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As filed with the Securities and Exchange Commission on May 15, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUMMIT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-287945
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
21 HICKORY DRIVE
WALTHAM, MASSACHUSETTS 02154
(617) 890-1234
(Address, of principal executive offices, including zip code)
PETER E. LITMAN
Vice President and General Counsel
Summit Technology, Inc.
21 Hickory Drive
Waltham, Massachusetts 02154
(617) 890-1234
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement under the earlier effective
registration statement for the same offering. / /
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of each class Amount to offering price aggregate offering registration
securities to be registered be registered per share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock -- $.01 Par Value 1,708,500 Shares $16.9375 $28,937,719 $9,979
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<FN>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The maximum price
per share information is based on the average of the high and the low sale price
on May 10, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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[SET VERTICALLY ON PAGE]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be acceptable prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS Subject to Completion
May 15, 1996
Summit Technology, Inc.
Common Stock
1,708,500 Shares
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All of the shares of Summit Technology, Inc. (the "Company") Common Stock,
par value $.01 per share (the "Common Stock"), offered hereby are being sold by
the holders of the Common Stock named herein under "Selling Stockholders" (the
"Selling Stockholders"). The outstanding Common Stock of the Company is quoted
on the Nasdaq National Market ("NNM") under the symbol "BEAM." On May 14, 1996,
the last reported sale price of the Common Stock on the NNM was $18 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock. Any or all of such Common Stock covered by this Prospectus may be
sold, from time to time, by means of ordinary brokerage transactions or
otherwise. See "Plan of Distribution."
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE INFORMATION SET FORTH
UNDER "RISK FACTORS" BEGINNING ON PAGE 2.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES 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 Selling Stockholders named herein, or any pledgees, donees, transferees
or other successors in interest, directly, through agents to be designated from
time to time, or through dealers or underwriters also to be designated, may sell
the Common Stock from time to time in one or more transactions on the New York
Stock Exchange or in the over-the-counter market and in negotiated transactions,
on terms to be determined at the time of sale. To the extent required, the
specific Common Stock to be sold, the names of the Selling Stockholders, the
respective purchase prices and public offering prices, the names of any such
agent, dealer or underwriter, and any applicable commissions or discounts with
respect to a particular offer will be set forth in any accompanying Prospectus
Supplement or, if appropriate, a post-effective amendment to the Registration
Statement of which this Prospectus is a part. See "Plan of Distribution." By
agreement, the Company will pay all the expenses of the registration of the
Common Stock by the Selling Stockholders other than underwriting discounts and
commissions and transfer taxes, if any. Such expenses to be borne by the Company
are estimated at $47,000.
The Selling Stockholders and any broker-dealers, 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 of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed underwriting commissions or discounts under the 1933 Act.
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The date of this Prospectus is , 1996.
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RISK FACTORS
In addition to the information contained elsewhere in this Prospectus,
prospective investors should carefully consider the following risk factors
before purchasing the securities offered hereby.
Absence of Profitability; Possible Future Losses. The Company has
experienced losses in each year of operation since inception in 1986, except for
a modest profit in 1991. For the year ended December 31, 1995, the Company
incurred a net loss of $3.5 million, bringing its accumulated deficit to $33.5
million as of December 31, 1995. To implement its commercialization strategy,
the Company has begun to make significant expenditures including marketing,
opening and operating vision correction centers ("Vision Correction Centers").
There can be no assurances that the Company will ever achieve long-term
profitability and growth.
Uncertain Market Acceptance. The Company believes that its profitability
and growth depend upon broad acceptance of laser vision correction ("LVC") in
the U.S. There can be no assurance that LVC will be accepted by either the
ophthalmic community or the general population as an alternative to existing
methods of treating refractive vision disorders. The acceptance of LVC may be
affected adversely by its cost (estimated to be between $1,250 and $2,000 per
eye), concerns relating to its safety and efficacy, the lack of third party
reimbursement for LVC, general resistance to surgery, the effectiveness of
alternative methods of correcting refractive vision disorders, the lack of
long-term follow-up data, the possibility of unknown side effects and the cost
of the Company's excimer laser system (the "Excimer System"). Promotional
efforts by suppliers of products or procedures which are alternatives to LVC,
including eyeglasses and contact lenses, some of whom may have greater resources
than the Company, may also affect adversely the market acceptance of LVC. Even
if broad acceptance of LVC does occur, laser system sales may be negatively
impacted by competition, patent disputes, changing technologies and delays in
regulatory approvals. Participation in per-procedure royalties may be negatively
impacted by challenges to Pillar Point Partners (a partnership formed by the
Company and VISX, Incorporated ("VISX") to hold certain U.S. patents), the
Company's patents and/or the investigation by the Federal Trade Commission (the
"FTC") regarding Pillar Point Partners, VISX and the Company. The Company's
failure to achieve broad market acceptance of LVC is likely to have a material
adverse effect on the Company's business financial condition and results of
operations.
