<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 0-11635
LASER PHOTONICS, INC.
--------------------------------------------------------
(Name of small business issuer specified in its charter)
Delaware 59-2058100
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6865 Flanders Drive, Suite G, San Diego, California 92121
-----------------------------------------------------------
(Address of principal executive offices, including zip code)
619-455-7030
-----------------------------------------------
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
------------------- --------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value per share
------------------------------------------------------------
(Title of Class)
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of the Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as set forth in the pages attached hereto:
1. ITEM 10 - Directors and Executive Officers of the Registrant.
2. ITEM 11 - Executive Compensation.
3. ITEM 12 - Security Ownership of Certain Beneficial Owners and
Management.
4. ITEM 13 - Certain Relationships and Related Transactions.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors of the Company currently have terms which will end at the
next annual meeting of the stockholders of the Company or until their successors
are elected and qualify, subject to their prior death, resignation or removal.
Officers serve at the discretion of the Board of Directors. There are no family
relationships among any of the Company's directors and executive officers.
The following sets forth certain biographical information concerning the
persons who have been nominated by the Board of Directors to be directors of the
Company in connection with Proposal 1 of this Proxy Statement and the current
executive officers of the Company:
<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Raymond A. Hartman Director, President and Chief 51
Executive Officer
Chaim Markheim Director, Chief Operating Officer 53
and Chief Financial Officer
John J. McAtee, Jr. Chairman of the Board of Directors 61
Alan R. Novak Director 63
Steven A. Qualls Director and Executive Vice-President- 41
East Coast Operations
</TABLE>
RAYMOND A. HARTMAN was appointed to the Board of Directors in October,
1997, and also serves as the President and Chief Executive Officer of Laser
Photonics, Inc. and AccuLase, Inc. Mr. Hartman is responsible for the
engineering and development of the excimer laser, handpieces and fiberoptics for
TMR. He also developed and obtained FDE for TMR as a sole therapy option for
CAO patients. Prior employment includes: Founder and President of Electrode
Technology, Inc., Union City, California; Vice President of Manufacturing and
Research and Development, Applied Medical Technology, Palo Alto, California.
Mr. Hartman was an Assistant Professor at The Ohio State University in Columbus
Ohio, Business Law and Marketing (Graduate School of Business); Business Policy
(Graduate School of Business) and Seapower and Maritime Affairs (ROTC). Mr.
Hartman was a Lieutenant in the United States Navy. He received his MBA from
The Ohio State University, and a BS with Honors in Chemistry at Montana State
University.
CHAIM MARKHEIM was appointed to the Board of Directors of the Company in
May, 1995. He also serves as the Company's Chief Operating Officer and Chief
Financial Officer. Mr. Markheim was a director and the Chief Operating
Officer of Helionetics, Inc. from May, 1992 until January, 1998. Mr.
Markheim acted as business consultant to a diverse group of companies,
including Helionetics, Inc., from 1985 to 1992. From 1980 to 1985, Mr.
Markheim served in various financial positions with Campbell Soup Company.
His last position was Controller of the Beverage Division (V8). From 1976 to
1980, Mr. Markheim served in a number of financial positions with Atlantic
Richfield Company (ARCO). Prior to 1976, he was employed as an auditor with
Coopers and Lybrand and Seidman & Seidman. Mr. Markheim was a licensed
Certified Public Accountant in the State of California. Mr. Markheim holds a
Bachelor of Science Degree in Accounting from California State University, at
Northridge.
2
<PAGE>
JOHN J. MCATEE, JR. has been Chairman of the Board of Directors of the
Company since March 4, 1998. From 1990 to 1996, Mr. McAtee was Vice Chairman of
Smith Barney, Inc. (now Salomon Smith Barney), one of the world's largest
banking and brokerage firms. Before that, he was a partner in the New York law
firm of Davis Polk & Wardwell for more than twenty years. Mr. McAtee is a
graduate of Princeton University and Yale Law School. Mr. McAtee is also a
director of U.S. Industries, Inc., a diversified industrial management
corporation, and Whitehall Corporation, which provides products and services to
the commercial and military markets.
