<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ION LASER TECHNOLOGY, INC.
(Name of Issuer)
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)
August 18, 1997
(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>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <C>
(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 member (a) /X/
of a group (see instructions)........... (b) / /
(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....................... 1,820,092 (which includes
1,173,334 shares subject
to purchase within 60 days
upon the exercise of
certain options)
(8) Shared voting power .................... 232,100 (which includes
100,000 shares subject to
purchase within 60 days
upon the exercise by
Lynn B. Barney of certain
options)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(9) Sole dispositive power ................. 1,820,092 (which includes
1,173,334 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................ 2,052,192
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)........................... / /
(13) Percent of class represented by amount
in Row (11)............................. 29.7%
(14) Type of reporting person (see
instructions)........................... CO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <C>
(1) Name of reporting persons............... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of
above persons...........................
(2) Check the appropriate box if a member (a) /X/
of a group (see instructions)........... (b) / /
(3) SEC use only ...........................
(4) Source of funds (see instructions)...... Not Applicable
(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....................... 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power..................... 232,100 (which includes 100,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(9) Sole dispositive power.................. 1,820,092 (which includes 1,173,334
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................. 2,052,192
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)............................ / /
(13) Percent of class represented by amount
in Row (11).............................. 29.7%
(14) Type of reporting person (see
instructions)............................ 00 (Trust)
</TABLE>
The inclusion of The ERSE Trust in this Statement shall not be construed as
an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this Statement.
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <C>
(1) Name of reporting persons............... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of
above persons...........................
(2) Check the appropriate box if a member (a) /X/
of a group (see instructions)........... (b) / /
(3) SEC use only............................
(4) Source of funds (see instructions)...... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)...................... / /
(6) Citizenship or place of
organization............................. UNITED KINGDOM
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power....................... 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power..................... 232,100 (which includes 100,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(9) Sole dispositive power.................. 1,820,092 (which includes 1,173,334
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................ 2,052,192
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)........................... / /
(13) Percent of class represented by amount
in Row (11)............................. 29.7%
(14) Type of reporting person (see
instructions)........................... CO
</TABLE>
The inclusion of CAP Advisers Limited in this Statement shall not be
construed as an admission that such party is, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered by this Statement.
<PAGE>
CUSIP NO.461909 20 2
<TABLE>
<S> <C> <C>
(1) Names of reporting persons.............. RICHARD S. BRADDOCK
S.S. or I.R.S. identification
Nos. of above persons
(2) Check the appropriate box
if a member of a group (a) /X/
(see instructions)...................... (b) / /
(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 ...................... 478,047 (which includes 308,333
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power..................... None
(9) Sole dispositive power.................. 478,047 (which includes 308,333
shares subject to purchase within 60
days upon the exercise of certain
options)
(10) Shared dispositive power................ None
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person................ 478,047
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)........................... / /
(13) Percent of class represented by amount
in Row (11)............................. 8.0%
(14) Type of reporting person
(see instructions)...................... IN
</TABLE>
<PAGE>
CUSIP NO.461909 20 2
<TABLE>
<S> <C> <C>
(1) Names of reporting persons.............. LYNN B. BARNEY
S.S. or I.R.S. identification
Nos. of above persons...................
(2) Check the appropriate box
if a member of a group (a) /X/
(see instructions)...................... (b) / /
(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..................... 232,100 (which includes 100,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
(9) Sole dispositive power.................. 232,100 (which includes 100,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
(10) Shared dispositive power................ None
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person................ 232,100
(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)............................. 4.0%
(14) Type of reporting person
(see instructions)...................... IN
</TABLE>
<PAGE>
CUSIP NO.461909 20 2
<TABLE>
<S> <C> <C>
(1) Names of reporting persons.............. ANTHONY M. PILARO
S.S. or I.R.S. identification
Nos. of above persons...................
(2) Check the appropriate box
if a member of a group (a) /X/
(see instructions)...................... (b) / /
(3) SEC use only............................
