UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Eye Technology, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
301907 30 9
(CUSIP Number)
Prometheus Pacific Growth Fund, LDC Copy to:
c/o Fiduciary Trust (Cayman) Limited John F. Egan, Esq.
P.O. Box 1022 Curtis, Mallet-Prevost, Colt & Mosle
One Capital Place 101 Park Avenue
Third Floor New York, NY 10178
George Town (212) 696-6034
Grand Cayman, British West Indies
Attention: Mr. Robert P. Arnott
809-949-0600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 10, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 301907 30 9 Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(A) Prometheus Pacific Growth Fund, LDC
(B) Frinstead Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Fund assets
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) Grand Cayman, British West Indies
(B0 British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF None
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY [A] and [B] 5,500,000*
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
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10 SHARED DISPOSITIVE POWER
[A] and [B] 5,500,000*
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<PAGE>
SCHEDULE 13D
CUSIP No. 301907 30 9 Page 3 of 9 Pages
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000 shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9%*
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14 TYPE OF REPORTING PERSON
[A] IV [B] IA
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*
Includes 2,500,000 shares of Eye Technology common stock,
par value $.01 per share ("Common Stock"), and 763 shares of
Eye Technology Class B Preferred Stock convertible into an
additional 2,500,000 shares of Common Stock. Also includes
500,000 shares held by Prometheus obtainable pursuant to a
warrant generally exercisable through July 9, 1999.
Frinstead Limited is the investment manager of Prometheus
and disclaims beneficial ownership of any Eye securities.
<PAGE>
SCHEDULE 13D
CUSIP No. 301907 30 9 Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
Common Stock, $0.01 par value, of Eye Technology, Inc., 16
South Market Street, Petersburg, Virginia.
ITEM 2. IDENTITY AND BACKGROUND.
Prometheus Pacific Growth Fund, LDC is a limited duration
company organized in Grand Cayman, British West Indies. It is
a private investment company: its business address and
principal office address is c/o Fiduciary Trust (Cayman)
Limited, P.O. Box 1022, One Capital Place, Third Floor, George
Town, Grand Cayman, British West Indies. Frinstead Limited is
a British Virgin Islands company and investment manager of
Prometheus. Its business address and principal office address
is P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands. Neither Prometheus nor
Frinstead, during the last five years, has been convicted in a
criminal proceeding or been party to a civil proceeding
resulting in a judgment, decree or final order enjoining
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prometheus used its own assets to purchase for $2,500,000 an
aggregate of 5,000,000 shares of Eye common stock and common
stock equivalents, and a purchase warrant exercisable
generally through July 9, 1999 for an additional 500,000
shares of Eye common stock at $2.00 per share.
ITEM 4. PURPOSE OF THE TRANSACTION.
Prometheus purchased the shares for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Prometheus purchased 2,500,000 shares of Eye
common stock, 763 shares of Eye Class B Preferred Stock
convertible into an additional 2,500,000 shares of Eye common
stock and a warrant to purchase up to an additional 500,000
shares of Eye common stock at $2.00 per share through July 9,
1999. The total of 5,500,000 shares of common stock in which
Prometheus has beneficial interest, as described in the
preceding sentence, is 9.9% of Eye's common stock (assuming
conversion of all shares of preferred stock outstanding) as of
July 20, 1998 (as represented to Prometheus by Eye),
(b) There is shared power to vote and dispose of the
Eye securities owned by Prometheus.
(c) None.
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SCHEDULE 13D
CUSIP No. 301907 30 9 Page 5 of 9 Pages
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Messrs. Jonnie Williams and Francis O'Donnell, principal
shareholders of Eye, have agreed to convert all their shares
of Class B Preferred Stock into shares of Eye common stock
upon shareholder approval of an increase in the authorized
number of common shares.
Mr. Jonnie Williams has agreed to purchase from Eye for
$1,000,000 up to an additional 1,000,000 shares of Eye common
stock at $2.00 per share if Eye does not obtain an additional
$2,500,000 in equity financing by August 31, 1998. Mr.
Williams has agreed to secure this obligation by a pledge
agreement in favor of Prometheus covering 5,000 shares of Eye
Class B Preferred Stock. Mr. Williams also has agreed to vote
his Eye shares in favor of an increase in the authorized
number of common shares. See Exhibits 2 and 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Letter, dated June 30, 1998, from Messrs. Williams
and O'Donnell to Prometheus.
