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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 30, 1997
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SUMMIT TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-16937 04-2897945
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21 HICKORY DRIVE
WALTHAM, MASSACHUSETTS 02154
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (617) 890-1234
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ITEM 5.
AZEMA SETTLEMENT
On June 18, 1997, the Company and VISX, Inc. settled all outstanding U.S.
and international patent infringement disputes between them, including the
infringement litigation in Delaware related to the Company's Azema patent and
in Canada related to VISX's L'Esperance patents. Under the settlement, VISX and
the Company have released each other and their customers from claims of past
infringement and have cross-licensed each other's foreign patents in the field
of laser ablation of corneal tissue. In addition, as part of the agreement, an
exclusive license to the relevant U.S. Azema patents will be contributed to
Pillar Point Partners. The settlement requires an exchange of payments resulting
in a net payment of $4.5 million to the Company. Excluded from the settlement is
the lawsuit brought by VISX Partner, Inc. against Summit Partner, Inc. in
Massachusetts in connection with partnership matters.
ADDITIONAL SECURITIES ACTION
On May 30, 1997, an alleged purchaser of call options with respect to
Summit common stock commenced an action against the Company and certain of its
present or former officers in the United States District Court for the District
of Massachusetts. The action is presently pending as MYERS V. SUMMIT
TECHNOLOGY, INC., ET AL., Civil Action No. 97-11167-JLT. Plaintiff in this
action claims to have purchased twenty (20) Summit $35 calls on February 9,
1996, which he claims expired worthless on September 20, 1996. Plaintiff claims
violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
arising out of public statements made by the Company or its officers. Other
than allegations relating to plaintiff himself and the class he seeks to
represent, the allegations of the complaint are substantially similar to those
made in the first amended and consolidated class action complaint filed on
January 10, 1997 in IN RE SUMMIT TECHNOLOGY SECURITIES LITIGATION, Civil Action
No. 96-11589-JLT (the "Exchange Act Action"). Plaintiff has identified his case
as related to the Exchange Act Action, and it has been assigned to the same
Judge of the Federal Court in Boston. The Exchange Act Action has been
described in previous filings of the Company, including its Form 10-K for the
year ended December 31, 1996 filed with the SEC on or about March 28, 1997 and
the Company's Form 10-Q for the quarterly period ended March 31, 1997 filed
with the SEC on May 15, 1997.
Plaintiff in the MYERS action seeks certification of the action as a class
action, purportedly on behalf of all persons or entities (other than the
defendants, members of Summit's Board of Directors, and various Summit
affiliates) who purchased Summit call options or sold Summit put options during
the period beginning on March 31, 1995 through and including July 3, 1996.
Plaintiff seeks unspecified damages, interest, costs and expenses.
The Company believes that the allegations in the Complaint are without
merit, and it intends to defend the action vigorously. There can be no
assurance that the Company will not be served with additional complaints of a
similar nature in the future, that the Company will ultimately prevail in the
pending or any possible additional actions, or that the actions, individually
or in the aggregate, will not have a material adverse effect on the Company.
LENS EXPRESS ACTION
Certain former shareholders of Lens Express, Inc. (the "Lens Shareholders")
commenced an action against the Company and David Muller, the Company's former
Chairman and Chief Executive Officer, in the United States District Court for
the Southern District of Florida. The action is pending as
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GOLAN, ET AL. V. SUMMIT TECHNOLOGY, ET AL., Case No. 97-6589-Ferguson. The
Complaint alleges that material misrepresentations and nondisclosures by the
Company caused the Lens Shareholders to enter into the Merger Agreement with
the Company, pursuant to which the Company acquired all of the outstanding
shares of common stock of Lens Express. These alleged misrepresentations and
nondisclosures are substantially similar to the misrepresentations and
nondisclosures alleged in the first amended and consolidated class action
complaint filed on January 10, 1997 in IN RE SUMMIT TECHNOLOGY SECURITIES
LITIGATION, Civil Action No. 96-11589-JLT (the "Exchange Act Action"). In
addition, the Lens Shareholders allege that the Company breached the Merger
Agreement and induced them to agree to close on the Agreement by failing to
disclose alleged material adverse financial information about the Company,
including alleged declines in the Company's revenue and earnings. The Lens
Shareholders also claim that the Company improperly failed to provide them with
an opinion letter which the Lens Shareholders allege was necessary to make the
shares of Summit stock they received in the merger tradeable in the stock
market.
The Lens Shareholders allege causes of action under Section 12 of the
Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934. They also allege causes of action for breach of contract,
negligent misrepresentation, fraudulent misrepresentation, and constructive
trust. They ask that the Merger Agreement be rescinded and that Lens Express be
restored to them, that a receiver be appointed to supervise the management of
Lens Express during the pendency of the litigation, and that they be awarded
unspecified compensatory and punitive damages, interest, costs and expenses.
The Company believes that the allegations in the Complaint are without
merit, and it intends to defend the action vigorously. There can be no
assurance that the Company will ultimately prevail in the action or that the
action will not have a material adverse effect on the Company.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUMMIT TECHNOLOGY, INC.
By: /s/ Robert J. Palmisano
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Robert J. Palmisano
Chief Executive Officer
Date: June 25, 1997
