<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) September 30, 1997
---------------------------
PREMIER LASER SYSTEMS, INC.
---------------------------
(Exact name of registrant as specified in its charter)
California 0-25242 33-0472684
- ---------------------------- ------------------------ ------------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3 Morgan, Irvine, California 92618
---------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 859-0656
------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 30, 1997, Premier Laser Systems, Inc. (the "Company")
acquired EyeSys Technologies, Inc. ("EyeSys") through the merger of Premier
Acquisition of Delaware, Inc. ("PAI"), a wholly owned subsidiary of the
Company, into EyeSys (the "Merger"). Upon the effective date of the
Merger, EyeSys became a wholly owned subsidiary of the Company. The Merger
was effected pursuant to an Agreement and Plan of Merger dated April 24,
1997 by and among the Company, PAI and EyeSys, as amended.
The consideration paid in the merger consisted of approximately
1,236,668 shares of the Company's Class A Common Stock which was
distributed among: (i) holders of stock and notes of EyeSys, (ii) certain
creditors and claimants of EyeSys and (iii) employees of EyeSys entitled to
bonuses for continued employment following the Merger. Options to purchase
Class A Common were also issued in exchange for outstanding options and
warrants to purchase EyeSys common stock. In determining the aggregate
purchase price for EyeSys, the Company took into account the value of
companies of similar industry and size to EyeSys, comparable transactions,
and the market for such ophthalmic companies generally.
EyeSys designs, develops and markets a line of noninvasive corneal
topography systems for use by ophthalmologists and optometrists in surgical
planning and evaluation, diagnosis of corneal pathologies and contact lens
fitting. Premier will continue the operation of EyeSys' business following
the Merger; however, EyeSys' manufacturing and operational facilities and
personnel will be relocated to Premier's headquarters in Irvine,
California.
-2-
<PAGE>
Item 7. Financial Statements and Exhibits.
A. Financial Statements of EyeSys.
------------------------------
Financial Statements of EyeSys prepared in accordance with
Regulation S-X consisting of the Balance Sheets as of December
31, 1996 and 1995, Statements of Operations for the years ended
December 31, 1996, 1995, and 1994, Statements of Changes in
Stockholders' Equity for the years ended December 31, 1996, 1995,
and 1994, and Statements of Cash Flows for the years ended
December 31, 1996, 1995, and 1994, together with the Report of
Independent Auditors are hereby incorporated by reference to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-29573).
The unaudited financial statements of EyeSys prepared in
accordance with Regulation S-X consisting of the Balance Sheet as
of June 30, 1997, Statements of Operation for the six months
ended June 30, 1997 and 1996, and Statements of Cash Flows for
the six months ended June 30, 1997 and 1996 filed with this
report are listed in the Index to Financial Statements on page F-
1 of this report.
B. Pro Forma Financial Information.
-------------------------------
The pro forma combined financial statements for the combined
companies required to be filed pursuant to this item are listed
in the Index to Financial Statements on page F-1 of this report.
C. Exhibits
--------
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger dated as of April 24, 1997 among
Premier Laser Systems, Inc., EyeSys Technologies, Inc. and
Premier Acquisition of Delaware, Inc. (incorporated herein by
this reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4, Registration No. 333-
29573).
2.2 First Amendment to Agreement and Plan of Merger dated as of
August 6, 1997 among Premier Laser Systems, Inc., EyeSys
Technologies, Inc. and Premier Acquisition of Delaware, Inc.
(incorporated herein by this reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K filed October 15,
1997).
2.3 Second Amendment to Agreement and Plan of Merger dated as of
September 16, 1997 among Premier Laser Systems, Inc., EyeSys
Technologies, Inc. and Premier Acquisition of Delaware, Inc.
(incorporated herein by this reference to Exhibit 2.3 to the
Registrant's Current Report on Form 8-K filed October 15,
1997).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
-3-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto.
PREMIER LASER SYSTEMS, INC.
