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
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|_| Soliciting Material Under Rule 14a-12
VISX, INCORPORATED
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VISX ISSUES STATEMENT RESPONDING TO ICAHN PROXY FILING
SANTA CLARA, CALIFORNIA, (April 11, 2003) - VISX, INCORPORATED (NYSE: EYE)
today issued the following statement in response to materials filed yesterday
with the Securities and Exchange Commission by Carl Icahn:
The VISX Board of Directors and management team are taking the right
steps to continue building value for stockholders. VISX is the undisputed
leader in the U.S. laser vision correction industry, and we continue to
deliver a solid operating performance:
o For the third year running, based upon industry data, VISX achieved a
60% share of the U.S. laser vision correction procedures market;
o By closely monitoring our costs, we achieved 20% operating margins in
2002;
o We generated over $40 million in cash from operations in 2002; and
o Over the past year, we repurchased nearly 4 million shares of stock,
and we have repurchased approximately 20 million shares since we
began our program in 1997.
Our commitment to innovation is our commitment to the future. In 2002,
following several years of development, we introduced CustomVueTM, a
laser vision correction procedure that has the potential to improve
vision beyond contacts and glasses. The results we are seeing from
CustomVue in international markets have surpassed our expectations, and
in the U.S., where we are awaiting FDA approval, over half of our
customers are already equipped to perform CustomVue vision correction. We
believe this approval will provide us with an extraordinary opportunity
to gain incremental revenue and profit from VISX procedures and to
reinvigorate demand for laser vision correction.
VISX believes Mr. Icahn's 30-year-old Board nominee, an employee of one
of Mr. Icahn's affiliate companies, lacks the relevant experience to help
the company capitalize on these important opportunities.
In stark contrast, the current Board of Directors is comprised of
seasoned leaders who collectively have decades of experience in the
medical and ophthalmic industry and significant mergers and acquisitions
experience. Moreover,
o Six out of the seven Board directors are independent (VISX's
Chairman, President and CEO is the only management director);
o All seven Board directors have experience serving on public company
boards; and
o Six out of the seven Board directors hold or have held positions as
Chairman, Chief Executive Officer, Chief Financial Officer or Chief
Administrative Officer of a NYSE or NASDAQ listed company.
VISX is a worldwide market leader in the design, manufacture, and sale of
laser vision correction systems. Ophthalmologists have performed over 5
million procedures using VISX Systems, reducing or eliminating completely the
need for contacts or glasses. Additional information on VISX and VISX trained
and certified ophthalmologists can be found on the worldwide web at
www.VISX.com.
(more)
Page 2
Elizabeth H. Davila, Laureen De Buono, Glendon E. French, John W. Galiardo,
Carol F. H. Harner, Ph.D., Jay T. Holmes, Timothy R. Maier, Gary S.
Petersmeyer, Douglas H. Post, John F. Runkel, Jr., Richard B. Sayford, and
certain other persons may be deemed participants in the solicitation of
proxies from the shareholders of VISX, Incorporated ("VISX") in connection
with VISX's 2003 Annual Meeting of Shareholders. Information concerning such
participants is available in the VISX preliminary proxy statement on Schedule
14A (the "Preliminary Proxy Statement") filed by VISX with the Securities and
Exchange Commission (the "SEC") on April 4, 2003.
SHAREHOLDERS OF VISX ARE ADVISED TO READ VISX'S DEFINITIVE PROXY STATEMENT
(THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION WITH VISX'S SOLICITATION OF
PROXIES FROM VISX SHAREHOLDERS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Shareholders of VISX and other interested
parties may obtain, free of charge, copies of the Preliminary Proxy Statement
and the Definitive Proxy Statement (when available) and any other documents
filed by VISX with the SEC, at the SEC's Internet website at www.sec.gov. The
Preliminary Proxy Statement and the Definitive Proxy Statement (when
available) and these other documents may also be obtained free of charge by
contacting MacKenzie Partners, the firm assisting VISX in the solicitation of
proxies, toll free at 1-(800) 322-2285 or collect at 1-(212) 929-5500.
This press release contains certain forward-looking statements based on
current expectations, forecasts, and assumptions of VISX that involve risks
and uncertainties. Forward-looking statements in this release, including
statements respecting the continued development of this technology will lead
to further advances in laser vision correction are based on information
available to the Company as of the date hereof. The Company's actual results
could differ materially from those stated or implied in such forward-looking
statements, due to risks and uncertainties associated with the Company's
business, which include the risk factors disclosed in the Company's most
recent filings with the Securities and Exchange Commission, including VISX's
Annual Report and Form 10K for the year ended December 31, 2002 filed with the
Securities and Exchange Commission. The Company assumes no obligation to
update the information included in this press release, whether as a result of
new information, future events or otherwise.
Contacts:
VISX
Jackie Cossmon
(408) 773-7600
Eden Abrahams / Barrett Godsey
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449