NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1999
To the Stockholders:
The Annual Meeting of Stockholders of VISX, Incorporated (the "Company")
will be held on Wednesday, May 12, 1999 at 8:00 a.m., local time, at the
Company's principal executive offices located at 3400 Central Expressway, Santa
Clara, California 95051 for the following purposes:
1. To elect six directors to serve until the next Annual Meeting and until
their successors have been elected and qualified;
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of Common
Stock;
3. To approve an amendment to the Company's 1995 Director Option Plan to
extend the term of the plan (currently scheduled to terminate in June
2000) for an additional five (5)-year period;
4. To approve an amendment to the Company's 1995 Stock Plan to extend the
term of the plan, including the automatic share increase provisions,
(currently scheduled to terminate in December 2000) for an additional
five (5)-year period;
5. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the year ending December 31, 1999; and
6. To act upon such other matters as may properly come before the meeting or
any adjournment or postponement thereof.
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