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 13,
2010
STAAR Surgical
Company
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
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0-11634
(Commission
File Number)
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95-3797439
(I.R.S.
Employer
Identification
No.)
|
| |
|
|
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1911
Walker Ave, Monrovia, California
(Address
of principal executive offices)
|
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91016
(Zip
Code)
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Registrant’s
telephone number, including area code: 626-303-7902
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:
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))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Redemption
of Series A Convertible Preferred Stock
Pursuant
to a call notice issued by STAAR, STAAR will repurchase the 1.7 million
outstanding shares of Series A Convertible Preferred Stock (the “Preferred
Stock”) at a redemption price of $4.00 per share. STAAR’s April 23, 2010 call
notice established May 24, 2010 (the “Redemption Date”) as the date on which
STAAR elected to redeem all unconverted shares of Preferred Stock and May 17,
2010 as the date on which the right of the holders to convert their shares of
Preferred Stock into common stock at a 1:1 ratio expired. The
expiration of the conversion right on May 17, 2010 has resulted in an obligation
of STAAR to repurchase all 1.7 million shares of Preferred Stock at an aggregate
purchase price of $6.8 million on May 24, 2010, or on the soonest subsequent
date when the shares of Preferred Stock are tendered to STAAR.
The
Company originally issued the Preferred Stock on December 29, 2007 (the “Closing
Date”), as part of the purchase price for the remaining 50% of the shares of
Canon Staar Co., Inc. (“Canon Staar”) that had been owned previously by Canon
Inc. and Canon Marketing Japan Inc. (“Canon Marketing” and, collectively with
Canon Inc., the “Canon companies”). In the transaction (the
“Acquisition”), STAAR obtained 100% ownership of Canon Staar, which was renamed
STAAR Japan, Inc. (“STAAR Japan”) as of the acquisition date. Prior
to the Acquisition, Canon Staar was a joint venture owned 50% by STAAR and 50%
by the Canon companies and operating under a Joint Venture Agreement since
1988. In the acquisition STAAR also purchased Canon Marketing’s IOL
distribution business, which had been the exclusive distributor of STAAR and
Canon STAAR products in Japan.
The
rights, preference and privileges of the Preferred Stock are set forth in a
Certificate of Designation that is part of the company’s Certificate of
Incorporation filed with the Delaware Secretary of State. Under the
Certificate of Designation, the Preferred Stock has been convertible into
STAAR’s common stock at a 1:1 ratio at the option of the holders at any
time. STAAR has had the option to call the Preferred Stock at
$4.00 per share since December 29, 2008. The holders would have had
the right to require STAAR to redeem (to buy back) the Preferred Stock at $4.00
per share with 30 days’ notice beginning on December 29, 2010. As a result
of STAAR’s election to redeem the Preferred Stock on May 24, 2010, the holder’s
right to convert, which was never exercised, expired at the close of business on
May 17, 2010 (five business days before the redemption date).
After
completing the redemption STAAR will retire the shares of Preferred
Stock. STAAR will also terminate the reserve that it placed on 1.7
million shares of its common stock to provide for conversion, and those shares
will be returned to STAAR’s pool of authorized and unissued
shares. STAAR has on file an effective registration statement on Form
S-3 that would permit the holders of Preferred Stock to publicly sell any common
stock received on conversion of the Preferred Stock; because the shares will not
be issued STAAR plans to withdraw the registration statement.
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Item
5.07
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Submission
of Matters to a Vote of Security
Holders
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a. The
annual meeting of the stockholders of the Company (the “Annual Meeting”) was
held on May 19, 2010. 34,866,728 shares of common stock were
outstanding on the record date for the Annual Meeting (March 22, 2010) and
entitled to vote at the Annual Meeting.