ALAN R. NOVAK was appointed to the Board of Directors of the Company in
October, 1997. Mr Novak is Chairman of Infra Group, L.L.C., an international
project finance and development company. He is also Chairman of Lano
International, Inc., a real estate development company, and Chairman of
American Partners Asset Management ("Holdings") Limited, a money management
company, and a director of Strategic Partners (Holdings) Limited, an
international airport and seaport development company. Mr. Novak is a
graduate of Yale University, Yale Law School, and Oxford University as a
Marshall scholar. Mr. Novak practiced law at Cravath, Swaine & Moore and
Swidler & Berlin, Chartered. His public service includes a U.S. Supreme
court clerkship with Justice Potter Stewart, Senior Counsel, Senator E. M.
Kennedy, Senior Executive Assistant to Undersecretary of State, Eugene
Rostow, and Executive Director, President Johnson's Telecommunications Task
Force. Mr. Novak was appointed by President Carter and served for five years
as Federal Fine Arts Commissioner.
STEVEN A. QUALLS was appointed to the Board of Directors of the Company in
May, 1995. Mr. Qualls has been an employee of the Company since 1987 and
currently serves as the Company's Executive Vice President. He previously served
as the Company's General Manager, Chief Operating Officer, President and Chief
Executive Officer. Mr. Qualls holds an MBA from the Crummer Graduate School of
Business at Rollins College in Winter Park, Florida, and received a BS in
Physics from the University of Central Florida.
3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
of certain of the Company's executive officers, including the Company's Chief
Executive Officer and all executive officers (the "Named Executives") whose
total annual salary and bonus exceeded $100,000, for the years ended December
31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
----------------------------------------- ----------------------------------------
Awards Payouts
- --------------------------------------------------------------------------------------------------------------------------
Name and Restricted Securities
principal Other annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) Options/SARs payouts compensation
($) ($) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven A. Qualls
(CEO)(1) 1997 $75,000 0 0 0 0 0 0
Raymond A.
Hartman (CEO)(2) 1997 $125,000(3) 0 0 0 270,250 0 0
Raymond A.
Hartman 1996 $125,000(3) 0 0 0 60,000 0 0
Steven A. Qualls
(CEO) 1996 $75,000 0 0 $15,000 60,000 0 0
Paul Cattermole
(CEO) 1995 0 0 0 0 0 0 0
</TABLE>
(1) Mr. Qualls served as the Company's Chief Executive Officer until
October, 1997.
(2) Mr. Hartman became the Company's Chief Executive Officer in October,
1997.
(3) Includes paid and accrued salary for each such fiscal year.
4
<PAGE>
OPTION/SAR GRANTS TABLE
The following table sets forth certain information concerning grants of
stock options to certain of the Company's executive officers, including the
Named Executives for the year ended December 31, 1997:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- ---------------------------------------------------------------------------------------------------------
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS/
OPTIONS/ SARS EXERCISE
SARS GRANTED TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SHARE) DATE 5% ($) 10%($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Raymond A. Hartman(2) 250,000 75.6% $0.50 10/1/02 $842,500 $1,025,000
Raymond A. Hartman 20,250 6.1% $1.25 8/14/02 $ 46,980 $61,763
</TABLE>
- ----------------------
1. This chart assumes a market price of $2.94 for the Common Stock, the
average of the bid and asked prices for the Company's Common Stock in the
over-the-counter market as of April 13, 1998, as the assumed market price for
the Common Stock with respect to determining the "potential realizable value" of
the shares of Common Stock underlying the options described in the chart, as
reduced by any lesser exercise price for such options. Each of the options
reflected in the chart was granted at exercise prices which the Company believes
to have been determined at the fair market value as of the date of grant.
Further, the chart assumes the annual compounding of such assumed market price
over the relevant periods, without giving effect to commissions or other costs
or expenses relating to potential sales of such securities. The Company's
Common Stock has a very limited trading history. These values are not intended
to forecast the possible future appreciation, if any, price or value of the
Common Stock.