Uncertainty of New Business Venture. The Company's three LVC centers
operating in the U.K. have incurred operating losses since their inception in
1992 and have been discontinued. During the first half of 1996 the Company
intends to open between 20 and 30 Vision Correction Centers in the U.S., and
anticipates incurring significant ongoing expenses including marketing, public
relations, leasing costs, personnel hiring and training costs. The success of
the Vision Correction Centers will depend on the market acceptance of LVC. The
Company has limited experience in the operation of such centers and the
marketing of LVC directly to consumers.
State and local laws and regulations relating to the Company's operation of
the Vision Correction Centers, which vary significantly from state to state, may
make it difficult or impossible for the Company to open or profitably operate
Vision Correction Centers in certain jurisdictions. The Company currently does
not anticipate opening Vision Correction Centers in every state. In order to
comply with these diverse regulatory frameworks, the Company will be required to
adopt varying strategies to establish and operate its Vision Correction Centers
in different states, which will increase its costs of doing business. Any
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changes in the regulatory framework in any one or more states could cause delays
in the Company's operation of the Vision Correction Centers in such states, or
make continued operation unprofitable.
Continued significant marketing and operating expenditures and lack of
broad market acceptance of LVC in the U.S. could prevent the Vision Correction
Centers from becoming profitable. There can be no assurance that the Vision
Correction Centers will at any time become profitable. Failure of the Vision
Correction Centers to become profitable may have a material adverse effect on
the Company's business, financial condition and results of operations.
Patent Concerns. There are a number of U.S. and foreign patents covering
methods and apparatus for performing corneal surgery with excimer lasers and
holmium lasers that are not owned by the Company. If patents held by others were
considered valid and interpreted broadly in an adversarial proceeding, they
could be deemed to cover one or more aspects of the Excimer Systems or the
Company's holmium laser systems or their use to perform one or more procedures.
While the Company either owns or has obtained from Pillar Point Partners a
license to what it believes are the important U.S. LVC patents, there can be no
assurance that the Company will not be subject to one or more claims for
infringement.
In the event one of the Company's products is adjudged to infringe a patent
in a particular market with the likely consequence of a damage award, the
Company and its customers may be enjoined from making, using and selling such
products in such market or be required to obtain a royalty-bearing license, if
available on acceptable terms. Alternatively, in the event a license is not
offered, the Company might be required to redesign those aspects of the products
held to infringe so as to avoid infringement. Any redesign efforts undertaken by
the Company might be expensive and could necessitate review by the United States
Food and Drug Administration ("FDA"). Furthermore, they could delay the
reintroduction of the Company's products into certain markets, or may be so
significant as to be impractical. If redesign efforts were impractical, the
Company could be prevented from manufacturing and selling the infringing
products, which would have a material adverse effect on the Company's business,
financial condition and results of operations.
Failure to maintain the protection afforded by certain of the Company's
patents and the patents licensed to the Company and VISX by Pillar Point
Partners would have a material adverse effect on the Company's future revenues
and earnings. Further, there can be no assurance that the Company's patents (or
those licensed from Pillar Point Partners) will ultimately be found to be valid,
or that the Company's patent rights (or those licensed from Pillar Point
Partners) will deter others from developing substantially equivalent or
competitive products. Even if an unlicensed competitor's products infringe upon
the Company's patents or those of Pillar Point Partners, it may be costly to
enforce such rights. An infringement action may require the diversion of funds
from the Company's operations and may require management to expend effort that
might otherwise be devoted to the Company's operations. Furthermore, there can
be no assurance that the Company or Pillar Point Partners will be successful in
enforcing its patent rights. Any failure by the Company or Pillar Point Partners
to prevail in patent infringement actions against others, or any success by
another company in enforcing a patent infringement claim against the Company,
could have a material adverse effect on the Company's business, financial
condition and results of operations.
On August 29, 1995, the Company filed suit in the U.S. District Court for
the District of Delaware against VISX for infringement of a certain U.S. patent
with a priority date of 1985, which was purchased by the Company in 1993 ("the
Azema Patent"). The Company is seeking damages for past infringement
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for all excimer lasers manufactured by VISX in the U.S. for use outside the U.S.
In addition, the Company is seeking to enjoin VISX from manufacturing and
selling excimer lasers for any purpose other than U.S. clinical trials. On
October 10, 1995, VISX filed an answer to the Company's complaint. There can be
no assurance that the Company will prevail in this proceeding.