/s/ MICHAEL L. HIEBERT
November 14, 1997 ____________________________________________
Michael L. Hiebert, Chief Financial Officer
-4-
<PAGE>
INDEX TO FINANCIAL STATEMENTS
TO CURRENT REPORT ON FORM 8-K/A
Page
----
(a) Financial Statements of Business Acquired
-----------------------------------------
Balance Sheet as of June 30, 1997 ................................... F-2
Statements of Operation for the six months ended June 30, 1997 and
1996 .............................................................. F-3
Statements of Cash Flows for the six months ended June 30, 1997 and
1996 .............................................................. F-4
(b) Pro Forma Financial Information
-------------------------------
Unaudited Pro Forma Combined Financial Statements.................... F-5
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1997 ..................................................... F-6
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the year ended March 31, 1997 ................................. F-7
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the three months ended June 30, 1997 .......................... F-8
Notes to Unaudited Pro Forma Condensed Combined
Financial Statements............................................... F-9
F-1
<PAGE>
EYESYS TECHNOLOGIES, INC.
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
June 30,
ASSETS 1997
------------
<S> <C>
Current Assets:
Cash and cash equivalents $ -
Accounts receivable, net 587,889
Inventories 1,225,729
Prepaid expenses and other current assets 23,420
------------
Total current assets 1,837,038
Property and equipment, net 711,838
Other assets 27,996
------------
$ 2,576,872
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,027,151
Accrued liabilities 1,159,113
Notes payable and current portion of capital lease obligations 5,155,866
------------
Total current liabilities 8,342,130
------------
Long-term liabilities:
Deferred income taxes 57,000
Long-term debt 197,112
------------
Total long-term liabilities 254,112
------------
Commitments and contingencies
Shareholders' equity
Preferred stock 6,702,659
Common stock 2,011,694
Accumulated deficit (14,733,723)
------------
Total shareholders' equity (6,019,370)
------------
$ 2,576,872
============
</TABLE>
F-2
<PAGE>
EYESYS TECHNOLOGIES, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net sales $ 1,158,800 $ 4,234,080
Cost of sales 791,531 2,364,124
----------- -----------
Gross profit (loss) 367,269 1,869,956
Selling and marketing expenses 1,130,291 2,389,028
Research and development expenses 236,485 586,511
General and administrative expenses 1,164,516 858,393
----------- -----------
Loss from operations (2,164,023) (1,963,976)
Interest income (expense), net (170,486) (231,019)
----------- -----------
Net loss before tax $(2,334,509) $(2,194,995)
----------- -----------
Provision for income taxes - 15,000
----------- -----------
Net loss after tax (2,334,509) (2,209,995)
=========== ===========
Net loss per common share $ (0.69) $ (0.67)
=========== ===========
Weighted average shares outstanding 3,380,615 3,309,011
============ ============
</TABLE>
F-3
<PAGE>
EYESYS TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
OPERATING ACTIVITIES
NET LOSS $(2,334,509) $(2,209,995)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation/amortization 222,246 240,951
Changes in operating assets and liabilities
Accounts receivable 1,859,924 42,727
Inventories 64,721 (46,521)
Prepaid expenses 73,265 16,502
Other assets 26,780 84,592
Accounts payable 301,170 (1,275,891)
Accrued liabilities (390,916) 261,980
Federal Income Tax (15,000) --
Other Long Term Liabilities (45,256) (45,641)
Deferred Revenue 242,397 43,495
----------- -----------
Net cash provided by (used in) operations 4,822 (2,887,801)
INVESTING ACTIVITIES
Purchases of property and equipment (7,888) (59,961)
FINANCING ACTIVITIES
Proceeds from Line of Credit 641,546 1,048,332
Payments on Line of Credit (860,028) (377,544)
Proceeds Notes Payable 286,934 --
Payments Notes Payable (103,504) (37,748)
Proceeds Common Stock 1,072 6,086
Proceeds from Bank Overdraft 37,046 --
Proceeds from Note Payable to Related Parties -- 1,717,555
----------- -----------
Net cash provided by (used in) financing activities 3,066 2,356,681
Net increase (decrease) in cash and cash equivalents -- (591,081)
Cash and cash equivalents at beginning of period -- 730,968
----------- -----------
Cash and cash equivalents at end of period $ 0 $ 139,887
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements
F-4
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Pro Forma Condensed Combined Statement of Operations for the
fiscal year ended March 31, 1997 and for the three-month period ended June 30,
1997 presents unaudited pro forma operating results for Premier as if the
Agreement and Plan of Merger ("Merger") between Premier and EyeSys had occurred
as of the beginning of the periods presented. The following Pro Forma Condensed
Combined Balance Sheet presents the unaudited pro forma financial condition of
Premier as if the Merger occurred as of June 30, 1997. Of the total purchase
price, $9.2 million represented the value of in-process research and
development. The excess of the purchase price of EyeSys (exclusive of the amount
allocated to in-process research and development over the net identifiable
assets and liabilities of EyeSys is reported as goodwill, developed product
technology, trademarks and tradenames, and patents. The carrying values of
EyeSys's net assets are assumed to equal their fair values for purposes of these
unaudited pro forma financial statements, unless indicated otherwise in the
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet. These values
are subject to revision. However, management believes that any resulting
adjustments will not have a material effect on the financial position or results
of operations.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement
of Operations were prepared assuming the consummation of: (i) the Merger, which
is accounted for under the purchase method of accounting; and (ii) the
conversion of convertible notes of EyeSys into common stock prior to the Merger.