(4) Source of funds (see
instructions)........................... Not Applicable
(5) Check if disclosure of legal procedures
is required pursuant to items 2(d) or
2(e).................................... / /
(6) Citizenship or place of
organization............................ IRELAND
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power....................... 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power..................... 232,100 (which includes 100,000
shares subject to purchase within 60
days upon the exercise by Lynn B.
Barney of certain options)
(9) Sole dispositive power.................. 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(10) Shared dispositive power................ None
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person................ 2,052,192
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)........................... / /
(13) Percent of class represented by amount
in Row (11)............................. 29.7%
(14) Type of reporting person
(see instructions)...................... IN
</TABLE>
The inclusion of Anthony M. Pilaro in this Statement shall not be construed
as an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this Statement.
<PAGE>
ION LASER TECHNOLOGY, INC. SCHEDULE 13D
AMENDMENT NO. 3
NOTE: This Amendment No. 3 amends and restates a Statement on Schedule 13D
filed on April 11, 1996, as amended by an Amendment No. 1 filed on December
6, 1996 and by an Amendment No. 2 filed on May 23, 1997 (the "Initial
Schedule 13D") on behalf of LCO Investments Limited ("LCO Investments"),
Richard S. Braddock, Lynn B. Barney and Andrew Hofmeister.
This Amendment No. 3 is being filed to reflect the addition of Anthony M.
Pilaro as a reporting person within the group and the deletion of Andrew
Hofmeister as a reporting person within this group. Items 2, 3, 4, 5 and 6
have been amended accordingly. A cover page for Mr. Pilaro has been added.
The cover page for Mr. Hofmeister has been deleted.
In addition, cover pages have been added for The ERSE Trust and CAP
Advisers Limited. Previously disclosed information in Items 2 and 5
regarding The ERSE Trust and CAP Advisers Limited have not changed from the
Initial Schedule 13D except, in Item 5, to reflect certain changes in the
beneficial ownership of Lynn B. Barney as described below.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owners of any securities covered by this Statement.
This Amendment No. 3 is also being filed to reflect the exercise by Lynn
B. Barney of certain options to purchase shares of Common Stock and the
disposition by Mr. Barney of certain shares of Common Stock in connection
therewith.
Finally, the cover page for Richard S. Braddock and Item 5 have been
amended to correct the number of shares beneficially owned by him so as to
include 15,000 shares of Common Stock subject to purchase upon the exercise
of certain options. Those options were previously disclosed but were
inadvertently omitted from the cover page and Item 5 in Amendment No. 2.
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.
<PAGE>
Item 2. Identity and Background.
This Statement is filed by a group comprised of LCO Investments Limited,
The ERSE Trust, CAP Advisers Limited, Richard S. Braddock, Lynn B. Barney and
Anthony M. Pilaro (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.
(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) A person included within this group is CAP
Advisers Limited ("CAP Advisers") (Dublin Branch). CAP Advisers is the sole
trustee of The ERSE Trust, of which LCO Investments is a wholly-owned
subsidiary.
<PAGE>
(b) 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.
(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) A person included within this group is The ERSE
Trust ("ERSE Trust"). 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
<PAGE>
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).
(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 to serve as Vice Chairman of
the Board of Directors of the Company. Accordingly, 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
<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. Barney is a United States citizen.
Anthony M. Pilaro (a) A person included within the group filing this
Statement is Mr. Anthony M. Pilaro ("Mr. Pilaro").
(b) The business address of Mr. Pilaro is c/o CAP Advisers Limited, 36
FitzWilliam Place, Dublin 2 Ireland.
(c) Mr. Pilaro's principal occupation is as a private investor and as
Chairman of CAP Advisers. He is also a Director of the Company.
(d) During the last five years, Mr. Pilaro has not been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, Mr. Pilaro 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. Pilaro is a citizen of Ireland.
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 232,100 shares of the Company's
Common Stock. Of those shares, 118,100 are held of record of Mr. Barney,
14,000 are held of record by a retirement plan of which Mr. Barney is a
beneficiary, and 100,000 are subject to purchase within 60 days upon the
exercise of certain stock options granted to Mr. Barney.
