-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KY26xl0bNdsh9Kb2GEZcIive1TZNQdmB4ivBoEqVDVouaNDQYwVLfKhZ56m82NST 8gmp5dof4WqiPaK3hPUu8A== /in/edgar/work/20000605/0000950131-00-003745/0000950131-00-003745.txt : 20000919 0000950131-00-003745.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950131-00-003745 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCULAR SCIENCES INC /DE/ CENTRAL INDEX KEY: 0000882484 STANDARD INDUSTRIAL CLASSIFICATION: [3851 ] IRS NUMBER: 942985696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52699 FILM NUMBER: 649052 BUSINESS ADDRESS: STREET 1: 475 ECCLES AVE CITY: S SAN FRANCISCO STATE: CA ZIP: 94080 MAIL ADDRESS: STREET 1: 475 ECCLES AVE CITY: S SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: O S I CORP DATE OF NAME CHANGE: 19970506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY JESSEN VISIONCARE INC CENTRAL INDEX KEY: 0001027584 STANDARD INDUSTRIAL CLASSIFICATION: [3851 ] IRS NUMBER: 364023739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 BUSINESS PHONE: 8472943000 MAIL ADDRESS: STREET 1: 333 EAST HOWARD AVE CITY: DES PLAINES STATE: IL ZIP: 60018-5903 FORMER COMPANY: FORMER CONFORMED NAME: WESLEY JESSEN HOLDING INC DATE OF NAME CHANGE: 19961126 SC 13D/A 1 0001.txt AMENDMENT NO 1 TO SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)/1/ Ocular Sciences, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 675744106 - -------------------------------------------------------------------------------- (CUSIP Number) Wesley Jessen VisionCare, Inc. 333 East Howard Avenue Des Plaines, IL 60018-5903 (847) 294-3000 Attn: President __________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 30, 2000 ------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. /1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 675744106 Page 2 of 8 ----------------- Pages - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Wesley Jessen VisionCare, Inc. 36-4023739 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 0 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ * SEE INSTRUCTIONS BEFORE FILLINT OUT! Item 1. Security and Issuer. The class of equity security to which this Statement relates is the common stock, par value $0.001 per share (the "Common Stock") of Ocular Sciences, Inc., a Delaware corporation ( "OSI"). The name and address of the principal executive offices of OSI are Ocular Sciences, Inc., 475 Eccles Avenue, South San Francisco, California 94080. Item 2. Identity and Background. This Statement is being filed by Wesley Jessen VisionCare, Inc. ("WJ"), a Delaware corporation. WJ is the leading worldwide developer, manufacturer and marketer of specially soft contact lenses. WJ's products include cosmetic lenses, which change or enhance the wearer's eye color appearance; toric lenses, which correct vision for people with astigmatism; and premium lenses, which offer value-added features, such as improved comfort for dry eyes and protection from ultraviolet light. The address of the principal business and office of WJ is 333 East Howard Avenue, Des Plaines, Illinois 60018-5903. WJ is sometimes referred to herein as the "Reporting Person." Attached as Schedule A to this Statement is information concerning the Reporting Person to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. During the last five years, neither the Reporting Person or the persons identified on Schedule A attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither of the Reporting Person or the persons identified on Schedule A attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. On March 19, 2000, OSI, WJ and OSI Acquisition Corp. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Merger Sub with and into OSI. In connection therewith, WJ entered into a Stock Option Agreement with OSI (the "OSI Stock Option Agreement"). Pursuant to the OSI Stock Option Agreement, OSI granted to WJ an irrevocable option to purchase 4,577,830 shares of its Common Stock (subject to adjustment) at a purchase price of $16.94 per share (subject to adjustment). In addition, OSI, John D. Fruth (the "Stockholder") and WJ entered into a Stockholders Agreement, dated as of March 19, 2000 (the "Stockholders Agreement") pursuant to which the Stockholder agreed to vote, and granted WJ an irrevocable proxy to vote, his shares of Common Stock owned as of March 19, 2000 and any shares acquired thereafter in favor of the Merger, the Merger Agreement and all other transactions contemplated in the Merger Agreement. WJ entered into the OSI Stock Option Agreement and the Stockholders Agreement to facilitate the transactions contemplated by the Merger Agreement. On May 30, 2000, OSI, WJ and Merger Sub entered into a Termination Agreement pursuant to which the Merger Agreement, the OSI Stock Option Agreement, the Stockholders Agreement and all of the other agreements related to the transactions contemplated by the Merger Agreement were Paage 3 of 8 Pages terminated. In connection therewith, WJ paid OSI termination fees of $20.0 million pursuant to Section 7.2(b)(i) of the Merger Agreement and $5.0 million pursuant to Section 7 of the WJ Stock Option Agreement (as defined in the Merger Agreement). Immediately thereafter, WJ entered into an Agreement and Plan of Merger with Novartis AG and its wholly owned subsidiary, WJ Acquisition Corp. ("Purchaser"), whereby Purchaser agreed, subject to the terms and conditions stated therein, to acquire through a tender offer all of the