Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

March 17, 2005

 

 

VISX, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-10694   06-1161793

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

3400 Central Expressway

Santa Clara, CA 95051-0703

(Address of principal executive offices, including zip code)

 

(408) 733-2020

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01. Entry into a Material Definitive Agreement

 

On March 17, 2005, Advanced Medical Optics, Inc. (“AMO”), Vault Merger Corporation, a wholly owned subsidiary of AMO, and VISX, Incorporated (“VISX”) entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of November 9, 2004, by and among AMO, Vault Merger Corporation and VISX, to clarify Section 6.10(f) of the Agreement and to provide that the current VISX directors will remain as the directors of the surviving corporation upon completion of the merger.

 

A copy of the Amendment is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits.

 

The following exhibit is filed herewith:

 

Exhibit No.
  

Description

2.1   Amendment No. 2, dated as of March 17, 2005, by and among Advanced Medical Optics, Inc. (“AMO”), Vault Merger Corporation, and VISX, Incorporated (“VISX”), to the Agreement and Plan of Merger, dated as of November 9, 2004, by and among AMO, Vault Merger Corporation and VISX.

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.

 

    VISX, INCORPORATED
Date: March 22, 2005   By:  

/S/ JOHN F. RUNKEL, JR.

       

John F. Runkel, Jr.

Senior Vice President of Business Development,

General Counsel

EXHIBIT INDEX

 

Exhibit No.
  

Description

2.1   Amendment No. 2, dated as of March 17, 2005, by and among Advanced Medical Optics, Inc. (“AMO”), Vault Merger Corporation, and VISX, Incorporated (“VISX”), to the Agreement and Plan of Merger, dated as of November 9, 2004, by and among AMO, Vault Merger Corporation and VISX.