LASERSIGHT INC /DE, S-3, 1997-04-16

LASERSIGHT INC /DE
S-3, 1997-04-16
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

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Registration No. 333-____
As filed with the Securities and Exchange Commission on April 15, 1997

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LASERSIGHT INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 3845 65-0273162
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
12161 Lackland Road
St. Louis, Missouri 63146
(314) 469-3220
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Mr. Gregory L. Wilson 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, including zip code, and telephone
number, including area code, of agent for service)

Approximate date of commencement of proposed sale to public:
From time to time after the Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is to be a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
registration statement of the earlier effective registration statement for the
same offering. [ ]

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum
Title of each class of Amount to be Proposed maximum offering aggregate offering Amount of
Securities to be registered registered price per share(1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock, $.001 par value
......................... 82,593 shares $5.75 $474,910 $143.91
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Based on the
average of the high and low prices reported for the Common Stock on The
Nasdaq Stock Market on April 10, 1997.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

LASERSIGHT INCORPORATED

CROSS-REFERENCE SHEET

Showing Location in Prospectus of Information
Required by Items of Form S-3 Registration Statement

Form S-3 Item Number and Caption Caption or Location In Prospectus
- -------------------------------- ---------------------------------

1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus........................... Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus.................. Inside Front and Outside Back
Cover Pages

3. Summary Information; Risk Factors;
Ratio of Earnings to Fixed Charges... Outside Front Cover Page and
Prospectus Summary; Risk Factors;
not applicable

4. Use of Proceeds...................... Use of Proceeds

5. Determination of Offering Price...... Not applicable.

6. Dilution............................. Not applicable.

7. Selling Security Holders............. Selling Shareholder

8. Plan of Distribution................. Outside Front Cover Page; Plan of
Distribution

9. Description of Securities to be
Registered........................... Description of Securities

10. Interest of Named Experts and Counsel. Not applicable.

11. Material Changes...................... Not applicable.

12. Incorporation of Certain Information
by Reference.......................... Documents Incorporated by
Reference.

13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities........................... Not applicable.

<PAGE>

SUBJECT TO COMPLETION DATED APRIL 15, 1997

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROSPECTUS
82,593 Shares
LASERSIGHT INCORPORATED
Common Stock ($.001 par value)

This Prospectus relates to an aggregate of 82,593 shares (the "Shares") of
common stock, $.001 par value (the "Common Stock"), of LaserSight Incorporated,
a Delaware corporation (the "Company") being offered for sale from time to time
by the selling shareholder named in this Prospectus (the "Selling Shareholder").

The Company will not receive any proceeds from any sale of Shares by the
Selling Shareholder. The Company has been advised by the Selling Shareholder
that there are no underwriting arrangements with respect to the sale of Common
Stock, that the Shares may be offered hereby from time to time for the account
of the Selling Shareholder in transactions on The Nasdaq Stock Market, in
negotiated transactions or a combination of both at prices related to prevailing
market prices, or at negotiated prices. See "Selling Shareholder" and "Plan of
Distribution." The Company will pay the expenses in connection with the
registration of the Shares (other than any underwriting discounts and selling
commissions, and fees and expenses of counsel and other advisors, if any, to the
Selling Shareholder) estimated to be $_______.

The Common Stock is traded on The Nasdaq Stock Market under the symbol
"LASE." On April 11, 1997, the closing sale price for the Common Stock was
$5.6875 per share.

THE SHARES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE
4.
------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this Prospectus is April __, 1997.

<PAGE>

TABLE OF CONTENTS
-----------------

Documents Incorporated by Reference Plan of Distribution
The Company Selling Shareholder
The Offering Legal Matters
Risk Factors Experts
Use of Proceeds Available Information
Description of Securities

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus in connection with the offerings
described herein, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or the Selling
Shareholder. Neither the delivery of this Prospectus nor any offer, sale or
exchange made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs or operations of the Company since
the date of this Prospectus, or that the information herein is correct as of any
time subsequent to such date.

DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------

The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference in this Prospectus:

A. The Company's Annual Report on Form 10-K for the year ended December 31,
1996;

B. The Company's Current Reports on Form 8-K filed on February 25, March
18, March 27, and April 8, 1997; and

C. The description of the Common Stock contained in the Company's Form
8-A/A (Amend. No. 2) filed on April 26, 1996.

All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be
incorporated in this Prospectus by reference shall be modified or superseded for
the purpose of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated in this Prospectus by reference modifies or replaces
such statement.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
written or oral request of such person, a copy of any and all of the information
that has been or may be incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference into the
<PAGE>

information that this Prospectus incorporates). Written requests for such copies
should be directed to Secretary, LaserSight Incorporated, 12161 Lackland Road,
St. Louis, Missouri 63146; telephone no: (314) 469-3220.