Exhibit 2. Letter, dated June 30, 1998 from Mr. Williams to
Prometheus; form of pledge agreement to be executed by Mr.
Williams in favor of Prometheus.
Exhibit 3. Power of Attorney.
<PAGE>
SCHEDULE 13D
CUSIP No. 301907 30 9 Page 6 of 9 Pages
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 20, 1998
PROMETHEUS PACIFIC GROWTH FUND LDC
/s/ John F. Egan
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Name: John F. Egan
Title: Attorney-in-Fact*
CUSIP No. 301907 30 9 Page 7 of 9 Pages
Exhibit 1
June 30, 1998
Prometheus Pacific Growth Fund, LDC
c/o John Egan, Esq.
Curtis, Mallet-Prevost, Colt & Mosle
101 Park Ave.
New York, NY 10178
Gentlemen:
Please refer to Section 7.12 of a certain Agreement dated as of June
30, 1998, by and between you and Eye Technology, Inc. ("ETI").
This letter, when delivered to you at the address shown above, shall
constitute our agreement and undertaking that, within five (5) days after the
shareholders of ETI have approved an increase in the number of authorized shares
of Common Stock to 100,000,000, as is currently contemplated, each of us will,
for ourselves and any entity which we control or are affiliated, cause a total
of 13,831 shares of Series B Preferred Stock of ETI to be fully converted into
shares of Common Stock pursuant to the terms thereof, i.e., into a total of
45,365,680 shares of Common Stock.
Very truly yours,
/s/ Jonnie R. Williams
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Jonnie R. Williams
/s/ Francis E. O,Donnell, Jr.
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Francis E. O'Donnell, Jr.
CUSIP No. 301907 30 9 Page 8 of Page 9
Exhibit 2
July 9, 1998
Eye Technology, Inc.
16 South Market Street
Petersburg, Virginia 23803
Prometheus Pacific Growth Fund, LDC
c/o Fiduciary Trust (Cayman) Limited
P.O. Box 1062
One Capital Place
Third Floor
George town
Grand Cayman, British West Indies
Gentlemen:
This is to advise you that I am contributing to the capital of
Eye Technology, Inc. without consideration, effective with the effectiveness of
the Agreement defined in the next paragraph, such number of shares of Series B
Preferred Stock of Eye Technology, Inc. as are convertible into 3,750,000 shares
of Common Stock of Eye Technology, Inc.
To induce each of you to enter into an Agreement of event date
herewith (the "Agreement") which will benefit the undersigned as a principal
shareholder of Eye Technology, Inc. ("Eye"), the undersigned agrees that:
1. Should Eye not receive a minimum of US$2,500,000 additional
equity financing by August 31, 1998, I shall purchase for an aggregate price of
US$1,000,000 not more than an additional 1,000,000 shares of Eye's common stock
on September 1, 1998, whether issuable on that date or issuable subject to the
approval referred to in Section 7.3 of the Agreement.
2. I shall vote my shares in favor of the approval specified
in Section 7.3 of the Agreement and shall use my good faith bet efforts to
obtain such approval as soon as feasible.
3. I shall deliver to Prometheus within 5 business days an
executed pledge agreement in favor of Prometheus and certificates (with stock
powers) representing 5,000 shares of Company Class B preferred stock.
4. I hereby authorize and appoint Samuel P. Sears Jr. as my
attorney and agent to execute and deliver, on my behalf and in my name, such
amendments and modifications to this agreement as he may deem advisable, as
evidenced by his signature thereto.
Sincerely,
/s/ Jonnie R. Williams
-----------------------
Jonnie R. Williams
CUSIP No. 301907 30 9 Page 9 of 9 Pages
Exhibit 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William L. Bricker, Jr., Mark H. Barth and John F.
Egan, and each of them, its true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for it in its name, place and
stead, in any and all capacities, to sign a Schedule 13D concerning the
undersigned's interest in Eye Technology, Inc., a Delaware corporation, any or
all amendments thereto and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute and substitutes, may lawfully
do or cause to be done by virtue hereof.
PROMETHEUS PACIFIC GROWTH FUND, LDC
/s/ Fiduciary Trust Administrators Ltd.
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By: Fiduciary Trust Administrators Ltd.
FRINSTEAD LIMITED
/s/
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By:
