<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
Amendment No. 1
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
LASER PHOTONICS, INC.
---------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with the preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________
3) Filing Party:
_____________________________________
4) Date Filed:
_____________________________________
<PAGE>
LASER PHOTONICS, INC.
A DELAWARE CORPORATION
EXECUTIVE OFFICES
2431 IMPALA DRIVE
CARLSBAD, CALIFORNIA 92008
(760) 602-3300
------------------------
NOTICE OF ACTION TAKEN BY CONSENT OF STOCKHOLDERS
------------------------
TO THE STOCKHOLDERS OF LASER PHOTONICS, INC.:
The holders of 4,764,241 shares, or 51.53%, of the issued and
outstanding common stock, par value $0.01 per share (the "Common Stock") of
Laser Photonics, Inc., a Delaware corporation (the "Company"), have considered,
voted on and adopted the following proposal by written consent in lieu of a
meeting pursuant to Section 228(a) of the Delaware General Corporation Law, as
of February 4, 1998:
PROPOSAL TO BE ADOPTED
(1) To adopt and approve a Certificate of Amendment to the Certificate
of Incorporation of the Company which generally has the effect of increasing the
authorized number of shares of Common Stock of the Company from 10,000,000
shares to 15,000,000 shares.
This proposal will become effective not less than twenty (20) calendar
days after the mailing of this Information Statement to the Company's
stockholders.
-----------------------
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND
YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT
-----------------------
LASER PHOTONICS, INC.
By: /s/ Chaim Markheim
----------------------------
Chaim Markheim
Chief Financial Officer
Carlsbad, California
DATED: May 12, 1999
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
2
<PAGE>
LASER PHOTONICS, INC.
A DELAWARE CORPORATION
EXECUTIVE OFFICES
2431 IMPALA DRIVE
CARLSBAD, CALIFORNIA 92008
(760) 602-3300
------------------------
INFORMATION STATEMENT
FOR
ACTION TAKEN
BY CONSENT OF STOCKHOLDERS
-------------------------
This information statement (the "Information Statement") is furnished
to the stockholders of Laser Photonics, Inc., a Delaware corporation (the
"Company"), in connection with the action taken by the written consent of the
stockholders of the Company with respect to the stockholder resolution as
described elsewhere in this Information Statement.
The holders of 4,764,241 shares, or 51.53%, of the issued and
outstanding common stock, par value $0.01 per share (the "Common Stock") of the
Company considered, voted on and adopted the following proposal, as of February
4, 1998:
PROPOSAL TO BE ADOPTED
----------------------
(1) To adopt and approve a Certificate of Amendment to the
Certificate of Incorporation of the Company which generally has the
effect of increasing the authorized number of shares of Common Stock
of the Company from 10,000,000 shares to 15,000,000 shares.
This proposal will become effective not less than twenty (20) calendar days
after the mailing of this Information Statement to the Company's stockholders.
-----------------------
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND
YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT
-----------------------
RECORD DATE
Only stockholders of record at the close of business on February 4,
1998 (the "Record Date") were entitled to submit their consents to the
stockholder resolution, as described elsewhere in this Information Statement.
The Company's Common Stock is its only class of issued and outstanding voting
securities. On February 4, 1998, the Record Date fixed by the Board of
Directors, the Company had issued and outstanding 9,247,083 shares of Common
Stock. Each share of Common Stock is entitled to one vote for each share held as
of record, and there are no preemptive rights. The Company's current Certificate
of Incorporation, pursuant to Delaware law, does not allow for cumulative
voting, and therefore, stockholders were entitled to one vote per share on all
matters to be consented to by the stockholders. Shares representing at least a
majority of the voting power of the 9,247,083 shares of Common Stock issued and
outstanding on the Record Date were represented by consents of the stockholders
to constitute a quorum for conducting business.