THE COMPANY
-----------

LaserSight Incorporated and its subsidiaries operate in two major operating
segments: technology and health care services. The Company's principal
wholly-owned operating subsidiaries include: LaserSight Technologies, Inc.
("LaserSight Technologies"), MRF, Inc. ("MRF" or "The Farris Group"), and MEC
Health Care, Inc. ("MEC"), and LSI Acquisition, Inc. ("NNJEI").

The technology segment of the Company's operations includes LaserSight
Technologies and related subsidiaries. These entities develop, manufacture and
market ophthalmic lasers with a galvanometric scanning system primarily for use
in performing photorefractive keratectomy ("PRK") which utilizes a one
millimeter scanning laser beam to ablate microscopic layers of corneal tissue in
order to reshape the cornea and to correct the eye's point of focus in persons
with myopia (nearsightedness), hyperopia (farsightedness) and astigmatism.

The health care services segment includes MEC, NNJEI and MRF. MEC is a
total vision care managed care company which manages complete vision care
programs for health maintenance organizations ("HMOs") and other insured
enrollees. NNJEI is a physician practice management company which currently
manages the ophthalmic practice known as "Northern New Jersey Eye Institute"
under a service agreement. MRF is a consulting firm that develops and implements
vertical integration strategies for hospitals and managed care companies,
including the identification, negotiation and acquisition of physician practices
and the development of physician networks.

The Company was incorporated in Delaware in September 1987, but was
inactive until June 1991. In April 1993, the Company acquired its LaserSight
Centers Incorporated ("LaserSight Centers") subsidiary in a stock-for-stock
exchange. In February 1994, the Company acquired the stock of MRF, Inc. In July
1994, the Company was reorganized as a holding company. In October 1995, the
Company acquired its MEC subsidiary in a merger. In July 1996, the Company
acquired the assets of the ophthalmic practice known as the Northern New Jersey
Eye Institute through a subsidiary.

As used herein, the term the "Company" refers to LaserSight Incorporated
and its subsidiaries, unless the context otherwise requires. The Company's
principal offices and mailing address are 12161 Lackland Road, St. Louis,
Missouri 63146, and its telephone number is (314) 469-3220.

THE OFFERING
------------

Common Stock outstanding as of April 10, 1997 9,360,560 shares

Shares Offered by the Selling Shareholder 82,593

Risk Factors The Shares involve a high
degree of risk. Investors
should carefully consider
the information set forth
under "Risk Factors."

The Nasdaq Stock Market trading symbol LASE

<PAGE>

RISK FACTORS
------------

The Shares offered hereby involve a high degree of risk. In addition, this
Prospectus contains forward-looking statements (within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act) which involve
risks and uncertainties. Included in the following Risk Factors are factors that
could affect the Company's actual results and could cause the Company's actual
results to differ in material respects from the results discussed in any
forward-looking statements made by, or on behalf of, the Company in this
Prospectus and the documents incorporated by reference herein. In addition to
the other information contained or incorporated by reference in this Prospectus,
potential purchasers of the Shares should carefully consider the following risk
factors:

Company-Related Uncertainties
- -----------------------------

Operating Results. The Company incurred a loss of $4,074,369 for 1996.
Although the Company achieved profitability in 1995 and 1994, the Company
incurred losses in the three prior years. As of December 31, 1996, the Company
had an accumulated deficit of $4,612,830. There can be no assurance that the
Company can regain or sustain profitability.

Receivables. At December 31, 1996, the Company's trade accounts and notes
receivable aggregated approximately $11,238,000, net of total allowances for
collection losses and returns of approximately $1,507,000. Accrued commissions,
the payment of which generally depends on the collection of such net trade
accounts and notes receivable, aggregated approximately $1,524,000 at December
31, 1996. Exposure to collection losses on technology-related receivables is
principally dependent on its customers ongoing financial condition and their
ability to generate revenues from the Company's laser systems. The Company's
ability to evaluate the financial condition of prospective customers located
outside of the United States is generally more limited than for customers
located in the United States. The Company monitors the status of its receivables
and maintains a reserve for estimated losses. The Company's operating history
has been relatively short. There can be no assurance that the current reserves
for estimated losses ($1,350,000 at December 31, 1996) will be sufficient to
cover actual write-offs over time. Actual write-offs that materially exceed
amounts reserved could have a material adverse effect on the Company's financial
condition and results of operations.