<PAGE>
As described in Items 5 and 6 below, Mr. Barney granted LCO Investments
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 May 12, 1997, LCO Investments and Mr. Braddock acquired from the
Company shares of the Company's Common Stock at a purchase price of $7.00 per
share, pursuant to a Securities Purchase Agreement dated as of May 8, 1997
(the "May 1997 Purchase Agreement"). LCO Investments acquired 342,858 shares
of Common Stock for an aggregate purchase price of $2,400,000. Mr. Braddock
acquired 85,714 shares of Common Stock for an aggregate purchase price of
$600,000. The source of funds for such purchase by LCO Investments was its
own capital funds. The sources of funds for such purchase by Mr. Braddock
were $300,000 of his own personal funds and a $300,000 loan from Excimer
Vision Leasing, L.P. See Item 6 below.
LCO Investments has made the following additional acquisitions of Common
Stock through open market purchases, with the source of funds for such
purchases being the capital funds of LCO Investments:
<TABLE>
No. of Shares Aggregate
Date of Common Stock Purchase Price
---- --------------- --------------
<S> <C> <C>
March 5, 1996 10,000 $128,360
March 6, 1996 40,000 689,640
March 14, 1997 15,500 113,150
March 20, 1997 500 3,655
</TABLE>
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 purchase was the capital funds of LCO Investments.
Mr. Braddock has made the following additional acquisition of Common
Stock through open market purchases, with the source of funds for such
purchases being his personal funds:
<TABLE>
No. of Shares Aggregate
Date of Common Stock Purchase Price
---- --------------- --------------
<S> <C> <C>
March 1, 1996 3,000 $54,209
</TABLE>
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.
<PAGE>
On June 25, 1997, Mr. Barney exercised options to purchase the following
numbers of shares of Common Stock at the following exercise prices:
<TABLE>
No. of Shares
of Common Shares Exercise Price Per Share
---------------- ------------------------
<S> <C>
77,100 $0.60
20,000 $0.625
32,000 $1.25
</TABLE>
Mr. Barney paid the aggregate exercise price of the shares of Common Stock
listed above by delivering to the Company 11,000 shares of Common Stock,
which was the number of shares of Common Stock with an aggregate fair market
value on such date (at $8.375 per share) equal to the aggregate exercise
price of the options exercised on such date.
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 Vice Chairman of the Board of Directors 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 formed a
"group" as such term is defined in Rule 13d-1(f). ERSE Trust, CAP Advisers
and Mr. Pilaro are members of the group by attribution, directly and
indirectly, from LCO Investments. The inclusion of ERSE Trust, CAP Advisers
and Mr. Pilaro shall not be construed as an admission that such parties are
the beneficial owners of any securities covered by this Statement. 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 Andrew Hofmeister were appointed as Directors of the
Company. Mr. Braddock is one of the persons included in the group
filing this Statement. On August 18, 1997, Mr. Pilaro was elected as
a Director of the Company to replace Mr. Hofmeister. Mr. Pilaro was
designated by LCO Investments. Mr. Barney, another person included in
the group, continues to serve as a Director of the Company.
<PAGE>
(ii) Under the Purchase Agreement, LCO Investments and Mr. Braddock
acquired from the Company options to purchase shares of the Company's
Common Stock. LCO Investments acquired options to purchase 773,334
shares of Common Stock. Mr. Braddock acquired options to purchase
193,333 shares of Common Stock. Pursuant to the May 1997 Purchase
Agreement, the exercise price of these options was reduced from $20.00
to $9.00 per share and such options became exercisable at any time
until the close of business on March 31, 2006. Under the May 1997
Purchase Agreement, LCO Investments and Mr. Braddock also acquired
from the Company new options to purchase shares of the Company's
Common Stock at an exercise price of $9.00 per share. LCO Investments
acquired options to purchase 400,000 shares of Common Stock. Mr.
Braddock acquired options to purchase 100,000 shares of Common Stock.
Such options are exercisable at any time until the close of business
on May 1, 2007.
