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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(2) Aggregate number of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[VISX Logo]
April 23, 2001
To Our Stockholders:
VISX issued the following release today in response to Carl
Icahn's proposal to acquire the Company.
VISX INVITES ICAHN TO SUBMIT DEFINITIVE ACQUISITION PROPOSAL
Company Remains Skeptical Of Icahn's Intentions
SANTA CLARA, CALIFORNIA, (April 23, 2001) - VISX, INCORPORATED
(NYSE Symbol: EYE) announced today that its advisors have
contacted Carl Icahn and invited Mr. Icahn to present for the
Board's consideration a fully defined offer to acquire the Santa
Clara based company. VISX has agreed to provide Mr. Icahn with
confidential information following execution of a customary
confidentiality agreement with no standstill provision.
VISX stated that it remains skeptical of Mr. Icahn's proposal and
his willingness to provide the necessary funding. "We are
concerned that this proposal may be in fact a ploy to garner votes
for his hand-picked slate of directors, but we intend to treat Mr.
Icahn as we would any other interested party," said Elizabeth
Davila, Chief Executive Officer of VISX.
"We encourage Mr. Icahn to make a proposal with definitive terms
that can be evaluated by VISX's Board of Directors. Only upon the
receipt of a definitive proposal can any responsible board
seriously evaluate and recommend a transaction to stockholders,"
said Ms. Davila. VISX stated that its nominees are best positioned
to provide an independent and objective evaluation of any
definitive proposal ultimately made by Mr. Icahn.
Ms. Davila reiterated that the Board nominees reflected on
management's GOLD proxy card are looking out for the interests of
all stockholders, not just Mr. Icahn.
VISX is the worldwide leader in the development of refractive
laser technology. VISX systems are commercially available in the
United States and markets worldwide.
# # #
We again urge you to vote "FOR" the VISX Board of Directors on the
enclosed GOLD VISX proxy and to DISCARD ANY MATERIALS that you receive from
Mr. Icahn. 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.
On Behalf of the Board of Directors
Sincerely,
/s/ Elizabeth H. Davila /s/ Mark B. Logan
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Elizabeth H. Davila Mark B. Logan
President and Chief Executive Officer 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.
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.
(TO BE SIGNED ON REVERSE SIDE)
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:
Elizabeth H. Davila For [ ] Withheld [ ]
Glendon E. French
John W. Galiardo
Jay T. Holmes
Richard B. Sayford
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INSTRUCTIONS: 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
independent public accountants. For [ ] Against [ ] Abstain [ ]
3. To act upon such other matters as
may properly come before the meeting
or any adjournment or postponement thereof. For [ ] Against [ ] Abstain [ ]
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: ____________________ Title: ____________________
Signature: ____________________ Signature if held jointly: ___________________