The unaudited pro forma adjustments are described in the accompanying notes. The
unaudited pro forma adjustments represent Premier's preliminary determination of
the necessary adjustments and are based upon certain assumptions Premier
considers reasonable under the circumstances. Final amounts may differ from
those set forth below.
The unaudited pro forma financial information presented does not consider
any future events which may occur after the Merger including the possible
payment of additional purchase price (i.e. the Contingent Consideration) based
upon established financial goals for fiscal 1998. The unaudited pro forma
financial information presented does not attempt to quantify any operating
expense synergies or cost reductions of the combined operations of Premier and
EyeSys that may be realized after the Merger. Nor does the unaudited pro forma
financial information consider the incremental expense, capital or conversion
costs which may be incurred as a result of the Merger.
THE UNAUDITED PRO FORMA FINANCIAL INFORMATION IS PRESENTED FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF THE OPERATING
RESULTS OR FINANCIAL POSITION THAT WOULD HAVE OCCURRED HAD THE MERGER BEEN
CONSUMMATED AT THE DATES INDICATED, NOR IS IT NECESSARILY INDICATIVE OF FUTURE
OPERATING RESULTS OR FINANCIAL POSITION OF PREMIER FOLLOWING THE MERGER.
The unaudited pro forma condensed financial information should be read in
conjunction with the consolidated financial statements of Premier and the
financial statements of EyeSys and the related notes thereto contained in (i)
Premier's Annual Report on Form 10-K for the fiscal year ended March 31, 1997,
as amended, and (ii) EyeSys's audited financial statements for the fiscal years
ended December 31, 1996, 1995 and 1994 incorporated by reference to the
Registrant's Registration Statement on Form S-4 (Registration No. 333-29573).
F-5
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
PREMIER LASER SYSTEMS, INC.
<TABLE>
<CAPTION>
As of June 30, 1997
---------------------------------------------------------------------
Pro Forma
Pro Forma Condensed
Premier Laser EyeSys Adjustments Consolidated
---------------- -------------- ------------- --------------
ASSETS
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 15,224,931 $ - $ (470,000)(2(a)) $ 14,754,931
Short-term investments 9,775,235 - - 9,775,235
Restricted cash 1,050,000 - - 1,050,000
Accounts receivable, net 2,655,799 587,889 - 3,243,688
Inventories 3,226,121 1,225,729 - 4,451,850
Prepaid expenses and other current assets 1,084,935 23,420 - 1,108,355
------------ ------------ ----------- ------------
Total current assets 33,017,021 1,837,038 (470,000) 34,384,059
Property and equipment, net 802,854 711,838 - 1,514,692
Intangible, net 6,675,162 - 2,600,000 (2(a)) 9,275,162
Goodwill 1,028,083 - 4,405,500 (2(a)) 5,433,583
Other assets 6,477 27,996 - 34,473
------------ ------------ ----------- ------------
$ 41,529,597 $ 2,576,872 $ 6,535,500 $ 50,641,969
============ ============ =========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 957,154 $ 2,027,151 - $ 2,984,305
Accrued liabilities 645,218 1,159,113 1,043,255 (2(b)) 2,847,586
Notes payable and current portion of
capital 20,451 5,155,866 (3,793,933)(2(d)) 1,382,384
------------ ------------ ----------- ------------
Total current liabilities 1,622,823 8,342,130 (2,750,678) 7,214,275
------------ ------------ ----------- ------------
Long-term liabilities:
Deferred income taxes - 57,000 - 57,000
Capital lease obligations - non-current 34,449 197,112 - 231,561
------------ ------------ ----------- ------------
Total long-term liabilities 34,449 254,112 - 288,561
------------ ------------ ----------- ------------
Commitments and contingencies
Shareholders' equity
Preferred stock - 6,702,659 (6,702,659)(2(a)) -
Common stock 51,273,340 2,011,694 10,003,306 (2(a)) 63,288,340
Common stock--Class E-1 4,769,878 - - 4,769,878
Common stock--Class E-2 4,769,878 - - 4,769,878
Class A warrants 2,295,328 - - 2,295,328