On September 5, 1995, VISX sued the Company and eight Canadian
ophthalmologists who use or have used the Company's Excimer System, in the
Federal Court of Canada, Trial Division, asserting that the Excimer System
infringed certain Canadian patents held by VISX. In such suit, VISX seeks, among
other things, damages for past infringement and a permanent injunction
preventing the Company and the other defendants from manufacturing, marketing,
selling, using and inducing others to use the Excimer System in Canada. The
Company believes that it has valid defenses to VISX's suit and intends to defend
such action vigorously; however, there can be no assurance that the Company will
be successful. The Company does not believe that the Canadian market is material
to its business. There can be no assurance that additional patent infringement
claims in the United States or in other countries will not be asserted against
the Company, or, if asserted, that the Company will be successful in defending
against such claims.
Risks of Pillar Point Partners. There can be no assurance that the
agreements between the Company and VISX relating to Pillar Point Partners will
preclude patent disputes with VISX with respect to technology not included in
Pillar Point Partners in the U.S. or with respect to any technology outside the
U.S., or that the Company's activities will not infringe patents held by other
parties. Under the agreements establishing Pillar Point Partners, the Company
must pay Pillar Point Partners a royalty fee each time its Excimer System is
used to perform LVC in the U.S., regardless of whether the Company performs the
procedure. The Company intends to maintain contractual arrangements permitting
it to collect such royalty fees from purchasers of its Excimer Systems, but
there can be no assurance that it will be able to collect such fees. On October
13, 1995, the Company received notice that the FTC initiated an investigation to
determine whether Pillar Point Partners, VISX, the Company or any of their
predecessors, alone or in conjunction with others, is engaging or has engaged in
any unfair methods of competition in violation of the Federal Trade Commission
Act, relating to certain arrangements concerning patents on devices and
procedures, and or/practices relating to the sale or distribution of certain
ophthalmic surgical devices. The FTC issued a subpoena requiring the Company to
produce certain materials and information relating to the subject matter of the
investigation. In forming Pillar Point Partners, the Company has taken measures
to structure the partnership in a manner consistent with U.S. antitrust laws.
The compliance of Pillar Point Partners with these laws will depend upon the
activities of the partners, a determination of what constitutes the relevant
market for purposes of such laws, the number and relative strength of
competitors in such markets and numerous other factors, many of which are
presently unknown or are beyond the control of Pillar Point Partners. There can
be no assurance that the FTC's investigation will ultimately lead the FTC to
agree that Pillar Point Partners complies with U.S. antitrust laws. The Company
is accordingly unable to predict whether or not, or when, any proceeding may be
brought by the FTC following such investigation, or the scope of relief, if any,
that may ultimately be ordered in the event that any such proceeding were
determined adversely to the Company and/or Pillar Point Partners. Furthermore,
in March 1995, Pillar Point Partners sued LaserSight, Inc. for patent
infringement in the Federal District Court for Delaware. Although the suit is
based on a patent licensed to Pillar Point Partners by VISX, the Company will
share in the expenses of this litigation. In addition, the defendant,
LaserSight, Inc., has entered a declaratory judgment counterclaim challenging
Pillar Point Partners' ability to enforce its rights under one of its patents,
which counterclaim asserts, among other things, that the alleged pooling of
patents by Pillar Point Partners constitutes patent misuse. Any successful
challenge to the structure and operation
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of Pillar Point Partners or to its patents could have a material adverse effect
on the Company's business, financial condition and results of operations.
Competition. The vision correction industry is subject to intense
competition. LVC competes with eyeglasses, contact lenses and radial keratotomy,
as well as with other technologies and surgical techniques currently under
development, such as corneal implants and surgery using different types of
lasers. Certain of the Company's competitors may have greater financial
resources than the Company, which may enable them to market their products or
procedures to the consumer and to the ophthalmic community in a more effective
manner. The success of any competitive alternatives to LVC would have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company is aware of a number of businesses that have been formed to
provide U.S. consumers with treatment for nearsightedness using LVC, and others
may be formed. These providers of LVC will compete with the Vision Correction
Centers and may have greater financial resources than the Company and/or may be
or become more experienced in profitably performing LVC. The Company's Vision
Correction Centers also may compete with hospitals, clinics and private
ophthalmologists to the extent such providers perform LVC within the same
geographic areas as a Vision Correction Center. The success of these providers
of LVC using the Company's or similar products in capturing the market for LVC
could have a material adverse effect on the Company's business, financial
condition and results of operations.
