<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on February 11, 2000
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
LASER PHOTONICS, INC.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 59-2058100
- ---------------- ----------------------
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
7 Great Valley Parkway
Suite 222
Malvern, Pennsylvania 19355
(610) 889-1111
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
-----------------------------------------------------------------
1995 STOCK OPTION PLAN
STOCK OPTIONS ISSUED TO EMPLOYEES, DIRECTORS AND CONSULTANTS
------------------------------------------------------------
(Full title of plan)
Jeffrey F. O'Donnell
Chief Executive Officer
Laser Photonics, Inc.
7 Great Valley Parkway
Suite 222
Malvern, Pennsylvania 19355
(610) 889-1111
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg LLP
1990 South Bundy Drive
Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Phone (310) 820-0083
Fax (310) 820-8313
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================== =================== ============================ =============== ================
Proposed
Maximum
Proposed Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price per Offering Registration
Securities to be Registered Registered(1) Share(1)(2) Price(1)(2) Fee(1)
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share 328,500 $1.00 $328,500
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 486,899 $1.50 $730,349
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 17,864 $2.56 $45,732
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 635,000 $3.00 $1,905,000
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 57,437 $3.93 $225,728
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 6,003 $4.52 $27,134
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 750,000 $4.75 $3,562,500
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 780,926 $5.50 $4,295,093
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 100,000 $5.94 $594,000
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 120,000 $10.50 $1,260,000
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 150,000 $13.50 $2,025,000
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
Common Stock, par value $0.01
per share 177,000 $17.75 $3,141,750
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
TOTAL 3,609,629 $17,949,086 $4,738.56
================================== =================== ============================ =============== ================
</TABLE>
(FOOTNOTES ON FOLLOWING PAGE)
- -----------------------------
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED - FOOTNOTES FROM PRIOR PAGE)
- -------------------------------------------------------------------------
- ----------------------------------
1. Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on: (i) the exercise price of 3,444,629
shares of Common Stock underlying stock options covered by this
registration statement, including options to purchase up to 335,000
shares of Common Stock which have been granted pursuant to the
Company's 1995 Stock Option Plan (the "Plan") and options to purchase
up to 3,109,629 shares of Common Stock which have been granted to
certain employees, directors and consultants; and (ii) the market price
of the Common Stock ($17.75), on February 10, 2000, with respect to
options to purchase up to 165,000 shares of Common Stock which may be
granted pursuant to the Plan. The 3,444,629 shares of Common Stock
registered hereunder, which relate to stock options granted as of the
date of this Registration Statement, are grouped within the following
ranges, with the highest exercise price of each given group used as the
maximum offering price calculated for all shares of Common Stock within
each given group: (i) $0.50-$1.00, (ii) $1.25-$1.50, (iii) $2.00-$2.56,
(iv) $2.81-$3.00, (v) $3.19-$3.93, (vi) $4.04-$4.52, (vii) $4.63-$4.75,
(viii) $5.10-$5.50, (ix) $5.94, (x) $10.50, (xi) $13.50, and (xii)
$17.75.
2. Estimated solely for the purpose of calculating the registration fee.
<PAGE>
REOFFER PROSPECTUS
------------------
LASER PHOTONICS, INC.
3,609,629 SHARES
COMMON STOCK
OFFERED BY SELLING STOCKHOLDERS
This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 3,609,629 shares (the "Shares") of common stock, par value $0.01
(the "Common Stock") of Laser Photonics, Inc., a Delaware corporation (the
"Company"), to be offered from time to time for the account of certain officers,
directors, employees and consultants of the Company (the "Selling Stockholders")
as compensation for employment or consulting services, some of whom may be
deemed to be "affiliates" of the Company, as such term is defined in Rule 405 of
the Securities Act of 1933, as amended (the "Securities Act"). The 3,609,629
Shares include: (i) up to 500,000 shares of Common Stock which have been or may
be issued to certain officers, directors, employees and consultants of the
Company pursuant to the Company's 1995 Stock Option Plan, (the "Plan") and (ii)
up to 3,109,629 shares of Common Stock which have been issued to certain
officers, directors, employees and consultants of the Company. See "Selling
Stockholders" and "Plan of Distribution."
The Selling Stockholders directly, through agents designated from time
to time, or through brokers, dealers, or through underwriters to be designated,
may sell the shares of Common Stock offered hereby from time to time on terms to
be determined at the time of sale. To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Selling Stockholders" and
"Plan of Distribution."
The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company has paid all of the costs of the
Offering with respect to the Shares to be offered by the Selling Stockholders.