3
<PAGE>
APPROVAL BY COMPANY'S STOCKHOLDERS; NO SOLICITATION OF CONSENTS OF PROXIES
The proposal, as described in this Information Statement, need only be
adopted by the written consent or affirmative vote of at least a majority of the
issued and outstanding shares of Common Stock of the Company. The proposal, as
described in this Information Statement, has been adopted by the written consent
of the majority of the issued and outstanding voting shares of the Company. The
Company is not soliciting consents or proxies in connection with the proposal,
as described in this Information Statement, and stockholders have no obligation
to submit either of them in connection with the mailing of this Information
Statement. Delaware law does not require that the proposal as described in this
Information Statement be approved by a majority of the disinterested
stockholders.
A total of 9,247,083 shares of Common Stock were entitled to vote on
the proposal as of February 4, 1998, as described in this Information Statement,
and the affirmative vote of at least 4,623,048 shares of Common Stock was
required to adopt each of such proposals. Section 228(a) of the Delaware General
Corporation Law requires that all actions by consent of a corporation's
stockholders be adopted by the written consent of such corporation's
stockholders having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The Company has obtained the
written consent of 4,764,241 shares, or 51.53% of the issued and outstanding
voting shares of the Company, as of February 4, 1998, in favor of the proposal
described in this Information Statement.
LIST OF STOCKHOLDERS
The list of all stockholders of record on February 4, 1998, will be
available at the offices of the Company's transfer agent, American Stock
Transfer & Trust Co., 6201 15th Avenue, Third Floor, Brooklyn, New York 10005,
for at least twenty (20) days following the mailing of the Information Statement
to the Company's stockholders.
ISSUANCES OF SECURITIES
CONVERTIBLE DEBT AND CONVERSION OF CONVERTIBLE DEBT
In 1995, the Company sold an aggregate of $500,000 in six-month
convertible secured notes in a private transaction, pursuant to an exemption
from registration under Regulation S promulgated under 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 107,000 shares at
$3.75 per share, which expired without exercise. In January 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.
4
<PAGE>
During July and August, 1998, Acculase issued $1,000,000 of 10%
Convertible Promissory Notes (the "Convertible Notes"). The Convertible Notes
were guaranteed by the Company. Interest was payable annually and could be paid
in cash or in the Company's Common Stock at the Company's option. The entire
amount of principal was automatically converted in 500,000 shares of the
Company's Common Stock, at a conversion price of $2.00 per share, on December
31, 1998. Additional shares will be issued subsequently in exchange for accrued
but unpaid interest. As of the date of this Information Statement the exact
amount of additional shares to be issued is unknown but the Company estimates
that the number will not exceed 25,000 shares. The shares issued in conversion
of the Convertible Notes are being registered on Form S-1. At December 31, 1998,
the amount of accrued and unpaid interest on the Convertible Notes was $42,009.
As of March 31, 1999, Pennsylvania Merchant Group, Ltd. ("PMG"), the
Company's investment banker, arranged for the Company to issue to various
investors $2,380,000 of units of its securities (the "Units"), each Unit
consisting of: (i) $10,000 principal amount of 7% Series A Convertible
Subordinated Notes (the "Subordinated Notes"); and (ii) common stock purchase
warrants to purchase up to 2,500 shares of Common Stock (the "Unit Warrants").
The entire principal is due and payable in one payment on the earlier of: (i)
December 15, 1999; or (ii) the date that is three business days after the
Company consummates its next equity financing (the "Subsequent Financing") in
which the Company receives net proceeds of at least $2,380,000 (the "Due Date").
Interest accruing on the Subordinated Notes through June 15, 1999 is payable on
June 15, 1999. Interest accrued as of the earlier of the Due Date or December
15, 1999, is payable on the earlier of the Due Date or December 15, 1999.
Payment of principal and interest on the Subordinated Notes is subordinate and
junior in right of payment to the prior payment in full of all senior debt of
the Company. The Subordinated Note holders may convert the Subordinated Notes
and accrued and unpaid interest thereon, if any, into shares of Common Stock at
any time prior to maturity or receipt of prepayment into shares of Common Stock
at a conversion price of $2.00 per share. The Subordinated Notes provide that
the conversion price is to be adjusted in the event that the Company issues
shares of Common Stock for consideration of less than $2.00 per share. In such
event, the per share conversion price will be adjusted to the issue price of
such additionally issued shares of Common Stock.