The Excimer System currently competes with other manufacturers' excimer
laser systems sold in the U.S. and abroad. On October 2, 1995 VISX announced
that it had received FDA approval to commercially market its excimer laser
system for phototherapeutic keratectomy ("PTK") and on March 27, 1996 VISX
announced that its premarket approval application for its excimer laser system
for LVC to treat nearsightedness was approved by the FDA. This may have a
negative effect on the Company's system sales. Additionally, competitors, both
in the U.S. and abroad, may enter the equipment manufacturing business or
acquire existing companies. Competing manufacturers of excimer laser systems may
have greater financial resources than the Company, may be able to offer their
products at a lower cost or may develop procedures that involve a lower per
procedure cost. Competition from new entrants may be particularly prevalent in
those countries where significant regulatory approvals are not required.
The Company is aware that certain U.S. physicians are performing refractive
procedures in the U.S. with the Company's used Excimer Systems purchased from
overseas third parties at prices below those charged by the Company for new U.S.
systems. These "grey market" systems do not conform to the specifications
required by the FDA and have been classified by the FDA as "adulterated" in an
FDA Import Alert dated February 23, 1996. The alert authorizes detention of such
systems without inspection at customs. The Company is also aware that certain
U.S. ophthalmologists are performing refractive procedures in the U.S. with
so-called "homemade" excimer lasers that have not been the subject of any
FDA-approved clinical testing. The Company believes that these lasers, which
generally sell for less than the Company's Excimer Systems, are also adulterated
within the meaning of the FDC Act. The confusion created by the grey market
laser systems and homemade laser systems is adversely affecting the Company's
U.S. system sales. The Company believes that the FDA and certain state agencies
are investigating the parties involved in the grey market and homemade laser
activities, and is hopeful that regulatory action to curb these activities may
be forthcoming, although there can be no assurance of such regulatory action.
The Company is also pursuing litigation against certain of the parties involved
in certain
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of these activities, including an importer, a service provider and certain
ophthalmologists, and is considering additional action to curb this activity.
Safety and Efficacy Concerns. Concerns with respect to the safety and
efficacy of the Company's Excimer System to perform LVC include predictability
and stability of results. Potential complications and side effects include:
post-operative discomfort; corneal haze during healing (an increase in the light
scattering properties of the cornea); glare/halos (undesirable visual sensations
produced by bright lights); decreases in contrast sensitivity; temporary
increase in intraocular pressure in reaction to post-procedure medication;
modest fluctuations in refractive capabilities during healing; modest decreases
in best corrected vision (i.e., with corrective eyewear); unintended over- or
under-corrections; regression of effect; disorders of corneal healing; corneal
scars; corneal ulcers and induced astigmatism. There can be no assurance that
long-term follow-up data will not reveal additional complications that may have
a material adverse effect on acceptance of LVC which in turn would have a
material adverse effect on the Company's business, financial condition and
results of operations.
Possible Failure to Obtain Regulatory Approvals for Products. The Company's
Excimer Systems and related disposables are regulated as medical devices by the
FDA under the Federal Food, Drug, and Cosmetic Act ("FDC Act"). As such, these
devices require premarket clearance or premarket approval ("PMA") by the FDA
prior to commercialization in the U.S. The PMA approval process (and underlying
clinical studies) is lengthy and uncertain and requires substantial commitments
of the Company's financial resources and management's time and effort. Delays in
obtaining or failure to obtain required regulatory approvals or clearances in
the U.S. and other countries would prevent the marketing of the Excimer System
and other devices and impair the Company's ability to generate funds from
operations, which in turn would have a material adverse effect on the Company's
business, financial condition and results of operations. There can be no
assurance that the Company will be able to obtain premarket approvals or
premarket clearances in the U.S. or certain foreign countries for intended uses
of its Excimer Systems, or any of its other devices for which the Company seeks
approvals or clearances.
The Company believes that the Excimer System requires a PMA or PMA
supplement for each of the surgical procedures which it is intended to perform,
including PTK, LVC and Laser Assisted in situ Keratomileusis ("LASIK"). The FDA
has approved the Company's PMA application to commercially market the Excimer
System for PTK in the U.S. The Company has obtained approval from the FDA to
conduct clinical investigations of the Excimer System for LVC and LASIK pursuant
to an Investigational Device Exemption ("IDE"). The FDA may grant premarket
approval with respect to a particular procedure performed with the Excimer
System only when it is satisfied that the use of the device for that particular
procedure is safe and effective. In granting premarket approval, the FDA may
restrict the types of patients who may be treated, thereby limiting the market
acceptance of the Excimer System. The FDA may grant approval of the Excimer
System for use with certain procedures but not others. Modifications to a device
that is the subject of an approved PMA, its labeling, or manufacturing process
may require approval by the FDA of PMA supplements or new PMAs. The Company has
made certain minor manufacturing changes to the Excimer System since the device
was approved by the FDA for PTK. Although the Company believes such changes are
minimal and do not require the filing of a PMA supplement or prior approval by
the FDA, there can be no assurance that the FDA would not require the Company to
file a PMA supplement, which would result in additional costs and delays in
marketing the modified device. Supplements to a PMA often require the submission
of the same type of information required for an initial PMA, except that the
supplement is generally limited to that information needed to support the
proposed change from the product covered by the original PMA.