See "Selling Stockholders" and "Plan of Distribution."
The Company's Common Stock is currently listed for trading in the
over-the-counter market and is quoted on the National Association of Securities
Dealers, Inc. Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc. under the symbol "LSPT." On February 10, 2000, the
closing market price for the Common Stock as traded in the over-counter-market
was approximately $17.75 per share.
THESE SECURITIES ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 11, 2000
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act") with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares, reference is made to the
Registration Statement and the exhibits and schedules filed as a part thereof.
Statements made in this Prospectus as to the contents of any contract or any
other document referred to are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference to such exhibits. The Registration Statement,
including exhibits and schedules thereto, may be inspected without charge 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. Copies of the Registration
Statement and the exhibits and schedules thereto may be obtained from the Public
Reference Room 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 Worldwide Web, located at http://www.sec.gov.
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 statements and other information with
the Commission. Such reports, proxy 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 Room of
the Commission at prescribed rates. In addition, such materials may be accessed
electronically at the Commission's site on the Worldwide 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.
The following documents, including the exhibits thereto, which are on file
with the Commission, are incorporated in this Registration Statement by
reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1998.
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1999, June 30, 1999 and September 30, 1999.
(c) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to Laser Photonics, Inc., 7 Great
Valley Parkway, Suite 222, Malvern, Pennsylvania 19355, Attention: Jeffrey F.
O'Donnell, Chief Executive Officer. Telephone requests may be directed to the
Company at (610) 889-1111.
2
<PAGE>
Any statements contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
THE COMPANY
HISTORY OF THE COMPANY
Laser Photonics, Inc. was incorporated on November 3, 1987. Unless the
context otherwise requires, the term "Company" refers to Laser Photonics, Inc.,
a Delaware corporation ("Laser Photonics"), Laser Analytics, Inc., a
Massachusetts corporation ("Laser Analytics"), its wholly owned subsidiary, and
Acculase, Inc., a California corporation ("Acculase"), its 76.1% owned
subsidiary.
The Company's historical business strategy was the development of a wide
range of laser products using different solid-state lasers. The Company now
believes that excimer laser technology provides the basis for reliable
cost-effective systems that will increasingly be used in connection with a
variety of applications. The Company is engaged in the development, manufacture
and marketing of proprietary excimer laser and fiber optic equipment and
techniques directed initially toward the treatment of psoriasis and coronary
heart disease, as well as other medical applications.
Between 1986 and the date of this Prospectus, the Company has sold over
1,000 lasers, usually on a private label basis, to other manufacturers. This
strategy proved to be unsuccessful, in the opinion of current management of the
Company, as the Company generated revenues from the sale of numerous of its
products, but was unable to operate profitably.
Due to the limited financial resources of the Company, the Company's
business strategy changed in 1997 to focus its efforts on excimer laser
technology in order to develop excimer laser and excimer laser delivery products
for medical applications. To facilitate the Company's focus on excimer laser
technology, as of January 4, 1999, the Company entered into an agreement (the
"Asset Purchase Agreement") for the sale of certain assets by the Company and
Laser Analytics, on the one hand, to Laser Analytics, Inc., a Texas corporation
(the "Buyer"), which is unaffiliated with the Company, on the other hand. The
Asset Purchase Agreement provides that the Buyer will pay and/or assume an
aggregate of $1,200,000 of the accrued and unpaid accounts payable and/or other
debts of the Company consisting in part of back rent due of $891,694 (including
interest), on facilities occupied by the Company for its Florida office facility
and a promissory note to Novantis Corporation (formerly Ciba-Geigy) of $127,280.
Completion of this transaction will result in the sale of all of the Company's
non-excimer laser business assets.
Management's decision to sell the assets of the Company's business
operations not related to the Company's excimer laser technology are consistent
with the Company's new business strategy and will result in the divestiture of
the Company's business operations which generated approximately 74% of the
Company's revenues for the period from January 1, 1998 through September 30,
1999. The closing of the sale of the assets to the Buyer has been delayed by
reason of the difficulties being experienced by the Buyer in finding financing
to complete the purchase. The Company has orally extended the closing month to
month while the Buyer continues to pursue the required financing. During the
pendency of the closing, since January, 1999, the Buyer has funded a portion of
the negative cash flow of the operations of Laser Analytics from its own funds.