the outstanding shares of common stock of WJ for $38.50 per share in cash. Other than as described in this Statement, none of the Reporting Persons or the persons identified on Schedule A attached hereto presently has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. As of May 30, 2000, the Reporting Person does not own and is not the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of any shares of Common Stock. Item 6. Contracts, Arrangements, Understandings of Relationships With Respect to Securities of the Issuer. Except as otherwise set forth in this Statement (and the agreements referenced herein), to the best knowledge of the Reporting Person, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of OSI, including but not limited to transfer or voting of any of the securities of OSI, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of OSI. Item 7. Material to be filed as Exhibits. Exhibit A -- Termination Agreement, dated as of May 30, 2000, by and among Wesley Jessen VisionCare, Inc., OSI Acquisition Corp. and Ocular Sciences, Inc. Page 4 of 8 Pages SIGNATURES ---------- After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: June 5, 2000 WESLEY JESSEN VISIONCARE, INC. By: /s/ Edward J. Kelley ------------------------------- Name: Edward J. Kelley Its: Chief Financial Officer Paage 5 of 8 Pages SCHEDULE A The names and titles of the executive officers and the names of the directors of Wesley Jessen VisionCare, Inc. ("WJ") and their business address and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of WJ. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to WJ and each individual is a United States citizen.
Executive Officers Position; Present Principal Occupation - ------------------------------------------------------------------------------ Kevin J. Ryan Chairman, President and Chief Executive Officer - ------------------------------------------------------------------------------- Edward J. Kelley Vice President-Finance and Chief Financial Officer - ------------------------------------------------------------------------------- Raleigh S. Althisar, Jr. Vice President-Worldwide Manufacturing - ------------------------------------------------------------------------------- Ronald J. Artale Vice President and Controller - ------------------------------------------------------------------------------- Lawrence L. Chapoy Vice President-Research & Development - ------------------------------------------------------------------------------- William M. Flynn Vice President-Pan Asia - ------------------------------------------------------------------------------- Joseph F. Foos Vice President-Scientific Affairs - ------------------------------------------------------------------------------- George H. McCrary Vice President-Americas - ------------------------------------------------------------------------------- Daniel M. Roussel (citizen of France) Vice President-Europe - ------------------------------------------------------------------------------- Thomas F. Steiner President-Marketing - -------------------------------------------------------------------------------
Directors Position; Present Principal Occupation - ------------------------------------------------------------------------------- Michael A. D'Amato Executive Vice President of The The Advisory Board Company Advisory Board Company (an advisory The Watergate firm with practices in financial 600 New Hampshire Avenue, NW services and health care and a Washington, D.C. 20037 for-profit membership association) - ------------------------------------------------------------------------------- Edward J. Kelley Listed above - ------------------------------------------------------------------------------- Adam W. Kirsch Chief Executive Officer of Net Net Ventures, LLC Ventures, LLC (private investment 2 Canal Park fund focusing on Internet-related Cambridge, Massachusetts 02141 companies) - ------------------------------------------------------------------------------- Sol Levine Retired. Former President of Revlon, 4 East 72nd Street Inc. New York, New York 10021 - -------------------------------------------------------------------------------
Page 6 of 8 Pages
Directors Position; Present Principal Occupation - ------------------------------------------------------------------------------- John W. Maki Managing Director of Audax Management Audax Management Company, LLC Company, LLC (money management 101 Huntington Avenue investment business) Boston, Massachusetts 02199 - ------------------------------------------------------------------------------- John J. O'Malley Managing Director of Audax Management Audax Management Company, LLC Company, LLC (money management 101 Huntington Avenue investment business) Boston, Massachusetts 02199 - ------------------------------------------------------------------------------- Stephen G. Pagliuca Managing Director of Bain Capital, Inc. Bain Capital, Inc. (private equity investment firm) 2 Copley Place Boston, Massachusetts 02116 - ------------------------------------------------------------------------------- Kevin J. Ryan Listed above - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Page 7 of 8 Pages EXHIBIT INDEX
Exhibit No. Exhibit Name - ----------- ------------------------------------------------------------- A Termination Agreement, dated as of May 30, 2000, by and among Wesley Jessen VisionCare, Inc., OSI Acquisition Corp. and Ocular Sciences, Inc.
