SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LASERSIGHT INCORPORATED
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
5179241063
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(CUSIP Number)
with a copy to:
Krista L. Ward George J. Mazin
Stark Investments Lowenstein, Sandler, Kohl,
1500 West Market Street Fisher & Boylan, P.A.
Mequon, WI 53092 65 Livingston Avenue
(414) 241-1810 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 22, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 5179241063
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Michael A. Roth and Brian J. Stark (filing as joint filers pursuant to Rule
13(d)1(f)(1))
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions):WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or
2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 0
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Shares Beneficially 8) Shared Voting Power: 2,162,320*
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Owned by
Each Reporting 9) Sole Dispositive Power: 0
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Person With: 10) Shared Dispositive Power: 2,162,320*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,162,320*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 21.68%**
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14) Type of Reporting Person (See Instructions): IN
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* 1,081,160 shares of the Issuer's common stock ("Shares") beneficially owned by
the reporting persons are issuable to Stark International ("Stark") upon the
conversion of preferred stock and the exercise of warrants purchased by Stark
from the Issuer. 1,081,160 Shares beneficially owned by the reporting persons
are issuable to Shepherd Investments International, Ltd. ("Shepherd") upon the
conversion of preferred stock and the exercise of warrants purchased by Shepherd
from the Issuer. At the date of this filing, neither Stark nor Shepherd have
converted any of such preferred stock or exercised any of such warrants.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, the reporting
persons are deemed to be the beneficial owners of the 2,162,320 Shares. See
Items 2 and 5 for additional details.
** The reporting persons, Stark and Shepherd have agreed not to convert any
portion of the Issuer's preferred stock or exercise any portion of the Issuer's
warrants which would result in the reporting persons and their affiliates
beneficially owning more than 9.9% of the outstanding Shares. See Item 6 for
additional details.
Item 1. Security and Issuer
This statement relates to the Common Stock of Lasersight Incorporated
("Shares"). The issuer has principal executive offices located at 12161 Lackland
Road, St. Louis, Missouri 63146.
Item 2. Identity and Background
1.
a) Name: Brian J. Stark
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C., Stark & Roth,
Inc., Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
2.
a) Name: Michael A. Roth
b) Residence or Business Address: 1500 West Market Street
Mequon, WI 53092
c) Occupation: Investment Fund Manager
Staro Asset Management, L.L.C.,
Stark & Roth, Inc., Staro Partners
1500 West Market Street
Mequon, WI 53092
d) Convictions: none
e) Civil Proceedings: none
f) Citizenship: United States
3.
a) Name: Stark International ("Stark")
b) State of Organization: Bermuda
c) Principal Business: Securities Trading
Address of principal business: Century House
31 Richmond Road
Hamilton HM-08 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
<PAGE>
4.
a) Name: Shepherd Investment International, Ltd. ("Shepherd")
b) State of Organization: British Virgin Islands
c) Principal Business: Securities Trading
Address of principal business: c/o International Fund
Administration, Ltd.
48 Par-La Ville Road
Suite 464
Hamilton, HM 11 Bermuda
d) Address of Principal Office: same
e) Convictions: none
f) Civil proceedings: none
Item 3. Source and Amount of Funds or Other Consideration
All funds used by Stark and Shepherd to purchase the Issuer's preferred
stock and warrants (which are convertible or exercisable, as the case may be,
into Shares) were obtained from the assets of each respective partnership. The
amount of funds used in making the purchase was $4,000,000 and $4,000,000,
respectively.
Item 4. Purpose of Transaction
The acquisition of the Issuer's preferred stock and warrants (which are
convertible or exercisable, as the case may be, into Shares) by Stark and
Shepherd is solely for investment purposes. Further acquisitions, sales or short
sales of securities of the Issuer may be made for investment purposes, however,
neither reporting person has present plans or intentions which relate to or
would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based upon the information contained in Lasersight Incorporated's 10Q for
the period ending June 30, 1997, there were issued and outstanding 9,973,672
Shares. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, the
reporting persons are deemed to be the beneficial owners of 2,162,320 or 21.68%
of the Shares.
Stark and Shepherd each hold shares of the Issuer's preferred stock, which
are convertible into Shares, and warrants exercisable for an additional 162,500
Shares. The shares of preferred stock held by Stark and Shepherd are convertible
into Shares based on a floating conversion ratio. Due to the variables of this
ratio, the number of Shares beneficially owned by the reporting persons may
fluctuate on a daily basis. Accordingly, the reporting persons have reported on
this Schedule 13D beneficial ownership of 2,162,370 Shares which (as of the date
of this filing) is the aggregate number of Shares issuable to Stark and Shepherd
upon conversion of such preferred stock and the exercise of such warrants. Each
of Stark and Shepherd may be issued 1,081,160 Shares upon conversion of the
preferred stock and the exercise of the warrants held by each entity. Upon the
conversion of any of such preferred stock or exercise of such warrants, the
reporting persons would have shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the Shares held by Stark and
Shepherd by virtue of their position as the managing partners of each
partnership. At the date of this filing, neither Stark nor Shepherd has
converted any of its preferred stock or exercised its warrants.
The following tables detail the transactions by entities controlled by the
reporting persons in the securities of the Issuer during the past 60 days:
Stark International
Date Quantity Price Transaction Type
8/29/97 400* $10,000*** Private Placement
Purchase
162,500**
Shepherd Investments International Ltd.
Date Quantity Price Transaction Type
8/29/97 400* $10,000*** Private Placement
Purchase
162,500**
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* Number of shares of preferred stock purchased from Issuer.
** Number of Shares Stark and Shepherd may be issued upon exercise of warrants
purchased from the Issuer.
*** The preferred stock and the warrants were purchased together.
No other entity controlled by the reporting persons has traded securities
of the Issuer within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The reporting persons, through Stark and Shepherd, are the holders of 800
shares of the Issuer's preferred stock which are convertible into Shares and
warrants issued by the Issuer which are exercisable into 325,000 Shares. The
reporting persons, Stark and Shepherd have agreed with the Issuer not to convert
any portion of the preferred stock or exercise any portion of the warrants which
would result in the reporting persons and their affiliates beneficially owning
more than 9.9% of the outstanding Shares.
Item 7. Material to be filed as exhibits
Exhibit 1: Agreement of reporting persons as to joint filing.
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated October 1, 1997
The undersigned hereby agree that the Schedule 13D with respect to
Lasersight Incorporated dated as of the date hereof is filed on behalf of each
of the undersigned jointly pursuant to Rule 13d-1(f)(1).
/s/Brian J. Stark
__________________________
Brian J. Stark
/s/Michael A. Roth
____________________________
Michael A. Roth
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
October 1, 1997
/s/Brian J. Stark
___________________________
Brian J. Stark
/s/ Michael A. Roth
____________________________
Michael A. Roth
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