The Unit Warrants are exercisable into an initial 1,250 shares of
Common Stock at any time after purchase until March 31, 2004. The balance of the
Unit Warrants are exercisable into an additional 1,250 shares of Common Stock
(the "Contingent Shares") if the Unit holder has voluntarily converted at least
a portion of the principal amount of the Subordinated Note that make up a
portion of the Unit into shares of Common Stock. The amount of Contingent Shares
that may be acquired by a Unit Warrant holder will be proportionate to the ratio
of the amount of principal of the Subordinated Notes which are converted into
shares of Common Stock over the original principal amount of the Subordinated
Notes. The exercise price of the Unit Warrants will be the lower of (i) $2.00
per share of Common Stock; and (ii) the price per share of Common Stock in the
Subsequent Financing. The Unit Warrants provide that they may be adjusted in the
event that the Company issues shares of Common Stock for consideration of less
than $2.00 per share. In such event, the per share exercise price of the Unit
Warrants will be adjusted to the issue price of such additionally issued shares
of Common Stock. As of the date of this Information Statement, no adjustments
have been made. All of the shares of Common Stock underlying the Subordinated
Notes and the Unit Warrants are being registered on Form S-1.
5
<PAGE>
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, Massachusetts
facility. In February, 1996, the Company agreed to issue to Ms. Barnes 50,000
shares of Common Stock at a value of $1.00 per share for services she arranged
to provide in connection with raising $1.5 million to finance the Company's
emergence from the Bankruptcy Proceeding.
In October, 1996, the Company issued an additional 100,000 shares of
Common Stock to Ms. Barnes in connection with a second 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 common stock. The
Andover lease was subsequently terminated. The Andover lease was the only lease
of the Company guaranteed by stockholders of the Company. All guarantees of Ms.
Barnes have been terminated.
ISSUANCE OF SHARES, OPTIONS AND WARRANTS
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 shares of Common Stock for which options
could 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 at an
exercise price of $2.50 per share. 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 Don Davis, Esq. as a consultant in connection with legal services
rendered to the Company. The services included, but were not limited to, general
representation of the Company and securities disclosure work in relation to the
Company's continuing obligation to provide reports pursuant to the Exchange Act.
In addition, the Company issued to Raymond A. Hartman 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. On April 5,
1999, the Company's Board of Directors deemed all such contingencies fulfilled
and the options vested.
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 31, 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., 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
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).
6
<PAGE>
On December 15, 1997, the Company issued Warrants to PMG to purchase up
to 300,000 shares of Common Stock at an exercise price of $2.00 per share, which
expire on December 15, 2002. The Warrants were issued to PMG as compensation for
past investment banking and advisory services. The 300,000 shares underlying the
Warrants are being registered on Form S-1.
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.
In April, 1998, the Company issued options to purchase up to 100,000
shares of Common Stock, at the exercise price of $2.875 per share, with a
five-year term, and 20,000 shares of Common Stock to certain consultants for
services rendered. The 20,000 shares were issued for services rendered at a
price of $1.00 per share.
Outside/non-employee members of the Board of Directors 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 vest at the rate of 5,000
options per quarter during each quarter in which such person has served as a
member of the Board of Directors. The Company granted to John J. McAtee 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 rendered during 1998. The Company granted
to Messrs. McAtee and Novak an additional 20,000 options to purchase a like
number of shares of Common Stock at an exercise price of $2.8125 per share for
services to be rendered during 1999. Of these options, 5,000 are vested as of
the date of this Information Statement.
