As filed with the Securities and Exchange Commission on November 26, 1996
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1993
--------------------
LASERSIGHT INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0273162
(State of Incorporation) (I.R.S. Employer
Identification No.)
12161 Lackland Road
St. Louis, Missouri 63146
(Address of Principal Executive Officers)
LaserSight Incorporated
Non-Employee Directors Stock Option Plan
(Full Title of the Plan)
----------------------
Gregory L. Wilson With Copies To:
Chief Financial Officer Jacques K. Meguire, Esq.
LaserSight Incorporated Sonnenschein Nath & Rosenthal
12161 Lackland Road 8000 Sears Tower
St. Louis, Missouri 63146 Chicago, Illinois 60606
(314) 469-3220 (312) 876-8000
(Name, Address, and Telephone Number
of Agent for Service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to to be offering price aggregate registration
be registered registered per share offering price fee
- --------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share 200,000 shares $ 5.78125 (1)(2) $ 1,156,250 (1) $ 350.38 (1)
========================================================================================================
<FN>
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices of the Registrant's common stock on November 25,
1996 as reported by the NASDAQ National Market.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
----------------
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3: Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Commission by LaserSight
Incorporated (the "Company") (File No. 0-19671) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
3. The Company's Current Reports on Form 8-K filed with the Commission
on April 16, 1996, May 6, 1996, July 8, 1996, July 9, 1996, July 18,
1996, September 6, 1996, and September 16, 1996; and
4. The description of the Common Stock contained in the Company's Form
8-A/A (Amend. No. 2) filed with the Commission on April 26, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities registered hereunder have been sold or which deregisters all of
the securities offered then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents.
Item 4: Description of Securities
-------------------------
Not applicable.
Item 5: Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6: Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors and officers as well as other employees
and individuals in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. In addition, pursuant to the
authority of Delaware law, the Certificate of Incorporation, as amended, of the
Company also eliminates this monetary liability of directors to the fullest
extent permitted by Delaware law.
The Company maintains directors' and officers' liability insurance
policies covering certain liabilities of persons serving as officers and
directors and providing reimbursement to the Registrant for its indemnification
of such persons.
<PAGE>
Item 7: Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8: Exhibits
--------
Exhibit No. Description
- --------------------------------------------------------------------------------
4.1 Certificate of Incorporation of LaserSight Incorporated, and
all amendments thereto (filed as Exhibit 1 to the Form 8-A/A
filed on January 17, 1996 and is incorporated herein by
reference).
5.1 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Lovelace, Roby & Company, P.A.
24.1 Powers of Attorney.
================================================================================
Item 9: Undertakings
------------
Rule 415 Offering.
- ------------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
this offering.
Incorporation of Subsequent Exchange Act Documents by Reference.
- ----------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Form S-8 Registration Statement.
- --------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding ) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, LaserSight Incorporated certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on November 26, 1996.
LASERSIGHT INCORPORATED
By: /s/ Gregory L. Wilson
-------------------------------
Gregory L. Wilson
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
/s/ Michael R. Farris* November 26, 1996
- ---------------------------------------------
Michael R. Farris, President, Chief Executive
Officer and Director
/s/Francis E. O'Donnell, Jr.* November 26, 1996
- ---------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of
the Board and Director
/s/ Emanuela Dobrin-Charlton* November 26, 1996
- ---------------------------------------------
Emanuela Dobrin-Charlton, Ph.D., Director
/s/ Richard C. Lutzy* November 26, 1996
- ---------------------------------------------
Richard C. Lutzy, Director
/s/ Thomas Quinn* November 26, 1996
- ---------------------------------------------
Thomas Quinn, Director
/s/ J. Richard Crowley* November 26, 1996
- ---------------------------------------------
J. Richard Crowley, Director
/s/ David T. Pieroni* November 26, 1996
- ---------------------------------------------
David T. Pieroni, Director
/s/ Gregory L. Wilson* November 26, 1996
- ---------------------------------------------
Gregory L. Wilson, Chief Financial Officer
(Principal accounting officer)
- ----------
* / By: /s/ Gregory L. Wilson
- -- ---------------------------------------
(Gregory L. Wilson, as Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- --------------------------------------------------------------------------------
4.1 Certificate of Incorporation of LaserSight Incorporated, and
all amendments thereto (filed as Exhibit 1 to the Form 8-A/A
filed on January 17, 1996 and is incorporated herein by
reference).
5.1 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Lovelace, Roby & Company, P.A.
24.1 Powers of Attorney.
EXHIBIT 5.1
November 25, 1996
Lasersight Incorporated
12161 Lackland Road
St. Louis, Missouri 63146
Re: LaserSight Incorporated Non-Employee Directors Stock Option Plan
----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lasersight Incorporated (the "Company") in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") being filed on or about the date of this letter with the Securities
and Exchange Commission to register 200,000 shares of common stock, par value
$.001 (the "Shares"), of the Company which may from time to time be offered by
the Company in connection with the Company's 1996 Non-Employee Directors Stock
Option Plan (the "Plan"). This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933.
In rendering this opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of the
corporate records of the Company, including its Amended and Restated Certificate
of Incorporation, its Amended and Restated By-Laws, and minutes of meetings of
its directors and stockholders, and such other documents (including the Plan)
which we have deemed relevant or necessary as the basis for the opinion as
hereinafter set forth. We have also reviewed originals or copies, certified or
otherwise identified to our satisfaction of such corporate and other records,
documents, certificates and other papers, including certificates of public
officials as we deemed necessary to render this opinion.
Based upon and subject to the foregoing, it is our opinion that the Shares
that will be originally issued under the Plan have been duly authorized and,
when issued pursuant to, and in accordance with, the Plan will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement and
to the inclusion of this opinion as an exhibit thereto. We do not, giving such
consent, admit that we are within the category of person whose consent is
required under Section 7 of the Act.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Jacques K. Meguire
----------------------------
Jacques K. Meguire
EXHIBIT 23.2
Independent Auditors' Consent
-----------------------------
The Board of Directors
LaserSight Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 of LaserSight Incorporated, to be filed with the Securities and Exchange
Commission on or about November 25, 1996, of our report dated February 16, 1996,
relating to the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 1995 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
1995, which report appears in the December 31, 1995 annual report on Form 10-K
of LaserSight Incorporated.
/s/KPMG PEAT MARWICK LLP
St. Louis, Missouri
November 25, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus of LaserSight Incorporated pertaining to the
LaserSight Incorporated Non-Employee Directors Stock Option Plan, of our report
dated March 6, 1995 with respect to the consolidated balance sheet of LaserSight
Incorporated and Subsidiaries as of December 31, 1994 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the two year period then ended included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Lovelace, Roby & Company, P.A.
----------------------------------
LOVELACE, ROBY & COMPANY, P.A.
Certified Public Accountants
Orlando, Florida
November 25, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ Michael R. Farris
---------------------------------
Name: Michael R. Farris
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/Gregory L. Wilson
---------------------------------
Name: Gregory L. Wilson
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ Francis E. O'Donnell, Jr., M.D.
----------------------------------------
Name: Francis E. O'Donnell, Jr., M.D.
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ J. Richard Crowley
----------------------------------
Name: J. Richard Crowley
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ Emanuela Dobrin-Charlton, Ph.D.
----------------------------------------
Name: Emanuela Dobrin-Charlton, Ph.D.
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ Richard C. Lutzy
----------------------------------
Name: Richard C. Lutzy
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/ Thomas Quinn
----------------------------------
Name: Thomas Quinn
<PAGE>
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of November, 1996.
/s/David T. Pieroni
----------------------------------
Name: David T. Pieroni