2. These options will vest in the event that certain performance levels
are reached with respect to the development of the Company's lasers.
OPTION EXERCISES IN 1997
No Named Executive exercised any stock option in 1997.
1995 NON QUALIFIED OPTION PLAN
On January 2, 1996, the Company adopted the Company's 1995 Non Qualified
Option Plan for key employees, officers, directors and consultants, and reserved
up to 500,000 options to be granted thereunder. The option exercise price is not
less than 100% of market value on the date granted, 40% of granted options
5
<PAGE>
vest immediately, and may be exercised immediately; 30% vest and may be
exercised beginning one year after grant; and the remaining 30% vest and may be
exercised beginning two (2) years from grant.
No options may be exercised more than ten (10) years after grant, options
are not transferable (other than at death), and in the event of complete
termination "for cause" (other than death or disability) or "voluntary"
termination, all "unvested" options automatically terminate.
On January 2, 1996, the Company granted a total of 335,000 options at an
exercise price of $1.50 per share to certain directors, employees and
consultants.
LIMITATION ON DIRECTORS' LIABILITIES; INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation and Bylaws designate the
relative duties and responsibilities of the Company's officers, establish
procedures for actions by directors and stockholders and other items. The
Company's Certificate of Incorporation and Bylaws also contain extensive
indemnification provisions which will permit the Company to indemnify its
officers and directors to the maximum extent provided by Delaware law. Pursuant
to the Company's Certificate of Incorporation and under Delaware law, directors
of the Company are not liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty, except for liability in connection with a
breach of duty of loyalty, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for dividend
payments or stock repurchases illegal under Delaware law or any transaction in
which a director has derived an improper personal benefit.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Company has no compensatory plans or arrangements which relate to the
resignation, retirement or any other termination of an executive officer or key
employee with the Company or a change in control of the Company or a change in
such executive officer's or key employee's responsibilities following a change
in control.
COMPENSATION AND AUDIT COMMITTEES; COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The Board has a Compensation Committee comprised of the following
members of the Board of Directors: John J. McAtee, Jr. and Alan R. Novak, and
an Audit Committee comprised of the following members of the Board of
Directors: Chaim Markheim, John J. McAtee, Jr. and Alan R. Novak. Messrs.
McAtee and Novak may be deemed to be outside/non-employee directors. The
Board has no standing committee on nominations or any other committees
performing equivalent functions.
The Compensation Committee reviews and approves the annual salary and
bonus for each executive officer (consistent with the terms of any applicable
employment agreement), reviews, approves and recommends terms and conditions
for all employee benefit plans (and changes thereto) and administers the
Company's stock option plans and such other employee benefit plans as may be
adopted by the Company from time to time.
6
<PAGE>
The Audit Committee reports to the Board regarding the appointment of the
independent public accountants of the Company, the scope and fees of the
prospective annual audit and the results thereof, compliance with the Company's
accounting and financial policies and management's procedures and policies
relative to the adequacy of the Company's system of internal accounting
controls.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and beneficial holders of more than 10% of the Company's
Common Stock to file with the Commission initial reports of ownership and
reports of changes in ownership and reports of changes in ownership of such
equity securities of the Company. Based solely upon a review of such forms, or
on written representations from certain reporting persons that no other reports
were required for such persons, except for those reports discussed in the next
paragraph, the Company believes that all reports required pursuant to Section
16(a) with respect to its executive officers, directors and 10% beneficial
stockholders for the ended December 31, 1997 were timely filed.
To the Company's knowledge, during the year ended December 31, 1997, the
following persons failed to file the reports set forth below in a timely manner
due to administrative error: (i) Raymond A. Hartman, Chief Executive Officer and
a director, failed to file a Form 3 for the month of October, 1997; (ii) Chaim
Markheim, Chief Financial Officer and Chief Operating Officer, failed to file a
Form 4 for the months of August and November, 1997; and (iii) Alan R. Novak, a
director, failed to file a Form 3 for the month of October, 1997. These
reports subsequently were filed with the Commission by Messrs. Hartman and
Markheim in April, 1998, and by Mr. Novak in March, 1998.
