UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2000
SurgiLight, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-24897 35-1990562
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
12001 Science Dr. Suite 140, Orlando, FL 32826
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, with area code (407) 482-4555
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENT.
The Company announced the replacement of its Chief Financial Officer. Ms.
Rachel Siu, CPA has accepted the position of part-time, interim Chief
Financial Officer. Ms. Siu became a Certified Public Accountant (CPA) in
1983 and received her M.B.A. from the University of Central Florida in 1985
and has been in private practice since 1985.
The Company announced it has appointed Richard Ajayi, Ph.D., to its
Board of Directors. Dr. Ajayi is currently an Associate Professor of
Finance at the University of Central Florida, Orlando, Florida. He received
his Ph.D. in Business Administration majoring in Finance and International
Business, and an M.B.A. in Actuarial Science and Insurance from Temple
University, Philadelphia, Pennsylvania and his B.Sc. (Honors) in Mathematics
from University of Ife, Nigeria. Dr. Ajayi has accepted the position and
will serve as Chairperson of the Corporate Audit committee and oversee
various other Corporate sub-committees.
The Company announced on June 27, 2000 Laser Photonics filed suite
against the Company in Orange County, Florida for misappropriation and use
of trade secrets and other confidential information. The Company asserts
that these allegations are completely false, have no merit and intends to
vigorously challenge the claims.
The Company also decided to unwind, and not to move forward with the
acquisition of IR-Vision. The Company was at one time interested in
acquiring IR-Vision, another laser based company in the field of
Ophthalmology. Due to the inability to reach a fair and equitable deal, the
Company decided it was in their best interest to unwind the deal and not
move forward with this acquisition. The Company believes that it would be
more economical to develop an OPO laser based system in-house. If the
Company decides to develop this type of system, it would negotiate a license
from a third party to use the system in Ophthalmology.
The Company recently concluded a Joint Venture Agreement to assemble the
MicraLight Escan 2020 (formerly the SurgiLight UV-195 scanning excimer
laser) in the United Kingdom. The Company believes that this Agreement
should enhance its sales in countries that require the CE mark outside the
Untied States and create opportunities that were not available prior to this
Agreement.
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The Company announced that the Board of Directors has authorized the
repurchase of up to 100,000 shares of the Company's common stock on the open
market. The timing and amounts of any stock repurchase will depend on many
factors, including the market price of the common stock and overall market
conditions. The repurchase program is expected to continue through the end
of 2000, unless extended by the Board of Directors. At current price
levels, the Company believes the stock is undervalued. The repurchase of
the common stock is in the best interests of our stockholders, and will
provide significant value over the long term. We remain confident in the
underlying strengths of our IR-laser technology for presbyopia and its huge
market potential.
The Company announced that it had confirmed a $3 million investment by
the United Kingdom-based firm, Global Emerging Markets, Inc. GEM is an
investment group specializing in private equity investments, has entered
into a commitment with the Company to fund additional capital of $3 million.
GEM sources its investments from its three operating offices based in New
York, London and Beijing and specializes in opportunities offered by
selected emerging technologies and economies on a global basis. GEM's
activities are based on a thorough knowledge and understanding of market
conditions on both the macro and micro level. Since March, 2000 the Company
has raised a total of $4.2 million, which includes $1.2 million from an
accredited investor and the $3 Million from GEM. The Company believes that
these additional funds shall provide sufficient working capital for the next
18-24 months.
The Company appointed new members to its Stock Option and Audit Committees.
The Stock Option Committee will be Chaired by Lee Chow, Ph.D., and will
consist of J. T. Lin, Ph.D., and Timothy J. Shea, and Richard Ajayi, Ph.D.,
(Dr. Ajayi will consult on an as needed basis). The Audit Committee will be
Chaired by Richard Ajayi, Ph.D., and will consist of J. S. Yuan, Ph.D.,
Robert Clements and Richard Reffner.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Not applicable
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: July 20, 2000
SurgiLight, Inc.
By: /s/J.T. Lin
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J.T. Lin, President and CEO
Chairman of Board Directors
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