SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ION LASER TECHNOLOGY, INC.
(Name of Issuer)
LCO INVESTMENTS LIMITED
RICHARD S. BRADDOCK
LYNN B. BARNEY
ANDREW HOFMEISTER
(Names of Persons Filing Statements)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 1996
(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. |_|
Check the following box if a fee is being paid with this statement. |_|
Page 1 of 32
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons LCO INVESTMENTS LIMITED
...................................
S.S. or I.R.S. identification Nos.
of above persons
...................................
(2) Check the appropriate box if a (a) |X|
member of a group (b) |_|
(see instructions)
(3) SEC use only ......................
(4) Source of funds
(see instructions) ................ WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e) ................ |_|
(6) Citizenship or place of
organization....................... GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power ................. 287,900
(8) Shared voting power ............... 228,000 (which includes 214,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
(9) Sole dispositive power ............ 287,900
(10) Shared dispositive power........... None
Page 2 of 32
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(11) Aggregate amount beneficially owned
by each reporting person .......... 515,900
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions) ................ |_|
(13) Percent of class represented by
amount in Row (11) ................ 9.6%
(14) Type of reporting person (see
instructions) ..................... CO
Page 3 of 32
<PAGE>
CUSIP NO. 461909 20 2
(1) Names of reporting persons RICHARD S. BRADDOCK
....................................
S.S. or I.R.S. identification
Nos. of above persons
....................................
(2) Check the appropriate box (a) |X|
if a member of a group (b) |_|
(see instructions)
(3) SEC use only .......................
(4) Source of funds (see
instructions) ..................... PF
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e) .................
(6) Citizenship or place of
organization ....................... UNITED STATES
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power .................. 74,000 (which includes 15,000
shares subject to purchase within
60 days upon the exercise of
certain options)
(8) Shared voting power ................ None
(9) Sole dispositive power ............. 74,000 (which includes 15,000
shares subject to purchase within
60 days upon the exercise of
certain options)
(10) Shared dispositive power ........... None
(11) Aggregate amount beneficially owned
by each reporting person ........... 74,000
Page 4 of 32
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(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) ...................... |_|
(13) Percent of class represented by
amount in Row (11) ................. 1.4%
(14) Type of reporting person
(see instructions) ................. IN
Page 5 of 32
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CUSIP NO. 461909 20 2
(1) Names of reporting persons LYNN B. BARNEY
....................................
S.S. or I.R.S. identification
Nos. of above persons
....................................
(2) Check the appropriate box (a) |X|
if a member of a group (b) |_|
(see instructions)
(3) SEC use only .......................
(4) Source of funds (see
instructions) ...................... PF
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e) ................. |_|
(6) Citizenship or place of
organization ....................... UNITED STATES
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power .................. None
(8) Shared voting power ................ 228,000 (which includes 214,000
shares subject to purchase within
60 days upon the exercise by Lynn
B. Barney of certain options)
(9) Sole dispositive power ............. 228,000 (which includes 214,000
shares subject to purchase within
60 days upon the exercise by Lynn
B. Barney of certain options)
(10) Shared dispositive power ........... None
Page 6 of 32
<PAGE>
(11) Aggregate amount beneficially owned
by each reporting person ........... 228,000
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) ...................... |X|
(13) Percent of class represented by
amount in Row (11) ................. 4.2%
(14) Type of reporting person
(see instructions) ................. IN
Page 7 of 32
<PAGE>
CUSIP NO. 461909 20 2
(1) Names of reporting persons ANDREW HOFMEISTER
....................................
S.S. or I.R.S. identification
Nos. of above persons
....................................
(2) Check the appropriate box (a) |X|
if a member of a group (b) |_|
(see instructions)
(3) SEC use only .......................
(4) Source of funds (see
instructions) ...................... PF
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e) .................
(6) Citizenship or place of
organization ....................... UNITED STATES
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power .................. 5,000 (all of which shares are
subject to purchase within 60 days
upon the exercise of certain
options)
(8) Shared voting power ................ None
(9) Sole dispositive power ............. 5,000 (all of which shares are
subject to purchase within 60 days
upon the exercise of certain
options)
(10) Shared dispositive power ........... None
(11) Aggregate amount beneficially owned
by each reporting person ........... 5,000 (all of which shares are
subject to purchase within 60 days
upon the exercise of certain
options)
Page 8 of 32
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(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) ...................... |_|
(13) Percent of class represented by
amount in Row (11) ................. 0.1%
(14) Type of reporting person
(see instructions) ................. IN
Page 9 of 32
<PAGE>
ION LASER TECHNOLOGY, INC. SCHEDULE 13D
AMENDMENT NO. 1
NOTE: This Amendment No. 1 amends and restates a Statement on Schedule 13D filed
on April 11, 1996 (the "Initial Schedule 13D") on behalf of LCO Investments
Limited ("LCO Investments"), Richard S. Braddock, Lynn B. Barney and Andrew
Hofmeister.
This Amendment No. 1 is being filed to amend Items 2, 3, 4, 5 and 6
of the Schedule 13D and previously filed Exhibits A and B. The information
reported in Item 1 of the Schedule 13D has not changed since the date of the
Initial Schedule 13D.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.001 per
share ("Common Stock"), of Ion Laser Technology, Inc. (the "Company") which, to
the best knowledge of the persons filing this Statement, is a corporation
organized under the laws of Utah with principal executive offices at 3828 South
Main Street, Salt Lake City, Utah 84121.