Class B warrants 1,491,797 - - 1,491,797
Warrants to purchase Class A common stock 192,130 - - 192,130
Accumulated deficit (24,920,026) (14,733,723) 5,985,531 (2(a),(e)) (33,668,218)
------------ ------------ ----------- ------------
Total shareholders' equity 39,872,325 (6,019,370) 9,286,178 43,139,133
------------ ------------ ----------- ------------
$ 41,529,597 $ 2,576,872 $ 6,535,500 $ 50,641,969
============ ============ =========== ============
</TABLE>
See notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
F-6
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
PREMIER LASER SYSTEMS, INC.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1997(1)
---------------------------------------------------------
PRO FORMA
PRO FORMA CONDENSED
PREMIER LASER EYESYS ADJUSTMENTS CONSOLIDATED
------------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net sales............... $ 5,530,861 $ 8,097,780 $ -- $13,628,641
Cost of sales........... 3,968,539 4,912,222 -- 8,880,761
----------- ----------- --------- -----------
Gross profit............ 1,562,322 3,185,558 -- 4,747,880
Selling and marketing
expenses............... 2,406,010 4,038,427 -- 6,444,437
Research and development
expenses............... 1,563,228 1,103,009 196,923 (2(a)) 2,863,160
General and
administrative
expenses............... 1,736,184 1,692,624 297,198 (2(a)) 3,726,006
Write off of investment
in Mattan Corporation.. 881,010 -- -- 881,010
Termination of strategic
alliance with IBC...... 331,740 -- -- 331,740
In-process research and
development acquired in
the Data.Site
acquisition............ 250,000 -- -- 250,000
----------- ----------- --------- -----------
Loss from operations.... (5,605,850) (3,648,502) (494,121) 9,748,473
Interest (income)
expense, net........... (15,493) 516,496 (273,474)(2(b)) 227,529
----------- ----------- --------- -----------
Net loss................ (5,590,357) (4,164,998) (220,647) 9,976,002
Less preferred stock
dividends.............. -- (499,265) 499,265 (3) --
----------- ----------- --------- -----------
Net loss attributable to
common shareholders.... $(5,590,357) $(4,664,263) $ 278,618 $(9,976,002)
=========== =========== ========= ===========
Net loss per common
share.................. $ (0.96) $ (1.38) $ (1.41)(2(c))
=========== =========== ===========
Weighted average shares
outstanding............ 5,833,326 3,382,545 7,069,994 (3)
=========== =========== ===========
</TABLE>
See notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
F-7
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
PREMIER LASER SYSTEMS, INC.
<TABLE>
<CAPTION>
Quarter Ended June 30, 1997 (1)
-----------------------------------------------------------
Pro Forma
Pro Forma Condensed
Premier Laser EyeSys Adjustments Consolidated
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $2,105,447 $ 290,056 - $ 2,395,503
Cost of sales 1,295,980 327,659 - 1,623,639
---------- ----------- --------- -----------
Gross profit (loss) 809,467 (37,603) - 771,864
Selling and marketing expenses 815,023 489,615 - 1,304,638
Research and development expenses 513,499 133,279 49,231 (2(a)) 696,009
General and administrative expenses 363,986 725,776 74,300 (2(a)) 1,164,062
---------- ----------- --------- -----------
Loss from operations (883,041) (1,386,273) (123,531) (2,392,845)
Interest income (expense), net 169,786 (32,576) 78,316 (2(b)) 215,526
---------- ----------- --------- -----------
Net loss $ (713,255) $(1,418,849) $ (45,215) $(2,177,319)
========== =========== ========= ===========
Net loss per common share $ (0.08) $ (0.42) ($0.22) (2(c))
========== =========== ============
Weighted average shares outstanding 8,749,508 3,358,359 9,986,176 (3)
========== =========== ============
</TABLE>
See notes to Unaudited Pro Forma Condensed Consolidated
Statement of Operations
F-8
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
1. Basis of Presentation
For purposes of the Unaudited Pro Forma Condensed Consolidated Balance
Sheet, the financial position of EyeSys and Premier is as of June 30, 1997.