If the proposed sale of assets has not closed by the end of the first quarter of
2000, it is the Company's intention to shut down all of the operations of Laser
Analytics and pay off the debts that were to be paid or assumed by the Company
from a financing on or about August 9, 1999, plus any other debts that may have
accumulated. This would leave the Company with only those portions of its
operation that deal with excimer laser technology.
3
<PAGE>
The Company historically has incurred significant net losses from
operations. As of September 30, 1999, the Company had an accumulated deficit of
$22,720,604. The Company expects to continue to incur operating losses for a
period of between six (6) and nine(9) months from the date of this Prospectus,
as it continues to devote significant financial resources to the marketing of
its psoriasis products and expansion of operations. No assurances can be given
that the Company will only sustain losses for a period of six to nine months or
ever will be profitable. In order to achieve profitability, the Company will
have to manufacture and market its psoriasis treatment products, which need to
be accepted in the marketplace on a commercial basis. There can be no assurances
that the Company will manufacture or market any products successfully or operate
profitably in the future, or that the Company will not require significant
additional financing in order to accomplish the Company's current business plan.
EXCIMER LASERS TECHNOLOGY
The basis of the Company's business is its excimer laser technology. The
word "excimer" is short hand for excited dimer. A dimer describes a molecule
formed, by means of a catalyst, from two or more atoms. Solid state lasers
using, for example, a crystalline substance and medium may contain both excited
dimers and dimers in non-excited or "ground" state. In such devices, power is
supplied to increase the percentage of dimers, which are excited. In general,
such laser beams are in the infrared end of the light wave spectrum and create a
great deal of heat.
An excimer laser uses a medium in which the dimers exist only in the
excited state. The Company, using xenon chloride gas as a medium, pumps
electricity in and generates excited dimers. This system creates and excites the
dimers at the same time. Once the power is shut off, the dimers cease to exist.
This type of laser usually, though not always, generates beams in the
ultraviolet ("UV") end of the light wave spectrum. The wavelength of the beam
depends largely on the type of gas used. In the case of the Company's laser
technology, the wavelengths may vary between 174 nm and 351 nm.
The Company's initial medical applications for its excimer laser
technology are intended to be used in the treatment of psoriasis and
cardiovascular disease.
On March 17, 1998, the Company entered into a clinical trial agreement
with Massachusetts General Hospital ("MGH") to test the effect of its excimer
laser technology for treatment of psoriasis, as contrasted to the Ultraviolet
"B" ("UVB") treatment currently in use to treat psoriasis. The Company began
testing its excimer laser system for the treatment of psoriasis at MGH in 1998
with a Dose Response Study under Institutional Review Boards ("IRBs") approval.
The final data from this study was collected in December, 1998 and served as the
basis for a 510(k) submission to the United States Food and Drug Administration
(the "FDA") on August 4, 1999. On January 27, 2000, the Company's 510(k) was
issued by the FDA establishing that the Company's excimer laser psoriasis
treatment system has been determined to be substantially equivalent to currently
marketed devices for the treatment of psoriasis. With the receipt of the 510(k),
the Company is in the process of developing its marketing plan for the
introduction of its psoriasis product. Assuming the availability of adequate
capital, the Company anticipates introducing its psoriasis treatment products in
July,2000. However, no assurance to this effect can be given.
The Company believes that its excimer laser system for treating psoriasis
may replace and/or augment the current phototherapy modalities in use to treat
the symptoms of psoriasis. The Company has tested its excimer laser system, as
it compares to the UVB therapy currently being extensively used to control
psoriasis. In using UVB, the patient stands in a light box lined with special
UVB lamps and the whole body is radiated (other than protected areas, such as
eyes and genitals). The need for long periods of treatment is due to the fact
that healthy skin, as well as the psoriasis affected skin, is being treated in
the light boxes, so that the dosage or radiation must be controlled or the
patient will be severely burned. The Company's excimer laser, however, can be
used to treat only the skin area that is affected by psoriasis. Since it is
believed that skin that is affected by psoriasis is not as susceptible to UVB
radiation, the Company believes that a high dose of UVB applied directly to the
affected area significantly reduces the number of treatments and the time needed
to control psoriasis.
4
<PAGE>
Further, the Company has entered into an agreement (the "MGH Agreement")
with MGH, pursuant to which the Company has obtained an exclusive, worldwide,
royalty-bearing license from MGH to develop, manufacture, use and sell products,
utilizing a pending patent, which incorporates certain technology of MGH,
related to the diagnosis and treatment of certain dermatological conditions and
diseases, particularly psoriasis. No assurance can be given that the pending
patent will be issued. As of the date of this Prospectus, the Company has
generated no revenues from the MGH Agreement.
