Filed pursuant to Rule 424(B)(3)
File No. 333-2198
PROSPECTUS SUPPLEMENT NO. 3 Dated August 12, 1996
(To Prospectus dated July 12, 1996)
(as supplemented by Prospectus Supplements
dated July 29, 1996 and August 5, 1996)
Up to 1,921,313 Shares
LASERSIGHT INCORPORATED
Common Stock ($.001 par value)
This Prospectus Supplement updates the Prospectus dated July 12, 1996
("Prospectus") of LaserSight Incorporated, a Delaware corporation (the
"Company") and replaces Prospectus Supplement No. 2 to the Prospectus.
All of the text under the caption "The Offering--Shares offered By Selling
Shareholders" (other than the footnotes thereto which remain unchanged except
that the maximum number of Common shares issuable upon the conversion or
exchange of outstanding Preferred Stock is now 635,384) should be deleted and
replaced with the following:
Common Stock outstanding as of August 9, 1996 7,629,228 shares
Shares Offered by Selling Shareholders:
Common Stock issued to date upon conversion 397,898 shares
of, or as dividends on, Preferred Stock
Common Stock issuable upon conversion
or exchange of 61 outstanding shares of Minimum: 215,092 shares
Preferred Stock Maximum: 635,384 shares
Common Stock issuable as dividends on To be determined.2 For example,
outstanding Preferred Stock assuming a single conversion date
for all of the Preferred Stock
and a Common Stock price history
as of such conversion date iden-
tical to that at August 9, 1996
($7.625 per share), the number of
Dividend Shares could vary as
follows:
Assumed Dividend
Conversion Date Shares
--------------- ------
9/10/96 26,667
1/10/97 40,000
1/10/98 80,000
All of the text under the caption "Selling Shareholders" should be deleted and
replaced with the following:
SELLING SHAREHOLDERS
--------------------
The following table sets forth certain information with regard to the
beneficial ownership by the Selling Shareholders of Preferred Stock and Common
Stock (where indicated by footnote, on a pro forma basis as of August 9, 1996 as
if the shares of Preferred Stock then-outstanding had been converted into Common
Stock as of such date), and the number of shares of Common Stock to be offered
by the Selling Shareholders (also on a pro forma basis where indicated). The
actual number of shares of Common Stock beneficially owned or offered may vary
and will be reflected in additional Prospectus Supplements. See "The Offering."
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Common Stock Beneficially
Preferred Stock Shares Of Owned After the Offering
Stock Beneficially Common -------------------------
Presently Owned Prior Stock Number Percent of
Selling Shareholder Owned to Offering to be Sold of Shares Outstanding*
- ------------------- --------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Banque Scandinave en Suisse (2)(6) 28 439,910 439,910 -- --
Reg-S Investment Fund Ltd.(5) 1 47,429 47,429 -- --
Wood Gundy London Ltd.(4) 20 219,660 219,660 -- --
OTA Limited Partnership (1) 3 24,827 24,827 -- --
Interportfolio (1) 5 82,520 82,520 -- --
Selfridge Limited Partnership -- 16,637 16,637 -- --
Hull Overseas Ltd. (3) 4 71,727 71,727 -- --
Spencer Trask Securities
Incorporated (7) N/A 9,630 9,630 -- --
Jules Marx (7) N/A 7,879 7,879 -- --
Mark B. Gordon, O.D N/A 271,732 160,109 111,623 1.5%
Howard H. Levin, O.D N/A 271,732 160,109 111,623 1.5%
<FN>
* Based on the number of shares outstanding as of August 9, 1996, and without
giving effect to the exercise of the IPO Warrants and the 1996 Warrants.
1 As of the date of this Prospectus Supplement, such Selling Shareholder did
not own any of such shares of Common Stock. The number of shares of Common
Stock indicated in the table is the hypothetical number that would have been
held by such Selling Shareholder if it had converted all of its shares of
Preferred Stock as of August 9, 1996. The actual number of shares of Common
Stock to be received by such Selling Shareholder may be more or less than
the number indicated and will be reflected in another Prospectus Supplement
following the conversion of such Series A Preferred Stock.
2 Based on information available to the Company and the representations of the
Selling Shareholder, such holdings of record are held for the account of
certain clients of Banque Scandinave en Suisse.
3 As of the date of this Prospectus Supplement, Hull Overseas Ltd. ("Hull")
owns 38,625 shares of Common Stock. The 33,102 share difference between such
number and the number indicated in the table represents the hypothetical
number of shares of Common Stock that would have been held by Hull if it had
converted all of its Preferred Stock as of August 9, 1996. The actual number
of shares of Common Stock to be received by Hull may be more or less than
33,102 and will be reflected in another Prospectus Supplement following the
conversion by Hull of its remaining shares of Preferred Stock.
4 As of the date of this Prospectus Supplement, Wood Gundy London Ltd. ("Wood
Gundy") owns 54,148 shares of Common Stock. The 165,512 share difference
between such number and the number indicated in the table represents the
hypothetical number of shares of Common Stock that would have been held by
Wood Gundy if it had converted all of its Preferred Stock as of August 9,
1996. The actual number of shares of Common Stock to be received by Wood
Gundy may be more or less than 165,512 and will be reflected in another
Prospectus Supplement following the conversion by Wood Gundy of its
remaining shares of Preferred Stock.
<PAGE>
5 As of the date of this Prospectus Supplement, Reg S. Investment Fund Ltd.
("Investment Fund") owns 39,153 shares of Common Stock. The 8,276 share
difference between such number and the number indicated in the table
represents the hypothetical number of shares of Common Stock that would have
been held by Investment Fund if it had converted all of its Preferred Stock
as of August 9, 1996. The actual number of shares of Common Stock to be
received by Investment Fund may be more or less than 8,276 and will be
reflected in another Prospectus Supplement following the conversion by
Investment Fund of its remaining shares of Preferred Stock.
6 As of the date of this Prospectus Supplement, Banque Scandinave en Suisse
("Banque Scandinave") owns 208,193 shares of Common Stock. The 231,717 share
difference between such number and the number indicated in the table
represents the hypothetical number of shares of Common Stock that would have
been held by Banque Scandinave if it had converted all of its Preferred
Stock as of August 9, 1996. The actual number of shares of Common Stock to
be received by Banque Scandinave may be more or less than 231,717 and will
be reflected in another Prospectus Supplement following the conversion by
Banque Scandinave of its remaining shares of Preferred Stock.
7 Assumes the exercise i n full by such Selling Shareholder of a warrant to
purchase Common Stock. See "Description of Capital Stock--Warrants."
</FN>
</TABLE>
