**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

** **

**ANNUAL REPORT PURSUANT TO SECTION13 OR 15 (d)**

**OF**

**THE SECURITIES EXCHANGE ACT OF1934**

** **

**For thefiscal year ended December 31, 2004**

** **

**Commission file number 1-9741**

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** **

**INAMED CORPORATION**

(Exactname of registrant as specified in its charter)

 

| **Delaware**                              | ** ** | **59-0920629**      |
|-------------------------------------------|------------|---------------------|
| (State or other  jurisdiction             |       | (I.R.S. Employer    |
| of incorporation or  organization)        |       | Identification No.) |
|                                      |       |                |
| **5540  Ekwill Street**                   | ** ** | ** **          |
| **Santa  Barbara, California**            | ** ** | **93111-2936**      |
| (Address of principal  executive offices) |       | (Zip Code)          |

Registrant’s telephonenumber, including area code: **(805) 683-6761**

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Securities registeredpursuant to Section 12(b) of the Act:

**None**

Securities registeredpursuant to Section 12(g) of the Act:

**Common Stock, par value $0.01 pershare**

**PreferredStock Purchase Rights**

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ý  No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form10-K/A or any amendment to this Form 10-K/A. ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý  No o

 

The aggregate market value of voting stock held bynon-affiliates as of June 30, 2004 was $2,232.4 million, based on the closingsales price on the NASDAQ National Market on that date.

 

On April 1, 2005, there were 36,140,710 shares of theregistrant’s common stock outstanding.

 

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**EXPLANATORY NOTE**

The undersignedregistrant hereby amends entirely Part III, and Sections (a)(3) and (b) containedin Item 15 of Part IV of its Annual Report for the fiscal year ended December31, 2004 on Form 10-K as set forth in the pages attached hereto.

This Form 10-K/Adoes not reflect events occurring after the filing of the original AnnualReport on 10-K and, other than the amendments described above, does not modifyor update the disclosures in the original Annual Report on Form 10-K in anyway.

**PART III**

**ITEM 10.****               DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

The following table setsforth certain information with respect to age (as of April 1, 2005) andposition of each of Inamed’s directors, together with a brief account of theirbusiness experience: 
| **Name**                          | ** ** | **Position**                                    | ** ** | **Age** |
|-----------------------------------|------------|-------------------------------------------------|------------|---------|
| Nicholas L. Teti                  |       | Chairman, President and Chief Executive Officer |       | 52      |
| Joy A. Amundson(2)(3)             |       | Director                                        |       | 50      |
| James E. Bolin(1)(2)              |       | Director                                        |       | 46      |
| Malcolm R. Currie, Ph.D.(1)(3)    |       | Director                                        |       | 78      |
| John C. Miles II(2)               |       | Director                                        |       | 63      |
| Mitchell S. Rosenthal, M.D.(2)(3) |       | Director                                        |       | 69      |
| Terry E. Vandewarker(1)           |       | Director                                        |       | 53      |

 

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(1)           Member of Audit Committee.

(2)           Member of Compensation Committee.

(3)           Member of Nominating Committee.
| **Nicholas L. Teti** | ** ** | **Director  since 2001** |
|----------------------|------------|--------------------------|
| ** **           | ** ** | ** **               |

Mr. Teti has served asPresident, Chief Executive Officer and a director of Inamed since August 1,2001. He was elected Chairman of the Board of Directors on July 23, 2002. Hehas over 25 years of management, operations and marketing experience in thepharmaceuticals industry. From January 1997 until December 2000, Mr. Teti wasPresident, Chief Executive Officer and Chief Operating Officer of DuPontPharmaceuticals Company, a company with $1.6 billion in sales in 1999. He spent25 years at DuPont and DuPont Merck, which included a number of seniormanagement positions. Several of these assignments were in leadership roles ofDuPont’s global pharmaceuticals business units. From January 2001 until July2001, he was President and Director of Yamanouchi USA, Inc., a division ofYamanouchi Pharmaceuticals Co., where he was responsible for establishing itsU.S. business. Mr. Teti holds an M.B.A. in Health Care Administration and aB.A. in Economics from St. Joseph’s University.
| **Joy A. Amundson** | ** ** | **Director  since 2003** |
|---------------------|------------|--------------------------|
| ** **          | ** ** | ** **               |

                Ms. Amundson has served as a director ofInamed Corporation since July 11, 2003. Since August 2004 she has served asCorporate Vice President of Baxter International Inc. and President of itsBioScience business, a global market leader in recombinant and plasma-basedspecialty therapeutics and treatments. Ms. Amundson also is currently aprincipal in Amundson Partners, Inc., a healthcare consulting practice. From1995 to October 2001, she was a Senior Vice President of Abbott Laboratories, adiversified health care products and services company, where she was involvedwith the company’s financial planning and capital authorizations, strategic andlong-range

 

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planning and investment strategies. Prior to that position, she held anumber of management positions after joining Abbott Laboratories in 1982. Priorto Abbott, she was a brand manager at Procter and Gamble. Ms. Amundson is adirector of Advocate Lutheran General Hospital. She has a Bachelor of Artsdegree in Journalism and Advertising from the University of Wisconsin-Madisonand a Master’s degree in Management from Northwestern University, KelloggSchool of Business.

 
| **James E. Bolin** | ** ** | **Director  since 1999** |
|--------------------|------------|--------------------------|
| ** **         | ** ** | ** **               |

Mr. Bolin has served as adirector of Inamed since March 18, 1999. Since March 2003 he has been aManaging Director of Citadel Investment Group. He was a Vice President and theSecretary of Appaloosa Partners Inc. from 1995 through October 2002, and aconsultant to Appaloosa Partners Inc. through March 2003. Mr. Bolin waspreviously a Vice President and Director of Corporate Bond Research at Goldman,Sachs & Co. He also worked at Smith Barney, Harris Upham in the FixedIncome Research Department. Mr. Bolin is currently a director of Metals USA,Inc., a NASDAQ-listed provider of value-added processed steel, stainless steel,aluminum, red metals and manufactured metal components. He holds a Bachelor ofArts degree from Washington University in St. Louis and an M.B.A. in accountingand finance from the University of Missouri—St. Louis.
| **Malcolm R. Currie, Ph.D.** | ** ** | **Director since 1999** |
|------------------------------|------------|-------------------------|
| ** **                   | ** ** | ** **              |

Dr. Currie has served asa director of Inamed since June 3, 1999. He has served as the President and CEOof Currie Technologies Incorporated, an electric transportation company, since1997. Dr. Currie has been the Chairman Emeritus of Hughes Aircraft Companysince his retirement in 1992 as Chairman and CEO. He has had an extensivecareer in high technology research, engineering and management. Dr. Curriecurrently serves on the Boards of Directors of the following publicly tradedcompanies: LSI Logic Corporation, Enova Systems Inc., Regal One Corp. andInnovative Micro Technologies, Inc. He is also a member and past chairman ofthe Board of Trustees of the University of Southern California. Dr. Currie haspreviously served as President and CEO of Delco Electronics Corporation,Chairman and CEO of GM Hughes Electronics Corporation and Undersecretary ofDefense for Research and Engineering. Dr. Currie holds a Bachelor of Artsdegree in Physics and a Ph.D. in Engineering Physics from the University ofCalifornia at Berkeley.
| **John C. Miles II** | ** ** | **Director since 2003** |
|----------------------|------------|-------------------------|
| ** **           | ** ** | ** **              |

Mr. Miles has served as adirector of Inamed since September 25, 2003. Mr. Miles is the Chairman of theBoard of Dentsply International Inc., and has held that office since May 1998.Dentsply is a NASDAQ 100 Company with annual sales in excess of $1.5 billionand it designs, develops, manufactures and markets a broad range of productsfor the dental market worldwide. From January 1996 to December 2003, Mr. Milesalso served as Dentsply’s Chief Executive Officer. Mr. Miles was President of Dentsplyfrom September 1989 to January 1996. Prior to September 1989, Mr. Miles heldseveral international senior management positions with increasingresponsibilities with Dentsply. Prior to joining Dentsply in 1985, Mr. Milesheld management positions with Rhone Poulenc, Inc., FDI, Inc., Pfizer, Inc.,and Johnson & Johnson. In addition to Dentsply, Mr. Miles serves as adirector of Respironics, Inc. He received his undergraduate degree inengineering from Lehigh University and his M.B.A. from New York University.
| **Mitchell S. Rosenthal, M.D.** | ** ** | **Director since 1999** |
|---------------------------------|------------|-------------------------|
| ** **                      | ** ** | ** **              |

Dr. Rosenthal hasserved as a director of Inamed since June 3, 1999. He is a psychiatrist andsince 1970 has served as the President of Phoenix House Foundation, which hefounded. Phoenix House is the nation’s largest non-profit substance abuseservices system, with nearly 80 programs in eight states: New York, California,Texas, Florida, Massachusetts, New Hampshire, Rhode Island and Vermont. Dr.Rosenthal has been a White House advisor on drug policy, a special consultantto the Office of National Drug Control Policy and chaired the New York StateAdvisory Council on Alcoholism and Substance Abuse Services from 1985 to 1997.He is a lecturer in psychiatry at Columbia University College of Physicians andSurgeons, a former president of the American Association of PsychoanalyticPhysicians, a member of the Council on Foreign Relations. He is a graduate ofLafayette College and earned his M.D. from the Downstate Medical Center ofState University of New York.

