SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
VISX, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_|Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
common stock, $.01 par value per share
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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[VISX Letterhead]
March 30, 2001
To Our Stockholders:
In our recent proxy statement, we alerted you to the possibility
that Carl C. Icahn, a New York-based financier, might initiate a proxy
contest at VISX's upcoming Annual Meeting, scheduled for May 4, 2001. It
now appears that this is exactly what Mr. Icahn and certain of his
controlled companies are planning to do.
THE ICAHN GROUP WANTS TO CONTROL VISX'S VALUABLE CORPORATE
FRANCHISE, WITHOUT OFFERING VISX'S STOCKHOLDERS ANYTHING FOR THEIR SHARES.
YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU TO REJECT THE ICAHN GROUP'S
SELF-SERVING ACTIONS AND NOT TO SIGN OR RETURN ANY PROXY CARD YOU MAY
RECEIVE FROM THEM.
The Icahn group offers nothing new. In a strained effort to create
a "platform" on which its hand-picked nominees can seek election, the Icahn
group, tells you that its nominees intend to do three things if elected:
institute a stock repurchase program, review strategic alternatives and
form an executive search committee. Your Board of Directors acted upon each
of these three measures long before they were suggested by Mr. Icahn.
YOUR BOARD OF DIRECTORS HAS ALREADY IMPLEMENTED AN ACTIVE STOCK
REPURCHASE PLAN.
o VISX has repurchased approximately 13 million shares of
its stock since 1997. In the last three months alone,
VISX has repurchased over 4 million shares, or
approximately 7% of the shares outstanding.
o Because our currently authorized 10 million share
repurchase program is nearly completed, we are preparing
to implement a new plan so this process can continue. Our
Board and management are working to determine the
appropriate size for our next repurchase program, which
we expect to announce shortly.
YOUR BOARD OF DIRECTORS HAS ALREADY IMPLEMENTED A REVIEW OF
STRATEGIC ALTERNATIVES.
o Last year VISX announced that it was working with its
outside financial and legal advisers, Goldman Sachs & Co.
and Skadden, Arps, Slate, Meagher & Flom LLP, to assist
VISX in reviewing strategic alternatives, including
possible sale, merger or business combinations, that
would enhance stockholder value. While the process has
not resulted in any specific transactions to date, VISX
remains receptive to opportunities that would enhance
stockholder value and recognize VISX's record of
profitable performance and its global leadership
position.
o The VISX Board continues to actively explore the
possibility of available transactions; however, in the
absence of such a transaction, VISX will continue to
focus aggressively on stimulating growth in laser vision
correction procedures and increasing VISX revenues and
earnings.
IN FEBRUARY 2001, YOUR BOARD OF DIRECTORS EFFECTED A SMOOTH
TRANSITION OF MANAGEMENT AND IT DOES NOT NEED TO FORM A NEW SEARCH
COMMITTEE.
o The VISX Board has had in place a succession plan as
authorized by a Governance Committee of the Board, under
which Elizabeth Davila was selected to succeed Mark Logan
as Chief Executive Officer. This committee of outside
directors retained an executive search consultant, and
its process confirmed the view that Ms. Davila is the
best person for the Company's CEO position.
o Ms. Davila came to VISX five years ago as its Executive
Vice President and Chief Operating Officer. Her
performance at VISX combined with her previous
professional experiences, including eight years in the
field of ophthalmology, made her the best person for the
job in the opinion of the Committee. Ms. Davila's
appointment as VISX's CEO was extremely well received by
our shareholders, analysts, employees and customers, and
there has been a smooth and seamless transition.
o Even the Icahn group admits that while it would form a
search committee, it has no current specific plans to
change the existing management or operations of VISX.
THE ICAHN GROUP HAS PRESENTED NOTHING NEW TO VISX STOCKHOLDERS.
THE VISX BOARD OF DIRECTORS HAS ALREADY CONSIDERED AND ACTED UPON EACH
ELEMENT OF THE ICAHN GROUP'S PLATFORM.
Your Board of Directors unanimously opposes the attempt of the
Icahn group to acquire control of VISX through a proxy contest. Your Board
of Directors is committed to enhancing stockholder value through pursuit of
the Company's business plan, continuing stock repurchases and continuing to
remain open to sale, merger or other business combination transactions that
recognize VISX's value and global leadership position.
DON'T LET CARL ICAHN AND HIS HAND-PICKED NOMINEES TAKE CONTROL OF
YOUR COMPANY. WE URGE YOU NOT TO SIGN ANY PROXY CARD THAT THE ICAHN GROUP
MAY SEND YOU.
Protect and enhance the value of your investment in VISX today. If
you are a registered stockholder, please sign, date and return the enclosed
GOLD proxy card. If you get a white instruction card from your broker, bank
or nominee, please sign and return the instruction card telling them to
execute a GOLD proxy card on your behalf. A postage paid return envelope is
enclosed for your convenience.