As described in Items 5 and 6 below, LCO Investments 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 Investments 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. Pilaro will also have the power to exert such influence. So
long as he is Vice Chairman of the Board of Directors, Mr. Barney will have
the power to exert such influence. In addition to the foregoing, the group
or any of its members may acquire additional 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 directly holds and
beneficially owns 2,052,192 shares of Common Stock, which constitutes 29.7%
of the 6,907,525 shares of Common Stock which are believed to be the total
number of shares of Common Stock outstanding on the date hereof (which
includes 1,173,334 shares subject to purchase within 60 days upon the
exercise by LCO Investments of certain options and 100,000 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), CAP Advisers (as the sole trustee of
ERSE Trust), and Mr. Pilaro (as the Chairman of CAP Advisers) are listed as
beneficial owners of such shares for purposes of this Item 5 but do not hold
any shares directly. The inclusion of ERSE Trust, CAP Advisers, and
<PAGE>
Mr. Pilaro, however, shall not be construed as an admission that such parties
are the beneficial owners of such shares. Mr. Braddock beneficially owns
478,047 shares of Common Stock which constitutes 8.0% of the 5,942,524
outstanding shares (which includes 308,333 shares subject to purchase within
60 days upon the exercise by Mr. Braddock of certain options). Mr. Barney
beneficially owns 232,100 shares of Common Stock which constitutes 4.0% of
the 5,734,191 outstanding shares (which includes 100,000 shares subject to
purchase within 60 days upon the exercise by Mr. Barney of certain options).
After eliminating shares under common beneficial ownership, the group owns an
aggregate of 2,530,239 shares of Common Stock which constitutes 35.1% of the
7,215,858 shares outstanding (which includes the shares subject to purchase
within 60 days upon the exercise by LCO Investments, Mr. Braddock or Mr.
Barney 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"). Mr. Pilaro was elected as a Director of the
Company on August 18, 1997 to replace Mr. Hofmeister and is now 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.
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.
<PAGE>
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. Mr. Pilaro is the
Chairman of CAP Advisers. CAP Advisers, ERSE Trust and Mr. Pilaro are listed
because of such relationships, although neither CAP Advisers, ERSE Trust nor
Mr. Pilaro has a contractual or legal right to vote or dispose of any shares
of Common Stock listed below. The inclusion of CAP Advisers, ERSE Trust and
Mr. Pilaro should not be construed as an admission that any of such parties
is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934,
the beneficial owner of any securities covered by this Statement.
<TABLE>
Sole Shared Sole Shared
Name Vote Vote Disposition Disposition
- ---- ---- ------ ----------- -----------
<S> <C> <C> <C> <C>
LCO Investments 1,820,092 232,100 1,820,092 0
CAP Advisers 1,820,092 232,100 1,820,092 0
ERSE Trust 1,820,092 232,100 1,820,092 0
Richard S. Braddock 478,047 0 478,047 0
Lynn B. Barney 0 232,100 232,100 0
Anthony M. Pilaro 1,820,092 232,100 1,820,092 0
</TABLE>
The 1,820,092 shares of Common Stock listed in the above table for which LCO
Investments, CAP Advisers, ERSE Trust and Anthony M. Pilaro have sole voting
power and sole dispositive power includes 1,173,334 shares subject to
purchase within 60 days upon the exercise by LCO Investments of certain
options. The 232,100 shares of Common Stock listed in the above table for
which LCO Investments, CAP Advisers, ERSE Trust, Mr. Pilaro and Mr. Barney
have shared voting power and Mr. Barney has sole dispositive power includes
100,000 shares subject to purchase within 60 days upon the exercise by Mr.
Barney of certain options. The 478,047 shares listed above with respect to
Mr. Braddock includes 308,333 shares subject to purchase within 60 days upon
the exercise by Mr. Braddock 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. 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
$9.00 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.
<PAGE>
On May 12, 1997, LCO Investments and Mr. Braddock acquired shares of
Common Stock pursuant to the May 1997 Purchase Agreement. LCO Investments
acquired 342,858 shares of Common Stock at $7.00 per share for an aggregate
purchase price of $2,400,000. Mr. Braddock acquired 85,714 shares of Common
Stock for an aggregate purchase price of $600,000. The options acquired by
LCO Investments and Mr. Braddock under the May 1997 Purchase Agreement are
exercisable at $9.00 per share. LCO Investments was issued options to
purchase an aggregate of 400,000 shares of Common Stock. Mr. Braddock was
issued options to purchase an aggregate of 100,000 shares of Common Stock.