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On September 15, 1995, the Company received an Approvable Letter from
the FDA for the Company's PMA for use of the Excimer System in the U.S. to
treat nearsightedness using LVC. The Approvable Letter contained the final
conditions and product labeling requirements that the Company must satisfy
prior to the FDA's approval of the PMA. The Approvable Letter also required the
initiation of postmarket studies ("PMS") and surveillance. The data generated
by the PMS studies will be reviewed by the FDA in determining whether future
restrictions on device labeling are warranted. The Company received from the
FDA an Approval Letter dated October 20, 1995 for the Company's PMA for use of
the Excimer System in the U.S. to treat nearsightedness using LVC. The Approval
Letter authorizes the Company to commercially distribute the device for its
approved indications in the U.S. The Approval Letter also places certain
restrictions on the use, labeling, promotion and advertising of the device and
requires the Company to notify purchasers and users of these restrictions. The
restrictions concern, generally, the use of the device only by trained
practitioners, the information that must be provided to prospective patients,
and the inclusion of specified indications, risks and benefits in all promotion
and advertising for use of the Excimer System using LVC.
The Company has obtained FDA approval to conduct several additional studies
involving subsets of patients under the Company's IDE for LVC. In addition, the
Company also is engaged in ongoing U.S. trials of its emphasis(R) erodible mask,
a single-use polymer disc developed by the Company to perform LVC ("Erodible
Mask"). There can be no assurance that the device will be shown to be safe and
effective, or that it will be approved or cleared by FDA or foreign bodies, for
the intended uses for which it is being investigated.
In June 1992, the Company was granted 510(k) premarket clearance for its
holmium laser system ("Holmium System") and a related disposable hand-held probe
for performing Laser Sclerostomy ("LS"). In June 1993, the Company was granted
premarket clearance for a second hand-held tip for performing LS. If the Company
makes any modification to its cleared Holmium System or probes that constitutes
a major change to the intended use of the device or that could significantly
affect the safety or effectiveness of the device, the Company will be required
to file a new 510(k), or potentially a PMA, for the modification. The Company
believes that PMA approval is necessary to market the Holmium System for
performing Laser Thermal Keratoplasty ("LTK"). The Company has received approval
from the FDA to conduct several IDE studies of the Holmium System using LTK to
treat approximately 400 eyes for hyperopia and astigmatism. There can be no
assurance that the device will be shown to be safe and effective, or that it
will be approved or cleared by FDA or foreign bodies, for the intended uses for
which it is being investigated.
Any products manufactured or distributed by the Company pursuant to a
premarket clearance notification or PMA are or will be subject to pervasive and
continuing regulation by the FDA. The FDC Act also requires the Company to
manufacture its products in registered establishments and in accordance with its
Good Manufacturing Practices ("GMP") regulations and to list its devices with
FDA. The Company's facilities in the U.S. and Ireland are subject to periodic
GMP inspections by the FDA. These regulations impose certain procedural and
documentation requirements upon the Company with respect to manufacturing and
quality assurance activities. The FDA has proposed changes to the GMP
regulations which will likely increase the cost of compliance with GMP
requirements. Labeling and promotional activities are subject to scrutiny by the
FDA and, in certain instances, by the Federal Trade Commission. Current FDA
enforcement policy prohibits the marketing of approved medical devices for
unapproved uses. Noncompliance with applicable requirements can result in, among
other things, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, denial or withdrawal
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of premarket clearance or approval of devices, recommendation by the FDA that
the Company may not be allowed to enter into government contracts and criminal
prosecution. The FDA also has the authority to request the repair, replacement
or refund of the cost of any device manufactured or distributed by the Company.
The Company believes its relations with the FDA are good. Changes in the
existing regulatory environment, changes in existing regulatory requirements or
adoption of new requirements could have a material adverse effect on the
Company's business, financial condition and results of operations. There can be
no assurance that the Company will not be required to incur significant costs to
comply with laws and regulations in the future or that laws and regulations will
not have a material adverse effect upon the Company's business, financial
condition or results of operations. All lasers manufactured by the Company are
subject to the Radiation Control for Health and Safety Act administered by the
Center for Devices and Radiological Health of the FDA which imposes record
keeping, reporting and safety requirements on manufacturers of lasers.