 

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| **Terry E. Vandewarker** | ** ** | **Director  since 2003** |
|--------------------------|------------|--------------------------|
| ** **               | ** ** | ** **               |

Mr. Vandewarker hasserved as a director of Inamed since July 11, 2003. He is currently a partnerwith a privately held family business. From July 1997 through July 2002, heheld a number of senior operations and financial management positions at Encad,Inc., a publicly traded NASDAQ company until its acquisition by Eastman Kodakin 2002. Mr. Vandewarker was President and Chief Executive Officer of Encadfrom July 2000 through January 2002 and continued as President until July 2002.Prior to that, Mr. Vandewarker was Encad’s Vice President of Operations andDirector of Finance. Prior to joining Encad, he received extensive experiencein senior accounting and finance positions, including Vice President and ChiefFinancial Officer for NexCycle, Inc from 1995 through 1997 and Vice Presidentand Chief Financial Officer for OCTUS, Inc. from 1993 through 1995. Prior tothat he worked for a multi-national investment company, an entertainmentcompany and for Price Waterhouse. He has served as a director for a number ofpublic and private companies in various industries. Mr. Vandewarker is aCertified Public Accountant and holds a Bachelor of Science in Psychology fromthe University of California at Riverside and an M.B.A. in Accounting andFinance from the University of California at Los Angeles.

Our Board has determinedthat, except for Mr. Teti, all of the members of the Board are “independent” asdefined by the National Association of Securities Dealers, Inc. (“NASD”). Mr.Teti is not independent as he is employed by Inamed.

**Committees of the Board ofDirectors**

Currently, all of ourdirectors hold office until the next annual meeting of our stockholders and untiltheir successors have been duly elected and qualified. Our board of directorshas established three standing committees: an audit committee; a compensationcommittee; and a nominating committee.

*Audit Committee*. The Audit Committee has oversight responsibilitieswith respect to Inamed’s annual audit and quarterly reviews, Inamed’s system ofinternal controls and Inamed’s audit, accounting and financial reportingprocesses. The Audit Committee selects Inamed’s independent auditors and meetswith the independent auditors regularly in fulfilling the aboveresponsibilities. All members of the Audit Committee are independent as definedby the NASD and meet the applicable NASD requirements for financial literacyand financial expertise.****Since thebeginning of fiscal year 2004, Dr. Currie has served as Chair and Mr. Bolin andMr. Vandewarker have served as members of the Audit Committee. The Board ofDirectors has adopted a written charter for the Audit Committee. The Board hasdetermined that Mr. Vandewarker is an audit committee financial expert, asdefined by the rules of the Securities and Exchange Commission.

*Compensation Committee*. The Compensation Committee recommendsto the Board all aspects of compensation arrangements for the executiveofficers of Inamed and approves compensation recommendations for certain ofInamed’s other senior employees. The Committee also administers Inamed’s stockoption and stock purchase plans and Inamed’s senior management bonus plan. Sincethe beginning of fiscal year 2004, Mr. Bolin has served as Chair and Ms.Amundson and Dr. Rosenthal have served as members of the CompensationCommittee. Mr. Miles has served on the Committee since October 2003. Allmembers of the Compensation Committee are independent as defined by the NASD.

*NominatingCommittee*. TheNominating Committee identifies prospective board candidates, recommendsnominees for election to our Board, and develops and recommends board memberselection criteria. The Nominating Committee’s goal is to assemble a Board thatbrings to Inamed a variety of perspectives and skills derived from high qualitybusiness and professional experience. In doing so, the Nominating Committeealso considers candidates with appropriate non-business backgrounds. Since thebeginning of fiscal year 2004, Dr. Rosenthal has served as the Chair and Dr.Currie and Ms. Amundson have served as members of the Nominating Committee.Each of the members of the Nominating Committee is independent as defined bythe NASD.

 

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**Executive Officers**

The following table setsforth the executive officers of Inamed. 
| **Name**                        | ** ** | **Age** | ** ** | **Position**                                                                            |
|---------------------------------|------------|---------|------------|-----------------------------------------------------------------------------------------|
| Nicholas L. Teti                |       | 52      |       | President, Chief Executive Officer and Chairman of  the Board                           |
| Declan Daly                     |       | 42      |       | Executive Vice President and Chief Financial Officer                                    |
| Joseph A. Newcomb               |       | 54      |       | Executive Vice President, Secretary and General  Counsel                                |
| Vicente Trelles                 |       | 49      |       | Executive Vice President and Chief Operations  Officer                                  |
| Robert S. Vaters                |       | 44      |       | Executive Vice President, Strategy and Corporate  Development                           |
| Patricia S. Walker, M.D., Ph.D. |       | 45      |       | Executive Vice President, Clinical and Regulatory  Affairs and Chief Scientific Officer |
| Hani M. Zeini                   |       | 40      |       | Executive Vice President, The Americas and Asia  Pacific, Inamed Aesthetics             |

 

For information regardingMr. Teti, see the description following the table above identifyingInamed’s directors.

**Declan Daly** was appointed Executive Vice Presidentand Chief Financial Officer in November 2004 after being promoted to SeniorVice President in September 2002 and serving as the Corporate Controller andPrincipal Accounting Officer since March 2002. He was previously Vice Presidentof Finance & Administration for Inamed International Corp. from 1998 to2002. From 1996 to 1998, Mr. Daly was a Senior Manager with BDO Simpson Xavier,Chartered Accountants or BDO, in Dublin. Prior to joining BDO, he worked withPricewaterhouseCoopers in Dublin and London. Mr. Daly holds a B.A. inManagement Science and Industrial Systems Studies from Trinity College, Dublinand he is also a Fellow of the Institute of Chartered Accountants in Ireland.

**Joseph A. Newcomb** has served as Senior Vice President,General Counsel and Secretary of Inamed since August 6, 2002 and was promotedto Executive Vice President in September 2003. From August 1997 until July2002, Mr. Newcomb provided legal, tax and financial services to early stage andstart-up companies. From May 1989 until July 1997, he was Vice President andGeneral Counsel for the U.S. affiliate and portfolio companies of BrierleyInvestments Limited, an international holding company, where he was an activeparticipant in the origination of investments and the management and operationsof the portfolio companies. Mr. Newcomb received a B.B.A. from the Universityof Notre Dame, a J.D. from the University of Connecticut and an LL.M. fromGeorgetown University Law Center. Mr. Newcomb is a Certified Public Accountantand a member of the Colorado, Connecticut, Massachusetts and District ofColumbia bars.

**Vicente Trelles** has served as Executive Vice Presidentand Chief Operations Officer of Inamed since August 1, 2001. Mr. Trelles waspreviously Chief Operating Officer of Inamed’s McGhan Medical Division fromOctober 1999 to July 2001. From June 1991 to September 1999, he held positionsof increasing responsibility with Allergan Inc., including Vice President ofSurgical Operations, January 1996 to September 1999, Vice President of EuropeOperations, April 1993 to December 1995, Vice President Manufacturing ContactLenses, July 1991 to March 1993. Prior to Allergan, Mr. Trelles worked forAmerican Hospital Supply and Baxter Healthcare in different capacities,including General Manager of Baxter Healthcare V. Mueller Division in PuertoRico. Mr. Trelles holds a B.S. in Industrial Engineering from the University ofMayaguez, Puerto Rico.