b. At
the Annual Meeting each of the six nominated candidates for director was
re-elected to serve until the annual meeting of stockholders in 2011 and until
his successor is duly elected and qualified.The vote was as
follows:
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Number
of Shares
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For
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Withheld
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Don
Bailey
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22,335,325 |
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1,018,602 |
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Barry
Caldwell
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22,875,035 |
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478,892 |
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Donald
Duffy
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22,805,013 |
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548,914 |
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Richard
A. Meier
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21,192,435 |
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2,161,492 |
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John
C. Moore
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21,191,755 |
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2,162,172 |
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David
Morrison
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20,677,384 |
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2,676,543 |
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c. At
the Annual Meeting, the stockholders approved a proposal to amend and restate
the STAAR Surgical Company 2003 Omnibus Equity Incentive Plan to extend the term
of the plan to May 18, 2020 and increase the number of shares of the Company’s
common stock reserved for issuance under the plan by two million
shares. The vote was as follows:
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Number
of Shares
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For
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Against
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Abstain
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21,515,782
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1,811,061 |
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27,084 |
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d. Because
brokers did not have discretionary authority to vote on any matter, there were
no broker non-votes at the Annual Meeting.
STAAR has
prepared a revised slide presentation to be used in discussions with investors
and potential investors, which was first used at the Benchmark Company, LLC
One-on-One Investor Conference on Thursday, May 13, 2010. A copy of the slide
presentation is furnished as Exhibit 99.1 to this report, and is incorporated herein by this reference. The material information
included in the slide presentation has been previously made public in other
filings and releases of the Company. The slide presentation includes pro forma
or non-GAAP financial information. The Company incorporates by reference its
previous filings with the Securities and Exchange Commission that provide
related reconciliation information.
The
preliminary results of research on the accommodating properties of the Collamer®
lens material, and any other information about the performance of STAAR’s
products, is provided in the slide presentation for the information of
investors. It does not constitute a claim of therapeutic benefit or
indication for use.
Safe
Harbor
All
statements in this report that are not statements of historical fact are
forward-looking statements, including statements about any of the following:
STAAR’s possible achievement of profitability, projections of earnings; revenue;
sales; cash or any other financial items; the plans, strategies, and objectives
of management for future operations or prospects for achieving such plans;
prospects for any product approval, including approval of the Visian Toric ICL
in the U.S.; the outcome of plans to develop accommodating lenses or other
products; the financial effect of the Domilens divestiture; statements of
belief; and any statements of assumptions underlying any of the
foregoing.
These
statements are based on expectations and assumptions as of the date of this
Report and are subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those described in the forward-looking
statements. The risks and uncertainties include the following: our history of
losses, the negative effect of the global recession on sales of products,
especially products such as the ICL used in non-reimbursed elective procedures;
the challenge of managing our foreign subsidiaries; the risk that sales of our
newly introduced products may not restore profitability to our U.S. IOL product
line; the risk that clinical research into the accommodating power of the
nanoFLEX lens may not confirm early results and we may be unable to add a new
claim to our labeling, the discretion of the FDA and other regulators in
approving new products and the risk that they will not approve our new products,
our ability to overcome negative publicity resulting from warning letters and
other correspondence from the FDA Office of Compliance and to demonstrate to the
agency that its past concerns have been resolved; the willingness of surgeons
and patients to adopt a new product and procedure; and the potential effect of
recent negative publicity about LASIK on the demand for refractive surgery in
general in the U.S. STAAR assumes no obligation to update its forward-looking
statements to reflect future events or actual outcomes and does not intend to do
so.
STAAR's
current data on the accommodating properties of the Collamer material and
comparisons with the performance of other products included in the slide
presentation derive from the reports of individual independent clinicians and
have not been subjected to large scale clinical studies. STAAR's current
nanoFLEX IOL does not currently have an FDA labeling claim for accommodation.
STAAR cannot assure that its further research will support a claim that either
its current Collamer lenses or future designs restore the eye's ability to
accommodate. If clinical research does not support these claims, or supports
only a narrow range of accommodation, STAAR's Collamer accommodation project may
not result in increased sales. New lens designs may require clinical research
studies and applying for the FDA's premarket approval, which are expensive and
could result in delay or denial of approval.
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.
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May 21,
2010
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STAAR Surgical Company
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By:
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/s/Barry
G. Caldwell |
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Barry
G. Caldwell
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President
and Chief Executive Officer
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Exhibit
Index
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Exhibit No.
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Description
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99.1
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Slide
presentation of the Company dated May
2010.
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