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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) January 5, 2000
PREMIER LASER SYSTEMS, INC.
(Exact name of registrant a specified in its Charter)
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California 0-25242 33-0472684
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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3 Morgan, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 859-0656
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
(a) Removal of Chief Technical Officer.
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On January 5, 2000, Premier Laser Systems, Inc. (the "Company") issued
a press release announcing that the board of directors removed Colette Cozean as
chief technology officer of the Company, and appointed Frederic J. Feldman as
the new Chairman of the Company's Board of Directors. A copy of the press
release is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
(b) Change in Board of Directors.
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On January 18, 2000, the Company announced that its board of directors
appointed Michael J. Quinn, the Company's President and Chief Executive Officer,
to the Company's board of directors. In addition, the Company announced that
Colette Cozean has resigned from the board of directors, and Patrick Day and G.
Lynn Powell have retired from the board of directors. A copy of the press
release is attached hereto as Exhibit 99.2, and is incorporated herein by
reference.
(c) Completion of Financing.
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On January 21, 2000, the Company issued and sold $2,000,000 of secured
convertible debentures due 2003 (the "Debentures"). The Debentures carry a six
percent interest rate and are convertible into the Company's Class A Common
Stock ("Common Stock") at a rate that will be determined at the time of
conversion, provided that the price must be in the range of $ 1.80 to $ 1.15 per
share, subject to certain antidilution provisions and certain other conditions.
The Company has received all of the net proceeds from the sale of the
Debentures, which were or will be used for the refinancing of outstanding debt
and for working capital.
In connection with this transaction, the Company issued to the
investors and other persons warrants expiring 2005 to purchase an aggregate of
50,000 shares of Common Stock, at an exercise price of $1.80 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 of the Class B Warrants has been
reduced to $7.27 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 (increased or decreased)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 and 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).
(d) Furlough.
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On February 15, 2000, the Company placed 54 of its 80 employees on
unpaid leave in order to address short term liquidity issues. In addition, the
Company hired Crossroads LLC to assist the Company in identifying and assessing
strategic and financial alternatives.
(e) Termination of Merger Agreement.
On February 17, 2000, Ophlthalmic Imaging Systems terminated the
previously announced merger agreement between it and the Company. The Company
presently owns approximately 51% of the voting stock of Ophthalmic Imaging
Systems. The two companies will continue to discuss other potential mutually
beneficial relationships between them.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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10.1 Amendment to Rights Agreement dated January 21, 2000
(filed herewith).
99.1 Press Release of Premier Laser Systems, Inc., dated
January 5, 2000.
99.2 Press Release of Premier Laser Systems, Inc., dated
January 18, 2000.
SIGNATURE
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 duly authorized.
Date: February 25, 2000 PREMIER LASER SYSTEMS, INC.
By: /s/ Robert V. Mahoney
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Robert V. Mahoney, Chief Financial Officer
EXHIBIT 10.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of January 21, 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 is entering into a Secured Convertible Debenture
Purchase Agreement dated January 21, 2000 with STRONG RIVER INVESTMENTS, INC.,
and HERKIMER, LLC (collectively, the "Purchasers") pursuant to which the
Purchasers will acquire 6% Secured Convertible Debentures due 2003
("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. 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.
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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/ Michael Quinn
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Michael Quinn, Chief Executive Officer
ATTEST:
By: /s/ Robert Mahoney
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Robert Mahoney,
Executive Vice President-Finance
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /S/ Paula Caroppoli
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Title: Vice President
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ATTEST:
By: /S/ Susan Silber
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Title: Assistant Secretary
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EXHIBIT 99.1
Fredric J. Feldman Elected Chairman of Board At Premier Laser Systems
IRVINE, Calif.--(BUSINESS WIRE)--Jan. 5, 2000--Premier Laser Systems Inc.
(Nasdaq 1/4NM:PLSIA) Wednesday announced that its board of directors elected
Fredric J. Feldman, Ph.D., 59, as its chairman, replacing Colette Cozean, Ph.D.,
40, who had served as chairman since 1992.