Furthermore, the introduction of the Company's products in foreign
countries may require obtaining foreign regulatory clearances. Sales of the
Company's products are currently unrestricted in approximately 40 countries.
Sales of the Company's laser systems are limited in several countries in
addition to the U.S., including Japan, Taiwan and Mexico. There can be no
assurances that the Company will be able to obtain regulatory clearances for its
products in the U.S. or foreign markets.
Manufacturing Concerns. The Company currently purchases certain components
used in the manufacture of the Excimer Systems from only one of the available
suppliers. If such supplier were to cease providing components to the Company,
the Company would be required to locate and contact with a substitute supplier,
and there can be no assurances that such substitute supplier could be located in
a timely manner, or could provide required components on commercially reasonable
terms. A failure to increase production volumes in a cost-effective or timely
manner, or any interruption in the manufacturing of Excimer Systems, would have
a material adverse effect on the Company's business, financial condition and
results of operations.
Potential Liability Claims and Uninsured Risks; Limited Insurance. The
testing and use of human health care products entails an inherent risk of
physical injury to patients and physicians, and exposes the manufacturer to
potential product liability and other damage claims. In addition, the Company's
products include high voltage power supplies. While the Company maintains
product liability insurance with coverage of $5.0 million per occurrence and an
annual aggregate maximum of $5.0 million, there can be no assurance that any
product liability claim assessed against the Company would not exceed its
insurance coverage. There can be no assurance that adequate product liability
insurance will continue to be available, either at existing or increased levels
of coverage, on commercially reasonable terms, if at all, and that the Company's
existing insurance will be adequate to cover any future claims that may be made.
Also, while the Company is exploring the availability of umbrella liability and
errors and omissions coverage for its Vision Correction Centers, there can be no
assurance that such coverage will be available in amounts sufficient to protect
the Company from malpractice, negligence or other claims, or that it will be
available at an acceptable cost. Even if a claim against the Company is covered
by insurance, the costs of defending a product liability, malpractice,
negligence or other action, and/or the assessment of damages in excess of
insurance coverage, could have a material adverse effect on the Company's
business, financial condition and results operations.
Volatility of Stock Price. The market price of the Company's Common Stock
historically has been volatile. Factors such as announcements of technological
innovations or new products by the Company
- 8 -
<PAGE> 10
or its competitors, changes in domestic or foreign governmental regulations or
regulatory approval processes, developments or disputes relating to patent or
proprietary rights and public concern as to the safety and efficacy of the
procedures for which the Excimer System is used, has and may continue to have a
significant impact on the market price of the Common Stock. Moreover, the
possibility exists that the stock market (and in particular the securities of
technology companies such as the Company) could experience extreme price and
volume fluctuations unrelated to operating performance.
Certain Anti-takeover Provisions of the Company's Charter and By-Laws. The
Company's Articles of Organization and By-Laws, as well as certain state
statutes, contain provisions that could have the effect of discouraging persons
from pursuing a non-negotiated takeover of the Company and preventing certain
changes of control. The Company's Articles of Organization and By-Laws fix the
number of directors at five and provide for the election of directors to
staggered, three-year terms. The Company has authorized 5,000,000 shares of
preferred stock, $.01 par value, which could be issued with rights senior to the
Common Stock and once issued would impose various procedural and other
requirements that could make it more difficult for stockholders to effect
certain corporate actions. In addition, the Company has adopted a shareholders'
rights plan providing for discount purchase rights to the holders of Common
Stock upon certain acquisitions of the Company's Common Stock. These provisions,
together with the shareholders' rights plan, may discourage a third party from
attempting to acquire control of the Company and may lower the price that an
investor may be willing to pay for shares of the Company's Common Stock.
AVAILABLE INFORMATION
The Company is subject to the informational 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
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, on payment of prescribed charges. Such
reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act, with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which have
been omitted in accordance with the rules and regulations of the Commission, and
the exhibits relating thereto, which have been filed with the Commission. Copies
of the Registration Statement and the exhibits are on file at the offices of the
Commission and may be obtained upon payment of the fees prescribed by the
Commission, or examined without charge at the public reference facilities of the
Commission described above.
No person is authorized in connection with the offering made hereby to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
- 9 -
<PAGE> 11
authorized by the Company, the Selling Stockholders set forth under "Selling
Stockholders" or any underwriter. This Prospectus relates solely to the Common
Stock and it may not be used or relied on in connection with any other offer or
sale of securities of the Company. This Prospectus does not constitute an offer
to sell or a solicitation of any offer to buy by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus at any time nor any sale made hereunder
shall under any circumstance imply that the information herein is correct as of
any date subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Commission by the Company are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1996.
