-----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, C2RKGcKF+DPiplG4CYwEUL/xAb4vyjkp6TVW6ixWhAi20l1bqNQTBMhe+zL0XigJ L4l06MrG6MPECPIwmwgeVQ== 0001104659-05-059161.txt : 20051205 0001104659-05-059161.hdr.sgml : 20051205 20051205172447 ACCESSION NUMBER: 0001104659-05-059161 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 590920629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09741 FILM NUMBER: 051245112 BUSINESS ADDRESS: STREET 1: 5540 EKWILL STREET STREET 2: SUITE D CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 BUSINESS PHONE: 8056925400 MAIL ADDRESS: STREET 1: 5540 EKWILL ST CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 590920629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 5540 EKWILL STREET STREET 2: SUITE D CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 BUSINESS PHONE: 8056925400 MAIL ADDRESS: STREET 1: 5540 EKWILL ST CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 425 1 a05-21252_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): December 5, 2005

 

INAMED CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

1-9741

 

59-0920629

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

5540 Ekwill Street
Santa Barbara, California

 

93111-2936

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (805) 683-6761

 

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):

 

ý 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))

 

 


 

Item 3.03   Material Modification to Rights of Security Holders.

 

On December 5, 2005, the Board of Directors (the “Board”) of Inamed Corporation, as permitted by Section 3(a)(ii) of the Amended and Restated Rights Agreement by and between Inamed and U.S. Stock Transfer Corp. dated as of November 16, 1999 and as amended from time to time (the “Rights Plan”), extended the Distribution Date under the Rights Plan as it relates to the tender offer by Banner Acquisition Corp. (“Banner”), a wholly-owned subsidiary of Allergan, Inc.  Capitalized terms not defined in this Form 8-K have the meanings set forth in the Rights Plan.

 

The Board extended the Distribution Date as it relates to Allergan and Banner until December 19, 2005.  The Board did not amend the Rights Plan.  The Allergan tender offer is described in more detail in the Company’s Schedule 14D-9 filed with the United States Securities and Exchange Commission (the “SEC”) on December 5, 2005, and in Allergan’s Schedule TO and Form S-4, both filed with the SEC on November 21, 2005.

 

Item 8.01 – Other Events.

 

The information set forth in Item 3.03 hereof is incorporated by reference into this Item 8.01.

 

On December 5, 2005, the Company filed a Schedule 14D-9 with respect to the tender offer announced by Allergan, Inc. on November 21, 2005. The Schedule 14D-9 is incorporated herein by reference to Exhibit 99.1.

 

Additional Information about the Medicis Merger and the Allergan Tender Offer and Where to Find It

 

In connection with the proposed merger of Medicis and Inamed, on November 16, 2005, Medicis filed definitive materials with the SEC, including a registration statement on Form S-4 that contains a prospectus and a joint proxy statement. In connection with the pending tender offer by Allergan, Allegan filed a Schedule TO and Registration Statement on Form S-4 that contains a prospectus and Inamed filed a Schedule 14D-9. The Allergan Registration Statement on Form S-4 has not yet become effective. INVESTORS AND SECURITY HOLDERS OF INAMED ARE URGED TO READ THE DEFINITIVE VERSIONS OF THE MEDICIS PROSPECTUS AND JOINT PROXY STATEMENT, THE SCHEDULE TO, THE SCHEDULE 14D-9 AND THE PRELIMINARY VERSION OF THE ALLERGAN REGISTRATION STATEMENT AND PROSPECTUS. The definitive versions of these materials and other relevant materials (when they become available), and any other documents filed by Medicis, Inamed or Allergan with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Inamed by directing a written request to: Inamed, 5540 Ekwill Street, Santa Barbara, CA 93111, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus, Schedule TO, Schedule 14D-9 and the other relevant materials when they become available before making any voting or investment decision with respect to the Medicis merger or the Allergan tender offer.

 

Inamed and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Medicis and Inamed in connection with the merger. Information about those executive officers and directors of Inamed and their ownership of Inamed's common stock is set forth in Inamed's Proxy Statement, which was filed with the SEC on November 16, 2005. Investors and security holders may obtain additional information regarding the direct and indirect interests of Inamed and its executive officers and directors in the merger by reading the proxy statement and prospectus regarding the merger.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Item 9.01   Exhibits

 

99.1                           Schedule 14D-9 (incorporated by reference to the Schedule 14D-9 filed on December 5, 2005)

 

 

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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

Date: December 5, 2005

 

 

 

By:

/s/ Joseph A. Newcomb

 

 

 

Joseph A. Newcomb

 

 

Executive Vice President, Secretary and General Counsel

 

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