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):
January 12, 2005 (January 7, 2005)
ADVANCED MEDICAL OPTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 01-31257 33-0986820
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1700 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 247-8200
Not applicable
(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):
[ ] 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 January 7, 2005, Advanced Medical Optics, Inc. (the "Company") and
certain of its subsidiaries, as guarantors thereunder, entered into an
amendment to the Company's existing senior credit facility (the "Amendment").
Among other things, the Amendment:
o reduces by 0.25% the interest rate margins applicable to the
revolving and term credit facilities and the quarterly fees on the
average balance of outstanding letters of credit,
o provides for increases by $100.0 million in the revolving loan
commitments and an additional $100.0 million in term loan
commitments, which amounts will be available to the Company to
finance in part the Company's previously announced acquisition of
VISX, Incorporated ("VISX"), subject to satisfaction of certain
conditions,
o effective upon consummation of the VISX acquisition, provides for
amendments to some of the financial covenants (including decreases
in the permitted maximum consolidated total leverage ratio and
increases in the amount of capital expenditures permitted in fiscal
year 2006 and thereafter), and other amendments related to the VISX
acquisition, and
o provides for certain other amendments.
The maturity of the senior credit facility remains unchanged at June 25, 2009.
The foregoing summary is qualified in its entirety by reference to the
Amendment, a copy of which is filed as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit
99.1 First Ammendment, dated as of January 7, 2005, to the Second
Amended and Restated Credit Agreement, by and among Advanced
Medical Optics, Inc., the guarantors party thereto, Morgan
Stanley Senior Funding, Inc., as syndication agent, Bank of
America, N.A., as administrative agent, and the lenders party
thereto.
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.
ADVANCED MEDICAL OPTICS, INC.
(Registrant)
By: /s/ Aimee S. Weisner
Date: January 12, 2005 ----------------------------
Aimee S. Weisner
Corporate Vice President,
General Counsel and Secretary