Further, to the Company's knowledge, the following persons filed the
reports set forth below in April, 1998, which were previously delinquent due to
administrative error: (i) Chaim Markheim - Form 3 (May, 1995) and Form 4
(February, 1996 and October, 1996), and (ii) Steven A. Qualls - Form 3 (May,
1995) and Form 4 (February, 1996 and October, 1996).
To the Company's knowledge, all other filing requirements of executive
officers and directors were timely complied with during the year ended December
31, 1997.
COMPENSATION OF DIRECTORS
Outside/non-employee members of the Board of Directors will receive
options to purchase up to 20,000 shares of Common Stock as compensation, on
an annual basis, at an exercise price equal to the market price of the Common
Stock on the last trading day of the preceding year. The options will vest at
the rate of 5,000 options per quarter during each quarter in which such
person served as a member of the Board of Directors. The Company granted, to
each of John J. McAtee, Jr. and Alan R. Novak, options to purchase up to
20,000 shares of Common Stock at an exercise price of $2.875 per share for
services to be rendered during the year ending December 31, 1998.
The Company has obtained directors' and officers' liability insurance
with a $2,500,000 limit of liability and a $2,500,000 excess coverage. The
policy period expires on February 24, 1999. The Company intends to renew
such policy or obtain comparable coverage after the expiration of such
policy. However, there can be no assurances to this effect.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table reflects, as of April 13, 1998, the beneficial Common
Stock ownership of: (a) each director of the Company, (b) each Named Executive
(See "Executive Compensation"), (c) each person known by the Company to be a
beneficial holder of five percent (5%) or more of its Common Stock, and (d) all
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS NO. OF
OF BENEFICIAL OWNER SHARES PERCENT#
- ------------------- ------ --------
<S> <C> <C>
Chaim Markheim(1) 320,250 3.34
Raymond A. Hartman(2) 340,250 3.65
Steven A. Qualls(3) 70,666 *
Alan R. Novak(4) 105,000 1.12
John J. McAtee, Jr.(5) 204,000 2.17
Calvin Hori and Hori 933,100 10.06
Capital Management, Inc.(6)
Platinum Partners, L.P.(6) 759,000 8.18
All directors and
officers as a group(5 persons)(7) 1,040,166 10.49
</TABLE>
- --------------------------------------
(FOOTNOTES ON THE FOLLOWING PAGE)
# Pursuant to the rules of the Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.
* Less than 1%.
8
<PAGE>
(FOOTNOTES FROM PREVIOUS PAGE)
1. Includes options to purchase up to 320,250 shares of Common Stock.
Mr. Markheim's address is 6865 Flanders Drive, Suite G, San Diego, California
92121.
2. Includes options to purchase up to 80,250 shares of Common Stock
registered in his name and options to purchase up to 10,000 shares of Common
Stock registered in the name of his wife, Sandra Hartman. Also includes
options to purchase up to 250,000 shares of Common Stock which may vest
subject to certain events. Mr. Hartman's address is 6865 Flanders Drive,
Suite G, San Diego, California 92121.
3. Includes 10,666 shares of Common Stock and options to purchase up to
60,000 shares of Common Stock. Mr. Qualls' address is 12351 Research Parkway,
Orlando, Florida 32826.
4. Includes 28,601 shares of Common Stock and options to purchase up
to 76,399 shares of Common Stock. Does not include options to purchase up to
15,000 shares of Common Stock which may vest subject to certain schedules.
Mr. Novak's address is 3050 K Street, NW, Suite 105, Washington, D.C. 20007.
5. Includes 99,000 shares of Common Stock and options to purchase up
to 105,000 shares of Common Stock. Does not include options to purchase up
to 15,000 shares of Common Stock which may vest subject to certain schedules.
Mr. McAtee's address is Two Greenwich Plaza, Greenwich, Connecticut 06830.
