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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 19, 1999
SUMMIT TECHNOLOGY, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-16937 04-2897945
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
21 Hickory Drive, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 890-1234
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This is page 1 of 3 pages.
Exhibit Index on page 2.
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ITEM 5. OTHER EVENTS.
This Form 8-K is being filed solely for the purpose of filing the Exhibits
attached hereto.
EXHIBIT NUMBER TITLE
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3.1 Amendment to the Articles of Organization of
Summit Technology, Inc. dated April 29, 1999.
10.1 Letter from Summit to Mr. Randy Frey dated
October 1, 1998 regarding terms of employment.
10.2 Letter from Summit to Mr. Robert J. Palmisano
dated April 15, 1997 regarding terms of
employment.
99.1 Consolidated Financial Statements of Autonomous
Technologies Corporation as of December 31, 1998
and 1997, each of the three years in the period
ended December 31, 1998 and the period from
Inception (July 23, 1985) to December 31, 1998
(incorporated by reference from Autonomous
Technologies Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998).
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SIGNATURE
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. Kelly
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Robert J. Kelly
Executive Vice President
Date: July 16, 1999
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Exhibit 3.1 FEDERAL IDENTIFICATION
NO. 04-2897945
JSD
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Examiner
WB
N/A
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Name
Approved
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, D. Verne Sharma , *President
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and James A. Lightman , *Clerk / *Assistant Clerk,
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of Summit Technology, Inc.
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(Exact name of corporation)
located at 21 Hickory Drive, Waltham, MA 02154
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(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Three (3)
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(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
4/29 , 1999, by vote of:
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27,404,640 shares of Common, $.01 par value of 31,153,765 shares outstanding,
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(type, class & series, if any)
shares of of shares outstanding, and
- --------- ----------------------- ---------
(type, class & series, if any)
shares of of shares outstanding,
- --------- -------------------------- ----------
(type, class & series, if any)
(1)**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / or (2)**being at least two-thirds of each type,
class or series outstanding and entitled to vote thereon and of each type, class
or series of stock whose rights are adversely affected thereby:
*Delete the inapplicable words. **Delete the inapplicable clause.
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
4
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P.C.
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To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 60,000,000 $0.01
- -------------------------------- ------------------------------------------------
- -------------------------------- ------------------------------------------------
Preferred: Preferred: 5,000,000 $0.01
- -------------------------------- ------------------------------------------------
- -------------------------------- ------------------------------------------------
</TABLE>
Change the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------- ------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------- ------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 100,000,000 $0.01
- -------------------------------- ------------------------------------------------
- -------------------------------- ------------------------------------------------
Preferred: Preferred: 5,000,000 $0.01
- -------------------------------- ------------------------------------------------
- -------------------------------- ------------------------------------------------
</TABLE>
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The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
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SIGNED UNDER THE PENALTIES OF PERJURY, this 29th day of April, 1999.
/s/ D. Verne Sharma
- -----------------------------------------, *President
D. Verne Sharma
/s/ James A. Lightman
- -----------------------------------------, *Clerk/*Assistant Clerk
James A. Lightman
*Delete the inapplicable words.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
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I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $40,000.00 having been paid, said articles are deemed to have been
filed with me this 30th day of April 1999.
Effective date:
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/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Mary C. Kelly Burke
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Ropes & Gray
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One International Place, Boston, MA 02110-2624
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Telephone: 617-951-7545
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Exhibit 10.1
[SUMMIT TECHNOLOGY INC. LETTERHEAD]
October 1, 1998
Mr. Randy Frey
2800 Discovery Drive
Orlando, FL 32826
Dear Randy:
Summit Technology, Inc. and Autonomous Technologies Corporation have this
date entered into a merger agreement. The purpose of this letter is to set
forth the terms of your employment by Summit, subject to the merger being
consummated. Commencing as of the consummation of the merger, you will be
employed by Summit on the following terms:
1. Position. You will hold the position of Executive Vice President and
be in charge of the Autonomous Technologies operation in Orlando,
Florida. You will be viewed as the second highest executive officer in
the company. You shall occupy this position at the pleasure of the
Board of Directors. You will be an at-will employee. You will have
such authority and fulfill such obligations as are consistent with
such position. The Board will elect you to serve as a Director of the
company pursuant to its obligations contained in the merger agreement.
