Filed pursuant to Rule 424(B)(3)
File No. 333-2198
PROSPECTUS SUPPLEMENT NO. 4 Dated August 19, 1996
(To Prospectus dated July 12, 1996)
(as supplemented by Prospectus Supplements
dated July 29, 1996, August 5, 1996, and August 12, 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. 3 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 572,226) should be deleted and
replaced with the following:
Common Stock outstanding as of August 19, 1996 7,695,503 shares
Shares Offered by Selling Shareholders:
Common Stock issued to date upon conversion 464,173 shares
of, or as dividends on, Preferred Stock
Common Stock issuable upon conversion
or exchange of 53 outstanding shares of Minimum: 186,883 shares
Preferred Stock Maximum: 572,226 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 19, 1996
($7.1875 per share), the number
of Dividend Shares could vary as
follows:
Assumed Dividend
Conversion Date Shares
--------------- ------
9/10/96 24,580
1/10/97 36,870
1/10/98 73,740
All of the text under the option "Risk Factors--Operating Results" should
be deleted and replaced with the following:
Operating Results. Although the Company achieved profitability in 1995 and
1994, the Company incurred losses in the three preceding years. In addition, the
Company incurred a loss of $24,940 for the three months ended June 30, 1996 and
$1,256,704 for the six months ended June 30, 1996. At June 30, 1996, the Company
had an accumulated deficit of $1,795,165. There can be no assurance that the
Company can regain or sustain profitabiity.
All of the text under the caption "Risk Factors--MEC Shares Held in Escrow"
should be deleted and replaced with the following:
<PAGE>
MEC Shares Held in Escrow. All of the shares of Common stock of MEC owned
by the Company are being held in escrow pending the Company's payment in full of
a promissory note in the original principal amount of $1,799,100 and a current
principal amount of $1,000,000 (the "MEC Note") issued by the Company as part of
the consideration for its acquisition of MEC in October 1995. The MEC Note was
originally due on demand on or after April 1, 1996, and has been extended three
times, most recently to be due on demand on or after November 15, 1996. If the
Company were to default under the MEC Note, the former shareholders of MEC would
be entitled to regain ownership of all such shares.
All of the text under the caption "Risk Factors--Receivables" should be
deleted and replaced with the following:
Receivables. At June 30, 1996, the Company's net trade accounts and notes
receivable aggregated approximately $13.2 million net of an allowance of
approximately $1.1 million. Accrued commissions, the payment of which generally
depends on the collection of such receivables, aggregated approximately $2.1
million at such date. The Company continues to assess the status of its
receivables and maintains a reserve for estimated losses, but there can be no
assurance that such reserve will be sufficient to cover actual write-offs over
time. Actual write-offs that materially exceed any amounts reserved could have a
material adverse effect on the Company's financial condition and results of
operations. A failure to collect timely a material portion of current
receivables could have a material adverse effect on the Company's liquidity. In
addition, the Company has not determined whether or to what extent courts or
administrative agencies located in foreign countries would enforce its right to
payment or to recover laser systems from customers in the event of a failure to
pay.
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 19, 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."
<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) 21 448,027 448,027 -- --
Reg-S Investment Fund Ltd. -- 47,830 47,830 -- --
Wood Gundy London Ltd.(4) 20 227,706 227,706 -- --
OTA Limited Partnership (1) 3 26,034 26,034 -- --
Interportfolio (5) 5 84,531 84,531 -- --
Selfridge Limited Partnership -- 16,637 16,637 -- --
Hull Overseas Ltd. (3) 4 73,337 73,337 -- --
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 19, 1996, and without
giving effect to the exercise of the IPO Warrants and the 1996 Warrants.
<PAGE>
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 19, 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 34,712 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 19,1996. The actual number
of shares of Common Stock to be received by Hull may be more or less than
34,712 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 173,558 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 19,
1996. The actual number of shares of Common Stock to be received by Wood
Gundy may be more or less than 173,558 and will be reflected in another
Prospectus Supplement following the conversion by Wood Gundy of its
remaining shares of Preferred Stock.
5 As of the date of this Prospectus Supplement, Interportfolio
("Interportfolio") owns 41,142 shares of Common Stock. The 43,389 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 Interportfolio if it had converted all of its Preferred
Stock as of August 19, 1996. The actual number of shares of Common Stock to
be received by Interportfolio may be more or less than 43,389 and will be
reflected in another Prospectus Supplement following the conversion by
Interportfolio of its remaining shares of Preferred Stock.
6 As of the date of this Prospectus Supplement, Banque Scandinave en Suisse
("Banque Scandinave") owns 265,791 shares of Common Stock. The 182,236 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 19, 1996. The actual number of shares of Common Stock to
be received by Banque Scandinave may be more or less than 182,236 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 in full by such Selling Shareholder of a warrant to
purchase Common Stock. See "Description of Capital Stock--Warrants."
</FN>
</TABLE>
