached hereto as
Exhibit 99.3, to the holders of its 4.00% Convertible Senior Subordinated Notes due 2041 (CUSIP No.
02744MAB4), governed by the Indenture, dated as of September 21, 2009 (the 2041 Indenture),
between AMS, the Subsidiary Guarantors (as defined in the 2041
Indenture) and the Trustee, of the expected effective date of the Merger and that AMS expects its
stockholders will be entitled to exchange their shares of common stock of AMS for $30.00 per share
upon completion of the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
|
|
Exhibit No.
|
|
Exhibit
|
|
|
|
99.1
|
|
Notice of Anticipated Designated Event Effective Date and Convertibility of the Notes, dated
May 26, 2011.
|
|
|
|
99.2
|
|
Press Release dated May 26, 2011.
|
|
|
|
99.3
|
|
Notice of Anticipated Merger Effective Date, dated May 26, 2011.
|
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.
|
|
|
|
|
|
|
Date: May 26, 2011
|
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark A. Heggestad
Mark A. Heggestad
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Notice of Anticipated Designated Event Effective Date and Convertibility of the Notes, dated
May 26, 2011.
|
|
|
|
99.2
|
|
Press Release dated May 26, 2011.
|
|
|
|
99.3
|
|
Notice of Anticipated Merger Effective Date, dated May 26, 2011.
|
American Medical Systems (NASDAQ:AMMD)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
American Medical Systems (NASDAQ:AMMD)
Historical Stock Chart
Von Jun 2023 bis Jun 2024