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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
AUTONOMOUS TECHNOLOGIES CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
05329H 10 5
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(CUSIP Number)
Robert J. Palmisano
Summit Technology, Inc.
21 Hickory Drive
Waltham, MA 02154
(781) 890-1234
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 1, 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 Rule 13d-1(b)(3) or (4), check the following box [ ]
(Page 1 of 11 Pages)
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13D
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CUSIP NO. 05329H 10 5 PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUMMIT TECHNOLOGY, INC.
IRS EMPLOYER INDENTIFICATION NUMBER : 04-897945
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MASSACHUSETTS
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,511,599
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,511,599
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.8%
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TYPE OF REPORTING PERSON*
14
CO
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALPINE ACQUISITION CORP.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,511,599
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,511,599
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.8%
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TYPE OF REPORTING PERSON*
14
CO
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SCHEDULE 13D
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the common stock, $0.01 par value
per share (the "Common Stock") of Autonomous Technologies Corporation (the
"Issuer"). The Issuer is a Florida corporation with its principal executive
offices located at 2800 Discovery Drive, Suite 180, Orlando, Florida 32826.
Item 2. Identity and Background.
-----------------------
(a) The names of the persons filing this statement are Summit Technology,
Inc., a Massachusetts corporation ("Summit") and Alpine Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Summit ("Alpine" and
together with Summit, the "Filing Persons").
(b) The address of the principal business and principal office of the
Filing Persons is 21 Hickory Drive, Waltham, Massachusetts 02154.
(c) Alpine was incorporated solely for the purpose of merging with Issuer,
and has no other business. Set forth in Schedule A is the name, citizenship,
business or residence address, and present principal occupation or employment,
as well as the name and address of any corporation or other organization in
which such occupation or employment is conducted, of each of the directors and
executive officers of Alpine, as of the date hereof.
Summit's principal business is manufacturing, selling and servicing laser
systems and related products to correct vision disorders. Set forth in Exhibit
B in the name, citizenship, business or residence address, and present principal
occupation or employment as such occupation or employment is conducted, of each
of the directors and executive officers of Summit, as of the date hereof.
(d) During the last five years, none of the Filing Persons, nor, to the
knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(e) During the last five years, none of the Filing Persons, nor to the
knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
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This Statement on Schedule 13D relates to a proxy to vote shares of the
Common Stock held by certain shareholders of the Issuer, which proxy the
shareholders have granted to Alpine in connection with the Merger (as defined in
Item 4). No monetary consideration was paid by Summit or Alpine to the
shareholders or to the Issuer for such proxy.
Item 4. Purpose of the Transaction.
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(a) - (b) On October 1, 1998, Summit, Alpine and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the
parties agreed that subject to the conditions set forth therein (including
approval by the stockholders of the Issuer and Summit and approvals of
applicable regulatory authorities), Alpine will be merged with and into the
Issuer (the "Merger"), and each share of Common Stock (except as otherwise
provided in the Merger Agreement) will be converted into the right to receive
cash and shares of common stock, $0.01 par value per share, of Summit, as set
forth in the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement,
Summit entered into a Stockholder Agreement with each of Randy A. Frey, CIBA
Vision Group Management, Inc., Charline A. Gauthier, Monty K. Allen, Steven
Bott, Bruce Hays, Donald Martin, George Pettit, Christine Oliver, Arthur Hebert,
Stanley Ruffet, Whitney McFarlin, Richard Keates and Timothy Barabe
(collectively, the "Stockholders"), pursuant to which, among other things, the
Stockholders, severally and not jointly, have agreed to vote the shares of
Common Stock then owned, currently or thereafter acquired, in favor of the
Merger and have granted to Alpine an irrevocable proxy (coupled with an
interest) to vote such shares of Common Stock in favor of the Merger.
The description of the Merger Agreement and the Stockholder Agreements
contained in this Schedule 13D are qualified in their entirety by reference to
such agreements. The Merger Agreement and the Form of Stockholder Agreement
were submitted as exhibits to the Form 8-K filed on October 7, 1998 and are
incorporated by reference herein. The purpose of the transaction is to
facilitate the approval of the Merger by the stockholders of the Issuer.
(c) - (i) Not applicable.
(j) Other than as described above, the Filing Persons currently have no
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although the Filing Persons reserve the right
to develop such plans).
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) - (b) As a result of the Stockholder Agreements, the Filing Persons may
be deemed to be the beneficial owners of 2,511,599 shares of Common Stock.
Based upon information contained in the most recently available filing by the
Issuer with the Securities and Exchange Commission (the "SEC"), such shares
constitute approximately 21.8% of the issued and outstanding shares of Common
Stock.
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To the knowledge of the Filing Persons, no shares of Common Stock are
beneficially owned by any of the persons named in either Schedule A or
Schedule B.
(c) Neither the Filing Persons nor, to the knowledge of the Filing
Persons, any person named in either Schedule A or Schedule B, have effected any
transactions in the Common Stock of the Issuer in the past sixty (60) days.
