Filed pursuant to Rule 424(B)(3)
File No. 333-2198
PROSPECTUS SUPPLEMENT NO. 7 Dated September 27, 1996
(To Prospectus dated July 12, 1996)
(as supplemented by Prospectus Supplements
dated July 29, 1996, August 5, 1996, August 12, 1996, August 19, 1996,
August 27, 1996, and September 4, 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. 6 to the Prospectus.
All of the text under the caption "The Offering" remains unchanged except
those items presented below (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 274,588):
Common Stock outstanding as of September 26, 1996 8,055,686 shares
Shares Offered by Selling Shareholders:
Common Stock issued to date upon conversion 778,856 shares
of, or as dividends on, Preferred Stock
Common Stock issuable upon conversion
or exchange of 18 outstanding shares of Minimum: 63,470 shares
Preferred Stock Maximum: 274,588 shares
Common Stock issuable as dividends on To be determined.2 For example, assum-
outstanding Preferred Stock ing a single conversion date for all
of the Preferred Stock and a Common
Stock price history as of such conver-
sion date identical to that at Septem-
ber 26, 1996 ($6.8125 per share), the
number of Dividend Shares could vary
as follows:
Assumed Dividend
Conversion Date Shares
--------------- ------
10/10/96 9,890
1/10/97 13,211
1/10/98 26,422
Common Stock issued upon exercise of IPO Warrants. 45,500 shares
Common Stock issuable upon exercise of IPO Warrants. 134,500 shares
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 September 26, 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 (1)(4) 4 456,023 456,023 -- --
Reg-S Investment Fund Ltd. -- 47,830 47,830 -- --
Wood Gundy London Ltd.(3) 10 235,682 235,682 -- --
OTA Limited Partnership -- 26,419 26,419 -- --
Interportfolio -- 87,531 87,531 -- --
Selfridge Limited Partnership -- 16,637 16,637 -- --
Hull Overseas Ltd. (2) 4 75,737 75,737 -- --
Spencer Trask Securities
Incorporated (5) N/A 9,630 9,630 -- --
Jules Marx (5) N/A 7,879 7,879 -- --
Mark B. Gordon, O.D N/A 271,732 160,109 111,623 1.4%
Howard H. Levin, O.D N/A 271,732 160,109 111,623 1.4%
<FN>
* Based on the number of shares outstanding as of September 26,1996, and without
giving effect to the exercise of the IPO Warrants and the 1996 Warrants.
<PAGE>
1 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.
2 As of the date of this Prospectus Supplement, Hull Overseas Ltd. ("Hull")
owns 38,625 shares of Common Stock. The 37,112 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 September 26, 1996. The actual
number of shares of Common Stock to be received by Hull may be more or less
than 37,112 and will be reflected in another Prospectus Supplement following
the conversion by Hull of its remaining shares of Preferred Stock.
3 As of the date of this Prospectus Supplement, Wood Gundy London Ltd. ("Wood
Gundy") owns 142,903 shares of Common Stock. The 92,779 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 September
26, 1996. The actual number of shares of Common Stock to be received by Wood
Gundy may be more or less than 92,779 and will be reflected in another
Prospectus Supplement following the conversion by Wood Gundy of its
remaining shares of Preferred Stock.
4 As of the date of this Prospectus Supplement, Banque Scandinave en Suisse
("Banque Scandinave") owns 418,911 shares of Common Stock. The 37,112 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 September 26, 1996. The actual number of shares of Common Stock
to be received by Banque Scandinave may be more or less than 37,112 and
will be reflected in another Prospectus Supplement following the conversion
by Banque Scandinave of its remaining shares of Preferred Stock.
5 Assumes the exercise in full by such Selling Shareholder of a warrant to
purchase Common Stock. See "Description of Capital Stock--Warrants."
</FN>
</TABLE>