Item 2. Identity and Background.
This Statement is filed by a group comprised of LCO Investments
Limited, Richard S. Braddock, Lynn B. Barney and Andrew Hofmeister (each, a
"Reporting Person").
LCO Investments Limited (a) A person included within the group
filing this Statement is LCO Investments Limited ("LCO Investments"). LCO
Investments is wholly-owned and controlled by The ERSE Trust. The sole trustee
of The ERSE Trust is CAP Advisers Limited (Dublin Branch). Information regarding
The ERSE Trust and CAP Advisers Limited is set forth below in this Item 2.
(b) The business address of LCO Investments is Canada Court, Upland
Road, St. Peter Port, Guernsey, Channel Islands. The name and business address
of each executive officer and director of LCO Investments is set forth on
Exhibit A and is incorporated by reference herein.
(c) The principal business of LCO Investments is to serve as an
investment holding company. The present principal occupation of each executive
officer and director of LCO Investments is set forth on Exhibit A and is
incorporated by reference herein.
Page 10 of 32
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(d) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
(f) LCO Investments is a corporation organized under the laws of
Guernsey, Channel Islands. The citizenship of each executive officer and
director of LCO Investments is set forth on Exhibit A and is incorporated by
reference herein.
CAP Advisers Limited (a) CAP Advisers Limited ("CAP Advisers")
(Dublin Branch) is the sole trustee of The ERSE Trust, of which LCO Investments
is a wholly-owned subsidiary.
(b) The business address of CAP Advisers (Geneva Branch) is 1, rue
Etienne-Dumont, 1204 Geneva, Switzerland. The business address of CAP Advisers
(Dublin Branch) is 36 FitzWilliam Place, Dublin 2, Ireland. The name and
business address of each executive officer and director of CAP Advisers is set
forth on Exhibit B and is incorporated by reference herein.
(c) The principal business of CAP Advisers is to provide investment
advice. In addition, CAP Advisers (Dublin Branch) is the sole trustee of The
ERSE Trust. The present principal occupation of each executive officer and
director of CAP Advisers is set forth on Exhibit B and is incorporated by
reference herein.
(d) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
Page 11 of 32
<PAGE>
(f) CAP Advisers is a corporation organized under the laws of the
United Kingdom. The citizenship of each executive officer and director of CAP
Advisers is set forth on Exhibit A and is incorporated by reference herein.
The ERSE Trust (a) The ERSE Trust (the "ERSE Trust") is the 100%
owner and controlling person of LCO Investments. The sole trustee of ERSE Trust
is CAP Advisers (Dublin Branch).
(b) The business address of ERSE Trust is c/o CAP Advisers (Dublin
Branch), 36 FitzWilliam Place, Dublin 2, Ireland. The name and business address
of the sole trustee of ERSE Trust is set forth on Exhibit C and is incorporated
by reference herein.
(c) The principal business of ERSE Trust is to serve as a private
trust to hold and invest funds for the benefit of certain related individuals
and charities. The present principal occupation of the sole trustee of ERSE
Trust is set forth on Exhibit C and is incorporated by reference herein.
(d) Neither ERSE Trust nor its trustee has, during the last five
years, been convicted in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) Neither ERSE Trust nor its trustee has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding it 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.
(f) ERSE Trust is a trust organized under the laws of Guernsey,
Channel Islands. The jurisdiction of organization of the sole trustee of ERSE
Trust is set forth on Exhibit C and is incorporated by reference herein.
Richard S. Braddock (a) A person included within the group filing
this Statement is Richard S. Braddock ("Mr. Braddock").
(b) Mr. Braddock's residence is 10 Gracie Square, New York, New York
10028.
(c) Mr. Braddock's principal occupation is as a private investor. He
is also a Director of the Company.
(d) During the last five years, Mr. Braddock has not been convicted
in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
Page 12 of 32
<PAGE>
(e) During the last five years, Mr. Braddock has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he 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.
(f) Mr. Braddock is a United States citizen.
Lynn B. Barney (a) A person included within the group filing this
Statement is Mr. Lynn B. Barney ("Mr. Barney").
(b) The business address of Mr. Barney is 3828 South Main Street,
Salt Lake City, Utah 84121.
(c) Mr. Barney's principal occupation is President and Chief
Executive Officer of the Company. He is also a Director of the Company.
(d) During the last five years, Mr. Barney has not been convicted in
any criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, Mr. Barney has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding it or he 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.
(f) Mr. Barney is a United States citizen.
Andrew Hofmeister (a) A person included within the group filing this
Statement is Mr. Andrew Hofmeister ("Mr. Hofmeister").
(b) The business address of Mr. Hofmeister is c/o Excimer Vision
Leasing, 101 Ygnacio Valley Road, Suite 212, Walnut Creek, California 94596.
(c) Mr. Hofmeister's principal occupation is President of Excimer
Vision Leasing. He is also a Director of the Company.
(d) During the last five years, Mr. Hofmeister has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Hofmeister has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which
Page 13 of 32
<PAGE>
proceeding it or he 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.