2. Pro Forma Adjustments
The following table reflects a detailed breakdown of the pro forma
adjustments in the Unaudited Pro Forma Condensed Consolidated Balance Sheet:
(a) Reflects the purchase of all outstanding EyeSys common stock for the
aggregate price of $12.015 million or 1,236,668 shares at an assumed value
of approximately $9.72 per share, the issuance of 165,000 options to
EyeSys option and warrant holders,and $470,000 in cash. The carrying values
of EyeSys's net assets are assumed to equal their fair values for purposes
of these unaudited pro forma financial statements, unless indicated below.
The fair market value of purchased in-process research and development of
$9.2 million was determined by an independent appraisal. The company will
record a write off of the purchased in-process research and development in
its fiscal year 1998 second quarter results of operations. The remaining
excess of the purchase price of EyeSys over its net book value as of the pro
forma balance sheet date represents developed product technology, patents,
trademarks and trade names, and goodwill in the amount of $600,000,
$1,000,000, $1,000,000 and $4,405,500, respectively.
(b) Reflects the Company's estimate of costs associated with the Merger
and estimated expenses associated with closing EyeSys's primary facility and
related relocation costs aggregating approximately $1.5 million, less the
interest due for convertible notes payable to certain shareholders of EyeSys
aggregating approximately $493,000 which will be exchanged for the Company's
common stock immediately prior to the consummation of the Merger.
(c) The accompanying Unaudited Condensed Consolidated Pro Forma Balance
Sheet does not reflect any adjustments to the carrying values of EyeSys' net
assets to equal their estimated fair values as such amounts are not
anticipated to be significant. These values are subject to revision.
However, management believes that any resulting adjustments will not have a
material effect on the financial positions or results of operations.
(d) Convertible notes payable to certain shareholders of EyeSys
aggregating approximately 3,800,000 will be exchanged for the Company's
Common Stock immediately prior to the consummation of the Merger. The pro
forma condensed consolidated balance sheet reflects such conversion.
(e) Reflects the elimination of the equity of EyeSys upon the
consolidation with the Company.
F-9
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1997
1. BASIS OF PRESENTATION
Premier's fiscal year ends on March 31. EyeSys's fiscal year ends on
December 31. For purposes of the Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the year ended March 31, 1997, results of
operations for EyeSys are for the year ended December 31, 1996.
The results of operations for EyeSys included in the Unaudited Pro Forma
Condensed Consolidated Statements of Operations contain certain
reclassification entries in order to present cost of sales and operating
expense information on a basis consistent with the presentation used by
Premier.
2. PRO FORMA ADJUSTMENTS
(a) Reflects the effect on depreciation and amortization expense resulting
from the following:
<TABLE>
<S> <C>
Amortization of goodwill (utilizing a 20 year life) related to the
Merger and purchase price accounting adjustments.................. $220,275
Amortization expense resulting from the allocation of purchase
price to the fair value of developed product technology (utilizing
an amortization period of 5 years)................................ $120,000
Amortization expense resulting from the allocation of purchase
price to the fair value of patents (utilizing an amortization
period of 13 years)............................................... $ 76,923
Amortization expense resulting from the allocation of purchase
price to the fair value of trade names and trademarks (utilizing
an amortization period of 13 years)............................... $ 76,923
</TABLE>
(b) Convertible notes payable to certain shareholders of EyeSys aggregating
approximately $3,800,000 will be exchanged for Premier Common Stock in
connection with the Merger. The pro forma condensed consolidated statement of
operations reflects the reduction of interest expense aggregating $273,474
resulting from such conversion.
(c) The pro forma adjustments exclude the effect of $9.2 million of
purchased in-process research and development as it is a material nonrecurring
charge which resulted directly from the transaction. The Company will record a
write off of the purchased in process research and development in its fiscal
year 1998 results of operations.