(c) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A dated May 16, 1988,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein 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 that also is incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents that have been incorporated by reference in this
Prospectus, other than exhibits to such documents. Such documents may be
obtained by writing to Summit Technology, Inc., 21 Hickory Drive, Waltham,
Massachusetts 02154, Attention: Corporate Clerk, or by calling (617) 890-1234.
THE COMPANY
The Company is a worldwide leader in the development, manufacture and sale
of ophthalmic laser systems designed to correct common refracture vision
disorders such as nearsightedness, farsightedness and astigmatism by using the
LVC procedure. On October 20, 1995, the Company's Excimer System became the
first excimer laser system in the world to be approved by the FDA for commercial
sale in the United States to treat nearsightedness. The FDA approval letter
covers the use of the Company's Excimer System to treat nearsightedness between
1.5 and 7.0 diopters with a six millimeter ablation zone. Use of
- 10 -
<PAGE> 12
the Company's Excimer System to treat astigmatism and farsightedness has not
been approved by the FDA. The Company's strategy is to become a
vertically-integrated vision correction business by (i) manufacturing and
selling laser systems and related products to correct vision disorders; (ii)
operating Vision Correction Centers; and (iii) participating in per procedure
royalty revenues from its ownership in Pillar Point Partners.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the Common Stock
offered hereunder by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders have acquired the 1,708,500 shares of Common Stock
offered hereby from the Company pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Summit Acquisition Corporation, a
wholly-owned subsidiary of the Company, Creslin Limited, Mordechai Golan,
Menderes Akdag, Huseyin Kizanlikli and Lens Express, Inc. ("Lens"), pursuant to
which Lens became a wholly-owned subsidiary of the Company. The Company may from
time to time supplement or amend this Prospectus, as required, to provide other
information with respect to the Selling Stockholders.
Except as set forth in the next sentence, none of the Selling Stockholders
holds any position or office with, has been employed by, or otherwise has a
material relationship with the Company, or any of its predecessors or
affiliates, other than as stockholders and creditors of Lens. Mr. Akdag is chief
executive officer, treasurer and secretary of Lens, Mr. Golan is chairman of the
board of directors of Lens and performs services for Lens as a licensed
optician, and Mr. Kizanlikli is the vice chairman of the board of directors of
Lens.
The following table sets forth certain information regarding ownership of
the Company's Common Stock by the Selling Stockholders. Because the Selling
Stockholders may offer all or part of the Common Stock which they hold pursuant
to the offering contemplated by this Prospectus and because their offering is
not being underwritten on a firm commitment basis, no estimate can be given as
to the amount of the Common Stock that will be held by Selling Stockholders upon
termination of this offering.
- 11 -
<PAGE> 13
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER
COMMON STOCK PERCENTAGE OF OF SHARES
SELLING SECURITYHOLDER BENEFICIALLY OWNED OUTSTANDING SHARES OFFERED HEREBY[1]
- ---------------------- ------------------ ------------------ -----------------
<S> <C> <C> <C>
Mordechai Golan 854,045 2.92% 854,045
7792 Travelers Tree Drive
Boca Raton, FL 33433
Creslin Limited 852,114 2.91% 852,114
P.O. Box 535
Albert House, South Esplanade
St. Peter Port
Guernsey GY1 6HA
Menderes Akdag 427 .001% 427
298 NE 6th Street
Boca Raton, FL 33432
Huseyin Kizanlikli 1,914 .007% 1,914
3200 N. Port Royal Drive
#1011
Ft. Lauderdale, FL 33308
<FN>
[1] Of the total number of shares hereby offered by each Selling
Shareholder, 10% of the shares are held in escrow pursuant to the terms of
Merger Agreement.
</TABLE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers, (iii)
through agents on a best-efforts basis, or (iv) through a combination of any
such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be sold
from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated prior to the sale. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
- 12 -
<PAGE> 14
The Selling Stockholders and any such underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The 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 at negotiated prices. Such
prices will be determined by the Selling Stockholders or by an agreement between
the Selling Stockholders and underwriters or dealers. Brokers or dealers acting
in connection with the sale of Common Stock contemplated by this Prospectus may
receive fees or commissions in connection therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any discounts, commissions
and other items constituting compensation from the Selling Stockholders and/or
the Company and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to the public. Such
supplement to this Prospectus and, if necessary, a post-effective amendment to
the Registration Statement of which this Prospectus is a part, will be filed
with the Commission to reflect the disclosure of additional information with
respect to the distribution of the Common Stock.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Stock may not simultaneously engage in
market making activities with respect to the Common Stock for a period of nine
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders and any person
participating in the distribution of the Common Stock will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of the Common Stock by the Selling
Stockholders or any such other person.