(f) Mr. Hofmeister is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On April 1, 1996, LCO Investments and Mr. Braddock acquired from the
Company shares of the Company's Common Stock at a purchase price of $15.00 per
share, pursuant to a Securities Purchase Agreement dated as of such date (the
"Purchase Agreement"). LCO Investments acquired 224,000 shares of Common Stock
for an aggregate purchase price of $3,360,000. Mr. Braddock acquired 56,000
shares of Common Stock for an aggregate purchase price of $840,000. The source
of funds for such purchase by LCO Investments was its own capital funds. The
source of funds for such purchase by Mr. Braddock was his own personal funds.
Mr. Barney has included in this Statement 228,000 shares of the
Company's Common Stock. Of those shares, 14,000 are held of record by a
retirement plan of which Mr. Barney is a beneficiary, and 214,000 are subject to
purchase within 60 days upon the exercise of certain stock options granted to
Mr. Barney. As described in Items 5 and 6 below, Mr. Barney granted LCO certain
voting rights with respect to the shares of Common Stock beneficially owned by
him in connection with the closing of the transactions under the Purchase
Agreement.
On March 5, 1996, LCO Investments acquired 10,000 shares of Common
Stock through open market purchases for an aggregate purchase price of $128,360.
On March 6, 1996, LCO Investments acquired 40,000 shares of Common Stock through
open market purchases for an aggregate purchase price of $689,640. On October
31, 1996, LCO Investments acquired 13,900 shares of Common Stock from Osterfak
Ltd. for an aggregate purchase price of $149,425. The source of funds for such
purchases was the capital funds of LCO Investments.
On March 1, 1996, Mr. Braddock acquired 3,000 shares of Common Stock
through open market purchases for an aggregate purchase price of $54,209. The
source of funds for such purchase was his personal funds. On May 2, 1996, Mr.
Braddock was granted options to purchase 15,000 shares of Common Stock for an
exercise price of $21.00 per share, in consideration for serving as Chairman of
the Company's Board of Directors.
On May 2, 1996, Mr. Hofmeister was granted options to purchase 5,000
shares of Common Stock for an exercise price of $21.00 per share, in
consideration for serving on the Company's Board of Directors.
Page 14 of 32
<PAGE>
Item 4. Purpose of Transactions.
Each of LCO Investments and Mr. Braddock acquired voting control or
dispositive power over the shares of Common Stock included by it in this
Statement for investment. As described in Items 5 and 6 below, Mr. Barney, the
President and Chief Executive Officer and a Director of the Company, granted to
LCO the right to vote the shares of Common Stock beneficially owned by him in
certain events. LCO Investments, Mr. Braddock and Mr. Barney thus now formed a
"group" as such term is defined in Rule 13d-1(f). Mr. Hofmeister became a member
of the "group" on May 2, 1996 upon being granted options to purchase 5,000
shares of Common Stock. The group has no plan or proposal which relates to or
would result in any of the actions enumerated in Item 4 of Schedule 13D, except
for the following:
(i) Concurrent with the closing of the purchase by LCO Investments
and Mr. Braddock of shares of Common Stock from the Company
pursuant to the Purchase Agreement, (A) the number of
directors comprising the Company's Board of Directors was
increased to five, and (B) Mr. Braddock and Mr. Hofmeister
were appointed as Directors of the Company. Mr. Braddock is
one of the persons included in the group filing this
Statement. Mr. Hofmeister is one of the persons included in
the group filing this Statement and was designated by LCO
Investments, also a person included in the group. Mr. Barney,
another person included in the group, continues to serve as a
Director of the Company.
(ii) Under the Purchase Agreement, LCO Investments and Mr. Braddock
also acquired from the Company options to purchase shares of
the Company's Common Stock at an exercise price of $20.00 per
share. LCO Investments acquired options to purchase 773,334
shares of Common Stock. Mr. Braddock acquired options to
purchase 193,333 shares of Common Stock. These options cannot
be exercised by LCO Investments and Mr. Braddock,
respectively, before March 31, 1998.
As described in Items 5 and 6 below, LCO has the power to nominate two persons
for election as members of the Company's Board of Directors, so long as it holds
a requisite amount of the Company's Common Stock. By having the right to
nominate candidates for election to the Company's Board, LCO will have the power
to influence the management, strategies and conduct of the business and affairs
of the Company. So long as he is Chairman of the Board of Directors, Mr.
Braddock will also have the power to exert such influence. So long as he is a
Director, Mr. Hofmeister will also have the power to exert such influence. Mr.
Barney is the President and Chief Executive Officer of the Company, as well as a
Director. Accordingly, he has significant influence over all aspects of the
Company's business, operations and strategic direction. In addition to the
foregoing, the group or any of its members may acquire additional
Page 15 of 32
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shares of Common Stock or sell shares of Common Stock, from time to time,
depending upon price and market conditions, evaluations of alternative
investments and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, LCO Investments, CAP Advisers and ERSE
Trust each beneficially owns 515,900 shares of Common Stock, which constitutes
9.6% of the 5,399,830 shares of Common Stock which are believed to be the total
number of shares of Common Stock outstanding on the date hereof (which includes
214,000 shares subject to purchase within 60 days upon the exercise by Mr.