6. The listed persons, Calvin Hori ("Hori"), Hori Capital Management,
Inc. ("Hori Capital") and Platinum Partners, L.P. ("Platinum") have jointly
filed an Amendment No. 1 to Schedule 13D (the "Schedule 13D"), dated December 1,
1997, with respect to 933,100 shares of Common Stock. The Schedule 13D
provides, in pertinent part, that: (a) Hori, Hori Capital and Platinum may be
deemed to be the beneficial owners of 759,000 of these shares, and (b) Hori and
Hori Capital may be deemed to be the beneficial owners of an additional 174,100
of these shares. The address for each of the listed persons is One Washington
Mall, Boston, Massachusetts 02108.
7. Includes 148,267 shares of Common Stock and options to purchase up
to 641,899 shares of Common Stock. Also includes options to purchase up to
250,000 shares of Common Stock which may vest subject to certain events. Does
not include options to purchase up to 30,000 shares of Common Stock which may
vest subject to certain schedules. See "Certain Relationships and Related
Transactions."
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
CONVERSION OF CONVERTIBLE DEBT
In 1995, the Company sold an aggregate of $600,000 in six month
convertible, secured notes in a private transactions pursuant to exemption from
registration under Regulation S promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Company also issued to such persons
warrants to purchase up to 500,000 shares of Common Stock which expired in 1995
due to the Company's meeting of certain filing requirements. The noteholders
were also granted a transferable one year option to purchase 134,000 additional
shares at $2.25 per share, and 134,000 shares at $3.00 per share, which were
exercised in 1996, and 137,000 shares at $3.75 per share, which expired without
exercise. In February and April, 1996, the notes were converted into an
aggregate of 538,583 shares of Common Stock at a conversion price of $0.96 per
share. In April, 1996, an additional 30,000 shares were issued pursuant to
Regulation S as payment of past due rent valued at $60,000.
CERTAIN ISSUANCES TO FORMER AFFILIATES
In February, 1996, the Company issued 25,000 shares of Common Stock to
Susan E. Barnes, the wife of Bernard B. Katz, a former director and Chairman of
the Board of the Company, in consideration for her personal guaranty of $81,000
in lease obligations associated with the Company's Andover facility lease. In
February, 1996, the Company agreed to issue to Ms. Barnes 50,000 shares of
Common Stock for services she arranged to provide in connection with raising
$1.5 million to finance the Company's emergence from the Bankruptcy Proceeding,
at a value of $1.00 per share. In October, 1996, the Company issued an
additional 100,000 shares of Common Stock to Ms. Barnes in connection with her
further personal guaranty of the Andover lease and lease extension, after the
lease went into default and the landlord was threatening immediate eviction.
This second personal guaranty was secured by a pledge of 391,360 shares of her
personally owned Helionetics, Inc. common stock.
ISSUANCE OF SHARES AND OPTIONS TO KEY EMPLOYEES AND CONSULTANTS
On January 2, 1996, the Company adopted the Company's 1995 Non Qualified
Option Plan for key employees, officers, directors and consultants, and reserved
up to 500,000 options to be granted thereunder. On January 2, 1996, the Company
granted a total of 335,000 options at an exercise price of $1.50 per share to
certain directors, employees and consultants.
During 1996, the Company issued 151,000 shares of Common Stock and options
to purchase up to 62,500 shares of Common Stock in exempt transactions to key
employees and consultants for services rendered and as compensation. Included
were issuances to certain current and former officers and directors for services
rendered, as follows: (i) Steven A. Qualls (10,000 shares), (ii) Chaim Markheim
(5,000 shares), and (iii) Maxwell Malone (5,000 shares).
During 1997, the Company issued a total of 105,000 shares of Common Stock
to an outside consultant to the Company for legal services rendered. In
addition, the Company issued options to acquire 250,000 shares of Common Stock
at an exercise price of $0.50 per share and having a five year term, contingent
upon certain performance contingencies in the future, to Raymond A. Hartman.
On July 1, 1997, the Company granted a total of 108,500 options at an
exercise price of $1.00 per share to certain employees and consultants. On
October 21, 1997, the Company issued options to purchase up to 20,000 shares of
Common Stock at an exercise price of $1.00 per share to a former director of the
Company. In October, 1997, in satisfaction of all compensation owed by the
Company to K.B. Equities, Inc. ("KB Entities"), an affiliate of Mr. Katz and Ms.