**Robert S.Vaters** wasappointed Executive Vice President, Strategy and Corporate Development inNovember 2004 after serving as Inamed’s Chief Financial Officer since August20, 2002. From September 2001 to August 2002, Mr. Vaters worked on a variety ofprivate merchant banking transactions. He was Executive Vice President andChief Operating Officer at Arbinet Holdings, Inc., a leading telecom capacityexchange from January 2001 to July 2001. He served as Chief Financial Officerat Arbinet from January 2000 to December 2000. Prior to that he was at PremiereTechnologies from July 1996 through January 2000, where he held a number ofsenior

 

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management positions,including Executive Vice President and Chief Financial Officer, ManagingDirector of the Asia Pacific business based in Sydney, Australia and ChiefFinancial Officer of Xpedite Systems Inc., formerly an independent publiccompany that was purchased by Premiere. Additional experience includes SeniorVice President, Treasurer of Young and Rubicam Inc., a global communicationsfirm with operations in 64 countries. Mr. Vaters was also an independent boardmember and chairman of the audit committee of Rockford Industries, a companyproviding healthcare equipment financing.

**Patricia Walker, M.D., Ph.D.** has served as Executive Vice President,Clinical and Regulatory Affairs and Chief Scientific Officer since September2004. From July 1997 to September 2004, Ms. Walker held positions of increasingresponsibility at Allergan Inc., including Vice President, Clinical Researchand Development, Skin Care Pharmaceuticals, January 2001 to September 2004,Head, Oral Retinoid Clinical Development and Senior Medical Director, Skin andOncology Therapeutics Area, October 1999 to December 2000, Senior MedicalDirector, Skin Therapeutic Area, December 1998 to October 1999, and MedicalDirector, Skin Therapeutic Area, July 1997 to November 1998. Prior to joiningAllergan, Ms. Walker was a commissioned officer in the U.S. Public HealthService where she was assigned to the National Institute of Health, NationalCancer Institute, Dermatology Branch. Ms. Walker received a B.S. in generalscience from the University of Iowa, and received her M.D. and Ph.D. inphysiology and biophysics from the University of Iowa College of Medicine.

**Hani M. Zeini** is currently Executive Vice President,The Americas and Asia Pacific, Inamed Aesthetics. He previously served asExecutive Vice President, North America, Inamed Aesthetics from October 1, 2001through July 31, 2003. Prior to Joining Inamed, from 1988 to 2000, he heldvarious sales, marketing and management positions of increasingresponsibilities at The DuPont Pharmaceuticals Company’s generics and brandedpharmaceuticals divisions, including Senior Director, Marketing and StrategicPlanning from September 1996 to May 1997, Vice President Worldwide Operationsand Planning from May 1997 to May 1998, Vice President, Integrated Health Carefrom May 1998 to June 1999 and Senior Vice President, Global Health Systemsfrom June 1999 to April 2000. Mr. Zeini also has held the positions ofPresident and Chief Executive Officer of PharmasMarket.com, an internet-basedhealthcare marketplace from June 2000 to April 2001 and Chief Operating Officerfor Acurian, Inc., a development stage clinical trials company until September2001. He holds a degree in Electrical and Computer Engineering from theUniversity of Miami in Florida, and in 2003 graduated from the StanfordExecutive Program at Stanford University—Graduate School of Business.

There are no familyrelationships between any director, executive officer, or person nominated tobecome a director or executive officer.

**Section16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) of theSecurities Exchange Act of 1934 requires Inamed’s executive officers, directorsand persons who beneficially own more than 10% of Inamed’s common stock to fileinitial reports of ownership and reports of changes in ownership with the Securitiesand Exchange Commission (“SEC”). Such persons are required by SEC regulationsto furnish Inamed with copies of all Section 16(a) forms filed by such person.

To Inamed’s knowledge andbased solely on our review of such reports furnished to Inamed and writtenrepresentations from certain reporting persons, Inamed believes that all filingrequirements applicable to its executive officers, directors andgreater-than-10% stockholders were complied with.

**Code of Ethics**

The Board hasadopted a Code of Ethics that applies to all of our employees, officers anddirectors. The Code of Ethics is available at Inamed’s website at:http://ir.inamed.com/phoenix.zhtml?c=90325&p=irol-govConduct.

 

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**ITEM 11.****               EXECUTIVECOMPENSATION**

**SummaryCompensation Table**

The followingtable sets forth, for the fiscal years ended December 31, 2002, 2003 and 2004,all compensation awarded to, paid to, or earned for services rendered in allcapacities by the Chief Executive Officer and each of the other top fourexecutive officers whose salary and bonus exceeded $100,000 in 2002, 2003 and2004. These five officers are referred to as the “named executive officers.”Unless otherwise noted, the compensation table excludes other compensation inthe form of perquisites and other personal benefits that constitute the lesserof $50,000 or 10% of the total annual salary and bonus earned by each of thenamed executive officers in 2002, 2003 and 2004.

 
| ** **                                                  | ** ** | **Annual Compensation** | ** ** | **Long-Term Compensation** | ** ** |
|-------------------------------------------------------------|------------|-------------------------|------------|----------------------------|------------|
| **Name and Principal Positions**                            | ** ** | **Year**                | ** ** | **Salary  $**              | ** ** | **Bonus  $** | ** ** | **Other Annual  Compensation  $** | ** ** | **Stock  Options  Granted  (In  Shares)  (#)** | ** ** | **Restricted  Stock  Grants  (In Shares)  (#)** | ** ** | **All  Other  Compensation  ($)(1)** | ** ** |
| Nicholas L.  Teti(2)                                        |       | 2004                    |       | 536,159                    |       | 633,970 | (3) | — |   | — |   | — |   | 40,904 |   |
| Chairman,  President,                                       |       | 2003                    |       | 452,698                    |       | 625,100 | (3) | 9,350 | (4) | — |   | 45,000 | (5) | 7,559 |   |
| and Chief  Executive Officer                                |       | 2002                    |       | 400,000                    |       | 300,000 |   | — |   | — |   | — |   | 4,800 |   |
|                                                        |       |                    |       |                       |       |   |   |   |   |   |   |   |   |   |   |
| Declan Daly(6)                                              |       | 2004                    |       | 246,095                    |       | 182,700 |   | — |   | — |   | — |   | 101,019 | (7) |
| Executive Vice                                              |       | 2003                    |       | 217,724                    |       | 166,000 |   | — |   | — |   | 15,000 | (8) | 71,426 | (9) |
| President and  Chief Financial Officer                      |       | 2002                    |       | 216,500                    |       | 125,000 |   | 12,600 | (4) | 19,000 |   | — |   | 82,341 | (10) |
|                                                        |       |                    |       |                       |       |   |   |   |   |   |   |   |   |   |   |
| Joseph A.  Newcomb(11)                                      |       | 2004                    |       | 321,692                    |       | 219,467 | (12) | — |   | — |   | — |   | 15,966 |   |
| Executive Vice                                              |       | 2003                    |       | 278,615                    |       | 255,000 | (12) | — |   | — |   | 18,750 | (13) | 6,018 |   |
| President,  Secretary                                       |       | 2002                    |       | 94,865                     |       | 65,000 |   | — |   | 150,000 |   | — |   | 20,121 | (14) |
|                                                        |       |                    |       |                       |       |   |   |   |   |   |   |   |   |   |   |
| Vicente Trelles  (15)                                       |       | 2004                    |       | 309,897                    |       | 251,629 | (16) | — |   | — |   | — |   | 20,309 |   |
| Executive Vice                                              |       | 2003                    |       | 296,345                    |       | 290,000 | (16) | — |   | — |   | 22,500 | (17) | 5,594 |   |
| President and  Chief Operations Officer                     |       | 2002                    |       | 273,561                    |       | 165,000 |   | — |   | — |   | — |   | 4,400 |   |
|                                                        |       |                    |       |                       |       |   |   |   |   |   |   |   |   |   |   |
| Hani Zeini(18)                                              |       | 2004                    |       | 337,777                    |       | 254,562 | (19) | — |   | — |   | — |   | 505 |   |
| Executive Vice                                              |       | 2003                    |       | 296,068                    |       | 315,000 | (19) | — |   | — |   | 22,500 | (20) | 477 |   |
| President, The  Americas and Asia Pacific Inamed Aesthetics |       | 2002                    |       | 261,336                    |       | 190,000 |   | — |   | — |   | — |   | 23,633 | (14) |
|                                                             |            |                         |            |                            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