Upon Warwick Alex Charlton's joining the Company's Board of Directors
on March 8, 1999, he was granted options to purchase 20,000 shares of Common
Stock at an exercise price of $2.8125 per share for services to be rendered
during 1999. In addition, Mr. Charlton was granted options, all of which are
vested, to acquire up to 150,000 shares of Common Stock at $3.00 per share. Of
these options 5,000 are vested as of the date of this Proxy Statement. Upon
appointment of Steven Girgenti and Harry Mittelman to the Board of Directors on
April 20, 1999, they were each granted options to purchase 15,000 shares of
Common Stock at an exercise price of $2.8125 per share for services to be
rendered during 1999. None of these options are vested as of the date of this
Proxy Statement. In addition, Mr. Girgenti and Dr. Mittelman were each granted
options, all of which are vested, to acquire up to 50,000 shares of Common
Stock at $4.75 per share.
On October 29, 1998, the Company and Computer Science Corporation
("CSC") through CSC Healthcare-Life Sciences Practice group entered into an
agreement (the "CSC Agreement"), whereby CSC is to develop a commercial
strategy, define required execution resources and obtain required resources for
the commercial exploitation of the Company's excimer laser technology. CSC
provides consulting services to various businesses, including the Company,
regarding the introduction of medical technology for commercialization. CSC has
been compensated for its consulting services through the payment of
approximately $231,100 in fees and expenses. In addition to the fees that have
been paid in 1998, the Company is to pay to CSC an additional $157,600 as
contingent compensation at such time as the Company raises no less then
$6,000,000 in equity. Warwick Alex Charlton, Vice President of CSC is also the
Non-Executive Chairman of the Board of the Company.
In 1999, in respect of the period August, 1998, through February, 1999,
the Company granted to its current legal counsel, Matthias & Berg LLP ("M& B"),
options to acquire an aggregate of 17,864 shares of the Company's Common Stock
at exercise prices of between $1.50 and $2.56 per share. The options are
exercisable for a period of 120 months from the date of grant. These options
were issued as a part of a fee agreement between the Company and M&B, whereby
M&B received options having an exercise price equal to 20% of its monthly fees
in the form of common stock of the Company valued at the closing bid price on
the last day of each month. M&B agreed to forego collection of such fees, and
use the uncollected fees to exercise the options by cancellation of the
outstanding fees.
On April 5, 1999, the Company issued to a non-executive employee
options to purchase 50,000 shares of the Company's Common Stock at an exercise
price of $3.1875. Such options vest, pursuant to a schedule, over a period of
five years.
7
<PAGE>
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 at a price of
$1.25 per share. The price of the Common Stock on the date of this transaction
was $2.50 per share. These funds were used in part to pay outstanding accounts
payable and delinquent Federal and State taxes outstanding. The Company sold an
additional 28,601 shares at a price of $1.25 per share in the third quarter of
1997. The price of the Common Stock on the date of this transaction was $2.56
per share.
In September, 1997, PMG purchased from Helionetics, with the approval
of the Federal Bankruptcy Court in the pending Helionetics Chapter 11 Bankruptcy
proceeding, all debt owed by Acculase to Helionetics. 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, resulting in gross
proceeds of $6,000,000 to the Company. The price of the Common Stock on November
30, 1997, was $5.06 per share. The Company also issued 150,000 Warrants and paid
a commission of $480,000 to PMG as a placement agent fee. The Warrants have an
exercise price of $4.00 per share. The Warrants provide that they may be
adjusted in the event that the Company issues shares of Common Stock for
consideration of less than $4.00 per share. In such event, the per share
exercise price will be adjusted to the issue price of such additionally issued
shares of Common Stock. In December, 1998, the Company issued shares of its
Common Stock at $1.50 per share. The effect of such issuance was to reduce the
exercise price of the 750,000 Warrants and the 150,000 Warrants issued to PMG to
$1.50 per share. The Shares underlying these Warrants are being registered on
Form S-1.