The sources of funds for such purchases were the capital funds of LCO
Investments and, with respect to Mr. Braddock, $300,000 of the private funds
of Mr. Braddock and a $300,000 loan from Excimer Vision Leasing, Inc.
On June 25, 1997, Mr. Barney exercised options to purchase the following
number of shares of Common Stock at the following exercise prices:
<TABLE>
No. of Shares
of Common Shares Exercise Price Per Share
---------------- ------------------------
<S> <C>
77,100 $0.60
20,000 $0.625
32,000 $1.25
</TABLE>
Mr. Barney paid the aggregate exercise price of the shares of Common Stock
listed above by delivering to the Company 11,000 shares of Common Stock,
which was the number of shares of Common Stock with an aggregate fair market
value on such date (at $8.375 per share) equal to the aggregate exercise
price of the options exercised on such date.
See Item 3 above for information regarding additional purchases of Common
Stock by LCO Investments and Mr. Braddock.
(d) No person other than LCO Investments (and, by attribution, ERSE
Trust, CAP Advisers (Dublin Branch), and Mr. Pilaro) 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, the May 1997 Purchase
Agreement, and through open market and other purchases, except as described
in Item 6 below with respect to Andrew Hofmeister.
(e) Not applicable.
<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 after April 1, 1996. The
Carried Interest vests as follows: 20% on each April 1 from April 1, 1997
through and including April 1, 2001.
On May 12, 1997, Excimer Vision Leasing, L.P. ("EVL") extended a $300,000
loan (the "Loan") to Mr. Braddock for purposes of providing a source of funds
for the purchase by Mr. Braddock of a portion of the shares of Common Stock
purchased by him under the May 1997 Purchase Agreement. As of the date
hereof, the terms of the Loan have not been finalized.
On October 7, 1996, LCO Investments entered into a Consultancy Agreement
dated as of September 12, 1996 with Andrew Hofmeister. Mr. Hofmeister, then
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. Mr. Hofmeister was replaced as a Director of the Company on August
18, 1997. 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
<PAGE>
acquired by LCO Investments after April 1, 1996. The Hofmeister Carried
Interest vests as follows: 20% on each April 1 from April 1, 1997 through
and including April 1, 2001.
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, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock, Mr. Barney and Mr. Hofmeister (the "Amendment No.
1 Joint Filing Agreement").
Exhibit I, previously filed, 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, previously filed, is the Consultancy Agreement with Andrew
Hofmeister described in Item 6 above.
<PAGE>
Exhibit K, previously filed, is a Joint Filing Agreement among LCO
Investments, Mr. Braddock, Mr. Barney and Mr. Hofmeister (the "Amendment No.
2 Joint Filing Agreement").
Exhibit L, previously filed,, is the Authorizing Agreement authorizing
Craigh Leonard as Attorney-in-Fact to sign the Amendment No. 2 Joint Filing
Agreement on behalf of LCO Investments.
Exhibit M, previously filed, is the May 1997 Purchase Agreement described
in Items 3 and 5 hereof.
Exhibit N, which appears on pages 29 through 31 of this Amendment No. 3
to Schedule 13D, are the Powers of Attorney of ERSE Trust, CAP Advisers and
Anthony M. Pilaro, respectively, authorizing Craigh Leonard, as
Attorney-in-Fact, to sign such Schedule 13D and all amendments thereto on
behalf of such parties.
Exhibit O, which appears on page 32 of this Amendment No. 3 to Schedule
13D, is the Authorizing Agreement authorizing Craigh Leonard, as
Attorney-in-Fact, to sign all joint filing agreements in connection with this
Amendment No. 3 to Schedule 13D and any subsequent amendments to such
Schedule on behalf of each of LCO Investments, ERSE Trust, CAP Advisers and
Anthony M. Pilaro.