The Company's cardiovascular and vascular applications are in connection
with an experimental procedure known as Transmyocardial Revascularization
("TMR"). In August, 1997 the Company and Baxter Healthcare Corporation
("Baxter"), entered into a strategic alliance for the manufacturing and
marketing of excimer laser products for TMR (the "Baxter Agreement"). The
Company is in the process of negotiating modifications to the Baxter Agreement.
No assurance can be given that the Company will successfully complete such
negotiations.
This strategic alliance with Baxter is significant to the Company because
Baxter has, among other things: (i) purchased from the Company certain existing
excimer laser systems for cardiovascular and vascular disease; (ii) agreed to
fund the total cost of regulatory approvals worldwide for the use of the
Company's excimer laser systems for the treatment of cardiovascular and vascular
disease; and (iii) agreed to fund all sales and marketing costs related to the
introduction and marketing of the Company's equipment for treating
cardiovascular disease using TMR (the "TMR System"). Due to Baxter's strong
worldwide marketing presence and relationships with leading clinicians and
regulatory expertise, many of the significant expenses of bringing the Company's
TMR System to market are being absorbed by Baxter. In the opinion of management
of the Company, because of the significant costs being borne by Baxter and
because of the favorable terms of the Baxter Agreement the Company's earnings
potential has not been compromised by the Baxter Agreement, while a significant
portion of the Company's risk related to the development and introduction of its
TMR System has been shifted to Baxter. As of September 30, 1999, pursuant to the
terms of the Baxter Agreement, Acculase has delivered the first two TMR Systems
to Baxter. Baxter has paid the Company an aggregate of $1,959,000, which
includes certain advances for additional excimer laser systems and CE Mark
Compliance, which has been obtained.
The Company's TMR System requires pre-market approval ("PMA") prior to
being marketed in the United States. Management of Acculase met with
representatives of the FDA in January, 1995 to discuss preclinical data
submission requirements necessary to initiate human trials of the TMR System.
Animal testing of the TMR System was then performed, culminating in a study at
The New York Hospital Cornell Medical Center, which serves as the pre-clinical
basis for an Investigational Device Exemption ("IDE") that was granted by the
FDA in August, 1996. In the first quarter of 1998, the IDE was transferred to
Baxter from the Company in connection with the Baxter Agreement. Depending upon
the outcomes of the Phase I study, Baxter intends to petition for the Phase II
studies within the next ninety days. However, no assurance to this effect can be
given. Baxter is currently in discussion with the FDA for transition from Phase
I to Phase II studies.
The timing for the approval for such transition is unknown at this time.
The Company believes Baxter intends to expand the Phase II studies to a
multi-site study (more than 10 institutions) and expand the procedure to include
patients who are candidates for incomplete coronary artery bypass graft surgery
("CABG") revascularization. However, no assurance to this effect can be given.
The Company does not expect Baxter to submit PMA to the FDA before the year
2001, and possibly later. Baxter will be required to obtain additional IDEs for
other applications of the TMR System and for other products that the Company
develops that are regulated by the FDA as medical devices.
The Company's principal executive offices are located at 7 Great Valley
Parkway, Suite 222, Malvern, Pennsylvania 19355, telephone no. (610) 889-1111.
5
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders. See "Selling
Stockholders" and "Plan of Distribution."
PLAN OF DISTRIBUTION
The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders. Alternatively, the Selling Stockholders may from time to time
offer the shares of Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent. The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.
The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.
The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.
SELLING STOCKHOLDERS
This Prospectus relates to up to 3,609,629 shares of Common Stock which
have been or may be acquired by the Selling Stockholders from time to time
through: (i) the issuance of up to 500,000 shares of Common Stock, which have
been or may be granted to certain officers, directors, employees and consultants
of the Company pursuant to the Plan, and (ii) the exercise of certain options to
purchase up to 3,109,629 shares of Common Stock which have been or may be
granted to certain officers, directors, employees and consultants of the
Company.
Information with respect to the Selling Stockholders from time to time
will be updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act. As of
February 11, 2000, there were issued and outstanding 13,225,618 shares of
Common Stock.