In order to comply with certain states' securities laws, if applicable, the
Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Common Stock may not be sold
unless its has been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available.
The Shares are offered pursuant to Section 15 of the Merger Agreement which
states that the Company will maintain the effectiveness of the Registration
Statement until the earlier of (i) such time as all of the Shares have been
disposed of in accordance with the intended methods of disposition set forth in
the Registration Statement and (ii) two years after the closing under the Merger
Agreement. In the event that any Shares remain unsold at the end of such period,
the Company may file a post-effective amendment to the Registration Statement
for the purpose of removing such Shares from registered status.
The Company has agreed to indemnify the Selling Stockholders and certain
other persons against certain liabilities, including liabilities arising under
the Securities Act.
- 13 -
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<S> <C>
SEC Registration Fee........................................ $ 9,979.00
Nasdaq National Market Listing Fee.......................... $17,500.00
Blue Sky Fees and Expenses*................................. $ 0.00
Legal Fees and Expenses* ................................... $10,000.00
Printing Expenses*.......................................... $ 5,000.00
Accounting Fees and Expenses*............................... $ 3,000.00
Miscellaneous*.............................................. $ 1,521.00
Total Expenses..................................... $47,000.00
<FN>
- -----------------------------------
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of the Massachusetts Business Corporation Law sets forth certain
circumstances under which directors, officers, employees and agents may be
indemnified against liability that they may incur in their capacity as such.
Section 67 of the Massachusetts Business Corporation Law provides as follows:
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
II - 1
<PAGE> 16
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
The Company's Articles of Organization provide that directors are not
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty except for: (a) any breach of the director's duty of loyalty to
the Company or its shareholders; (b) acts or omissions not in good faith or that
involve intentional misconduct or knowing violations of law; (c) under the
Massachusetts Business Corporation Law provisions imposing joint and several
liability for improper distributions to shareholders or loans to officers or
directors; (d) transactions from which a director derived an improper personal
benefit; or (e) for any act or omission occurring prior to the effective date of
such provision.
The Company's By-Laws require the Company to indemnify all officers,
directors, employees and agents of the Company against all liabilities and
expenses they may incur on account of all actions threatened or brought against
them by reason of their services to the Company. No indemnification is provided
for any person with respect to any matter as to which such person has been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company. The Company
maintains a director's and officer's liability insurance policy in the aggregate
amount of $3,000,000 on behalf of its directors and officers. The insurance
policy expires on October 28, 1996, unless renewed or earlier terminated.
For the undertaking with respect to indemnification, see Item 17 herein.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER TITLE OF EXHIBIT
------ ----------------
5.1* Opinion of Ropes & Gray re: legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ropes & Gray (to be included in the opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (to be included as part of signature page
filed herewith)
- --------------
* To be filed by amendment
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange
II - 2
<PAGE> 17
Commission such indemnification is against public policy as expressed in the 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 of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
b. 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;
c. 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)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II - 3
<PAGE> 18
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-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on the
15th day of May, 1996.
SUMMIT TECHNOLOGY, INC.
By: /s/ David F. Muller
-----------------------------
David F. Muller
Chief Executive Officer and
Chairman of the Board
II - 4
<PAGE> 19
POWER OF ATTORNEY
We, the undersigned officers and directors of Summit Technology, Inc.,
hereby severally constitute Peter E. Litman, David F. Muller and Rajiv P. Bhatt,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement filed herewith and any and all
amendments to said Registration Statement (including post-effective amendments),
and generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Summit Technology, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Witness our hands on the date set forth below.
<TABLE>
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.
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ David F. Muller Chief Executive Officer May 15, 1996
- -------------------------- and Chairman of the Board
David F. Muller
/s/ Rajiv P. Bhatt Treasurer and May 15, 1996
- -------------------------- Chief Financial Officer
Rajiv P. Bhatt
/s/ Jeffrey A. Bernfeld Director May 15, 1996
- --------------------------
Jeffrey A. Bernfeld
/s/ Richard F. Miller Director May 15, 1996
- --------------------------
Richard F. Miller
Director May 15, 1996
- --------------------------
John A. Norris
/s/ Richard M. Traskos Director May 15, 1996
- --------------------------
Richard M. Traskos
</TABLE>
II - 5
<PAGE> 20
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE OF EXHIBIT
------ ----------------
5.1* Opinion of Ropes & Gray re: legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ropes & Gray (to be included in the opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (to be included as part of signature page
filed herewith)
- ----------
* To be filed by amendment
II - 6
<PAGE> 1
EXHIBIT 23.1
------------
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated February 6,
1996 included in Summit Technology, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
KPMG Peat Marwick LLP
Boston, Massachusetts
May 15, 1996