Exhibit P, which appears on pages 33 through 34 of this Amendment No. 3,
is a Joint Filing Agreement among LCO Investments, ERSE Trust, CAP Advisers,
Richard S. Braddock, Lynn B. Barney and Anthony M. Pilaro.
<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: September 18, 1997
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
----------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By: /s/ Craigh Leonard
----------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS 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/ Craigh Leonard
----------------------------------
Anthony M. Pilaro, by
Craigh Leonard, Attorney-in-Fact
<PAGE>
EXHIBIT 99.N
POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints CRAIGH LEONARD its true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for it and in its name, place
and stead, in any and all capacities, to sign any and all Securities and
Exchange Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and
any all amendments thereto relating to Ion Laser Technology, Inc., and to
file the same and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as it might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done, or have done or caused to be done prior
to this date, by virtue hereof.
Dated: September 10, 1997
THE ERSE TRUST
By: /s/ Michael C.M. Yong
--------------------------------
Director of CAP Advisers Limited,
as Trustee
<PAGE>
EXHIBIT 99.N
POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints CRAIGH LEONARD its true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for it and in its name, place
and stead, in any and all capacities, to sign any and all Securities and
Exchange Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and
any all amendments thereto relating to Ion Laser Technology, Inc., and to
file the same and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as it might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done, or have done or caused to be done prior
to this date, by virtue hereof.
Dated: September 10, 1997
CAP ADVISERS LIMITED
By: /s/ Michael C.M. Yong
----------------------------------
Director
<PAGE>
EXHIBIT 99.N
POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints CRAIGH LEONARD his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all Securities and
Exchange Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and
any all amendments thereto relating to Ion Laser Technology, Inc., and to
file the same and other documents in connection therewith with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done, or have done or caused to be done prior
to this date, by virtue hereof.
Dated: August 25, 1997
/s/ Anthony M. Pilaro
-----------------------------------
ANTHONY M. PILARO
<PAGE>
EXHIBIT 99.O
JOINT FILING AGREEMENT AUTHORIZATION
Each of the undersigned parties hereby authorizes Craigh Leonard to sign
on such party's behalf a (i) Joint Filing Agreement relating to the filing of
an Amendment No. 3 to Schedule 13D with the United States Securities and
Exchange Commission that will include references to the shares of Common
Stock and options to purchase shares of Common Stock of Ion Laser Technology,
Inc., which are owned directly by LCO Investments Limited, and (ii) any
subsequent Joint Filing Agreements relating to any other amendments of such
Schedule 13D.
It is understood that the persons who will be parties to the Joint Filing
Agreement referred to in clause (i) above will include LCO Investments
Limited, The ERSE Trust, CAP Advisers Limited, Richard S. Braddock, Lynn B.
Barney and Anthony M. Pilaro.
Dated: September 11, 1997
LCO INVESTMENTS LIMITED
By: /s/ Michael C.M. Yong
---------------------------------
Director
THE ERSE TRUST
By: /s/ Michael C.M. Yong
---------------------------------
Direct of CAP Advisers Limited,
as Trustee
CAP ADVISERS LIMITED
By: /s/ Michael C.M. Yong
---------------------------------
Director
/s/ Anthony M. Pilaro
---------------------------------
ANTHONY M. PILARO
<PAGE>
EXHIBIT 99.P
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED, THE ERSE TRUST,
CAP ADVISERS LIMITED, RICHARD S. BRADDOCK,
LYNN B. BARNEY AND ANTHONY M. PILARO
AGREEMENT, dated as of September 11, 1997, among LCO Investments
Limited, The ERSE Trust, CAP Advisers Limited, Richard S. Braddock, Lynn B.
Barney and Anthony M. Pilaro.
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, The ERSE Trust, CAP Advisers Limited, Richard S.
Braddock, Lynn B. Barney and Anthony M. Pilaro do hereby agree, in accordance
with Rule 13d-1(f) under the Act, to file an Amendment No. 3 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
THE ERSE TRUST
By: /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
<PAGE>
CAP ADVISERS 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/ Craigh Leonard
--------------------------------
Anthony M. Pilaro, by
Craigh Leonard, Attorney-in-Fact