Barney of certain options). LCO Investments is the direct beneficial owner of
such shares. ERSE Trust (as the 100% owner of LCO Investments) and CAP Advisers
(as the sole trustee of ERSE Trust) are beneficial owners of such shares for
purposes of this Item 5(a). Mr. Braddock beneficially owns 74,000 shares of
Common Stock which constitutes 1.4% of the 5,185,830 outstanding shares (which
includes 15,000 shares subject to purchase within 60 days upon the exercise by
Mr. Braddock of certain options). Mr. Barney beneficially owns 228,000 shares of
Common Stock which constitutes 4.2% of the 5,399,830 outstanding shares (which
includes 214,000 shares subject to purchase within 60 days upon the exercise by
Mr. Barney of certain options). Mr. Hofmeister beneficially owns 5,000 shares of
Common Stock which constitutes 0.1% of the 5,185,830 outstanding shares (all of
which shares are subject to purchase within 60 days upon the exercise by Mr.
Hofmeister of certain options). After eliminating shares under common beneficial
ownership, the group owns an aggregate of 594,900 shares of Common Stock which
constitutes 11.0% of the 5,399,830 shares outstanding (which includes the shares
subject to purchase within 60 days upon the exercise by Mr. Braddock, Mr. Barney
or Mr. Hofmeister of certain options).
(b) Concurrent with the closing of the transactions under the
Purchase Agreement, the number of directors of the Company was increased to five
and Mr. Braddock and Mr. Hofmeister were appointed as Directors of the Company
(each, an "LCO Director"). The Purchase Agreement provides that, in the event of
the death, disability, legal incapacity, resignation or removal of an LCO
Director, LCO shall have the exclusive right to designate a successor nominee
for election as a Director, so long as two conditions are satisfied: (i) the
purchasers of the 300,000 shares of Common Stock sold under the Purchase
Agreement (the "Purchasers") and their respective permitted transferees (as
provided therein) collectively are the beneficial owners of 5% or more of the
issued and outstanding shares of Common Stock of the Company, and (ii) LCO
Investments, or an affiliate or person controlled by or under common control
with LCO Investments, is the beneficial owner of at least 5% of the Common Stock
of the Company then held by the Purchasers and their respected permitted
transferees under the Purchase Agreement. In determining the beneficial
ownership of the Purchasers for such purpose, the shares of Common Stock
issuable upon the exercise of the options purchased by the Purchasers under the
Purchase Agreement shall be deemed to be issued and outstanding.
Page 16 of 32
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In addition, as a condition to the closing under the Purchase
Agreement, Mr. Barney delivered to LCO a proxy. Pursuant to this proxy, Mr.
Barney appointed LCO his authorized agent and attorney-in-fact with full right
and power to vote Mr. Barney's shares of Common Stock for a single purpose: the
election as a Director of the Company of any LCO Director nominated in
accordance with the Purchase Agreement. Such proxy is irrevocable until such
time as Mr. Barney ceases to be an employee of the Company, LCO does not vote in
favor of Mr. Barney for election as a Director of the Company, or either of the
conditions (set forth in clauses (i) and (ii) of the preceding paragraph) shall
cease to be satisfied. Mr. Barney has sole voting power over the shares of
Common Stock held by him for all other purposes. For purposes of this Statement,
Mr. Barney and LCO are deemed to have shared voting power with respect to the
shares of Common Stock beneficially owned by Mr. Barney.
Except as described above in this Item 5, no member of the group has
delegated to any other member of the group voting or dispositive power over
shares of the Company's Common Stock.
The voting and dispositive power of each person listed in Item 5(a)
is set forth in the following table. CAP Advisers (Dublin Branch) is the sole
trustee of ERSE Trust, which wholly-owns LCO Investments. CAP Advisers and ERSE
Trust are listed because of such trustee and ownership relationships, although
neither entity has a contractual or legal right to vote or dispose of any shares
of Common Stock listed below.
Sole Shared Sole Shared
Name Vote Vote Disposition Disposition
---- ---- ------ ----------- -----------
LCO Investments 287,900 228,000 287,900 0
CAP Advisers 287,900 228,000 287,900 0
ERSE Trust 287,900 228,000 287,900 0
Richard S. Braddock 74,000 0 74,000 0
Lynn B. Barney 0 228,000 228,000 0
Andrew Hofmeister 5,000 0 5,000 0
The 228,000 shares of Common Stock listed in the above table for which LCO
Investments, CAP Advisers, ERSE Trust and Mr. Barney have shared voting power
and Mr. Barney has sole dispositive power includes 214,000 shares subject to
purchase within 60 days upon the exercise by Mr. Barney of certain options. The
74,000 shares listed above with respect to Mr. Braddock includes 15,000 shares
subject to purchase within 60 days upon the exercise by Mr. Braddock of certain
options. All of the 5,000 shares listed above with respect to Mr. Hofmeister are
subject to purchase within 60 days upon the exercise by Mr. Hofmeister of
certain options.
(c) On April 1, 1996, LCO Investments and Mr. Braddock acquired
shares of Common Stock pursuant to the Purchase Agreement. LCO Investment
acquired 224,000 shares of Common Stock at $15.00 per share for an aggregate
purchase price of $3,360,000.