The Company has agreed to issue to PMG an additional 75,000 warrants
(the "Contingent Warrants") at a purchase price of $0.001 per share at such time
as any of the other 750,000 Warrants have been exercised. The Contingent
Warrants will be exercisable for a period of five years following the date of
issue at an exercise price equal to the average closing bid price for the Common
Stock for the ten trading days preceding the date of issue. The Warrants may be
redeemed by the Company, upon 30 days' notice, at a redemption price of $0.10
per share if the closing bid price of the Common Stock exceeds $8.00 per share
for a period of thirty consecutive trading days.
In July, 1998, the Company granted warrants to acquire 300,000 shares
of Common Stock to PMG and an employee of PMG at an exercise price of $2.00 per
share in consideration for the guarantee, by PMG, of a lease of office space in
Carlsbad, California by the Company and the raising of a bridge loan of
$1,000,000. Such Warrants are exercisable at anytime until July 15, 2003. The
shares underlying these Warrants are being registered on Form S-1.
On December 31, 1998, the Company sold to Mr. & Mrs. Richard A. Hansen
an aggregate of 100,000 shares of the Company's restricted Common Stock at $1.50
per share. The price of the Common Stock at December 30, 1998, was $2.50 per
share. Mr. Hansen is the President of PMG, the Company's investment banker.
These Shares are being registered on Form S-1.
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 Information Statement, 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.
8
<PAGE>
DESCRIPTION OF SECURITIES
GENERAL
The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock, par value $0.01 per share. As of the date of this Information
Statement, there were issued and outstanding 9,247,083 shares of Common Stock.
There were also issued and outstanding Warrants to purchase up to 2,170,000
shares of Common Stock and options to purchase up to 1,694,263 shares of Common
Stock.
As of February 4, 1998, the Company's stockholders adopted an amendment
to the Company's Certificate of Incorporation to increase the authorized number
of shares of Common Stock to 15,000,000 shares, which is anticipated to be filed
with the State of Delaware within approximately 20 days following the mailing of
this Information Statement on Schedule 14c to the Company's stockholders. The
Company intends to mail the Information Statement together with the Company's
Proxy Statement for the 1999 Annual Meeting of Stockholders.
COMMON STOCK
Holders of the Common Stock are entitled to cast one vote for each
share held of record, to receive such dividends as may be declared by the Board
of Directors out of legally available funds and to share ratably in any
distribution of the Company's assets after payment of all debts and other
liabilities, upon liquidation, dissolution or winding up. Holders of the Common
Stock do not have preemptive rights or other rights to subscribe for additional
shares, and the Common Stock is not subject to redemption. The outstanding
shares of Common Stock are validly issued, fully paid and nonassessable.
Under Delaware law, each holder of a share of Common Stock is entitled
to one vote per share for each matter submitted to the vote of the stockholders,
and cumulative voting is allowed for the election of directors, if provided for
in the Certificate of Incorporation. The Company's Certificate of Incorporation
does not provide for cumulative voting.
WARRANTS
As of the date of this Information Statement, the Company has issued a
total of 2,170,000 warrants for the purchase of shares of Common Stock, at
exercise prices ranging up to $2.00 per share. Of this total, 447,500 are
subject to contingencies, and the remaining 1,722,500 are currently exercisable.
See "Issuances of Securities."
OPTIONS
The Company has issued and outstanding options to purchase 1,625,763
shares of Common Stock to various employees, officers, directors and consultants
of the Company at exercise prices ranging from $0.50 to $3.1825 per share,
1,540,763 of which are currently exercisable. See "Issuances of Securities."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
9
<PAGE>
The following table reflects, as of April 21, 1999, the beneficial
Common Stock ownership of: (a) each director of the Company, (b) each Named
Executive (See "Compensation of Executive Officer and Directors"), (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
OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT #
- ------------------- ---------------- -----------------
<S> <C> <C>
Chaim Markheim(1) 320,250 3.13
Raymond A. Hartman(2) 340,250 3.32
Steven A. Qualls(3) 64,666 *
Alan R. Novak(4) 125,000 1.25
John J. McAtee, Jr.(5) 209,000 2.09
Calvin Hori and Hori
Capital Management, Inc.(6) 933,100 9.41
Platinum Partners, LP(6) 759,000 7.66
Warwick Alex Charlton (7) 155,000 1.54
Steven Girgenti (8) 50,000 *
Harry Mittelman (9) 256,000 2.53
Pennsylvania Merchant Group Ltd(10) 869,840 8.35
Richard Hansen (10) 869,840 8.35
Joseph E. Gallo, Trustee(11) 950,500 9.69
All directors and
Officers as a group
(8 persons)(12) 1,520,766 13.47
- -----------------------
</TABLE>
(FOOTNOTES CONTINUE ON THE FOLLOWING PAGE)
10
<PAGE>
(FOOTNOTES FROM THE PRIOR 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%.