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| (1) | Amounts shown, unless otherwise noted, reflect  employer contributions to group term life insurance premium and matching  contributions made by Inamed under its 401(k) plan, and certain club dues.                                                                                                                                                                                                                                                                            |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Mr. Teti joined Inamed as President and Chief  Executive Officer beginning August 1, 2001, and was elected Chairman of the  Board on July 23, 2002.                                                                                                                                                                                                                                                                                                                             |
| (3) | Included in 2004 and 2003, respectively, is $53,970  and $156,100 of a deferred 2003 bonus payable 50% at March 1, 2005 and 50% at  March 1, 2006, in each instance as adjusted proportionately for any increase  or decrease in the price of Inamed’s common stock as measured from February  20, 2004 to February 20, 2005 and 2006 respectively. The closing prices of  Inamed’s common stock on February 20, 2005 and 2004 were $70.45 and $46.97,  respectively. |
| (4) | Amounts shown consist of an automobile allowance.                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (5) | The total value of this award on the date of grant  was $2,198,250, which is based on $48.85 per share, the last reported sales  price of Inamed’s common stock on December 15, 2003 as reported on the NASDAQ  National Market.                                                                                                                                                                                                                                           |
| (6) | Mr. Daly joined Inamed in 1998 as Vice President of  Finance and Administration for Inamed International Corp. He was appointed  Executive Vice President and Chief Financial Officer of Inamed in November  2004 after being promoted to Senior Vice President in September 2002 and  serving as the Corporate Controller and Principal Accounting Officer since  March 2002.                                                                                                  |

 

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| (7)  | Includes $34,996 in tax equalization payments, an  expatriate allowance of $19,471 and a pension contribution of $45,992.                                                                                                                                                                                                                                                                                                                                                       |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8)  | The total value of this award on the date of grant  was $732,750, which is based on $48.85 per share, the last reported sales  price of Inamed’s common stock on December 15, 2003 as reported on the NASDAQ  National Market.                                                                                                                                                                                                                                             |
| (9)  | Consists of an expatriate allowance of $29,567 and a  pension contribution of $41,859.                                                                                                                                                                                                                                                                                                                                                                                          |
| (10) | Consists of a relocation allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (11) | Mr. Newcomb joined Inamed as Senior Vice President,  General Counsel and Secretary of Inamed beginning August 6, 2002 and was  promoted to Executive Vice President in September 2003.                                                                                                                                                                                                                                                                                          |
| (12) | Included in 2004 and 2003, respectively, is $18,717  and $54,000 of a deferred 2003 bonus payable 50% at March 1, 2005 and 50% at  March 1, 2006, in each instance as adjusted proportionately for any increase  or decrease in the price of Inamed’s common stock as measured from February  20, 2004 to February 20, 2005 and 2006 respectively. The closing prices of  Inamed’s common stock on February 20, 2005 and 2004 were $70.45 and $46.97,  respectively.  |
| (13) | The total value of this award on the date of grant  was $915,937.50, which is based on $48.85 per share, the last reported sales  price of Inamed’s common stock on December 15, 2003 as reported on the NASDAQ  National Market.                                                                                                                                                                                                                                          |
| (14) | Consists of relocation expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (15) | Mr. Trelles joined Inamed as Chief Operating Officer  of its McGhan Medical Division beginning in October 1999, and has served as  Inamed’s Executive Vice President and Chief Operating Officer since August 1,  2001.                                                                                                                                                                                                                                                    |
| (16) | Included in 2004 and 2003, respectively, is $33,574  and $95,700 of a deferred 2003 bonus payable 50% at March 1, 2005 and 50% at  March 1, 2006, in each instance as adjusted proportionately for any increase  or decrease in the price of Inamed’s common stock as measured from February  20, 2004 to February 20, 2005 and 2006 respectively. The closing prices of  Inamed’s common stock on February 20, 2005 and 2004 were $70.45 and $46.97,  respectively.  |
| (17) | The total value of this award on the date of grant  was $1,099,125, which is based on $48.85 per share, the last reported sales  price of Inamed’s common stock on December 15, 2003 as reported on the NASDAQ  National Market.                                                                                                                                                                                                                                           |
| (18) | Mr. Zeini joined Inamed as Executive Vice President,  North America, Inamed Aesthetics beginning October 1, 2001, and was appointed  Executive Vice President, The Americas & Asia Pacific, Inamed Aesthetics  beginning July 31, 2003.                                                                                                                                                                                                                                     |
| (19) | Included in 2004 and 2003, respectively, is $36,097  and $103,950 of a deferred 2003 bonus payable 50% at March 1, 2005 and 50% at  March 1, 2006, in each instance as adjusted proportionately for any increase  or decrease in the price of Inamed’s common stock as measured from February  20, 2004 to February 20, 2005 and 2006 respectively. The closing prices of  Inamed’s common stock on February 20, 2005 and 2004 were $70.45 and $46.97,  respectively. |
| (20) | The total value of this award on the date of grant  was $1,099,125, which is based on $48.85 per share, the last reported sales  price of Inamed’s common stock on December 15, 2003 as reported on the NASDAQ  National Market.                                                                                                                                                                                                                                           |

 

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**AggregatedOption Exercises in Last Fiscal Year and Fiscal Year-End Option Values**

The following table setsforth certain information concerning exercises of stock options by theexecutive officers named in the Summary Compensation Table in fiscal year 2004and unexercised stock options held by the executive officers named in theSummary Compensation Table as of December 31, 2004. Also reported are valuesfor options that represent the positive spread between the respective exerciseprices of outstanding stock options and the fair market value of our CommonStock as of December 31, 2004.
| ** **        | ** ** | **Shares Acquired on** | ** ** | **Value**    | ** ** | **Number of Securities  Underlying  Unexercised Options at  2004 Fiscal Year-End(#)** | ** ** | **Value of Unexercised  In-The-Money Options at  2004  Fiscal Year-End($)(1)** | ** ** |
|-------------------|------------|------------------------|------------|--------------|------------|---------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|
| **Name**          | ** ** | **Exercise**           | ** ** | **Realized** | ** ** | **Exercisable**                                                                       | ** ** | **Unexercisable**                                                              | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Nicholas L. Teti  |       | 100,000                |       | $            | 3,435,210  |                                                                                  | 50,001     |                                                                           | —     |   | $ | 2,328,547 |   | $ | — |   |
| Declan Daly       |       | 3,000                  |       | 125,250      |       | 9,500                                                                                 |       | 9,500                                                                          |       | 428,232 |   | 428,232 |   |
| Joseph A. Newcomb |       | 40,000                 |       | 1,609,762    |       | 10,000                                                                                |       | 50,000                                                                         |       | 519,900 |   | 2,599,500 |   |
| Vicente Trelles   |       | 3,000                  |       | 130,050      |       | 46,500                                                                                |       | —                                                                         |       | 2,128,530 |   | — |   |
| Hani M. Zeini     |       | 50,000                 |       | 2,052,151    |       | —                                                                                |       | —                                                                         |       | — |   | — |   |
|                   |            |                        |            |              |            |                                                                                       |            |                                                                                |            |  |  |  |  |  |  |  |

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(1)           On December 31, 2004 (the last tradingday of 2004), the last reported sales price of Inamed’s common stock asreported on the NASDAQ National Market was $63.25.

**Compensation of Directors**

Directors who are notemployees of Inamed receive an annual fee of $35,000 and a fee of $1,000 foreach Board of Directors or committee meeting attended, and are reimbursed fortheir expenses. In addition, upon their initial election, directors receive anoption to purchase 7,500 shares of Common Stock, and thereafter receive anoption to purchase 7,500 shares of Common Stock on each subsequent anniversaryof their election to the Board of Directors for so long as they remaindirectors. Directors who are employees of Inamed are not entitled to anycompensation for their service as a director. Pursuant to a plan adopted in1999, directors may elect to receive their compensation in common stock in lieuof cash. No directors elected this option in 2004.