Page 17 of 32
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Mr. Braddock acquired 56,000 shares of Common Stock for an aggregate purchase
price of $840,000. The options acquired by LCO Investments and Mr. Braddock
under the Purchase Agreement are exercisable at $20.00 per share. LCO
Investments paid $373,333.65 for options to purchase an aggregate of 773,334
shares of Common Stock. Mr. Braddock paid $93,333.35 for options to purchase an
aggregate of 193,333 shares of Common Stock. The sources of funds for such
purchases were the capital funds of LCO Investments and the private funds of Mr.
Braddock, respectively.
On March 5, 1996, LCO Investments acquired 10,000 shares of Common
Stock through open market purchases for an aggregate purchase price of $128,360.
On March 6, 1996, LCO Investments acquired 40,000 shares of Common Stock through
open market purchases for an aggregate purchase price of $689,640. On October
31, 1996, LCO Investments acquired 13,900 shares of Common Stock from Osterfak
Ltd. for an aggregate purchase price of $149,425. The source of funds for such
purchases was the capital funds of LCO Investments.
On March 1, 1996, Mr. Braddock acquired 3,000 shares through open
market purchases for an aggregate purchase price of $54,209. The source of funds
for such purchase was his personal funds. On May 2, 1996, Mr. Braddock was
granted options to purchase 15,000 shares of Common Stock for an exercise price
of $21,000 per share, in consideration for serving as Chairman of the Company's
Board of Directors.
On May 2, 1996, Mr. Hofmeister was granted options to purchase 5,000
shares of Common Stock for an exercise price of $21.00 per share, in
consideration for serving as a Director of the Company.
Mr. Barney did not effect any transactions in shares of Common Stock
during the 60 day period ended the date hereof, other than his delivery to LCO
Investments of the proxy described in Item 5(a) above.
(d) No person other than LCO Investments (and, indirectly, ERSE
Trust as its parent and CAP Advisers (Dublin Branch) as the sole trustee of ERSE
Trust) is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of, the shares of Common Stock
and options acquired by LCO Investments under the Purchase Agreement and through
open market and other purchases.
(e) Not applicable.
Page 18 of 32
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except for the information set forth in Items 3, 4 and 5 of this
Statement and as described below in this Item 6, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or
among the persons named in Item 2 above or between such persons and any other
person, with respect to the securities of the Company.
Concurrently with the closing of the transactions under the Purchase
Agreement, LCO Investments granted to Mr. Braddock an interest (the "Carried
Interest") equal to 5% of any profits realized by LCO Investments pursuant to
(i) the 224,000 shares of Common Stock acquired by LCO Investments under the
Purchase Agreement, (ii) the 773,334 shares of Common Stock subject to options
acquired by LCO Investments under the Purchase Agreement, (iii) the aggregate of
50,000 shares of Common Stock acquired by LCO Investments through open market
purchases on March 5 and 6, 1996, and (iv) any additional shares of Common Stock
acquired by LCO Investments. The Carried Interest vests as follows: 20% on each
April 1 from April 1, 1997 through and including April 1, 2001.
On October 7, 1996, LCO Investments entered into a Consultancy
Agreement dated as of September 12, 1996 with Andrew Hofmeister. Mr. Hofmeister,
a director of the Company, was nominated by LCO Investments for election to the
Board of Directors of the Company on April 1, 1996, concurrent with the closing
of the purchase by LCO Investments and Richard S. Braddock of shares of Common
Stock from the Company pursuant to the Purchase Agreement -- See Item 4.
Pursuant to the Consultancy Agreement, Mr. Hofmeister agreed that, if elected,
he would serve on the Board of Directors of the Company and any subsidiary
thereof and perform such incidental services as LCO Investments might reasonably
request. The Consultancy Agreement is terminable by either LCO Investments or
Mr. Hofmeister on 30 days prior written notice to the other party.
Pursuant to the Consultancy Agreement, LCO Investments granted to
Mr. Hofmeister an interest (the "Hofmeister Carried Interest") equal to 1% of
any profits realized by LCO Investments pursuant to (i) the 224,000 shares of
Common Stock acquired by LCO Investments under the Purchase Agreement, (ii) the
773,334 shares of Common Stock subject to options acquired by LCO Investments
under the Purchase Agreement, (iii) the aggregate of 50,000 shares of Common
Stock acquired by LCO Investments through open market purchases on March 5 and
6, 1996, and (iv) any additional shares of Common Stock acquired by LCO
Investments. The Hofmeister Carried Interest vests as follows: 20% on each April
1 from April 1, 1997 through and including April 1, 2001.
Page 19 of 32
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A, previously filed, contains the name, citizenship, office,
business address and present principal occupation of each executive officer and
director of LCO Investments.
Exhibit B, previously filed, contains the name, citizenship, office,
business address and present principal occupation of each executive officer and
director of CAP Advisers.
Exhibit C, previously filed, contains the name, jurisdiction of
organization, business address and present principal occupation of each trustee
of ERSE Trust.
Exhibit D, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock and Mr. Barney (the "Initial Joint Filing Agreement").
Exhibit E, previously filed, are the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto and to sign
the Initial Joint Filing Agreement on behalf of LCO Investments.
