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FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB Number 3235-0104
Expires: April 30, 1997
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Estimated average burden
hours per response......0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person 2. Date of Event Re- 4. Issuer Name and Ticker or Trading Symbol
quiring Statement
SOLA International, Inc. (Month/Day/Year) Neolens, Inc. "Neol"
(Last) (First) (Middle) 5. Relationship of Reporting Person to Issuer 6. If Amendment,
May 28, 1996 (Check all applicable) Date of Original
2420 Sand Hill Road, Suite 200 3. IRS or Social Se- Director X 10% Owner (Month/Day/Year)
curity Number of ----- -----
(Street) Reporting Person Officer (give Other (specify
(Voluntary) ----- title ----- below)
Menlo Park, California 94205 below)
(City) (State) (Zip) ----------------------------------------
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Direct (D) or Ownership (Instr. 5)
(Instr. 4) Indirect (I)
(Instr. 5)
<S> <C> <C> <C>
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
(Print or Type Responses) SEC 1473 (8-92)
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FORM 3 (CONTINUED) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE
SECURITIES)
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1. Title of Derivative 2. Date Exercisable and Expiration 3. Title and Amount of 4. Conver- 5. Owner-ship 6. Nature of
Security Date (Month/Day/Year) Securities Underlying sion or Form of Indirect
(Instr. 4) Derivative Security Exercise Deri-vative Beneficial
(Instr. 4) Price of Security: Ownership
Deri- Direct (D) (Instr. 5)
vative or Indirect
Date Exer- Expiration Date Title Amount or Security (I) (Instr.
cisable Number of 5)
Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option to Purchase 5/28/96 Upon the earlier to occur Common 495,975 $1.14 per D
Common Stock of the Effective Time (as Stock share.
such term is defined in
the Merger Agreement dated
as of May 28, 1996,
between Sola
International, Inc., Sola
Acquisition Corp. and
Neolens, Inc. (the "Merger
Agreement")) and the date
45 days after the
termination of the Merger
Agreement.
Option to Purchase 5/28/96 Upon the earlier to occur Series B 12,000* $41.09 D
Series B of the Effective Time and Convertible per share
Convertible the date 45 days after the Preferred
Preferred Stock termination of the Merger Stock
Agreement.
Option to Purchase 5/28/96 Upon the earlier to occur Units of 8,771, 625 $.65 per D
Units of one one- of the Effective Time and one one- units unit
hundredth of a the date 45 days after the hundredth
share of Series C termination of the Merger of a share
Junior Agreement. of Series C
Participating Junior
Preferred Stock Participa-
ting
Preferred
Stock
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute SOLA INTERNATIONAL, INC.
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). By: /s/John E. Heine June 7, 1996
------------------------------ ------------
* The 12,000 shares of Series B Convertible Preferred Stock are Name: John E. Heine Date
currently convertible at the option of the holder into Title: President and Chief Executive Officer
approximately 278,000 shares of Common Stock. The ** Signature of Reporting Person
agreements containing these options are described in a
Schedule 14D-1 and Schedule 13D filed by the reporting
person on June 5, 1996.
Page 3
SEC 1473 (3/91)
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