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KERAVISION INC /CA/
Form: 424B1 Filing Date: 8/13/99 |
Series B Preferred Stock
KeraVision's board of directors designated 662,500 shares of preferred stock
as Series B convertible preferred stock. The Series B preferred stock is
entitled to receive preferential quarterly dividends at the rate of seven
percent per annum. These quarterly dividends are payable, at the election of
KeraVision, in either cash or additional shares of Series B preferred stock. No
dividends may be paid to the holders of KeraVision common stock, other than
dividends paid in KeraVision common stock, until all accrued but unpaid
dividends have been paid to the holders of the Series B preferred stock. As of
June 30, 1999, there were accrued dividends in the amount of $297,200,
calculated at a rate of $2.24 per share of Series B preferred stock per annum,
which will be paid in the form of 6,671 additional shares of Series B preferred
stock. The preferential nature of the Series B preferred shares may impair
KeraVision's ability to pay dividends on its common stock in the future.
Each Series B preferred share is convertible at the option of the holder into
four shares of common stock at $8.00 per share. The Series B preferred shares
are convertible at KeraVision's option after June 12, 2000 if the price of its
common stock exceeds $16.00 per share. The conversion rate is subject to
adjustment in the event of circumstances which are described in the certificate
of designation relating to the Series B preferred shares, including:
. if the then-current value of the common stock is below $8.00 per share on
June 12, 2000;
. If KeraVision issues additional stock, with limited exceptions such as
stock issued in connection with employee stock option plans, stock issued
upon the conversion of Series B preferred stock and various financing
transactions, without consideration or for less than the conversion rate
then in effect; or
. if KeraVision executes a stock split.
The rate of conversion of Series B preferred shares to shares of common stock
has no maximum limit. As a result, the conversion of the Series B preferred
shares into common stock may cause the interest of the holders of KeraVision
common stock to be diluted.
The Series B preferred shares are redeemable at the option of the holders
after June 12, 2003 for $32.00 per share plus all accrued and unpaid dividends.
Holders of the Series B shares are entitled to have notice of any authorized
meeting of stockholders. At a meeting of stockholders, holders of the Series B
preferred stock are entitled to vote together with holders of KeraVision common
stock on all matters upon which holders of KeraVision common stock are entitled
to vote. Each share of Series B preferred stock is entitled to one vote for
each share of KeraVision common stock into which a share of Series B preferred
stock is convertible. In addition, so long as there are 300,000 shares of
Series B preferred stock outstanding, the holders of Series B preferred shares
are entitled to elect one member of the KeraVision board.
The holders of Series B preferred stock received registration rights for
shares of our common stock, into which the preferred stock is convertible. A
registration statement on Form S-3 is currently on file with the SEC pursuant
to which the holders of our Series B preferred stock may publicly resell the
shares of our common stock that they will receive at the time they convert
their shares of Series B preferred stock.
Series B redeemable convertible preferred stock, $.001
par value; 662,500 shares authorized; 530,714 shares
issued and outstanding actual and as adjusted.
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Source Site (EDGAR):S-3
Excerpt From
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KERAVISION INC /CA/
Form: S-3 Filing Date: 7/13/98 |
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
On June 12, 1998, the Company issued and sold to, or to entities
affiliated with, Sprout Group, Johnson & Johnson Development
Corporation, GMI/DRI Investment Trust, and Special Situations Fund (the
"Selling Stockholders"), pursuant to the terms of a Series B Convertible
Preferred Stock Purchase Agreement, 562,500 shares of the Company's
Series B Convertible Preferred Stock (the "Series B Shares") at $32.00
per share. The Series B Shares are entitled to receive quarterly
dividends at the rate of seven percent (7%) per annum, payable, at the
election of the Company, in either cash or additional Series B Shares,
as described in the Certificate of Designation of Rights, Preferences
and Privileges of Series B Convertible Preferred Stock (the "Certificate
of Designation"). Each Series B Share is convertible into Common Stock
at $8.00 per share. The Series B Shares are convertible at the
Company's option after two years if the price of the Company's Common
Stock exceeds $16.00 per share. The conversion rate is subject to
adjustment in the event of certain circumstances described in the
Certificate of Designation, including if the then-current value of the
Common Stock is below $8.00 per share on June 12, 2000. The Series B
Shares are redeemable at the option of the holders after five (5) years.
This Prospectus covers 2,565,000 shares of the Company's Common Stock
issuable to the Selling Stockholders upon conversion of the 562,500
Series B Shares issued and sold to the Selling Stockholders on June 12,
1998, and 78,750 Series B Shares that may be issued to the Selling
Stockholders as dividends in the two-year period ending on June 12,
2000.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares in whole or in part,
from time to time on the over-the-counter market at prices and on terms
prevailing at the time of any such sale. Any such sale may be made in
broker's transactions through broker-dealers acting as agents, in
transactions directly with market makers or in privately negotiated
transactions where no broker or other third party (other than the
purchaser) is involved. The Selling Stockholders will pay selling
commissions or brokerage fees, if any, with respect to the sale of the
Shares in amounts customary for the type of transaction effected. Each
Selling Shareholder will also pay all applicable transfer taxes and all
fees and disbursements of counsel for such Selling Shareholder incurred
in connection with the sale of shares.
The Selling Stockholders, and any other persons who participate in
the sale of the Shares, may be deemed to be "Underwriters" as defined in
the Securities Act. Any commissions paid or any discounts or
concessions allowed to any such persons, and any profits received on
resale of the Shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement for a period of (2) years commencing on June 12,
1998, or with respect to any Selling Shareholder, until such time as
Rule 144 of the Securities Act or another similar exemption under the
Securities Act is available for the sale of all such Selling
Shareholder's shares during a three (3) month period without
registration. The Company has certain rights to refuse the sale of
securities pursuant to this Registration Statement to prevent violation
of the federal securities laws. No sales may be made pursuant to this
Prospectus after such date unless the Company amends or supplements this
Prospectus to indicate that it has agreed to extend such period of
effectiveness.
The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities
Act.
SELLING STOCKHOLDERS
The following table sets forth certain information as of July 7, 1998,
as of which date 12,699,908 shares of the Company's Common Stock were issued
and outstanding, with respect to the Selling Stockholders. Information with
respect to beneficial ownership is base upon information contained in filings
made by certain Selling Stockholders with the Securities and Exchange
Commission, and information obtained from the Company's transfer agent and
certain of the Selling Stockholders.
Shares Beneficially Shares of Shares Beneficially
Name of Selling Owned Prior Common Srock Owned After
Stockholders to the Offering(1) Offerred Hereby(1) to the Offering(1)(2)
------------------- --------------------- ------------------ ---------------------
Number Percent Number Percent
---------- ---------- ---------- ----------
The Sprout Group (3) 1,710,000 11.2 1,710,000 0 *
3000 Sand Hill Road
Menlo Park, California
94025
Johnson & Johnson 427,500 2.8 427,500 0 *
Develpoment Corporation
One Johnson & Johnson
Plaza
New Brunswick, New Jersey
08933
GMI/DRI Investment Trust 142,500 * 142,500 0 *
P.O. Box 1113
Minneapolis, Minnesota
55440
Special Situtations Fund(4) 285,000 1.9 285,000 0 *
153 E 53rd Street
New York, New York 10022
__________________________
* Less than 1%
(1) The shares of Common Stock that are set forth in this table
represent the number of shares of Common Stock issuable upon
conversion of the Series B Shares issued and sold to the Selling
Stockholders on June 12, 1998, and Series B Shares that may be
issued to the Selling Stockholders as dividends in the two-year
period ending on June 12, 2000.
(2) Assumes sale of all Shares offered hereby and no other purchases
or sales of the Company's Common Stock. See "Plan of
Distribution."
(3) Includes shares held by DLJ Capital Corporation, DLJ ESC II, L.P.,
Sprout Venture Capital, L.P. and The Sprout CEO Fund, L.P.
Kathleen D La Porte, general partner of the Sprout Group, is a
member of the Company's Board of Directors.
(4) Includes shares held by Special Situations Private Equity Fund,
L.P., Special Situations Fund III, L.P. and Special Situations
Cayman Fund, L.P.
Except as disclosed in footnote (3), no Selling Shareholder has
had any material relationship with the Company or any of its
predecessors or affiliates within the last three years.
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Note: In order to arrive at the number of Series B shares which theThe Sprout Group: 427,500 Johnson & Johnson: 106,875 GMI/DRI Investment Trust: 35,625 Special Situtations Fund: 71,250These figures include "78,750 Series B Shares that may be issued to the Selling
These holdings are equivalent to 2,565,000 shares of the Company's Common Stock.
DSM_LA
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Excerpt From
TYPE: 10-Q
SEQUENCE: 1
DESCRIPTION: FORM 10-Q 9/30/1999
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999
PART II. OTHER INFORMATION
Item 2. Changes in Securities
The Company sold no unregistered securities during the period but did
issue 6,671 additional shares of its Series B Convertible Preferred
Stock to holders of Series B Convertible Preferred Stock as a stock
dividend. These dividend shares were not registered under the
Securities Act of 1933, because their issuance did not constitute a sal
under the Securities Act of 1933. The shares issued have the same co
and other rights as the originally issued shares of Series B Convertib
Preferred Stock.