6
<PAGE>
The following table sets forth certain information with respect to
certain of the Selling Stockholders, some of whom may be deemed to be
"affiliates" of the Company, as such term is defined in Rule 405 of the
Securities Act, as of the date of this Prospectus, as follows: (i) the name and
position with the Company within the past three (3) years of each of such
Selling Stockholder; (ii) the number of shares of Common Stock beneficially
owned by each of such Selling Stockholder (including shares obtainable under
options exercisable within sixty (60) days of such date); (iii) the number of
shares of Common Stock being offered hereby, and (iv) the number and percentage
of the Company's outstanding shares of Common Stock to be beneficially owned by
each of such Selling Stockholder before and after completion of the sale of
Common Stock being offered hereby. There can be no assurance that any of the
Selling Stockholders will sell any or all of the shares of Common Stock offered
hereby.
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF SHARES
BENEFICIALLY NO. OF SHARES BENEFICIALLY
NAME AND ADDRESS OWNED BEFORE TO BE OFFERED OWNED AFTER PERCENT #
OF BENEFICIAL OWNER OFFERING# FOR RESALE OFFERING* BEFORE OFFERING AFTER OFFERING*
- ------------------- -------------- ------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Warwick Alex Charlton(1) 190,000 190,000 -0- 1.42 **
Jeffrey F. O'Donnell(2) 660,000 650,000 10,000 4.76 **
Dennis McGrath(3) 350,000 350,000 -0- 2.58 **
Alan R. Novak(4) 160,000 131,399 28,601 1.20 **
John J. McAtee, Jr.(5) 259,000 160,000 99,000 1.93 **
Steven Girgenti(6) 259,000 85,000 174,000 1.93 1.29
Harry Mittelman, M.D.(7) 286,514 85,000 201,514 2.14 1.51
Samuel E. Navarro(8) 125,000 125,000 -0- ** **
Michael A. Allen(9) 150,000 150,000 -0- 1.12 **
Raymond A. Hartman(10) 340,250 340,250 -0- 2.51 **
Sandra Hartman(10) 340,250 340,250 -0- 2.51 **
Chaim Markheim(11) 500,250 500,250 -0- 3.64 **
(FOOTNOTES ON FOLLOWING PAGE)
- -----------------------------
</TABLE>
7
<PAGE>
(FOOTNOTES FROM 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. For purposes
of the number of shares of Common Stock reflected as beneficially owned by
the persons in the table, the shares of Common Stock underlying stock
options, which are registered in this Registration Statement, are
reflected as beneficially owned by such persons, whether or not such stock
options are exercisable within the 60-day period following the date of
this Prospectus
* Assumes the exercise in full and sale of all the Shares registered for
reoffer and resale pursuant to this Registration Statement.
** Less than 1%.
1. The address for Mr. Charlton is 304 Old Colony Road, Hartsdale, New York
10530. Mr. Charlton is the Non-Executive Chairman of the Board of Directors
of the Company. Includes options to purchase up to 190,000 shares of Common
Stock, 170,000 of which have vested, as of the date of this Prospectus.
2. The address for Mr. O'Donnell is 7 Great Valley Parkway, Suite 222,
Malvern, Pennsylvania 19355. Mr. O'Donnell is the President and Chief
Executive Officer and a member of the Board of Directors of the Company.
Includes 10,000 shares of Common Stock registered in the name of 531 E.
Lancaster Ave. LLC, an affiliate of Mr. O'Donnell, and options to purchase
up to 650,000 shares of Common Stock, 216,667 of which have vested, as of
the date of this Prospectus.
3. The address for Mr. McGrath is 2 Colonial Court, Medford, New Jersey 08055.
Mr. McGrath is the Chief Financial Officer and Vice President-Finance and
Administration of the Company. Includes options to purchase up to 350,000
shares of Common Stock, 116,667 of which have vested, as of the date of
this Prospectus.
4. The address for Mr. Novak is 3050 K Street, NW, Suite 105, Washington, D.C.
20007. Mr. Novak is a member of the Board of Directors of the Company.
Includes 28,601 shares of Common Stock and options to purchase up to
131,399 shares of Common Stock, 111,399 of which have vested, as of the
date of this Prospectus.
5. The address for Mr. McAtee is Two Greenwich Plaza, Greenwich, Connecticut
06830. Mr. McAtee is a member of the Board of Directors of the Company.
Includes 99,000 shares of Common Stock and options to purchase up to
160,000 shares of Common Stock, 140,000 of which have vested, as of the
date of this Prospectus.
6. The address for Mr. Girgenti is 100 Avenue of the Americas, 8th Floor, New
York, New York 10013. Mr. Girgenti is a member of the Board of Directors of
the Company. Includes warrants to purchase up to 174,000 shares of Common
Stock registered in the name of Healthworld Corporation, of which Mr.
