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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB/A
/X/ Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee required) for the fiscal year ended April 1995
1-10629
Commission File Number
LASER VISION CENTERS, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE
(State of jurisdiction of
incorporation or organization)
43-1530063
(I.R.S. Employer
Identification number)
540 MARYVILLE CENTRE DRIVE, SUITE 200
ST. LOUIS, MISSOURI 63141
(Address of Principal Executive Offices)
(314) 434-6900
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
Common Stock, $.01 par value Boston Stock Exchange
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PAR VALUE;
REDEEMABLE CLASS B, C, D, E AND F COMMON STOCK PURCHASE WARRANTS
(Title of Class)
Check whether the Company: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filling requirements for past 90 days. Yes /X/ No / /
The Company's revenues for its most recent fiscal year were $3,311,000.
The aggregate market value of the voting stock of the Company held by
non-affiliates as of July 25, 1995 was approximately $37,500,000.
CLASSES OF COMMON EQUITY OUTSTANDING AS OF JULY 25, 1995
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<S> <C>
Common Stock, $.01 par value...................................... 4,597,055
Class B Warrants.................................................. 344,670
Underwriters Warrants, IPO........................................ 60,000
Class C Warrants.................................................. 50,000
Class D Warrants.................................................. 30,300
Class E Warrants.................................................. 24,500
Class F Warrants.................................................. 821,315
Underwriter Unit Warrants (one share Common Stock and one Class F
Warrant)........................................................ 95,000
Other Registered Warrants......................................... 944,500
Other Unregistered Warrants....................................... 355,000
Incentive Stock Options........................................... 281,695
Non-Qualified Options............................................. 192,000
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company incorporates by reference various exhibits from the Company's
1991 Registration Statement, file No. 33-33843, the Company's November 1993
Registration Statements, file Numbers 33-67328 and 33-58618, the Company's
September 1994 Registration Statement, file No. 33-84050, and periodic reports
filed under the Exchange Act.
Transitional small business disclosure format (check one) Yes /X/ No / /
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ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's common stock and Convertible
Preferred Stock as of April 30, 1995 by (i) all those known by the Company to be
beneficial owners of more than 5% of the Company's common stock, (ii) all of the
Company's directors and (iii) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS OWNED OWNED
- -------------------------------------------------------------- ---------------- -------------
<S> <C> <C>
John J. Klobnak(2)............................................ 426,183 8.96%
540 Maryville Centre Drive
Suite 200
St. Louis, MO 63141
Alan F. Gillam(3)............................................. 275,958 5.84%
540 Maryville Centre Drive
Suite 200
St. Louis, MO 63141
Robert W. May(4).............................................. 125,802 2.76%
540 Maryville Centre Drive
Suite 200
St. Louis, MO 63141
W. Howard Lewin, M.D.(5)...................................... 115,000 2.52%
#8 Ridgecreek Drive
St. Louis, MO 63141
GE Investment Corp. .......................................... 246,000 5.52%
Suite 1230
2029 Century Parkway East
Los Angeles, CA 90067
All officers and directors as a group (6 persons)(6)(7)....... 1,107,464 20.37%
</TABLE>
Pursuant to the rules of the Securities and Exchange Commission, shares of
common stock which an individual or group has a right to acquire within sixty
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage of ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
(1) Takes into account the possible exercise of the outstanding options and
warrants granted under the Incentive Stock Option Plan, the Non-Qualified
Stock Option Plan, the Non-Qualified Warrant Plan, and the other
unregistered warrants which are presently exercisable.
(2) Includes presently exercisable options and warrants to purchase 305,183
shares of common stock granted to Mr. Klobnak by the Board of Directors
pursuant to the Company's Incentive Stock Option Plan, the Non-Qualified
Warrant Plan and other unregistered warrants. Mr. Klobnak also owns an
additional 121,317 common stock options and warrants which are not presently
exercisable. See "Executive Compensation -- Stock Option Plan" and
"Executive Compensation -- Employment Agreements."
(3) Consists of presently exercisable warrants and options granted to Mr. Gillam
by the Board of Directors pursuant to the Non-Qualified Warrant Plan, the
Incentive Stock Option Plan and other
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unregistered warrants. Mr. Gillam also owns 110,042 warrants and options
which are not presently exercisable.
(4) Includes presently exercisable warrants and options granted to Mr. May by
the Board of Directors to purchase 125,802 shares of common stock pursuant
to the Non-Qualified Warrant Plan, the Incentive Stock Option Plan and other
unregistered warrants. Mr. May also owns 105,698 warrants and options which
are not presently exercisable.
(5) Consists of presently exercisable options granted to Dr. Lewin by the Board
of Directors pursuant to the Non-Qualified Stock Option Plan. Dr. Lewin also
owns 30,000 options which are not presently exercisable.
(6) Includes presently exercisable options and warrants to purchase an aggregate
of 869,514 shares of common stock granted to five executive officers (three
of which are also directors) of the Company. An additional 429,136 options
and warrants to purchase shares of common stock are owned but are not
presently exercisable by these executive officers.
(7) Includes presently exercisable options and warrants to purchase an aggregate
of 821,943 shares of common stock granted to directors, including three
officers/directors of the Company. An additional 367,057 options and
warrants to purchase shares of common stock are owned but not presently
exercisable by these directors.
As required by the Securities and Exchange Commission rules under Section
16 of the Securities and Exchange Act of 1934, the Company notes that during the
fiscal year ended April 30, 1995, all reports regarding transactions in the
Company's common stock were timely filed.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on it behalf by the undersigned, thereunto
duly authorized.
LASER VISION CENTERS, INC.
By: /s/ John J. Klobnak
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John J. Klobnak, Chief Executive
Officer
By: /s/ B. Charles Bono
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B. Charles Bono, Principal
Accounting Officer
Date: August 16, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John J. Klobnak
- ----------------------------------- Chief Executive Officer, Director Date: August 16, 1996
John J. Klobnak
/s/ Alan F. Gillam
- ----------------------------------- President, Director Date: August 16, 1996
Alan F. Gillam
/s/ Robert W. May
- ----------------------------------- Secretary, Director Date: August 16, 1996
Robert W. May
/s/ W. Howard Lewin, M.D.
- ----------------------------------- Director Date: August 16, 1996
W. Howard Lewin, M.D.
</TABLE>
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