Exhibit F, previously filed, is the Purchase Agreement described in
Items 3 and 5 above.
Exhibit G, previously filed, is the Irrevocable Voting Proxy of Mr.
Barney appointing LCO Investments.
Exhibit H, which appears on page 24 of this Amendment No. 1 to
Schedule 13D, is a Joint Filing Agreement among LCO Investments, Mr. Braddock,
Mr. Barney and Mr. Hofmeister (the "Amendment No. 1 Joint Filing Agreement").
Exhibit I, which appears on page 25 of this Amendment No. 1 to
Schedule 13D, is the Authorizing Agreement authorizing Craigh Leonard as
Attorney-in-Fact to sign the Amendment No. 1 Joint Filing Agreement on behalf of
LCO Investments.
Exhibit J, which appears on pages 26 through 32 of this Amendment
No. 1 to Schedule 13D, is the Consultancy Agreement described in Item 6 above.
Page 20 of 32
<PAGE>
Signature
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: November 30, 1996
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard
Attorney-in-Fact
/s/ Richard S. Braddock
-----------------------------------
Richard S. Braddock
/s/ Lynn B. Barney
-----------------------------------
Lynn B. Barney
/s/ Andrew Hofmeister
-----------------------------------
Andrew Hofmeister
Page 21 of 32
<PAGE>
EXHIBIT A
The name, citizenship, business address and present principal
occupation of each executive officer and director of LCO Investments is as
follows:
Present Principal
Name and Citizenship Office Occupation and Address
- -------------------- ------ ----------------------
Anthony M. Pilaro Director Chairman
Ireland CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Chin Meng Yong Executive Vice Chief Financial Officer
Malaysia President CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Ken Brierley Director Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Paul Weir Director Assistant Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Page 22 of 32
<PAGE>
EXHIBIT B
The name, citizenship, business address and present principal
occupation of each executive officer and director of CAP Advisers is as follows:
Present Principal
Name and Citizenship Office Occupation and Address
- -------------------- ------ ----------------------
Anthony M. Pilaro Director and Chairman
Ireland Chairman CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Chin Meng Yong Executive Vice Chief Financial Officer
Malaysia President CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Ken Brierley Director Manager
Great Britain The Bank of Nova Scotia Trust Co. - CI
Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Bernie Quant Director Assistant Manager
Great Britain The Bank of Nova Scotia Trust Co. - CI
Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Page 23 of 32
<PAGE>
EXHIBIT H
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED,
RICHARD S. BRADDOCK,
LYNN B. BARNEY AND ANDREW HOFMEISTER
AGREEMENT, dated as of November 25, 1996, among LCO Investments
Limited, Richard S. Braddock, Lynn B. Barney and Andrew Hofmeister.
W I T N E S S E T H:
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and
Exchange Act of 1934 (the "Act"), only one Statement and any amendments thereto
need be filed whenever two or more persons are required to file such a Statement
or any amendments thereto pursuant to Section 13(d) of the Act with respect to
the same securities, provided that said persons agree in writing that such
Statement or any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
LCO Investments Limited, Richard S. Braddock, Lynn B. Barney and
Andrew Hofmeister do hereby agree, in accordance with Rule 13d-1(f) under the
Act, to file an Amendment No. 1 to Schedule 13D relating to their ownership of
the Common Stock of Ion Laser Technology, Inc., and do hereby further agree that
said Amendment shall be filed on behalf of each of them.
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
-----------------------------
Craigh Leonard
Attorney-in-Fact
/s/ Richard S. Braddock
-----------------------------
Richard S. Braddock
/s/ Lynn B. Barney
-----------------------------
Lynn B. Barney
/s/ Andrew Hofmeister
-----------------------------
Andrew Hofmeister
Page 24 of 32
<PAGE>
EXHIBIT I
LCO INVESTMENTS LIMITED
JOINT FILING AGREEMENT AUTHORIZATION
The undersigned hereby authorizes Craigh Leonard to sign on the
undersigned's behalf a Joint Filing Agreement relating to the filing of a
Schedule 13D with the United States Securities and Exchange Commission that will
include references to 287,900 shares of Common Stock of Ion Laser Technology,
Inc., which are owned directly by LCO Investments Limited and 228,000 additional
shares of such Common Stock of which LCO Investments is deemed to be a
beneficial owner.
It is understood that the persons who will be parties to the Joint Filing
Agreement will include LCO Investments Limited, Richard S. Braddock, Lynn B.
Barney and Andrew Hofmeister.
Dated: November 25, 1996 LCO INVESTMENTS LIMITED
By: /s/ Chin Meng Yong
---------------------------
Chin Meng Yong
Vice President
Page 25 of 32
<PAGE>
EXHIBIT J
EXECUTION VERSION
AGREEMENT
THIS AGREEMENT, dated as of September 12, 1996 (this "Agreement"),
between LCO INVESTMENTS LIMITED, a company organized under the laws of Guernsey,
Channel Islands (the "Company"), and ANDREW HOFMEISTER (the "Consultant").