You will report to the Chief Executive Officer.
2. Base Salary. Your base annual salary will be $212,000 per year payable
in accordance with the company's customary payroll practices. Your
salary and performance will be subject to annual review by the Board
or Compensation Committee of the Board.
3. Performance Bonus. At each performance review, the Board will consider
your annual bonus for the prior year. The amount of any bonus will be
determined at the discretion of the Board, with an award of 40% of
base salary targeted for achievement of aggressive performance goals
during the year. The performance criteria for determination of your
bonus will be set by the Compensation Committee, after consultation
with you, within 30 days from commencement of your employment. The
granting of any performance bonus is within the discretion of the
Board of Directors.
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4. Stock Option. We will grant you a stock option to purchase 200,000
shares of Summit common stock pursuant to the Summit 1997 Stock
Option Plan or another plan if necessary. The options shall vest as
follows:
100,000 shares shall vest over a three-year period in equal
annual installments of 33,333.33 shares per year, with vesting
to commence as of the date of the merger agreement and only in
the event you are in continuous employment by the company on the
date of such vesting.
33,333 shares shall vest upon the company's stock price closing
at $8 per share.
33,333 shares shall vest upon the company's stock price closing
at $13 per share.
33,334 shares shall vest upon the company's stock price closing
at $20 per share.
In any event, all of the above stock performance shares will
vest in five years provided you are in continuous employment with the
company at the time of vesting. The term of the stock option will be
for 10 years and will be subject to the customary terms of stock
options granted by the company. To the maximum extent possible, that
portion of this stock option capable of being qualified shall be an
incentive stock option and the balance shall be a nonqualified option.
The stock option agreement pertaining to the option shall specify
that portion of the stock option that is to be treated as an incentive
stock option.
The exercise price of the incentive stock option portion shall be the fair
market value of the company's stock on the date of the merger. The exercise
price of the nonqualified stock option portion shall be $5.625 per share.
5. Additional Benefits. You will receive the following additional
benefits:
- Car allowance of up to $667.00 per month, to be allocated among
leasing costs, insurance costs and other related expenses as you
determine, which will be treated as W-2 income.
- Reimbursement for expenses reasonably incurred by you in
connection with the performance of your services, in accordance
with the company's travel and entertainment and reimbursement
policies and procedures.
- Participation in all of the company's medical, dental and
insurance plans and all employee pension, profit sharing and
similar savings plans (as described in the company's employee
benefits handbook).
- Paid vacation and sick/personal days in accordance with the
company's personnel policy.
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6. Severance Provisions. Upon any termination of your employment by the
company without cause, you will, upon execution of the company's standard
termination agreement, receive severance payments equal to one year's base
compensation, with continuing payment for participation in medical, dental
and insurance plans. If termination of your employment occurs within twelve
months of a change in control (to be defined in the severance agreement
between you and the company), severance payments shall be for a two-year
period.
7. Confidentiality and Non-Competition Agreement. Upon commencement of
employment, you will execute the company's standard confidentiality and
non-competition agreement, provided that such agreement is identical to the
terms of the confidentiality and non-competition agreement existing between
the company and Mr. Palmisano.
8. Non Conflict. You have represented to us that you are not under any
obligations to another employer or any other person or entity that would
prevent or restrict you from accepting employment with the company and
performing your duties as described herein. We may ask to review any
written agreements that contain confidentiality or non-competition
obligations to confirm these matters.
9. At-Will Employee. You, like everyone else at the company, will be an
at-will employee. Neither this letter, nor the other agreements you will
enter into with the company (option agreements, severance agreements,
confidentiality and non-competition agreement, etc.) will constitute an
employment agreement or a guaranty of continued employment.
Please indicate your acceptance of the terms of your prospective employment by
the company effective upon the merger of Autonomous Technologies Corporation
into a subsidiary of the company on or before February 28, 1999 (or a later
date if extended pursuant to the merger agreement).
Very truly yours,
/s/ Robert J. Palmisano
Robert J. Palmisano
Chief Executive Officer
Agreed:
/s/ Randy W. Frey
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Randy W. Frey
Date: 4/28/99
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EXHIBIT 10.2
SUMMIT TECHNOLOGY, INC.