**Employment Contracts andTermination of Employment and Change-in-Control Arrangements**

                On July 23, 2001, Inamed entered into an employment agreement withNicholas L. Teti in connection with his employment as Chief Executive Officer,which included, among other things, a grant of 450,000 options to purchaseshares of Inamed’s Common Stock. On October 29, 2004, we entered into anAmended and Restated Employment Agreement with Mr. Teti, our current ChiefExecutive Officer and Chairman of the Board. Under the five year agreementwhich is deemed effective as of July 25, 2004, Mr. Teti will receive a basesalary at the annualized rate of $500,000, and he is eligible to receive anannual bonus which is targeted to be 70% of his base salary based on theperformance of Mr. Teti and of Inamed.  Mr. Teti is also eligible toparticipate in our 2003 Performance Based Stock Option/Restricted Stock Planand other standard benefit plans. Mr. Teti’s employment agreement also providesthat upon termination of Mr. Teti’s employment by Inamed without “cause” (as definedin the agreement), Mr. Teti will be entitled to severance compensation equal topayment of his base salary in effect during the post-employment period (asdefined in the agreement). Additionally, Mr. Teti’s employment agreement alsoprovides that upon a “change in control” (as defined in the agreement) and asubsequent termination of Mr.

 

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Teti, Mr. Teti will be entitled to payment of his basesalary through the date of his termination, a payment equal to the greater of(i) three times the sum of his base salary at the time of the change ofcontrol, or (ii) three times the sum of his base salary at the time of histermination and payment of any annual bonus awarded but not yet paid. Mr. Tetiagreed not to compete with us for two years following any future termination ofhis employment with us. The agreement also provides Mr. Teti with severancebenefits in the event of his termination for certain reasons.

In August 2003, Inamedentered into an employment agreement with Joseph A. Newcomb in connection withhis employment as Senior Vice President and General Counsel. Mr. Newcomb’semployment agreement provides that Mr. Newcomb will receive (i) a base salaryof $275,000, (ii) a bonus up to 50 percent of his salary in the ManagementIncentive Plan, and (iii) an initial grant of options to purchase 150,000shares of Inamed’s Common Stock. Mr. Newcomb’s employment agreement alsoprovides that upon a “change in control” (as defined in the agreement) and asubsequent termination of Mr. Newcomb, Mr. Newcomb will be entitled to paymentof his base salary through the date of his termination, and a payment equal tothe greater of (i) two times the sum of his base salary at the time of thechange of control, or (ii) two times the sum of his base salary at the time ofhis termination and payment of any annual bonus awarded but not yet paid. Mr.Newcomb will also be entitled to the continuation of certain insurance andother benefits for a period of time not exceeding twelve months.

Effective January 2003,Inamed entered into an employment agreement with Vicente Trelles in connectionwith his employment as Executive Vice President and Chief Operations Officer.Mr. Trelles’ employment agreement provides that Mr. Trelles will receive a basesalary of $289,000. Mr. Trelles’ employment agreement also provides that upon a“change in control” (as defined in the agreement) and a subsequent terminationof Mr. Trelles, Mr. Trelles will be entitled to payment of his base salary throughthe date of his termination, and a payment equal to the greater of (i) twotimes the sum of his base salary at the time of the change of control, or (ii)two times the sum of his base salary at the time of his termination and paymentof any annual bonus awarded but not yet paid. Mr. Trelles will also be entitledto the continuation of certain insurance and other benefits for a period oftime not exceeding twelve months.

                In September 2001, Inamed entered into anemployment agreement with Hani Zeini in connection with his employment asExecutive Vice President, North America, Inamed Aesthetics. Mr. Zeini’semployment agreement provides that Mr. Zeini will receive (i) a base salary of$245,000, (ii) a bonus up to 50 percent of his salary in the Management IncentivePlan, (iii) options to purchase 100,000 shares of Inamed’s Common Stock, (iv) arelocation package to defray his costs of moving to Santa Barbara, Californiaand (v) a one time signing bonus of $40,000. In April, 2002, Mr. Zeini enteredinto a change of control agreement which provides that upon a “change incontrol” (as defined in the agreement) and a subsequent termination of Mr.Zeini, Mr. Zeini will be entitled to payment of his base salary through thedate of his termination, and a payment equal to the greater of (i) two timesthe sum of his base salary at the time of the change of control, or (ii) twotimes the sum of his base salary at the time of his termination and payment ofany annual bonus awarded but not yet paid. Mr. Zeini will also be entitled tothe continuation of certain insurance and other benefits for a period of timenot exceeding eighteen months.

 

**Compensation Committee Interlocksand Insider Participation**

No member ofInamed’s Compensation Committee served as an officer or employee of Inamed orany of its subsidiaries during 2004 or was previously an officer of Inamed orany of its subsidiaries. During 2004, no

 

9

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executiveofficer of Inamed served as a director or member of the compensation committeeof another entity, one of whose executive officers served as a director ormember of the Compensation Committee of Inamed.

 

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**ITEM 12.****               SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

The following table setsforth information as to the shares of Common Stock of Inamed beneficially ownedas of April 1, 2005, by (i) each person known by Inamed to be the beneficialowner of more than five percent of the outstanding Common Stock of Inamed, (ii)each person who is presently a director or a nominee for director of Inamed,(iii) each of the officers named in the Summary Compensation Table and (iv) allthe directors and officers of Inamed as a group. Unless otherwise indicated inthe table below, each person or entity named below has an address in care ofthe Company’s principal executive offices.
| ** **                                | ** ** | **Number of** | ** ** | **Percent of**  | ** ** |
|-------------------------------------------|------------|---------------|------------|-----------------|------------|
| **Name and Address of Beneficial  Owner** | ** ** | **Shares**    | ** ** | **Total(1)(2)** | ** ** |
| American Century Companies, Inc.(3)       |       | 3,035,785     |       | 8.4             | %          |
| 4500 Main Street, 9th Floor               |       |          |       |            |       |
| Kansas City, MO 64111                     |       |          |       |            |       |
|                                      |       |          |       |            |       |
| Morgan Stanley(4)                         |       | 2,239,668     |       | 6.2             |       |
| 1585 Broadway                             |       |          |       |            |       |
| New York, NY 10036                        |       |          |       |            |       |
|                                      |       |          |       |            |       |
| Federated Investors, Inc.(5)              |       | 2,000,774     |       | 5.5             |       |
| Federated Investors Tower                 |       |          |       |            |       |
| Pittsburgh, PA 15222-3779                 |       |          |       |            |       |

 

 
| **Officers and Directors and Nominees**                | ** ** | **Beneficially Owned** | ** ** | **Percent of Total(1)(2)** | ** ** |
|--------------------------------------------------------|------------|------------------------|------------|----------------------------|------------|
| Nicholas L. Teti(6)                                    |       | 118,001                |       | *                          |       |
| Joy A. Amundson(7)                                     |       | 7,500                  |       | *                          |       |
| James Bolin(8)                                         |       | 22,665                 |       | *                          |       |
| Malcolm Currie, Ph.D.(9)                               |       | 102,338                |       | *                          |       |
| John C. Miles II(10)                                   |       | 7,500                  |       | *                          |       |
| Mitchell Rosenthal, M.D.(11)                           |       | 10,000                 |       | *                          |       |
| Terry E. Vandewarker(12)                               |       | 7,500                  |       | *                          |       |
| Declan Daly(13)                                        |       | 42,100                 |       | *                          |       |
| Joseph Newcomb(14)                                     |       | 36,650                 |       | *                          |       |
| Vicente Trelles(15)                                    |       | 80,275                 |       | *                          |       |
| Hani M. Zeini(16)                                      |       | 30,400                 |       | *                          |       |
| All officers and Directors as a group (13 persons)(17) |       | 493,680                |       | *                          |       |

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*              Represents less than 1% of the total.