W I T N E S E T H:
WHEREAS, the Company is an investment holding company and wishes to
engage the Consultant to provide advisory services to the Company and certain
other designated entities (collectively, "designated entities") and, if elected,
to act as a member of the Board of Directors (or similar body) of specified
entities in which the Company or certain designated entities have invested; and
WHEREAS, the Consultant has financial business experience and is
willing to make that experience available to the Company for the benefit of the
designated entities subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
7. Consultancy Services Relating to Ion Laser Technology, Inc. The
Consultant shall provide the following services to the Company for the benefit
of the Company and designated entities:
(a) if elected, serve on the board of directors of Ion Laser
Technology, Inc. ("ILT") and any subsidiary thereof (any such
appointment being as a "ILT Director" of a "ILT Company");
(b) attend regular board meetings of any ILT Company of which he
is from time to time a ILT Director and act as a diligent and
responsible director thereof; and
(c) perform such other incidental services as the Company may
reasonably request from time to time.
As the full and complete consideration for the services to be
provided by the Consultant under Section 1 above the Company shall, in addition
to the amounts payable under
Page 26 of 32
<PAGE>
Section 3 below, permit the Consultant to keep for his own account any fee
received by him as a ILT Director.
8. Term of Agreement. The term of this Agreement shall commence on
the date hereof and shall continue thereafter until terminated by either party
giving at least 30 days' prior written notice to the other party.
9. Incentive Scheme re ILT. In this Section 3, the following words
shall have the following meanings unless the context otherwise requires:
(a) "the Scheduled ILT Shares" means those shares in ILT held as
at April 1, 1996 by those shareholders as set out in Schedule
I to this Agreement including any further ILT shares allotted
to those shareholders in respect of the shares set out in the
First Schedule on any capitalization issue or stock dividend
of ILT.
(b) "The Scheduled ILT Options" means those options on shares of
ILT held as at April 1, 1996 by those shareholders set out in
Schedule I to this Agreement including any further ILT options
allocated to those shareholders in respect of the options set
out in Schedule I on any recapitalization or similar event of
ILT.
(c) "Additional ILT Shares" means any shares in ILT (other than
the Scheduled ILT Shares) purchased or subscribed on or after
April 1, 1996 and prior to Termination by the Company or any
designated entities .
(d) "Additional ILT Options" means any options on shares of ILT
(other than the Scheduled ILT Options) purchased or subscribed
on or after April 1, 1996 and prior to Termination by the
Company or any designated entities.
(e) "ILT Option Shares" means any shares of ILT issued upon
exercise by the Company or any designated entity of ILT
Options.
(f) "Appreciation" means, in respect of any ILT Share, any
increase in value thereof between:
(i) April 1, 1996 or if later the date on which it becomes
an ILT Share; and
(ii) the earlier of the date on which the ILT Share is sold
or Termination.
(g) "Appreciation" means, in respect of any ILT Options, any
increase in value thereof between:
Page 27 of 32
<PAGE>
(i) April 1, 1996 or if later the date on which the option
becomes an ILT Option; and
(ii) the earlier of the date on which such option is sold or
Termination.
(h) "Appreciation" means, in respect of any ILT Option Shares, the
difference, measured at the earlier of the date (the
"Measurement Date") such ILT Option Share is sold or
Termination, between:
(i) the value of such ILT Option Shares on the Measurement
Date; and
(ii) the sum of the cost and the exercise price of the ILT
Option pursuant to which such ILT Option Share was
issued.
(i) "ILT Shares" means the Scheduled ILT Shares and any Additional
ILT Shares.
(j) "ILT Options" means the Scheduled ILT Options and the
Additional ILT Options.
(k) "Incentive Amount" means the sum of (i) 1% of Appreciation of
an ILT Share multiplied by the number of the ILT Shares in
respect of which Incentive Amount is being calculated plus
(ii) 1% of the Appreciation of an ILT Option multiplied by the
number of ILT Options in respect of which the Incentive Amount
is being calculated plus (iii) 1% of the Appreciation of an
ILT Option Share multiplied by the number of ILT Option Shares
in respect of which the Incentive Amount is being calculated.
(l) "sale" of any ILT Share, ILT Option or ILT Option Share means
a disposal of that share or option whether for cash or any
other form of consideration, except an exercise of an ILT
Option shall not be deemed a sale thereof, and "sold" shall be
construed accordingly.
(m) "Termination" means termination of the term of this Agreement
for any reason whatsoever.
If at any time prior to Termination all or any of the ILT Shares,
ILT Options or ILT Option Shares are sold, the Consultant shall be entitled to
receive from the Company and be paid forthwith the Incentive Amount calculated
in respect of those ILT Shares, ILT Options or ILT Option Shares so sold.
If on Termination all or any ILT Shares, ILT Options or ILT Option
Shares remain unsold, the Incentive Amount shall be calculated in respect of
such ILT Shares, ILT
Page 28 of 32
<PAGE>
Options or ILT Option Shares and the Consultant shall be entitled to receive
from the Company (payable as provided below) an amount (the "Relevant Amount")
calculated as follows and which shall vest on Termination:
(a) 20% of such Incentive Amount if Termination occurs between
April 1, 1997 and March 31, 1998 inclusive; or
(b) 40% of such Incentive Amount if Termination occurs between
April 1, 1998 and March 31, 1999 inclusive; or
(c) 60% of such Incentive Amount if Termination occurs between
April 1, 1999 and March 31, 2000 inclusive; or
(d) 80% of such Incentive Amount if Termination occurs between
April 1, 2000 and March 31, 2001 inclusive; or
(e) 100% of such Incentive Amount if Termination occurs after
March 31, 2001.