In electing Feldman, the board also removed Cozean as chief technology officer,
a position she had held since the appointment of Michael J. Quinn as the
company's president & chief executive officer in November 1999. Cozean remains a
director; neither Feldman nor Cozean is an employee of the company.
Feldman was elected to the company's board in December 1998. He has been a
consultant to numerous health care companies, investment banks and venture
capital groups since 1992. He is currently CEO of Biex Inc., a company
specializing in women's health; and prior to that he served as chairman and CEO
of Oncogenetics Inc., a cancer diagnostics company; and as president and CEO of
Microgenics Corp., a biotechnology company. He has held senior management
positions in the United States and Europe in the medical device and diagnostics
industry, including 14 years at Beckman Instruments. Feldman received a Ph.D. in
analytical chemistry and an MS in inorganic chemistry from the University of
Maryland, and a BS in chemistry from the City University of New York. He serves
as a director for Ostex International Inc., SangStat Medical Corp., Orthologic
Corp., and several private companies.
Quinn commented, "Premier has an excellent portfolio of patents and intellectual
property, and numerous FDA clearances to market for a range of products. Its
diagnostic products for ophthalmology are state-of-the-art. There are numerous
challenges to face, but we are addressing diagnostic and therapeutic markets
with large potential demand for well-designed and well-priced products. I look
forward to working with Fred Feldman to sharpen our product focus and to improve
the results of operations."
Premier Laser Systems develops, manufactures and markets diagnostic and
therapeutic products for the eyecare, dentistry and surgical markets including
lasers, fiber optic delivery systems and associated products for a variety of
applications.
The statements in this release that relate to future events or performance,
statements about potential results of operations, demand, growth, and market
size are forward-looking statements that involve risks and uncertainties,
including risks associated with uncertainties related to the development of
markets for and commercial acceptance of the company's products and services,
the availability of components, the availability of working capital,
competitors' product introductions and other risks identified in the company's
SEC filings. Actual results may differ from those described in these
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
CONTACT: Allen & Caron Inc Matt Clawson (investors) [email protected] Owen
Daley (media) [email protected] 949/474-4300
EXHIBIT 99.2
Michael J. Quinn Appointed to Premier Laser Systems Board; Dr. Colette Cozean,
Patrick Day, G. Lynn Powell Vacate Board Posts
IRVINE, Calif.--(BUSINESS WIRE)--Jan. 18, 2000--Premier Laser Systems Inc.
(Nasdaq/NM:PLSIA) Tuesday announced that the board of directors has appointed
Premier President and CEO Michael J. Quinn, 55, to the board, effective
immediately.
The company also announced that Colette Cozean, Ph.D., 41, has resigned from the
board, and Patrick Day, 72, and G. Lynn Powell, DDS, 58, have announced their
retirement from the board. The appointment of Quinn fills one of the three
vacancies created by the resignations of Cozean, Day and Powell, bringing the
total number of directors to five, with two vacancies to be filled.
According to the announcement, the board will immediately commence a search to
fill the remaining seats on the board. Quinn joined the company as president and
CEO in mid-November of last year. Both Cozean and Day had served on the board
since 1991, Powell joined the board in 1997.
Premier Laser Systems develops, manufactures and markets diagnostic and
therapeutic products for the eyecare, dentistry and surgical markets including
lasers, fiber optic delivery systems and associated products for a variety of
applications.
The statements in this release that relate to future events or performance,
statements about potential results of operations, demand, growth and market size
are forward-looking statements that involve risks and uncertainties, including
risks associated with uncertainties related to the development of markets for
and commercial acceptance of the company's products and services, the
availability of components, the availability of working capital, competitors'
product introductions and other risks identified in the company's SEC filings.
Actual results may differ from those described in these forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
CONTACT: Allen & Caron Inc. Owen Daley (media),
949/474-4300 [email protected] or Premier Laser Systems Inc. Rob Mahoney
(investors), 949/859-0656