(1)           Information in this table regardingdirectors and executive officers is based on information provided by them.Unless otherwise indicated in the footnotes and subject to community propertylaws where applicable, each of the directors and executive officers has solevoting and/or investment power with respect to such shares.

(2)           The percentages are calculated on thebasis of the number of outstanding shares of Common Stock as of April 1, 2005,which was 36,140,710.

(3)           Based solely upon the Schedule 13Gfiled jointly on February 11, 2005, by American Century Companies, Inc.(ACC), American Century Investment Management, Inc. (ACIM), and AmericanCentury Mutual Funds, Inc. ACIM is a wholly-owned subsidiary of ACC and aninvestment adviser registered under Section 203 of the Investment Advisers Actof 1940.

(4)           Based solely on the Schedule 13Gfiled on February 15, 2005 by Morgan Stanley. Morgan Stanley is a parentholding company. Accounts managed on a discretionary basis by Morgan Stanleyare known to have the right to receive or the power to direct the receipt ofdividends from, or the proceeds from, the sale of such securities. No suchaccount holds more than 5 percent of the class. Morgan Stanley filed its 13Gsolely in its capacity as the parent company of, and indirect beneficial ownerof securities held by, one of its business units.

(5)           Based solely upon the Schedule 13Gfiled jointly on February 14, 2005 by Federated Investors, Inc., VotingShares Irrevocable Trust (the “Trust”), John F. Donahue, Rhodora J. Donahue,and J. Christopher Donahue. Federated Investors, Inc. (the “Parent”) is theparent holding company of Federated Equity Management Company of Pennsylvaniaand Federated Global Investment Management Corp. (the “Investment Advisers”),which act as investment advisers to registered investment companies andseparate accounts that own shares of common stock in Inamed (the “Reported Securities”).The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc.,which is wholly owned subsidiary of the Parent. All of the Parent’s outstandingvoting stock is held in the Trust for which John F. Donahue, Rhodora J. Donahueand J. Christopher Donahue act as trustees (collectively, the “Trustees”). TheTrustees joined in filing this Schedule 13G because of the collective votingcontrol that they exercise over the Parent. In accordance with Rule 13d-4 underthe Securities Act of 1934, as amended, the Parent, the Trust, and each of the

 

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Trustees declared thattheir filing of a Schedule 13G should not be construed as an admission thatthey are the beneficial owners of the Reported Securities, and the Parent, theTrust, and each of the Trustees expressly disclaim beneficial ownership of theReported Securities.

(6)           Includes an aggregate of 50,001 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005, and includes an aggregate of65,000 shares of restricted stock which may not be sold or otherwisetransferred or pledged until their restrictions lapse or are terminated.

(7)           Includes an aggregate of 7,500 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(8)           Includes an aggregate of 15,000 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(9)           Includes an aggregate of 40,001 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(10)         Includes an aggregate of 7,500 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(11)         Includes an aggregate of 10,000 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(12)         Includes an aggregate of 7,500 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

(13)         Includes an aggregate of 9,500 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005, and an aggregate of 32,600shares of restricted stock which may not be sold or otherwise transferred orpledged until their restrictions lapse or are terminated.

(14)         Includes an aggregate of 10,000 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005, and an aggregate of 26,650shares of restricted stock which may not be sold or otherwise transferred orpledged until their restrictions lapse or are terminated.

(15)         Includes an aggregate of 46,500 shares ofCommon Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005, and an aggregate of 30,400shares of restricted stock which may not be sold or otherwise transferred orpledged until their restrictions lapse or are terminated.

(16)         Includes an aggregate of 30,400 shares ofrestricted stock which may not be sold or otherwise transferred or pledgeduntil their restrictions lapse or are terminated.

(17)         Includes an aggregate of 213,503 sharesof Common Stock issuable upon the exercise of options currently exercisable orexercisable within 60 days of April 1, 2005.

 

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**EquityCompensation Plan Information as of December 31, 2004**
| ** **                                                | ** ** | **Number of securities** | ** ** | ** **              | ** ** | ** **               | ** **  |
|-----------------------------------------------------------|------------|--------------------------|------------|-------------------------|------------|--------------------------|-------------|
| ** **                                                | ** ** | **to be issued upon**    | ** ** | **Weighted average**    | ** ** | **Number of securities** | ** **  |
| ** **                                                | ** ** | **the exercise of**      | ** ** | **exercise price of**   | ** ** | **remaining available**  | ** **  |
| ** **                                                | ** ** | **outstanding options**  | ** ** | **outstanding options** | ** ** | **for future issuance**  | ** **  |
| Equity compensation plans approved by Stockholders(1)     |       | 1,694,168                |       | $                       | 40.65      |                     | 1,170,705(2 | ) |
|                                                      |       |                     |       |                    |       |                     |        |
| Equity compensation plans not approved by Stockholders(3) |       | 50,001                   |       | 16.68                   |       | 0                        |        |
|                                                      |       |                     |       |                    |       |                     |        |
| Total                                                     |       | 1,744,169                |       | 39.99                   |       | 1,170,705                |        |
|                                                      |       |                     |       |                    |       |                     |        |
|                                                           |            |                          |            |                         |            |                          |             |  |

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(1)           Consists of nine plans: our 1993 StockOption Plan, the 1998 Stock Option Plan, the 1999 Program, the 1999 StockElection Plan, the 2000 Stock Option Plan, the 2000 Employee Stock PurchasePlan, the 2003 Outside Director Compensation Plan, the 2003 Restricted StockPlan and the 2004 Performance Option Plan.

(2)           Includes 195,544 shares reserved forissuance under our 2000 Employee Stock Purchase Plan and 157,500 sharesreserved under our 2003 Restricted Stock Plan.

(3)           Consists of stand-alone stock optionagreements discussed below.

**Stand-alone options not approvedby Stockholders**

In 2001, Inamed granted astand-alone option for 450,000 shares of Common Stock to Nick Teti, thePresident, Chief Executive Officer and Chairman of the Board in connection withhis hiring. The exercise price per share of $16.68 was the fair market valueper share on the date of grant. These options vested ratably on the first,second and third anniversaries of the grant date.

In 2001, Inamed alsogranted a stand-alone option for 150,000 shares of Common Stock to Hani Zeini,the Executive Vice President, The Americas and Asia Pacific, Inamed Aestheticsin connection with his hiring. The exercise price per share of $11.33 was the fairmarket value per share on the date of grant. These options vested ratably onthe first, second and third anniversaries of the grant date.

**ITEM 13.****               CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

On July 23, 2001, Mr.Teti received a loan from Inamed in connection with his relocation to Inamed’sheadquarters in Santa Barbara, California. As of December 31, 2004, $87,000 wasoutstanding. The loan from Inamed bore interest at the minimum rate necessaryto avoid imputed income under the Internal Revenue Code. Mr. Teti repaid theoutstanding balance of the loan in full in February 2005.

In 2004, Inamed paid$390,000 to a marketing consulting firm, which is owned by the son-in-law ofMalcolm Currie. Management believes that the terms entered into are at arms-lengthand that such terms are comparable to those with third parties.

**ITEM 14.****               PRINCIPALACCOUNTING FEES AND SERVICES**

 

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The following table setsforth the aggregate fees billed to Inamed for the fiscal year ended 2003 and2004 by KPMG LLP (“KPMG”):
| ** **            | ** ** | **Fiscal 2003** | ** ** | **Fiscal 2004** | ** ** |
|-----------------------|------------|-----------------|------------|-----------------|------------|
| Audit Fees(1)         |       | $               | 884,300    |            | $          | 1,527,350 |   |
| Audit-Related Fees(2) |       | N/A             |       | $               | 556,200    |   |
| Tax Fees(3)           |       | $               | 85,503     |            | $          | 78,450 |   |
| All Other Fees (4)    |       | N/A             |       | $               | 25,000     |   |

 

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| (1)    | *Audit Fees* consist of $745,000 of fees billed for professional  services rendered for the audit of Inamed’s consolidated annual financial  statements and review of the interim consolidated financial statements  included in quarterly reports and $675,000 of fees billed for professional  services rendered for the audit of Inamed’s internal controls over financial  reporting. This amount also includes expenses related to the audits and  services that are normally provided by KPMG in connection with statutory and  regulatory filings or engagements. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (2)    | *Audit-Related Fees* consist of fees billed for professional services  rendered for consulting work for assistance with documentation required by  the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (3)    | *Tax Fees* consist of fees billed for professional services  rendered for tax compliance, tax advice and tax planning. These services  include assistance regarding federal and state tax compliance, international  tax, research and unclaimed property services.                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (4)    | *All Other Fees* consist of fees billed for professional services  rendered for other items and services in connection with other statutory and  regulatory filings or engagements.                                                                                                                                                                                                                                                                                                                                                                                                |

 

 

                The Audit Committee’s policy is topre-approve all audit and permissible non-audit services provided by ourindependent auditors. These services may include audit services, audit-relatedservices, tax services and other services. Pre-approval is generally providedfor up to one year and any pre-approval is detailed as to the particularservice or category of services. The independent auditor and management arerequired to periodically report to the Audit Committee regarding the extent ofservices provided by the independent auditor in accordance with thispre-approval.

