PREMIER LASER SYSTEMS INC
8-K, 1999-06-01
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934



          Date of Report (Date of earliest event reported) May 17, 1999
                                                           ------------


                           PREMIER LASER SYSTEMS, INC.
              -----------------------------------------------------
              (Exact name of registrant a specified in its Charter)


         CALIFORNIA                     0-25242                  33-0472684
- ----------------------------    ------------------------    -------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                      Identification No.)


                       3 MORGAN, IRVINE, CALIFORNIA       92618
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code (949) 859-0656
                                                          --------------


                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)





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ITEM 5.  OTHER EVENTS

         On May 17, 1999, Premier Laser Systems, Inc. (the "Company") entered
into a Secured Convertible Debenture Purchase Agreement with certain investors
pursuant to which it has issued $4,000,000 of secured convertible debentures
(the "Debentures"). The Debentures carry a six percent interest rate and are
convertible into shares of the Company's Class A Common Stock ("Common Stock")
at a rate that will be determined at the time of conversion, provided however,
that the price must be in the range of $1.50 to $3.135 per share, subject to
certain antidilution provisions and other conditions. The Company has received
$2,000,000 of the purchase price of the Debentures, less expenses, and the
remaining $2,000,000 will be received upon the declaration of effectiveness by
the Securities and Exchange Commission (the "SEC") of a Registration Statement
on Form S-1 filed by the Company to register the resale of the underlying shares
of common stock.

         In connection with this transaction, the Company issued to the
investors and other persons warrants expiring 2004 to purchase an aggregate of
100,000 shares of Common Stock, at an exercise price of $3.135 per share

         Because the Debentures are convertible into Common Stock at a
conversion price that is less than the prevailing market price of the Common
Stock, the Company is required, under the Warrant Agreement governing its
outstanding Class B Warrants (traded on the Nasdaq National Market, trading
symbol "PLSIZ"), to adjust the exercise price of the Class B Warrants. As a
result of this adjustment, the exercise price for the Class B Warrants has been
reduced to $7.8904 per warrant. Since the conversion price of the Debentures may
change over time, the exercise price of the Class B Warrants may be further
adjusted (decreased or increased) in the future, in accordance with the terms of
the Warrant Agreement. If the Debentures are repaid by the Company without
having been converted into Common Stock, the adjustment to the Class B Warrant
exercise price described above will be revoked.

         Pursuant to an agreement with American Stock Transfer & Trust Company,
as Rights Agent, the sale of the Debentures, the Warrants and the Common Stock
upon the conversion of the Debentures will not result in the exerciseability of
the Company's outstanding Rights, issued under the Rights Agreement between the
Company and the Rights Agent (which agreement is filed as an exhibit to the
Company's Current Report on Form 8-K filed with the SEC on April 2, 1998).

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      EXHIBITS.
                  ---------
                  10.1   Amendment to Rights Agreement dated May 14, 1999 (filed
                         herewith).


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                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  May 28, 1999                PREMIER LASER SYSTEMS, INC.



                                   By: /S/ Robert V. Mahoney
                                      ------------------------------------------
                                      Robert V. Mahoney, Chief Financial Officer



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                                  EXHIBIT 10.1

                          AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT, dated as of May 14, 1999 (the "AMENDMENT"), to the Rights
Agreement dated as of March 31, 1998 (the "RIGHTS AGREEMENT"), between PREMIER
LASER SYSTEMS, INC., a California corporation (the "COMPANY"), and AMERICAN
STOCK TRANSFER AND TRUST COMPANY (the "RIGHTS AGENT").

         WHEREAS, the Company proposes to enter into a Secured Convertible
Debenture Purchase Agreement with STRONG RIVER INVESTMENTS, INC., and HERKIMER,
LLC (collectively, the "PURCHASERS") pursuant to which the Purchasers will
acquire 6% Secured Convertible Debentures due 2002 ("Debentures") and Warrants
which securities may, under certain circumstances, be convertible into or
exercisable for in excess of 15% of the Company's Common Shares (as defined in
the Rights Agreement)

         WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement which specified the terms of the Rights (as defined therein);

         WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement to permit the
purchase of securities pursuant to the Purchase Agreement and upon the
conversion of the Debentures and exercise of the Warrants, without causing a
Distribution Date under the terms of the Rights Agreement; and

         WHEREAS, the Board of Directors of the Company has approved this
Amendment in accordance with its Bylaws.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto agree as follows:

         1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall be amended
as follows:

            (a) Section 1(a) of the Rights Agreement is hereby deleted in its
         entirety and replaced by the following:

                "(a) "ACQUIRING PERSON" shall mean any Person (as such term is
            hereinafter defined) who or which, together with all Affiliates and
            Associates (as such terms are hereinafter defined) of such Person
            shall be the Beneficial Owner (as such term is hereinafter defined)
            of 15% or more of the Common Shares of the Company then outstanding,
            but shall not include the Company, any Subsidiary (as such term is
            hereinafter defined) of the Company, any employee benefit plan of
            the Company or any Subsidiary of the Company, or any entity holding
            Common Shares for or pursuant to the terms of such plan.


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            Notwithstanding the foregoing, neither the Purchasers (or either of
            them) nor any Affiliate or Associate thereof (together, the
            "PURCHASER GROUP") shall be deemed as "Acquiring Person" by virtue
            of the purchase of the Debentures or the Warrants, or by virtue of
            the conversion of the Debentures into Common Shares or exercise of
            the Warrants in accordance with their terms.

         2. REFERENCE TO AND EFFECT ON RIGHTS AGREEMENT. On and after the date
of this Amendment, each reference in the Rights Agreement to the term
"Agreement," or to "hereof," "hereunder," or "herein" shall be deemed to refer
to the Rights Agreement as amended hereby.

         3. EFFECTIVE DATE. This Amendment and the amendments to the Rights
Agreement effected hereby shall be effective as of the date hereof and, except
as set forth herein, the Rights Agreement shall remain in full force and effect
and shall otherwise be unaffected hereby.

         4. COUNTERPARTS. The Amendment may be executed in one or more
counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.

                  [remainder of page intentionally left blank]



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, effective as of the day and year first above
written.


                                           PREMIER LASER SYSTEMS, INC.,



                                           By:  /S/ COLETTE COZEAN
                                                --------------------------------
                                                Colette Cozean,
                                                Chief Executive Officer
ATTEST:


By:  /S/ ROBERT MAHONEY
     ---------------------------------
     Robert Mahoney,
     Executive Vice President-Finance


                                           AMERICAN STOCK TRANSFER AND
                                           TRUST COMPANY


                                           By:  /S/  HERBERT LEMMER
                                                --------------------------------

                                                Title:  VICE PRESIDENT
                                                       -------------------------
 ATTEST:



By: /S/ SUSAN SILBER
    ----------------------------------

    Title: ASSISTANT SECRETARY
          ----------------------------


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