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Previous: AMERICAN CONSOLIDATED GROWTH CORP, 8-K, 1997-10-27 |
Next: TCF FINANCIAL CORP, 8-K, 1997-10-27 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 18, 1997
---------------
SUMMIT TECHNOLOGY, INC.
-----------------------
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-16937 04-2897945
------------- ------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21 HICKORY DRIVE
WALTHAM, MASSACHUSETTS 02154
----------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 890-1234
--------------
<PAGE> 2
The undersigned Registrant hereby amends Item 7 of its Current Report on Form
8-K dated August 28, 1997 as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) NOT APPLICABLE.
(b) PRO FORMA FINANCIAL INFORMATION.
Introduction
Unaudited Pro Forma Interim Consolidated Statement of
Operations for the Six Months Ended June 30, 1997
Unaudited Pro Forma Consolidated Statement of Operations for
the Year Ended December 31, 1996
Unaudited Pro Forma Consolidated Balance Sheet at
June 30, 1997
Notes to Unaudited Pro Forma Consolidated Financial
Statements
(c) EXHIBITS
Exhibit Number Title
- -------------- -----
2.1* Acquisition Agreement dated July 23,
1997 (the "Acquisition Agreement")
between Summit Technology, Inc. (the
"Registrant"), Refractive Centers
International, Inc., a wholly-owned
subsidiary of the Registrant ("RCII"),
and LCA-Vision Inc. ("LCA"). The
Registrant will furnish supplementally a
copy of any omitted exhibit to the
Acquisition Agreement to the Securities
and Exchange Commission upon request.
2.2* Shareholders' Agreement dated August 18,
1997 between the Registrant, LCA and
certain shareholders named therein.
2.3* Registration Rights Agreement dated
August 18, 1997 between the Registrant
and LCA.
- ------------------------
*Previously filed
- 2 -
<PAGE> 3
SIGNATURES
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
-------------------------------
Robert J. Palmisano
Chief Executive Officer
Date: October 24, 1997
- 3 -
<PAGE> 4
Introduction
Financial Statements, Pro Forma Financial Information
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On August 18, 1997 Summit Technology, Inc. ("Summit") entered into an agreement
to sell 5,000,000 shares of outstanding common stock of Refractive Centers
International, Inc. (RCII), par value $.01 per share, to LCA-Vision Inc.
("LCA"), in consideration for 16,164,361 shares of LCA common stock, par value
$.001 per share. The 5,000,000 shares of RCII common stock sold by Summit
represented all its ownership in RCII and 94.7% of the issued and outstanding
shares of RCII common stock. LCA purchased the remaining 5.3% of the outstanding
shares of RCII from certain option holders of RCII, who exercised their options
prior to the closing, in exchange for shares of common stock of LCA.
The following unaudited pro forma consolidated financial information of Summit
and subsidiaries reflects the continuing operating results of Summit as if RCII
had been disposed of effective January 1, 1996. The gain on the sale of RCII
will be shown as a component of discontinued operations and, accordingly, has
not been reflected in the unaudited pro forma consolidated financial
information. The unaudited pro forma consolidated balance sheet includes an
investment in LCA common stock recorded at the estimated price per share at the
time of the sale. Determination of the actual investment in LCA requires the
preparation of a valuation of the LCA common stock received and retained by
Summit. Summit is currently obtaining such a valuation.