 

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**PART IV**

**ITEM 15.****       EXHIBITS,FINANCIAL STATEMENT SCHEDULES**

        (a)(1-2)   *Index to Financial Statements andFinancial Statement Schedule*

The information required in this item was included inthe registrant’s Annual Report on Form 10-K filed with the Commission on March16, 2005. See the Index to Financial Statements and Financial StatementSchedule on page 45 of the Form 10-K as originally filed.

 

                (a)(3)       The following exhibits are filed as partof this Annual Report on Form 10-K/A.

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1             |       | Inamed’s Restated Certificate of Incorporation, as  amended December 22, 1998. (Incorporated herein by reference to Exhibit 3.1  of Inamed’s Annual Report on Form 10-K filed with the Commission on March 29,  1999.                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2             |       | Inamed’s By-Laws, as amended December 22, 1998.  (Incorporated herein by reference to Exhibit 3.2 of Inamed’s Annual Report on  Form 10-K filed with the Commission on March 29, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3             |       | Amended and Restated Rights Agreement, dated as of  November 16, 1999, by and between Inamed Corporation and U.S. Stock Transfer  Corporation, as Rights Agent. (Incorporated herein by reference to Exhibit  4.1 of Inamed’s Current Report on Form 8-K filed with the Commission on  November 19, 1999.)                                                                                                                                                                                                                                                                                                                                  |
| 4.4             |       | Amendment No. 1 to Amended and Restated Rights  Agreement, dated as of December 22, 1999, by and among Inamed Corporation,  Appaloosa Management LP and U.S. Stock Transfer Corporation, as Rights Agent.  (Incorporated by reference to Exhibit 4.1 of Inamed’s Current Report on Form  8-K filed with the Commission on December 30, 1999.)                                                                                                                                                                                                                                                                                          |
| 4.5             |       | Amendment No. 2 to Amended and Restated Rights  Agreement, dated as of April 1, 2002, by and between Inamed Corporation and  U.S. Stock Transfer Corporation, as Rights Agent. (Incorporated herein by  reference to Exhibit 4.5 of Inamed’s Annual Report on Form 10-K filed with  the Commission on March 29, 2002.)                                                                                                                                                                                                                                                                                                                 |
| 4.6             |       | Letter Agreement by and between Inamed Corporation  and Appaloosa Management LP regarding Rights Agreement. (Incorporated herein  by reference to Exhibit 4.6 of Inamed’s Annual Report on Form 10-K filed with  the Commission on March 29, 2002.)                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.7             |       | Form of Specimen Stock Certificate (Incorporated  herein by reference to Exhibit 4.3 of Inamed’s Registration Statement on Form  S-3 filed with the Commission on March 29, 1996).                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.6#           |       | Option agreement for Nicholas L. Teti, dated July  23, 2001. (Incorporated herein by reference to Exhibit 10.6 of Inamed’s  Annual Report on Form 10-K filed with the Commission on March 29, 2002.)                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7#           |       | Option agreement for Hani Zeini, dated September 28,  2001. (Incorporated herein by reference to Exhibit 10.7 of Inamed’s Annual  Report on Form 10-K filed with the Commission on March 29, 2002.)                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.8#           |       | Employment agreement with Nicholas L. Teti dated as  of July 23, 2001. (Incorporated herein by reference to Exhibit 10.7 of  Inamed’s Quarterly Report on Form 10-Q filed with the Commission on November  14, 2001.)                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.9            |       | Standard Industrial Lease—Multi-Tenant, Full, Net,  dated October 27, 1993, by and between the Equitable Life Assurance Society  of the United States and Collagen Corporation, as amended by Amendment Number  One, dated July 8, 1995, and Second Amendment to Lease, dated August 7, 1998,  by and between AMB Property, L.P., Successor-in-Interest to the Equitable  Life Assurance Society of the United States and Collagen Corporation, for  48340 Milmont Drive, Fremont, California (Incorporated herein by reference to  Exhibit 10.9 to Inamed’s Annual Report on Form 10-K filed with the Commission  on March 29, 2002). |
| 10.10           |       | Lease dated May 23, 1989 by and between Ekwill Partners,  Ltd. and McGhan Medical Corporation, as amended by First Amendment of Lease  dated August 20, 1992, and Second Amendment of Lease dated May 8, 1996, for  5540 Ekwill Street, Santa Barbara, California.                                                                                                                                                                                                                                                                                                                                                                               |

 

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| 10.11  |   | Lease Agreement, dated May 1, 1996, by and between  Ekwill Partners, Ltd. and McGhan Medical Corporation, as amended by First  Amendment to Lease Agreement dated May 4, 1996 and Second Amendment to Lease  Agreement dated May 21, 2002, for 5520 Ekwill Street, Santa Barbara,  California.                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12  |   | Lease Agreement by and between Zona Franca  Metropólitana, S.A., and McGhan Medical Corporation dated as of May 13, 1999  for Leased Premises in Barreal de Heredia, within Metro Free Zone, Costa  Rica. (Incorporated herein by reference to Exhibit 10.12 of Inamed’s Annual  Report on Form 10-K filed with the Commission on March 29, 2002.)                                                 |
| 10.13  |   | Contract of Operation by and between La Promotora de  Comércio Exterior de Costa Rica and McGhan Médico, S.A., dated November 30,  1999. (Incorporated herein by reference to Exhibit 10.13 of Inamed’s Annual  Report on Form 10-K filed with the Commission on March 29, 2002.)                                                                                                             |
| 10.15  |   | Lease by and between Rockber Partners, LLC, and  McGhan Medical Corporation dated as of November 16, 1999 for 71 South Los  Carneros, Santa Barbara, California. (Incorporated herein by reference to  Exhibit 10.15 of Inamed’s Annual Report on Form 10-K filed with the  Commission on March 29, 2002.)                                                                                              |
| 10.17  |   | Sub-Lease by and between the Industrial Development Authority  and McGhan Limited dated as of August 29, 1990 for Kilbride Industrial  Estate, Arklow, County Wicklow, Ireland. (Incorporated herein by reference to  Exhibit 10.17 of Inamed’s Annual Report on Form 10-K filed with the  Commission on March 29, 2002.)                                                                               |
| 10.19  |   | Lease Agreement by and between Allman Equities  Limited and Chamfield Limited dated as of September 20, 1994 for Kilbride  Industrial Estate, Arklow, County Wicklow, Ireland. (Incorporated herein by  reference to Exhibit 10.19 of Inamed’s Annual Report on Form 10-K filed with  the Commission on March 29, 2002.)                                                                                |
| 10.20  |   | Agreement by and between Allman Equities Limited and  Chamfield Limited dated as of September 25, 1994 for the right to surrender  that Lease dated September 20, 1994 for Kilbride Industrial Estate, Arklow,  County Wicklow, Ireland. (Incorporated herein by reference to Exhibit 10.20  of Inamed’s Annual Report on Form 10-K filed with the Commission on March 29,  2002.)                      |
| 10.26  |   | Standard Industrial/Commercial Single-Tenant Lease  dated November 1, 1997 by and between Eleanor H. Simpson, Trustee for the  Eleanor H. Simpson Trust dated as of June 28, 1977 and BioEnterics  Corporation for 1125 Mark Avenue, Carpinteria, California. (Incorporated  herein by reference to Exhibit 10.26 of Inamed’s Annual Report on Form 10-K  filed with the Commission on March 29, 2002.) |
| 10.39  |   | United States Distribution agreement dated June 14,  1996 between Biomatrix, Inc. and Collagen Corporation. (Incorporated herein  by reference to Exhibit 10.39 of Inamed’s Quarterly Report on Form 10-Q filed  with the Commission on August 19, 2002.)                                                                                                                                               |
| 10.40  |   | International Distribution agreement dated June 14,  1996 between Biomatrix, Inc. and Collagen Corporation. (Incorporated herein  by reference to Exhibit 10.39 of Inamed’s Quarterly Report on Form 10-Q filed  with the Commission on August 19, 2002.)                                                                                                                                               |
| 10.41* |   | Development Agreement and Amendment to United States  Distribution Agreement dated September 30, 2002 between Genzyme Biosurgery  Corporation and Inamed Corporation. (Incorporated herein by reference to  Exhibit 10.41 of Inamed’s Quarterly Report on Form 10-Q filed with the  Commission on November 14, 2002.)                                                                                   |
| 10.42  |   | Transition and Advisory Agreement dated July 2002 by  and between Richard G. Babbitt and BIA Advisors, Inc. and Inamed Corporation.  (Incorporated herein by reference to Exhibit 10.42 of Inamed’s Quarterly  Report on Form 10-Q filed with the Commission on November 14, 2002.)                                                                                                                     |
| 10.43# |   | Employment Agreement by and between Inamed  Corporation and Robert Vaters, dated January 21, 2003. (Incorporated herein  by reference to Inamed’s Quarterly Report on Form 10-Q filed with the  Commission on August 14, 2003.)                                                                                                                                                                         |
| 10.44  |   | Credit Agreement, dated as of July 25, 2003, by and  among Inamed, certain of its subsidiaries and the Lenders set forth on the signature  page to the Credit Agreement. (Incorporated herein by reference to Exhibit  99.1 of Inamed’s Form 8-K filed with the Commission on August 8, 2003.)                                                                                                          |
| 10.45  |   | Security Agreement, dated as of July 25, 2003, by  and among Inamed, certain of its subsidiaries and the Lenders set forth on  the signature page of the Security Agreement. (Incorporated herein by  reference to Exhibit 99.2 of Inamed’s Form 8-K filed with the Commission on  August 8, 2003.)                                                                                                     |