IF YOU HAVE ANY QUESTIONS ABOUT VOTING OR NEED OTHER ASSISTANCE,
PLEASE CALL MACKENZIE PARTNERS, INC., THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES, TOLL-FREE AT 800-322-2885 OR COLLECT AT
212-929-5500.
THANK YOU FOR YOUR CONTINUED CONFIDENCE AND SUPPORT AND FOR VOTING
YOUR VISX PROXIES PROMPTLY.
On Behalf of the Board of Directors
Sincerely,
Elizabeth H. Davila Mark B. Logan
President and Chairman of the Board
Chief Executive Officer
VISX Logo
Dear Stockholder:
You are cordially invited to the Annual Meeting of Stockholders to be held
at 8:00 a.m. on Friday, May 4, 2001, at The Embassy Suites Santa
Clara/Silicon Valley, 2885 Lakeside Drive, Santa Clara, California 95054.
Detailed information as to the business to be transacted at the meeting is
contained in the accompanying Notice of Annual Meeting and Proxy Statement.
Regardless of whether you plan to attend the meeting, it is important that
your shares be voted. Accordingly, we ask that you sign and return your
proxy as soon as possible in the envelope provided. If you do plan to
attend the meeting, please mark the appropriate box on the proxy.
Sincerely,
Mark B. Logan
Chairman of the Board
VISX, INCORPORATED
ANNUAL MEETING - MAY 4, 2001
Proxy Solicited on Behalf of Board of Directors
The undersigned hereby appoints Mark B. Logan and Elizabeth H. Davila
as proxies to vote at the Annual Meeting of Stockholders of VISX,
Incorporated (the "Company") to be held on May 4, 2001 at 8:00 a.m. local
time, and at any adjournment or postponement thereof, hereby revoking any
proxies previously given, to vote all shares of Common Stock of the Company
held or owned by the undersigned as directed below, and in their discretion
upon such other matters as may come before the meeting. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH NOMINEE FOR DIRECTOR, FOR PROPOSAL
2 AND AT THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
If any nominee for director is unable or declines to serve as director,
this proxy will be voted for any nominee that the present Board of
Directors designates.
(TO BE SIGNED ON REVERSE SIDE)
SIGN, DATE AND MAIL YOUR PROXY TODAY
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE
UNITED STATES.
YOUR VOTE IS VERY IMPORTANT TO US.
WE RECOMMEND A VOTE "FOR" THE ELECTION OF DIRECTORS AND THE FOLLOWING PROPOSALS
1. To elect the following five Directors:
For Withheld
[ ] [ ]
Elizabeth H. Davila
Glendon E. French
John W. Galiardo
Jay T. Holmes
Richard B. Sayford
[ ]
INSTRUCTION: To withhold authority to vote for any individual Nominee,
write that nominee's name on the space provided above.
2. To ratify the appointment of For Against Abstain
independent public accountants. [ ] [ ] [ ]
3. To act upon such other matters For Against Abstain
as may properly come before [ ] [ ] [ ]
the meeting or any adjournment or
postponement thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name(s) appear on your stock certificate. If
shares are issued in the name of two or more persons, all such persons
should sign the proxy. A proxy executed by a corporation should be signed
in its name by its authorized officers. Executors, administrators, trustees
and partners should indicate their positions when signing.
DATE: SIGNATURE: TITLE:
-------------- --------------------- ---------------------
SIGNATURE (IF HELD JOINTLY):
-------------------------------------
[VISX LOGO]
NEWS RELEASE COMPANY CONTACT:
FOR IMMEDIATE DISTRIBUTION Lola Wood: (877) 463-6847
E-Mail: ir@visx.com
Web: http://www.visx.com
Joele Frank / Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
VISX URGES STOCKHOLDERS TO RE-ELECT VISX DIRECTORS AND
REJECT CARL ICAHN AND HIS NOMINEES
VISX SAYS ICAHN PRESENTS NOTHING NEW
SANTA CLARA, CALIFORNIA, (April, 2, 2001) - VISX, INCORPORATED
(NYSE Symbol: EYE) announced today that it sent the following letter to its
stockholders urging them to sign, date and return VISX's proxy card to
re-elect the five VISX nominees for director:
March 30, 2001
To Our Stockholders:
In our recent proxy statement, we alerted you to the possibility
that Carl C. Icahn, a New York-based financier, might initiate a proxy
contest at VISX's upcoming Annual Meeting, scheduled for May 4, 2001. It
now appears that this is exactly what Mr. Icahn and certain of his
controlled companies are planning to do.
THE ICAHN GROUP WANTS TO CONTROL VISX'S VALUABLE CORPORATE
FRANCHISE, WITHOUT OFFERING VISX'S STOCKHOLDERS ANYTHING FOR THEIR SHARES.
YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU TO REJECT THE ICAHN GROUP'S
SELF-SERVING ACTIONS AND NOT TO SIGN OR RETURN ANY PROXY CARD YOU MAY
RECEIVE FROM THEM.