Possible Issuance of Stock--LaserSight Centers. The Company has agreed,
based on a previously-reported acquisition agreement (the "Centers Agreement")
entered into in 1993 and modified in July 1995 and March 1997, to issue to the
former shareholders and option holders (including two trusts related to the
Chairman of the Board of the Company and certain former officers and directors
of the Company) of LaserSight Centers, the Company's development-stage
subsidiary, up to 600,000 unregistered shares of Common Stock (the "Centers
Earnout Shares") based on the Company's future pre-tax operating income through
March 2002 from performing PRK, PTK or other refractive laser surgical
procedures. The Centers Earnout Shares are to be issued at the rate of one share
per $4.00 of such operating income. There can be no assurance that the issuance
of Centers Earnout Shares will be accompanied by an increase in the Company's
per share operating results. The Company is not obligated to pursue strategies
that may result in the issuance of Centers Earnout Shares. It may be in the
interest of the Chairman of the Board for the Company to pursue business
strategies that maximize the issuance of Centers Earnout Shares.

Possible Issuance of Stock--Florida Laser Partners. Based on a
previously-reported royalty agreement entered into in 1993 and modified in July
1995 and March 1997, the Company is obligated to pay to a partnership whose
partners include the Chairman of the Board of the Company and certain former
officers and directors of the Company a royalty of up to $43 (payable in cash or
shares of Common Stock based on its then-current market value (the "Royalty
<PAGE>

Shares"), for each eye on which laser refractive optical surgical procedure is
conducted on an excimer laser system owned or operated by LaserSight Centers or
its affiliates. This payment obligation does not arise until the earlier of
March 2002 or the delivery of the remaining Centers Earnout Shares. There can be
no assurance that the issuance of Royalty Shares will be accompanied by an
increase in the Company's per share operating results. It may be in the interest
of the Chairman of the Board for the Company to pursue business strategies that
maximize the issuance of Royalty Shares.

Possible Issuance of Stock--The Farris Group. To the extent that an earnout
provision relating to the Company's acquisition of The Farris Group in 1994 is
satisfied based on certain annual pre-tax income targets through December 31,
1998, the Company would be required to issue to the former owner of such company
(Mr. Michael R. Farris, the President and Chief Executive Officer of the
Company) an aggregate of up to 750,000 shares of Common Stock (collectively, the
"Farris Earnout Shares"). To date 406,700 Farris Earnout Shares have been issued
based on the operating results of the Farris Group through December 31, 1995. As
a result of the loss incurred by The Farris Group during 1996, no Farris Earnout
Shares became issuable for such year. If additional Farris Earnout Shares become
issuable, goodwill and the resulting amortization expense will increase.

Contingent Commitments to Issue Additional Shares. The Company has agreed
in connection with its acquisition of the assets of the Northern New Jersey Eye
Institute in July 1996 to issue up to 102,798 additional shares of Common Stock
if the fair market value of the Common Stock in July 1998 is less than $15 per
share. In connection with its proposed acquisition of Intermountain Managed
Eyecare, L.L.C., the Company expects to issue up to 78,750 additional shares of
Common Stock or pay up to $157,500 in cash if the fair market value on the
second anniversary of the closing date of the 80,000 shares of Common Stock
expected to be issued in connection with the acquisition is less than $5.94 per
share. The Company may from time to time in the future include similar
provisions in other acquisitions. Investors who benefit from such provisions
effectively receive limited protection from declines in the market price of the
Common Stock, but other investors can expect to incur dilution of their
ownership interest in the event of a decline in the price of the Common Stock.

Possible additional capital. The Company may seek alternative sources of
capital to fund its product development activities, to fund the $14.9 million
purchase price for its purchase of certain patents from IBM (see "--Purchase of
Patent Rights from IBM" below), to consummate future strategic acquisitions, and
to accelerate its implementation of managed care strategies. Except for the
asset-backed financing of up to $8 million from Foothill Capital, which closed
on April 1, 1997, the Company has no present commitments to obtain such capital,
and no assurance can be given that the Company will be able to obtain additional
capital on terms satisfactory to the Company. To the extent that future
financing requirements are satisfied through the sale of equity securities,
holders of Common Stock may experience significant dilution in earnings per
share and in net book value per share. The Foothill Capital financing or other
debt financing could result in a substantial portion of the Company's cash flow
from operations being dedicated to the payment of principal and interest on such
indebtedness and may render the Company more vulnerable to competitive pressures
and economic downturns.