 

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| 10.46#  |   | Inamed Corporation 2000 Employee Stock Purchase Plan  restated as of May 12, 2003. (Incorporated herein by reference to Annex A of  Inamed’s 2003 Proxy Statement on Schedule 14A filed with the Commission on  June 13, 2003.)                                                                                                              |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.47#  |   | Inamed Corporation 2003 Restricted Stock Plan (as  amended). (Incorporated herein by reference to Annex B of Inamed’s 2003 Proxy  Statement on Schedule 14A filed with the Commission on June 13, 2003.)                                                                                                                                     |
| 10.48#  |   | Inamed Corporation 2003 Restricted Stock Plan (as  amended). (Incorporated herein by reference to Annex B of Inamed’s 2003 Proxy  Statement on Schedule 14A filed with the Commission on June 13, 2003.)                                                                                                                                     |
| 10.49#  |   | Employment Agreement by and between Inamed  Corporation and Joseph A. Newcomb, dated August 1, 2003. (Incorporated herein  by reference to Inamed’s Quarterly Report on Form 10-Q filed with the  Commission on November 14, 2003.)                                                                                                          |
| 10.50*  |   | Settlement Agreement dated as of June 21, 2004 by  and between Ethicon Endo-Surgery, Inc., Lubomyr I. Kuzmak, M.D., Inamed  Corporation, Inamed Development Company and BioEnterics Corporation  (Incorporated herein by reference to Exhibit 10.50 to Inamed’s Quarterly  Report on Form 10-Q filed with the Commission on August 9, 2004). |
| 10.51#  |   | Amended and Restated Employment Agreement dated as  of October 18, 2004 by and between Inamed Corporation and Nicholas Teti  (Incorporated herein by reference to Exhibit 10.51 to Inamed’s Current Report  on Form 8-K filed with the Commission on November 4, 2004).                                                                      |
| 10.52** |   | Amended and Restated United States Distribution  Agreement dated November 29, 2004 by and between Inamed Medical Products  Corporation and Genzyme Corporation. (Incorporated herein by reference to  Exhibit 10.52 to Inamed’s Annual Report on Form 10-K filed with the  Commission on March 16, 2005).                                    |
| 10.53#  |   | Inamed Corporation 1998 Stock Option Plan  (Incorporated herein by reference to Exhibit 10.32 to Inamed’s Annual Report  on Form 10-K filed with the Commission on March 29, 2002).                                                                                                                                                          |
| 10.54#  |   | Inamed Corporation 2000 Stock Option Plan  (Incorporated herein by reference to Exhibit 10.34 to Inamed’s Annual Report  on Form 10-K filed with the Commission on March 29, 2002).                                                                                                                                                          |
| 10.55#  |   | Inamed Corporation 2004 Performance Stock Option  Plan (Incorporated herein by reference to Inamed’s Definitive Proxy Statement  on Schedule 14A filed with the Commission on April 29, 2004).                                                                                                                                               |
| 10.56   |   | Lease Agreement dated October 1, 2002 by and between  General Electric Capital Corporation and Inamed Corporation, as amended by  Amendment to Facility Lease, dated October 1, 2002, for 48490 Milmont Drive,  Fremont, California.                                                                                                              |
| 10.57#  |   | Inamed Corporation Non-Employee Director Stock  Option Plan (Incorporated herein by reference to Exhibit 10.31 to Inamed’s  Annual Report on Form 10-K filed with the Commission on March 29, 2002).                                                                                                                                         |
| 10.58#  |   | Inamed Corporation 1999 Stock Option Plan.  (Incorporated herein by reference to Exhibit 10.58 to Inamed’s Annual Report  on Form 10-K filed with the Commission on March 16, 2005).                                                                                                                                                         |
| 10.59#  |   | Inamed Corporation 1999 Directors’ Stock Election  Plan (Incorporated herein by reference to Exhibit 10.33 to Inamed’s Annual  Report on Form 10-K filed with the Commission on March 29, 2002).                                                                                                                                        |
| 10.60#  |   | Employment Agreement by and between Inamed  Corporation and Hani Zeini, dated September 10, 2001.                                                                                                                                                                                                                                                 |
| 10.61#  |   | Change in Control Agreement by and between Inamed  Corporation and Hani Zeini, dated April 18, 2002.                                                                                                                                                                                                                                              |
| 10.62#  |   | Employment Agreement by and between Inamed  Corporation and Vicente Trelles, effective January 21, 2003.                                                                                                                                                                                                                                          |
| 21.0    |   | Subsidiaries of registrant.                                                                                                                                                                                                                                                                                                                       |
| 23.1    |   | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                                                              |
| 31.1    |   | Certification of Chief Executive Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                             |
| 31.2    |   | Certification of Chief Financial Officer, pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                             |
| 32.1    |   | Certification of Chief Executive Officer, pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. (Incorporated herein by  reference to Exhibit 32.1 to Inamed’s Annual Report on Form 10-K filed with  the Commission on March 16, 2005).                                                                                               |
| 32.2    |   | Certification of Chief Financial Officer, pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. (Incorporated herein by  reference to Exhibit 32.2 to Inamed’s Annual Report on Form 10-K filed with                                                                                                                                   |

 

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|   |   | the Commission on March 16, 2005). |
|--------|--------|------------------------------------|

 

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*              Portions of this exhibit (indicated byasterisks) have been omitted pursuant to an order of confidential treatment andhave been filed separately with the Commission.

**           Portions of this exhibit (indicated byasterisks) have been omitted pursuant to a request for confidential treatmentand have been filed separately with the Commission.

#              Indicates management contract orcompensatory plan.

 

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**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.
|     | INAMED CORPORATION |
|----------|--------------------|
|     |               |
|     |               |
|     | By:           | /s/ NICHOLAS L. TETI |
|     |               | Nicholas L. Teti |
| * * |               | *Chairman, President and Chief Executive Officer* |
|     |               | April 29, 2005 |

 

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