1. Includes options to purchase up to 320,250 shares of Common Stock.
Mr. Markheim's address is 2431 Impala Drive, Carlsbad, California 92008.
2. Includes options to purchase up to 330,250 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. Mr. Hartman's address
is 2431 Impala Drive, Carlsbad, California 92008.
3. Includes 4,666 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, which are being registered
on Form S-1 and options to purchase up to 96,399 shares of Common Stock. Does
include options to purchase up to 25,000 shares of Common Stock, which are
vested, and does not include 15,000 options, which may vest periodically during
the course of the year. Mr. Novak's address is 3050 K Street, NW, Suite 105,
Washington, D.C. 20007.
5. Includes 99,000 shares of Common Stock, including 84,000 of which
are being registered on Form S-1 and options to purchase up to 110,000 shares of
Common Stock. Does include options to purchase up to 25,000 shares of Common
Stock, which are vested, and does not include 15,000 options, which may vest
periodically during the course of the year. 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, LP ("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 options to purchase 155,000 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 periodically during the course of the year.
Mr. Charlton's address is 304 Old Colony Road, Hartsdale, New York 10530.
8. Includes options to purchase 50,000 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 periodically during the course of the year.
Mr. Girgenti's address is Healthwork Corporation, 100 Avenue of the Americas,
8th Floor, New York, NY 10013.
9. Includes 86,100 shares, warrants to purchase 33,000 shares, and
options to purchase 50,000 shares of Common Stock. Dr. Mittelman owns, as
Trustee of four family trusts, $140,000 principal amount of convertible
promissory notes, convertible into 70,000 shares of Common Stock, and warrants
to purchase up to 35,000 shares of Common Stock, of which warrants 50% are
currently vested. Only the vested warrants are included here. Does not include
options to purchase up to 15,000 shares of Common Stock, which may vest subject
to certain schedules periodically during the course of the year. Dr. Mittelman's
address is 2200 Sand Hill Road, Suite 110, Menlo Park, CA 94025. See "Issuances
of Securities - Convertible Debt and Conversion of Convertible Debt."
10. Includes 369,840 shares of Common Stock and 500,000 Warrants to
purchase shares of Common Stock. This figure also includes 50,000 shares of
Common Stock owned by Penelope Hansen, wife of Richard Hansen in her own name.
The address of PMG and Mr. Hansen is is Four Falls Corp Center, West
Conshohocken, PA 19428.
11. Includes 888,000 shares of Common Stock and 62,500 Warrants to
purchase shares of Common Stock. Mr.Gallo is the Trustee of four (4) trusts
which own these securities. All of the shares of Common Stock and the shares
underlying the Warrants are being registered on Form S-1. In addition, three of
these trusts are entitled to receive additional shares which will be issued
subsequent to the date of this Information Statement in exchange for accrued but
unpaid interest on loans made to the Company. As of the date of this Information
Statement the exact amount of additional shares to be issued is unknown but the
Company estimates that the number will not exceed 25,000 shares. Mr. Gallo's
address is 600 Yosemite Blvd., Modesto, CA 95354.
12. Includes 165,267 shares of Common Stock and options, notes and
warrants to purchase up to 1,380,499 shares of Common Stock. Does not include
options to purchase up to 92,500 shares of Common Stock, which may vest subject
to certain schedules during the course of the year.