1
<PAGE> 5
Summit Technology, Inc. and Subsidiaries
Unaudited Pro Forma Interim Consolidated Statement of Operations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997(1)
----------------
<S> <C>
Net revenues $44,342
Cost of revenues 28,213
-------
Gross Profit 16,129
Operating expenses:
Selling, general and administrative 8,669
Research and development expenses 3,236
Legal expenses 4,249
-------
Total operating expenses 16,154
-------
Operating loss (25)
Other income 1,305
-------
Income before provision for income taxes 1,280
Provision for income taxes 108
-------
Net income $ 1,172
=======
Net income per share $ .04
=======
Weighted average number of common
shares and common share
equivalents outstanding 31,243
=======
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements
2
<PAGE> 6
Summit Technology, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
Year ended December 31, 1996
(in thousands, except per share)
<TABLE>
<CAPTION>
Unadjusted Pro Forma Adjusted
Balance Adjustments Balance
------- ----------- -------
<S> <C> <C> <C>
Net revenues $ 80,477 $ 80,477
Cost of revenues 62,438 62,438
-------- --------
Gross Profit 18,039 18,039
Operating expenses:
Selling, general and administrative expenses 24,802 24,802
Research and development expenses 5,892 5,892
Legal expenses 6,009 6,009
-------- --------
Total operating expenses 36,703 36,703
Operating loss from continuing operations (18,664) (18,664)
-------- --------
Other income 5,217 5,217
-------- --------
Net loss from continuing operations
before provision for income taxes (13,447) (13,447)
Provision for income taxes 44 44
-------- --------
Net loss from continuing operations $(13,491) $(13,491)
Discontinued Operations:
Loss from discontinued operations (18,766) 18,766(2) --
Loss on disposal of discontinued operations (4,600) 4,600(2) --
-------- ------- --------
Loss from discontinued operations (23,366) 23,366 --
-------- ------- --------
Net loss $(36,857) $(13,491)
======== ========
Loss per share from continuing operations (.44) (.44)
Loss per share from discontinued operations (.75) --
-------- --------
Net loss per share $ (1.19) $ (.44)
======== ========
Weighted average number of
common shares outstanding 30,956 30,956
======== ========
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements
3
<PAGE> 7
Summit Technology, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 1997
(in thousands)
<TABLE>
<CAPTION>
Unadjusted Pro Forma Adjusted
Balance Adjustments Balance
---------- ----------- --------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 34,476 $ 34,476
Short-term investments 33,892 (3,802)(4) 30,090
Accounts receivable, net 9,187 9,187
Inventories, net 17,016 17,016
Prepaid expenses and other current assets 1,530 1,530
Due from related party 1,605 1,605
Restricted cash 1,353 1,353
Notes receivable from officers 185 185
-------- --------
Total current assets 99,244 95,442
Investment in LCA -- 16,120 (3) 16,120
Long-term investments 5,292 5,292
Property and equipment, net 9,161 9,161
Patents, net 5,029 5,029
Other assets, net 496 496
Net assets held for discontinued operations 13,595 (13,595)(4) --
-------- ------- --------
Total assets $132,817 $131,540
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Account Payable $ 3,582 $ 3,582
Accrued expenses 5,058 5,058
Current maturities of long-term debt 5,101 5,101
Deferred revenues 2,588 2,588
Due to related party 3,971 3,971
-------- --------
Total current liabilities 20,300 20,300
Long-term debt, less current maturities 8,997 8,997
Deferred taxes 69 69
-------- --------
Total liabilities 29,366 29,366
(17,397)(4)
Total stockholders' equity 103,451 16,120 (3) 102,174
-------- ------- --------
Total liabilities and stockholders' equity $132,817 $131,540
======== ========
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements
4
<PAGE> 8
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1) No adjustment is necessary to the statement of operations for the six
months ended June 30, 1997 as losses of the discontinued operations were
applied against the accrual for discontinued operations recorded by
Summit at December 31, 1996.
(2) Adjustment to eliminate the loss from discontinued operations.
(3) Adjustment to reflect the LCA common stock to be retained by Summit
subsequent to the distribution to Summit shareholders. An estimated price
of $2.25 per share was used in this calculation to approximate the
average value of LCA common stock discounted for liquidity and blockage.
A valuation of the LCA common stock will be obtained by Summit management
to determine the actual value of the investment.
(4) Adjustments to eliminate net assets held for discontinued operations and
reduce investments to reflect the capital contribution to RCII required
by the agreement. There is a corresponding decrease in equity.
5
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