(d) Not applicable.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Pursuant to the Merger Agreement, Summit and Alpine also entered into a
Letter Agreement dated October 1, 1998 which appears as Exhibit 3 hereto. Other
than the Merger Agreement, the Stockholder Agreements and the Letter Agreement,
to the best knowledge of the Filing persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any persons with respect to
any securities of the Issuer, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
--------------------------------
Exhibit 1 Agreement and Plan of Merger dated October 1, 1998 by and among
Summit Technology, Inc., Alpine Acquisition Corp. and Autonomous
Technologies Corporation (Incorporated by Reference to Exhibit
2.1 of the Current Report on Form 8-K filed by Summit Technology
Inc. on October 7, 1998).
Exhibit 2 Form of Stockholder Agreement dated as of October 1, 1998 by and
between Summit Technology, Inc. and certain stockholders of
Autonomous Technologies Corporation (Incorporated by Reference to
Exhibit 4.1 of the Current Report on Form 8-K filed by Summit
Technology, Inc. on October 7, 1998).
Exhibit 3 Joint Filing Agreement between Summit Technology, Inc. and Alpine
Acquisition Corp.
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SIGNATURES
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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: October 13, 1998
ALPINE ACQUISITION CORP.
By: /s/ Robert J. Kelly
---------------------------------
Name: Robert J. Kelly
Title: Treasurer
SUMMIT TECHNOLOGY, INC.
By: /s/ Robert J. Kelly
---------------------------------
Name: Robert J. Kelly
Title: Chief Financial Officer
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SCHEDULE AND EXHIBIT INDEX PAGE
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Schedule A List of Directors and Executive Officers of the
Alpine Acquisition Corp. 9
Schedule B List of Directors and Executive officers of Summit
Technology, Inc. 10
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SCHEDULE A
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DIRECTORS AND EXECUTIVE OFFICERS
OF ALPINE ACQUISITION CORP.
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The name, business address and title with Alpine Acquisition Corp., and
present principal occupation or employment, of each of the directors and
executive officers of Alpine Acquisition Corp. are set forth below. Except as
indicated, each person's business address is 21 Hickory Drive, Waltham,
Massachusetts 02154. Each person listed below is a citizen of the United
States.
Name and Title Present Principal Occupation
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Robert J. Palmisano, President and Chief Executive Officer and Director,
Director Summit Technology, Inc.
Robert J. Kelly, Vice President and Executive Vice President, Chief
Treasurer Financial Officer and Treasurer,
Summit Technology, Inc.
James A. Lightman, Vice President Vice President and General Counsel,
and Secretary Summit Technology, Inc.
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SCHEDULE B
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DIRECTORS AND EXECUTIVE OFFICERS
OF SUMMIT TECHNOLOGY, INC.
--------------------------
The name, business address and title with Summit Technology, Inc., and
present principal occupation or employment, of each of the directors and
executive officers of Summit Technology, Inc. are set forth below. Except as
indicated, each person's business address is 21 Hickory Drive, Waltham,
Massachusetts 02154. Each person listed below is a citizen of the United
States.
Name and Title Present Principal Occupation
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Robert J. Palmisano, Chief Executive Chief Executive Officer and Director,
Officer and Director Summit Technology, Inc.
D. Verne Sharma, President and President and Chief Operating Officer,
Chief Operating Officer Summit Technology, Inc.
Robert J. Kelly, Executive Vice Executive Vice President, Chief
President, Chief Financial Officer Financial Officer and Treasurer, Summit
and Treasurer Technology, Inc.
Peter E. Litman, Executive Vice Executive Vice President, Corporate
President, Corporate Business Business Development, Summit
Development Technology, Inc.
Eric P. Ankerud, Vice President, Vice President, Quality, Regulatory and
Quality, Regulatory and Clinical Clinical Affairs, Summit Technology,
Affairs Inc.
John P. Coffidis, Vice President, Vice President, Global Customer
Global Customer Support Support, Summit Technology, Inc.
P. Bernard Haffey, Vice President, Vice President, Sales and Marketing,
Sales and Marketing Summit Technology, Inc.
Peter J. Klopotek, Vice President, Vice President, Science and Technology,
Science and Technology Summit Technology, Inc.
James A. Lightman, Vice President Vice President and General Counsel,
and General Counsel Summit Technology, Inc.
Bernard R. Patriacca, Vice President Vice President and Controller, Summit
and Controller Technology, Inc.
James L. Richey, Vice President, Vice President, Operations, Summit
Operations Technology, Inc.
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Alex C. Sacharoff, Vice President, Vice President, Research & Development,
Research & Development Summit Technology, Inc.
Menderes Akdag, President, President, Lens Express, Inc.
Lens Express, Inc.
Jeffrey A. Bernfeld, Director Vice President and General Counsel,
American Science and Engineering
Richard F. Miller, Director Investment Executive, First Albany
Corporation
John A. Norris, Director President, John A. Norris, Esquire,
P.C.
Richard M. Traskos, Director Vice President, Shoreline
Inc. Insurance Co.,
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Exhibit 3
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Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Autonomous Technologies Corporation, and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: October 13, 1998
ALPINE ACQUISITION CORP.
By: /s/ Robert J. Kelly
---------------------------------
Name: Robert J. Kelly
Title: Treasurer
SUMMIT TECHNOLOGY, INC.
By: /s/ Robert J. Kelly
---------------------------------
Name: Robert J. Kelly
Title: Chief Financial Officer