21 Hickory Drive
Waltham, Massachusetts 02154
April 15, 1997
Mr. Robert J. Palmisano
96 Pelham Road
Rochester, NY 14610
Dear Bob:
The Board of Directors of Summit Technology, Inc. is pleased to offer to
you the position of Chief Executive Officer. We have great confidence that your
proven leadership, vision and integrity will invigorate Summit and provide
strategic direction as we renew the strength and excellence of this Company.
The terms of our offer are as follows:
1. Position. You are being brought on as the Chief Executive Officer of
Summit, and shall occupy such positions as the Board may from time to time
determine. You shall have such authority, and fulfill such obligations, as are
consistent with such positions in publicly-held companies of the size and nature
of Summit. The Board will elect you to serve as a director of Summit; your
continued service as a director will depend on election by the shareholders in
accordance with Summit's By-Laws and your continued service as CEO. You will
report directly to the Board.
2. Base Salary. Your base annual salary will be $300,000, payable in
accordance with Summit's customary payroll practices. Your salary and
performance will be subject to annual review by the Board, or the Compensation
Committee of the Board.
3. Performance Bonus. At each performance review, the Board will
consider your annual bonus for the prior year. The amount of any bonus will be
determined at the discretion of the Board, with an award of 50% of base salary
targeted for achievement of aggressive performance goals during the year. The
performance criteria for determination of your bonus will be set by the
Compensation Committee, after consultation with you, within thirty days from
commencement of your employment. The granting of any performance bonus is within
the discretion of the Board of Directors.
4. Stock Options. We will grant you options to purchase 300,000 shares
of Summit common stock pursuant to the Summit 1997 Stock Option Plan, subject to
approval of the Plan by the shareholders. The options shall vest and be
exercisable
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Mr. Robert J. Palmisano
April 15, 1997
Page 2
in accordance with a schedule to be determined by the Compensation Committee.
The options may consist of both incentive stock options and non-qualified
options. All options will be granted at the market value of Summit's common
stock on the date of grant.
5. Additional Benefits. You will receive the following additional
benefits:
o car allowance of up to $1,000 per month, to be allocated among leasing
costs, insurance costs and other related expenses as you determine,
which will be treated as W-2 income
o reimbursement for expenses reasonably incurred by you in connection
with performance of your services, in accordance with Summit's travel
and entertainment and reimbursement policies and procedures
o participation in all Summit medical, dental and insurance plans and
all employee pension, profit-sharing and similar savings plans (as
described in Summit's employee benefits handbook)
o paid vacation and sick/personal days in accordance with Summit's
personnel policy
o housing and relocation assistance as detailed in the attached
"Relocation Expense" schedule
6. Severance Provisions. Upon any termination of your employment by
Summit without cause, you will, upon execution of Summit's standard termination
agreement, receive severance payments equal to one year's base compensation,
with continuing payment for participation in medical, dental and insurance
plans. If termination of your employment occurs within 12 months of a change of
control (to be defined in a Severance Agreement between you and Summit),
severance payments shall be for a two year period.
7. Confidentiality and Noncompetition Agreement. Upon commencement of
employment, you will execute Summit's standard Confidentiality and
Noncompetition Agreement.
8. No Conflict. You have represented to us that you are not under any
obligations to another employer or any other person or entity that would prevent
or restrict you from accepting employment with Summit and performing your duties
as CEO. We may ask to review any written agreements that contain confidentiality
or noncompetition obligations to confirm these matters.
9. At-Will Employee. You, like everyone else at Summit, will be an
at-will employee. Neither this offer letter, nor the other agreements you will
enter into Summit (option agreements, severance agreement, confidentiality and
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Mr. Robert J. Palmisano
April 15, 1997
Page 3
noncompetition agreement, etc.) will constitute an employment agreement or a
guarantee of continued employment.
We hope you agree with the terms of this offer, and that you will be able
to join us as soon as possible. To indicate your acceptance, please countersign
two copies of this letter, and return one to us as soon as possible.
Very truly yours,
/s/ Richard M. Traskos
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Richard M. Traskos
Chairman of The Board
ACCEPTED AND AGREED:
/s/ Robert J. Palmisano
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Robert J. Plamisano
DATE: 4/15/97
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