Girgenti is Chairman and Chief Executive Officer, and options to purchase
up to 85,000 shares of Common Stock, 65,000 of which have vested, as of the
date of this Prospectus.
7. The address for Dr. Mittelman is 2200 Sand Hill Road, Suite 110, Menlo
Park, California 94025. Dr. Mittelman is a member of the Board of Directors
of the Company. Includes 10,000 shares of Common Stock and warrants to
purchase up to 5,000 shares of Common Stock registered in the name of two
(2) family trusts, of which Dr. Mittelman serves as trustee, and 123,514
shares of Common Stock, warrants to purchase up to 63,000 shares of Common
Stock, and options to purchase up to 85,000 shares of Common Stock, 65,000
of which have vested, as of the date of this Prospectus.
8. The address for Mr. Navarro is 55 East 52nd Street, 33rd Floor, New York,
New York 10055. Mr. Navarro is a member of the Board of Directors of the
Company. Includes options to purchase up to 125,000 shares of Common Stock,
38,334 of which have vested, as of the date of this Prospectus.
8
<PAGE>
(FOOTNOTES FROM PRIOR PAGE CONTINUED)
- -------------------------------------
9. The address for Mr. Allen is 7 Great Valley Parkway, Suite 222, Malvern,
Pennsylvania 19355. Mr. Allen is the Vice President - Sales and Marketing
of the Company. Includes options to purchase up to 150,000 shares of Common
Stock, 50,000 of which have vested, as of the date of this Prospectus.
10. The address for Ray and Sandra Hartman, who are husband and wife, is 3003
Azahar Street, Carlsbad, California 92009. Mr. Hartman is the former
President and a former member of the Board of Directors of the Company.
Includes options to purchase up to 340,250 shares of Common Stock,
including options to purchase up to 10,000 shares, which are registered in
the name of Mrs. Hartman, and all of which have vested, as of the date of
this Prospectus.
11. The address for Mr. Markheim is 3126 Calle Grande Vista, San Clemente,
California 92672. Mr. Markheim is the former Chief Financial Officer and a
former member of the Board of Directors of the Company. Mr. Markheim
resigned from these positions with the Company on January 25, 2000.
Includes options to purchase up to 500,250 shares of Common Stock, all of
which have vested, as of the date of this Prospectus.
9
<PAGE>
- --------------------------------------------------------------------------------
The following table sets forth certain information with respect to
certain of the Selling Stockholders, who are not executive officers, directors,
or 5% or greater beneficial owners of the Common Stock of the Company, as of the
date of this Prospectus, as follows: (i) the name of each of such Selling
Stockholder; and (ii) the number of shares of Common Stock being offered hereby.
There can be no assurance that any of such Selling Stockholders will sell any or
all of the shares of Common Stock offered hereby:
- --------------------------------------------------------------------------------
NAME OF NUMBER OF SHARES
BENEFICIAL OWNER TO BE OFFERED FOR RESALE
- ---------------- ------------------------
Rox Anderson 250,000
Kenneth Arndt 3,000
Adrian Cayetano 1,000
Donald Davis 5,000
Robert Gibson 10,000
Eric Grasshoff 3,000
Melbourne Haughton 500
Marcus Hilding 35,000
Franz Hillenkamp 3,000
Dean Irwin 102,000
Jack Katz 1,000
Maxwell Malone 20,000
Valerie Malone 10,000
Matthias & Berg LLP(1) 32,230
Glenn McDuff 5,000
Alvin Memmolo 50,000
Warrick L. Morrison 3,000
Steven A. Qualls 60,000
Edward Renfer 30,000
Todd Rosengart 15,000
Henry Solomon 15,000
Camille Traino 1,000
Peter Whittaker 23,000
- ---------------------------
1. Matthias & Berg LLP is general counsel to the Company. The address for
Matthias & Berg LLP is 1990 South Bundy Drive, Suite 790, Los Angeles,
California 90025. See "Legal Matters."
10
<PAGE>
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Commission has expressed its opinion that indemnification of
directors, officers and controlling persons of the Company against liabilities
arising under the Securities Act, is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
LEGAL MATTERS
Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 1990 South Bundy
Drive, Suite 790, Los Angeles, California 90025. Matthias & Berg LLP currently
beneficially owns options to purchase up to 32,230 shares of Common Stock which
are the subject of this Registration Statement. Matthias & Berg LLP has issued
the opinion filed as an exhibit to the Registration Statement.