Page 8 of 8 Pages EX-99.1 2 0002.txt TERMINATION AGREEMENT, DATED AS OF MAY 30, 2000 EXHIBIT A --------- TERMINATION AGREEMENT, dated as of May 30, 2000 (this "Agreement"), among Wesley Jessen VisionCare, Inc., a Delaware corporation ("WJ"), OSI Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of WJ ("Merger Sub"), and Ocular Sciences, Inc., a Delaware corporation ("OSI"). Each of WJ, Merger Sub and OSI is a "Party" and, together, are the "Par ties." W I T N E S S E T H: WHEREAS, WJ, Merger Sub and OSI entered into that certain Agreement and Plan of Merger (the "Ocular Merger Agreement"), dated as of March 19, 2000, among WJ, Merger Sub and OSI; WHEREAS, the WJ Board of Directors has determined that an acquisition proposal is a Superior Proposal (as defined in the Ocular Merger Agreement) and has determined that termination of the Ocular Merger Agreement is necessary for the WJ Board of Directors to comply with its fiduciary duties to WJ's stockholders under applicable law; WHEREAS, WJ, Merger Sub and OSI desire to terminate the Ocular Merger Agreement, the WJ Stock Option Agreement and the OSI Stock Option Agreement (each as defined in the Ocular Merger Agreement and collectively, the "Stock Option Agreements") and any other agreements related to the transactions contemplated by the Ocular Merger Agreement other than the Confidentiality Letter (as defined in the Ocular Merger Agreement) (such agreements, collectively, the "Ocular Transaction Agreements"); WHEREAS, contemporaneously with the execution and delivery of this Agreement, WJ is paying to OSI a fee of $25,000,000 (the "Ocular Fee") in connection with the termination of the Ocular Merger Agreement, the WJ Stock Option Agreement and the other Ocular Transaction Agreements; NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the Parties hereto agree as follows: 1. Termination. The Parties hereby terminate each of the Ocular Transaction Agreements, including the Ocular Merger Agreement and the WJ Stock Option Agreement, pursuant to Section 7.1(h) of the Ocular Merger Agreement, and WJ hereby elects to repurchase the option granted to OSI pursuant to the WJ Stock Option Agreement, pursuant to Section 7(b) of the WJ Stock Option Agreement. 2. Payment. Simultaneously herewith, WJ shall, pursuant to Section 7.2(b)(i) of the Merger Agreement, pay $20,000,000 to OSI by wire transfer of immediately available funds to an account designated by OSI. In addition, simultaneously herewith, WJ shall, pursuant to Section 7 of the WJ Stock Option Agreement, pay $5,000,000 to OSI by wire transfer of immediately available funds to an account designated by OSI. 3. Representations and Warranties of the Parties. Each Party hereby represents and warrants to each other Party, as to itself, as follows: a. Corporate Authorization. The Party has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Party of this Agreement and the consummation by the Party of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Party. This Agreement has been duly executed and delivered by the Party and constitutes a valid and binding agreement of the Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). b. Non-Contravention. The execution, delivery and performance by the Party of this Agreement and the consummation by the Party of the transactions contemplated hereby do not and will not contravene or conflict with the certificate of incorporation or bylaws of the Party. 4. Fees and Expenses. All fees and expenses incurred in connection with the Ocular Transaction Agreements and the termination thereof shall be paid by the Party incurring such expenses. 2 5. Public Announcements. Neither WJ nor OSI shall issue any press release or otherwise make any public statement or disclosure concerning the existence of this Agreement or the termination of the Ocular Transaction Agreements until May 30, 2000. 6. Waivers. Each of the Parties hereby waives any notice or similar provisions related to the termination of Ocular Transaction Agreements. 7. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. 8. Entire Agreement; No Third Party Beneficiaries. a. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. b. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or im plied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 9. Governing Law. This Agreement shall be governed and construed in accor dance with the laws of the State of Delaware (without giving effect to choice of law principles thereof). 10. Further Assurances. The Parties hereby agree to execute and deliver all other documents and instruments and take all other action that may be reasonably necessary in order to consummate the transactions provided for in this Agreement. 3 IN WITNESS WHEREOF, WJ, Merger Sub and OSI have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. WESLEY JESSEN VISIONCARE, INC. By: /s/ Kevin J. Ryan ---------------------------------- Name: Kevin J. Ryan Title: President, Chief Executive Officer and Chairman OSI ACQUISITION CORP. By: /s/ Edward J. Kelley ---------------------------------- Name: Edward J. Kelley Title: Chief Financial Officer OCULAR SCIENCES, INC. By: /s/ John D. Fruth ---------------------------------- Name: John D. Fruth Title: Chairman 4 -----END PRIVACY-ENHANCED MESSAGE-----