The Relevant Amount shall be payable to the Consultant within 30
days of Termination either in cash or, at the Company's option, as to the whole
or any part (as determined by the Company) of the Relevant Amount, by the
Company transferring or causing to be transferred to the Consultant ILT Shares,
ILT Options or ILT Option Shares with a value as at Termination equal to the
whole or such part of the Relevant Amount which shall be in satisfaction
thereof.
For the purpose of this Section 3, the value of an ILT Share, ILT
Option or ILT Option Share shall be ascertained from the value of the
Over-The-Counter Market bid side of ILT shares as appearing in the Wall Street
Journal or similar publication or screen service at the nearest practicable date
to the date to which the value is being calculated or, if ILT shares cease to be
dealt with in the Over-The-Counter Market, shall be determined in such manner as
the parties may agree or failing agreement as may be fixed by the Company's
auditors acting as experts, not arbitrators, whose decision shall be final and
binding on the parties and whose costs and expenses shall be borne by the
Company.
The Company shall forthwith notify the Consultant in writing upon
any entities related to the Company acquiring any shares or options in ILT
(other than Scheduled ILT Shares or Scheduled ILT Options) prior to Termination.
Osterfak Ltd. shall not be deemed to be related to the Company for the purposes
of this Agreement.
4. Other Services of the Consultant. It is understood by the parties
that the Company may from time to time request the Consultant to provide
financial services and assistance to the Company for the benefit of entities
that are not designated entities holding ILT Companies. The Consultant may agree
to such requests at his discretion and the services and assistance shall be
provided upon mutually agreeable terms.
Page 29 of 32
<PAGE>
5. Relationship of Parties. The Consultant and the Company are
entering into this Agreement as principals and nothing herein contained shall be
construed as making either party an agent of the other for any purpose or as
making either party an agent of any third party or as making the Consultant an
employee of the Company. In particular, the Consultant shall have no power to
enter into any contracts on behalf of the Company or to bind the Company in any
way or to require the Company to act in accordance with the advice,
recommendations and other services to be provided by the Consultant to the
Company hereunder.
6. Reports. The Consultant shall prepare and submit to the Company
such regular periodic reports with respect to the activities undertaken by him
in connection with this Agreement as the Company may reasonably request from
time to time (consistent with the Consultant's duties as an ILT Director).
7. Confidential Information. The Consultant shall not during the
term of this Agreement (otherwise than in the proper performance of his duties)
or thereafter without the prior written consent of the Company divulge to any
person, firm or company, and shall during the term of this Agreement use his
best endeavors to prevent the publication or disclosure of, any information
concerning the confidential aspects and business, accounts or finances of the
Company or any of the designated entities or the identity of their respective
directors, trustees, shareholders or other beneficial owners or any of the
secrets, dealings, transactions or affairs of the Company or any of the
designated entities which have or may come to his knowledge during the course of
this Agreement or previously or otherwise. On the termination of this Agreement,
the Consultant shall forthwith surrender to the Company or as it may direct all
original and copy documents in his possession relating to the business or
affairs of the Company and any designated entities.
8. Notices. Any notice or other document to be given hereunder to
the Company shall be delivered or sent by first class recorded delivery post or
by telecopier to the Company at its office address in Guernsey, Channel Islands
(with a copy to CAP Advisers Limited at its office address in Switzerland) for
the time being, and any notice or other document to be given hereunder to the
Consultant shall be delivered to him or sent by first class recorded delivery
post to his address as stated in this agreement or his usual or last known place
of residence.
9. Governing Law. This Agreement and the relationships of the
parties in connection with the subject matter of this agreement shall be
governed by and construed in accordance with the laws of New York without regard
to the choice of law doctrine thereof.
10. General.
(a) The Company shall notify the Consultant in writing from time
to time of those entities that are "designated entities" for
the purposes of this Agreement.
(b) All payments of money to the Consultant will be subject to
such deductions and withholdings by the Company as the Company
is from
Page 30 of 32
<PAGE>
time to time required to make pursuant to law or governmental
regulations.
(c) This Agreement constitutes the entire agreement of the parties
hereto with respect to the services to be provided by the
Consultant to the Company and supersedes all prior agreements
and understandings of whatever nature between the parties
hereto, and each of the parties acknowledges that it has not
been induced to enter into this Agreement by any
representation not incorporated in this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first written above.
LCO INVESTMENTS LIMITED
By: /s/ Chin Meng Yong
--------------------------
Name: Chin Meng Yong
Title: Vice President
/s/ Andrew Hofmeister
--------------------------
ANDREW HOFMEISTER
Page 31 of 32
<PAGE>
SCHEDULE I
Number of ILT Number of ILT
------------- -------------
Name and Address of Shareholder Shares Options
- ------------------------------- ------ -------
LCO Investments Limited 274,000 773,334
Canada Court
Upland Road, St. Peter Port
Guernsey, Channel Islands
Page 32 of 32