EXPERTS
The audited consolidated financial statements and related notes of the
Company (and subsidiaries), as of December 31, 1998 and 1997, including the
consolidated balance sheets at 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, incorporated by
reference in this Prospectus from the Company's Report on Form 10-K for the year
ended December 31, 1998, have been so incorporated herein in reliance on the
report of Hein + Associates LLP, independent certified public accountants, given
on the authority of such firm as experts in auditing and accounting.
11
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION ............................................... 2
THE COMPANY.......................................................... 3
USE OF PROCEEDS...................................................... 6
PLAN OF DISTRIBUTION................................................. 6
SELLING STOCKHOLDERS................................................. 6
DISCLOSURE OF COMMISSION POSITION
OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES..................................................... 11
LEGAL MATTERS........................................................ 11
EXPERTS.............................................................. 11
LASER PHOTONICS, INC.
3,609,629 SHARES
OF COMMON STOCK
____________
PROSPECTUS
____________
FEBRUARY 11, 2000
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
-----------------
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
--------------------------------------------------------------
Upon written or oral request, Laser Photonics, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Laser Photonics, Inc., 7 Great Valley
Parkway, Suite 222, Malvern, Pennsylvania 19355, Attention: Jeffrey F.
O'Donnell, Chief Executive Officer. Telephone requests may be directed to the
Company at (610) 889-1111.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
----------------------------------------
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1998.
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1999, June 30, 1999 and September 30, 1999.
(c) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Matthias & Berg LLP currently beneficially owns options to purchase up to
32,230 shares of Common Stock, which are the subject of this Registration
Statement. Matthias & Berg LLP has issued the opinion filed herewith as Exhibit
5.1 to this Registration Statement.
II-1
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
II-2
<PAGE>
The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ITEM 8: Exhibits
--------
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of Hein + Associates LLP
99.1 1995 Stock Option Plan
ITEM 9: Undertakings
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Malvern, Pennsylvania, on February 11, 2000.
LASER PHOTONICS, INC.
By:/S/ Jeffrey F. O'Donnell
-------------------------------
Jeffrey F. O'Donnell, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ Warwick Alex Charlton Chairman of the Board of Directors February 11, 2000
- ---------------------------
Warwick Alex Charlton
/s/ Jeffrey F. O'Donnell President, Chief Executive Officer February 11, 2000
- --------------------------- and Director
Jeffrey F. O'Donnell
/s/ Alan R. Novak Director February 11, 2000
- ---------------------------
Alan R. Novak
/s/ John J. McAtee, Jr. Director February 11, 2000
- ---------------------------
John J. McAtee, Jr.
/s/ Steven Girgenti Director February 11, 2000
- ---------------------------
Steven Girgenti
/s/ Harry Mittelman, M.D. Director February 11, 2000
- ---------------------------
Harry Mittelman, M.D.
/s/ Sam Navarro Director February 11, 2000
- ---------------------------
Sam Navarro
</TABLE>
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Warwick Alex Charlton and Jeffrey F.
O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ Warwick Alex Charlton Chairman of the Board of Directors February 11, 2000
- ---------------------------
Warwick Alex Charlton
/s/ Jeffrey F. O'Donnell President, Chief Executive Officer February 11, 2000
- --------------------------- and Director
Jeffrey F. O'Donnell
/s/ Alan R. Novak Director February 11, 2000
- ---------------------------
Alan R. Novak
/s/ John J. McAtee, Jr. Director February 11, 2000
- ---------------------------
John J. McAtee, Jr.
/s/ Steven Girgenti Director February 11, 2000
- ---------------------------
Steven Girgenti
/s/ Harry Mittelman, M.D. Director February 11, 2000
- ---------------------------
Harry Mittelman, M.D.
/s/ Sam Navarro Director February 11, 2000
- ---------------------------
Sam Navarro
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
-------------
DOCUMENT DESCRIPTION OF DOCUMENT
- -------- -----------------------
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP
(included in Exhibit 5.1)
24.2 Consent of Hein + Associates LLP
99.1 1995 Stock Option Plan
February 11, 2000
Laser Photonics, Inc.
7 Great Valley Parkway
Suite 222
Malvern, Pennsylvania 19355
RE: REGISTRATION STATEMENT ON FORM S-8
LASER PHOTONICS, INC.