Barnes, for consulting services rendered to the Company in 1997, the Board of
Directors granted options to acquire 100,000 shares of Common Stock to K.B.
Equities at an
10
<PAGE>
exercise price of $0.75 per share, and with a term of seven years. Mr. Katz
resigned from the Board of Directors of the Company on October 9, 1997.
In August, 1997, the Company issued options to purchase up to 211,899
shares of Common Stock to the following persons, who are currently officers and
directors of the Company, at an exercise price of $1.25 per share with a term of
five (5) years: (i) Chaim Markheim (20,250 options), (ii) Raymond A. Hartman
(20,250 options), (iii) Alan R. Novak (71,399 options), and (iv) John J. McAtee,
Jr. (100,000 options).
In April, 1998, the Company issued options to Chaim Markheim to purchase up
to 250,000 shares of Common Stock at an exercise price of $2.875 per share with
a five (5) year term.
CERTAIN ISSUANCES OF SECURITIES
In September and October, 1997, the Company privately sold a total of
679,500 restricted shares of Common Stock in a private placement to certain
accredited investors at a price of $1.25 per share. The Company sold an
additional 28,601 shares at a price of $1.25 per share in the first quarter of
1998. These funds were used in part to pay outstanding accounts payable and to
make a partial payment on delinquent Federal and State taxes outstanding.
In September, 1997, Pennsylvania Merchant Group, Ltd. ("PMG"), purchased
from Helionetics, with approval of the Federal Bankruptcy Court in the pending
Helionetics Chapter 11 Bankruptcy proceeding, all debt owed by AccuLase to
Helionetics, for a purchase price of $1,000,000. In October, 1997, the Company
purchased the debt owing by AccuLase, in the amount of $2,159,708 from PMG in
consideration of 800,000 shares of Common Stock.
In November, 1997, the Company issued 1,500,000 shares of Common Stock and
750,000 warrants (the "Warrants"), with an exercise price of $4.00 per share and
a term of five (5) years, in a private placement to certain accredited investors
resulting in gross proceeds of $6,000,000 to the Company. The Company also
issued 150,000 Warrants and paid a commission of $480,000 to PMG as a placement
agent fee.
The 3,008,101 shares and the 900,000 Warrants issued from September through
November, 1997, and the 28,601 shares issued in 1998 are intended to be, the
subject of a currently pending registration statement filed with the Commission.
Except as otherwise provided above, the Company believes each of the
foregoing issuances of securities was made to accredited investors in
transactions exempt from registration under Section 4(2) of the Securities Act.
The Company believes that all such transactions with affiliates of the
Company have been entered into on terms no less favorable to the Company than
could have been obtained from independent third parties. The Company intends
that any transactions and loans with officers, directors and five percent (5%)
or greater stockholders, following the date of this Report, will be on terms no
less favorable to the Company than could be obtained from independent third
parties and will be approved by a majority of the independent, disinterested
directors of the Company.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 30, 1998 LASER PHOTONICS, INC.
By: /s/ Raymond A. Hartman
-------------------------------------
Raymond A. Hartman
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated below.
LASER PHOTONICS, INC.
Dated: April 30, 1998 By: /s/ Raymond A. Hartman
-----------------------------------------------
Raymond A. Hartman
President, Chief Executive Officer
and Director
Dated: April 30, 1998 By: /s/ Chaim Markheim
-----------------------------------------------
Chaim Markheim
Director, Chief Operating Officer and Chief
Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
Dated: April 30, 1998 By: /s/ Steven A. Qualls
-----------------------------------------------
Steven A. Qualls
Director and Executive Vice President
Dated: April 30, 1998 By: /s/ Alan R. Novak
-----------------------------------------------
Alan R. Novak
Director
Dated: April 30, 1998 By: /s/ John J. McAtee, Jr.
-----------------------------------------------
John J. McAtee, Jr.
Chairman of the Board of Directors
12