The Icahn group offers nothing new. In a strained effort to create
a "platform" on which its hand-picked nominees can seek election, the Icahn
group, tells you that its nominees intend to do three things if elected:
institute a stock repurchase program, review strategic alternatives and
form an executive search committee. Your Board of Directors acted upon each
of these three measures long before they were suggested by Mr. Icahn.
YOUR BOARD OF DIRECTORS HAS ALREADY IMPLEMENTED AN ACTIVE STOCK
REPURCHASE PLAN.
o VISX has repurchased approximately 13 million shares of
its stock since 1997. In the last three months alone,
VISX has repurchased over 4 million shares, or
approximately 7% of the shares outstanding.
o Because our currently authorized 10 million share
repurchase program is nearly completed, we are preparing
to implement a new plan so this process can continue. Our
Board and management are working to determine the
appropriate size for our next repurchase program, which
we expect to announce shortly.
YOUR BOARD OF DIRECTORS HAS ALREADY IMPLEMENTED A REVIEW OF
STRATEGIC ALTERNATIVES.
o Last year VISX announced that it was working with its
outside financial and legal advisers, Goldman Sachs & Co.
and Skadden, Arps, Slate, Meagher & Flom LLP, to assist
VISX in reviewing strategic alternatives, including
possible sale, merger or business combinations, that
would enhance stockholder value. While the process has
not resulted in any specific transactions to date, VISX
remains receptive to opportunities that would enhance
stockholder value and recognize VISX's record of
profitable performance and its global leadership
position.
o The VISX Board continues to actively explore the
possibility of available transactions; however, in the
absence of such a transaction, VISX will continue to
focus aggressively on stimulating growth in laser vision
correction procedures and increasing VISX revenues and
earnings.
IN FEBRUARY 2001, YOUR BOARD OF DIRECTORS EFFECTED A SMOOTH
TRANSITION OF MANAGEMENT AND IT DOES NOT NEED TO FORM A NEW SEARCH
COMMITTEE.
o The VISX Board has had in place a succession plan as
authorized by a Governance Committee of the Board, under
which Elizabeth Davila was selected to succeed Mark Logan
as Chief Executive Officer. This committee of outside
directors retained an executive search consultant, and
its process confirmed the view that Ms. Davila is the
best person for the Company's CEO position.
o Ms. Davila came to VISX five years ago as its Executive
Vice President and Chief Operating Officer. Her
performance at VISX combined with her previous
professional experiences, including eight years in the
field of ophthalmology, made her the best person for the
job in the opinion of the Committee. Ms. Davila's
appointment as VISX's CEO was extremely well received by
our shareholders, analysts, employees and customers, and
there has been a smooth and seamless transition.
o Even the Icahn group admits that while it would form a
search committee, it has no current specific plans to
change the existing management or operations of VISX.
THE ICAHN GROUP HAS PRESENTED NOTHING NEW TO VISX STOCKHOLDERS.
THE VISX BOARD OF DIRECTORS HAS ALREADY CONSIDERED AND ACTED UPON EACH
ELEMENT OF THE ICAHN GROUP'S PLATFORM.
Your Board of Directors unanimously opposes the attempt of the
Icahn group to acquire control of VISX through a proxy contest. Your Board
of Directors is committed to enhancing stockholder value through pursuit of
the Company's business plan, continuing stock repurchases and continuing to
remain open to sale, merger or other business combination transactions that
recognize VISX's value and global leadership position.
DON'T LET CARL ICAHN AND HIS HAND-PICKED NOMINEES TAKE CONTROL OF
YOUR COMPANY. WE URGE YOU NOT TO SIGN ANY PROXY CARD THAT THE ICAHN GROUP
MAY SEND YOU.
Protect and enhance the value of your investment in VISX today. If
you are a registered stockholder, please sign, date and return the enclosed
GOLD proxy card. If you get a white instruction card from your broker, bank
or nominee, please sign and return the instruction card telling them to
execute a GOLD proxy card on your behalf. A postage paid return envelope is
enclosed for your convenience.
IF YOU HAVE ANY QUESTIONS ABOUT VOTING OR NEED OTHER ASSISTANCE,
PLEASE CALL MACKENZIE PARTNERS, INC., THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES, TOLL-FREE AT 800-322-2885 OR COLLECT AT
212-929-5500.
THANK YOU FOR YOUR CONTINUED CONFIDENCE AND SUPPORT AND FOR VOTING
YOUR VISX PROXIES PROMPTLY.
On Behalf of the Board of Directors
Sincerely,
/s/ Elizabeth H. Davila /s/ Mark B. Logan
----------------------- -------------------------
Elizabeth H. Davila Mark B. Logan
President and Chairman of the Board
Chief Executive Officer
VISX is the worldwide leader in the development of refractive laser
technology. VISX systems are commercially available in the United States
and markets worldwide.
The foregoing statements are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and actual results could
differ materially. Additional discussion of factors affecting the Company's
business is contained in the Company's most recent filings with the
Securities and Exchange Commission, including VISX's Annual Report and Form
10-K for the year ended December 31, 2000.
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