---------------------
Gentlemen:
We are acting as counsel for Laser Photonics, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 3,609,629 shares (the "Shares") of the Company's common stock, par value
$0.01 per share (the "Common Stock), including up to 500,000 shares of Common
Stock reserved for issuance pursuant to the Company's 1995 Stock Option Plan
(the "Plan"), and including up to 3,109,629 shares of Common Stock reserved for
issuance pursuant to the terms and conditions of certain stock option agreements
("Other Option Agreements"), between the Company and certain employees,
directors and consultants of the Company, and with respect to any options
("Options") to purchase shares of Common Stock which may be granted in
connection with the Plan and such Other Option Agreements. A Registration
Statement on Form S-8 covering the Shares (the "Registration Statement") is
being filed under the Act with the Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have made no
independent factual investigation with regard to any such matters.
<PAGE>
Laser Photonics, Inc.
February 11, 2000
Page 2
Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that the Shares, issued or to be issued upon the
exercise of any Options duly granted pursuant to the Plan and such Other Option
Agreements, when issued, paid for and delivered upon the exercise of such
Options, in accordance with the terms of the Plan and such Other Option
Agreements, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States and to the corporate laws of the State of
Delaware, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm therein under the caption
"Interests of Named Experts and Counsel." Counsel currently owns options to
purchase up to 32,230 shares of Common Stock, which are the subject of the
Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transaction described herein. Except as otherwise provided
herein, this opinion may not be used or relied upon by any person, nor may this
letter or any copies thereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
Respectfully submitted,
/s/ MATTHIAS & BERG LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 8, 1999, relating to the
consolidated balance sheets of Laser Photonics, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
1998, 1997 and 1996, which report appears in the December 31, 1998 annual report
on Form 10-K of Laser Photonics, Inc.
/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Certified Public Accountants
Orange, California
February 11, 2000
LASER PHOTONICS, INC.
1995 NONQUALIFIED STOCK OPTION PLAN
PURPOSE: The purpose of the 1995 Nonqualified Stock Option Plan
(hereinafter referred to as the "Plan") is to provide a special incentive to
selected key persons associated with or employed by Laser Photonics, Inc. (the
"Company" or "LPI") and its subsidiaries, to promote the Company's business. The
Plan is designed to accomplish this purpose by offering such personnel an
opportunity to purchase shares of the common stock of the Company so that they
will share in the Company's success. For purposes of the Plan, a subsidiary is
any corporation in which the Company owns, directly or indirectly, stock
possessing fifty percent or more of the total combined voting power of all
classes of stock or over which the Company has effective operating control.
1. The Board of Directors shall administer the Plan.
2. Options may be granted to key employees and consultants of the
Company and to Officers and Directors. The Board shall select grantees. Board
members are eligible to receive options.
3. The total number of shares subject to this Plan shall not exceed
500,000.
4. The purchase price of shares of common stock issuable upon exercise
of each option granted pursuant to the Plan shall be not less than 100 percent
of the fair market value of the shares on the date the option is granted, as
determined by the Board of Directors.
5. 40% of the Options granted under the Plan shall vest immediately and
may be exercised immediately. 30% of the Options shall vest and may be exercised
beginning 12 months from grant. The remaining 30% of the Options shall vest and
may be exercised beginning 24 months from grant.
6. No option granted under the Plan may be exercised more than ten
years after the date on which it is granted.
7. Each option is not transferable other than at death and is
exercisable during the lifetime of the employee to whom the option is granted
only by such employee.
8. In the event of complete termination "For Cause" (other than death or
disability) of a recipient's association with the Company, or in the event of a
recipient's "Voluntary" termination, of all association with the Company, all
"UNVESTED" options held, shall automatically terminate.
In the event of termination due to death or disability of a Plan
participant holding unvested options, or upon a Plan participant being asked to
resign for the benefit of the Company while holding unvested options, such
unvested options shall automatically vest, and thereafter may be exercisable in
accordance with the terms of this Plan.
<PAGE>
9. If any change is made in the shares subject to this Plan or any
option granted hereunder (through merger, consolidation, reorganization,
recapitalization, or change in capital structure), appropriate adjustment shall
be made by the Board in the number of shares and kind of common stock for which
options may be or may have been granted under the Plan, to the end that the
proportionate interests shall be maintained viz-a-viz other LPI shareholders the
same as before the occurrence of such event.
10. The Plan participant agrees that all shares purchased by the
Participant under the option, unless they have been registered, are acquired for
investment and not for distribution. Each notice of exercise of the option shall
be accompanied by a written representation, signed by the Participant, to that
effect.
11. Options may be immediately issued, but shall not be exercisable
until, and only conditioned upon approval of this Plan by a majority of the
shareholders.
Adopted by action of the Board of
Directors of Laser Photonics, Inc., on
February 14, 1996.