3. NET LOSS PER COMMON SHARE AND PREFERRED STOCK DIVIDEND
The pro forma weighted average common share amounts reflected in the
Unaudited Pro Forma Condensed Consolidated Statement of Operations represent
the aggregate of the historical weighted average common shares of Premier and
the 1,236,668 shares at an approximate value of $9.72 per share exchanged with
the shareholders of EyeSys in connection with the Merger. The consolidated net
loss per common share has been adjusted to exclude the accretion of dividends on
EyeSys preferred stock which will be exchanged for Premier Common Stock in the
Merger.
F-10
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED JUNE 30, 1997
1. Basis of Presentation
The Company's fiscal year ends on March 31. EyeSys's fiscal year ends on
December 31. For purposes of the Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the quarter ended June 30, 1997, results of
operations for EyeSys are for the three months ended June 30, 1996.
The results of the operations for EyeSys included in the Unaudited Pro Forma
Condensed Consolidated Statements of Operations contain certain reclassification
entries in order to present cost of sales and operating expense information on a
basis consistent with the presentation used by the Company.
2. Pro Forma Adjustments
(a) Reflects the effect on depreciation and amortization expense resulting
from the following:
<TABLE>
<S> <C>
Amortization of goodwill (utilizing a 20 year life) related to
the Merger and purchase price accounting adjustments........... $55,069
Amortization expense resulting from the allocation of purchase
price to the fair value of developed product technology
(utilizing an amortization period of 5 years).................. $30,000
Amortization expense resulting from the allocation of purchase
price to the fair value of patents (utilizing an amortization
period of 13 years)............................................ $19,230
Amortization expense resulting from the allocation of purchase
price to the fair value of trade names and trademarks.......... $19,230
(utilizing an amortization period of 13 years)
</TABLE>
(b) Convertible notes payable to certain shareholders of EyeSys aggregating
$3,800,000 will be exchanged for the Company's Common Stock in connection with
the Merger. The pro forma condensed consolidated statement of operations
reflects the reduction of interest expense aggregating $78,316 resulting from
such conversion.
(c) The proforma adjustments exclude the effect of $9.2 million of purchased
in-process research and development as it is a material nonrecurring charge
which resulted directly from the transaction. The Company will record a write
off of the purchased in process research and development in its fiscal year 1998
results of operations.
3. Net Loss per Common Share
The pro forma weighted average common share amounts reflected in the
unaudited pro forma condensed consolidated statement of operations represent the
aggregate of the historical weighted average common shares of the Company and
the 1,236,668 shares at an assumed value of approximately $9.72 per share
exchanged with the shareholders of EyeSys in connection with the Merger. The
consolidated net loss per common share has been adjusted to exclude the
accretion of dividends on EyeSys preferred stock which was exchanged for the
Company's Common Stock in the Merger.
F-11
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Page
------- ----------- --------------
<C> <S> <C>
2.1 Agreement and Plan of Merger dated as of April 24, 1997 among
Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier
Acquisition of Delaware, Inc. (incorporated herein by this
reference to Exhibit 2.1 to the Registrant's Registration
Statement on form S-4, Registration No. 333-29573).
2.2 First Amendment to Agreement and Plan of Merger dated as of August
6, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc.
and Premier Acquisition of Delaware, Inc. (incorporated herein by
this reference to Exhibit 2.2 to the Registrant's Current Report
on Form 8-K filed October 15, 1997).
2.3 Second Amendment to Agreement and Plan of Merger dated as of
September 16, 1997 among Premier Laser Systems, Inc., EyeSys
Technologies, Inc. and Premier Acquisition of Delaware, Inc.
(incorporated herein by this reference to Exhibit 2.3 to the
Registrant's Current Report on Form 8-K filed October 15, 1997).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K/A of our report,
which includes an explanatory paragraph concerning the Company's ability to
continue as a going concern, dated March 21, 1997, except for Notes 5 and 15 as
to which the date is June 3, 1997, of our audits of the financial statements of
Eyesys Technologies, Inc. as of December 31, 1996 and 1995, and for the three
years in the period ended December 31, 1996, appearing in the registration
statement on Form S-4 (File No. 333-29573) of Premier Laser Systems, Inc. filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933. We also consent to the incorporation by reference of our report in the
registration statements on Form S-8 (File No. 333-01680), Form S-8 (File No.
333-27151), Form S-8 (File No. 333-29497) and Form S-3 (File No. 333-04219).
COOPERS & LYBRAND, L.L.P.
Houston, Texas
November 14, 1997