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<PAGE>
PROPOSAL 1. INCREASE OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The Company's current Certificate of Incorporation authorizes the
issuance of up to 10,000,000 shares of Common Stock, par value $0.01 per share.
This Proposal 1 increases the authorized number of shares of Common Stock to
15,000,000 shares, par value $0.01 per share.
As of February 4, 1998, the Company had issued and outstanding
9,246,095 shares of Common Stock. As of February 4, 1998, the Board of Directors
approved an increase in the authorized number of shares of Common Stock from
10,000,000 shares to 15,000,000 shares in order to reserve a sufficient number
of authorized shares of Common Stock to be issued into which all issued,
outstanding and unexercised convertible securities, including the Warrants, may
be converted into Common Stock, to enable the Company to raise capital by
issuance of securities, to facilitate acquisitions and mergers and to attract
and retain qualified employees by offering stock options as incentive
compensation for such persons, by authorizing the issuance of additional
securities of the Company for purposes of effectuating such transactions.
The proposed change would cause Article IV of the Company's Certificate
of Incorporation to read as follows:
The total number of shares of stock which the Corporation
shall have authority to issue is Fifteen Million (15,000,000)
shares of Common Stock, par value $0.01 per share.
As of February 4, 1998, the Company's stockholders approved this
Proposal 1 of this Information Statement to increase the authorized number of
shares of Common Stock from 10,000,000 shares to 15,000,000 shares, as
contemplated by this Proposal 1, by the affirmative vote of the holders of
4,764,241 shares, or 51.53% of the issued and outstanding shares of the
Company's Common Stock as of such date.
DISSENTERS' RIGHTS OF APPRAISAL
Delaware law generally provides that there is no right of dissent with
respect to an amendment to the Company's certificate of incorporation which
increases the authorized number of issued and outstanding shares.
Therefore, the Company believes there are no dissenters' or appraisal
rights available to stockholders with respect to the proposed Certificate of
Amendment to the Certificate of Incorporation of the Company.
INCORPORATION BY REFERENCE
The Company is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information may be inspected
and copied at the Public Reference Room of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington D.C. 20549; and at the regional offices of
the Commission at 7 World Trade Center, Suite 1300, New York, New York 10048;
and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies
of such materials can be obtained from the Public Reference Section of the
Commission at its principal office in Washington, D.C. at prescribed rates. In
addition, such materials may be accessed electronically at the Commission's site
on the World Wide Web, located at http://www.sec.gov. The Company intends to
furnish its stockholders with annual reports containing audited financial
statements and such other periodic reports as the Company may determine to be
appropriate or as may be required by law.
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<PAGE>
The Company incorporates by reference in this Information Statement the
following items included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998:
1. ITEM 6 - Selected Financial Data.
2. ITEM 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
3. ITEM 7A - Quantitative and Qualitative Disclosure about Market Risk.
4. ITEM 8 - Financial Statements and Supplementary Data, including the audited
Consolidated Financial Statements and related Notes and Schedules of Laser
Photonics, Inc. and subsidiaries, including the consolidated balance sheets as
of December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 1998, 1997, and 1996, (the "Financial Statements") included in the
1998 Form 10-K.
5. ITEM 9 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures.
The Company will mail a copy of the Company's Annual Report on Form
10-K for the year ended December 31, 1998, including the Financial Statements,
to the Company's stockholders together with this Information Statement.
Any requests for additional information with respect to this
Information Statement should be addressed to the Company, to the attention of
Laser Photonics, Inc., Chaim Markheim, Chief Financial Officer, 2431 Impala
Drive, Carlsbad, California 92008, (760) 602-3300.
By Order of the Board of Directors of
LASER PHOTONICS, INC.
By: /s/ Chaim Markheim
-----------------------------------
Chaim Markheim
Chief Financial Officer
Carlsbad, California
DATED: May 12, 1999
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