Dependence on Key Personnel. The Company is dependent on its executive
officers and other key employees, especially Michael R. Farris, its President
and Chief Executive Officer. A loss of one or more such officers or key
employees, especially of Mr. Farris, could have a material adverse effect on the
Company's business. The Company does not currently carry "key man" insurance on
Mr. Farris or any other officers or key employees.
<PAGE>

Health Care Services-Related Uncertainties
- ------------------------------------------

Risks Associated with Managed Care Contracts. As an increasing percentage
of optometric and ophthalmologic patients are coming under the control of
managed care entities, the Company believes that its success will, in part,
depend on the Company's ability to negotiate contracts with HMOs, employer
groups and other private third-party payors pursuant to which services will be
provided on a risk-sharing or capitated basis. Under some of such agreements,
the eye care provider accepts a predetermined amount per month per patient in
exchange for providing all necessary covered services to the enrolled patients.
Such contracts pass much of the risk of providing care from the payor to the
provider. The proliferation of such contracts in markets served by the Company
could result in greater predictability of revenues, but greater unpredictability
of expenses. There can, however, be no assurance that the Company will be able
to negotiate satisfactory arrangements on a risk-sharing or capitated basis. In
addition, to the extent that patients or enrollees covered by such contracts
require more frequent or extensive care than anticipated, operating margins may
be reduced or, in the worst case, the revenues derived from such contracts may
be insufficient to cover the costs of the services provided. As a result, the
Company may incur additional costs, which would reduce or eliminate anticipated
earnings under such contracts and could have a material adverse affect on the
Company's results of operations.

Health Care Regulation. The health care industry is subject to
"anti-referral" and "anti-kickback" laws governing patient referrals, and other
laws concerning fee splitting with non-physicians. Although LaserSight believes
that its operations are in substantial compliance with existing applicable laws,
LaserSight's business operations have not been the subject of judicial or
regulatory review. There can be no assurance that such a review of LaserSight's
business would not result in determinations that could adversely affect the
operations of LaserSight or that the health care regulatory environment will not
change so as to restrict LaserSight's existing operations or their expansion.
Aspects of certain health care reforms as proposed in the past, such as further
reductions in Medicare and Medicaid payments and additional prohibitions on
physician ownership, directly or indirectly, of facilities to which they refer
patients, if adopted, could adversely affect LaserSight.

Insurance Regulation. Federal and State laws regulate insurance companies,
HMOs and other managed care organizations. Many states also regulate the
establishment and operation of networks of health care providers. Generally,
these laws do not apply to the hiring and contracting of physicians by other
health care providers. There can be no assurance that regulators in the states
in which the Company operates would not apply these laws to require licensure of
the Company's health care operations as an HMO, an insurer or a provider
network. The Company believes that it is in compliance with these laws in the
states in which it presently does business, but there can be no assurance that
interpretations of these laws by the regulatory authorities in these states or
in the states in which the Company may expand its managed care operations will
not require licensing or a restructuring of some or all of the Company's managed
care operations, or that if licensing is required, that the Company could
complete such licensing in a timely manner. In addition, there can be no
assurance that the Company's strategy to expand its managed vision care business
will not subject it to regulation in other states.

Technology-Related Uncertainties
- --------------------------------

Government Regulation. The Company's laser products are subject to strict
governmental regulations which materially affect the Company's ability to
manufacture and market these products and directly impact the Company's overall
prospects. All laser devices to be marketed in interstate commerce are subject
to the laser regulations required by the Radiation Control for Health and Safety
Act, as administered by the U.S. Food and Drug Administration (the "FDA"). Such
Act imposes design and performance standards, labeling and reporting
<PAGE>

requirements, and submission conditions in advance of marketing for all medical
laser products. The Company's laser systems produced for medical use will
require pre-market approval by the FDA if marketed in the United States. Each
separate medical device requires a separate FDA submission, and specific
protocols have to be submitted to the FDA for each claim made for each medical
device. In addition, laser products marketed in foreign countries are often
subject to local laws governing health product development processes which may
impose additional costs for overseas product development. The Company cannot
determine the costs or time it will take to complete the approval process and
the related clinical testing for its medical laser products. Future legislative
or administrative requirements in the United States, or elsewhere, may adversely
affect the Company's ability to obtain or retain regulatory approval for its
laser products. The failure to obtain required approvals on a timely basis could
have a material adverse effect on the Company's business, financial condition
and results of operations.

Purchase of Patent Rights from IBM. On February 11, 1997 the Company
executed an agreement with IBM for the purchase of certain IBM patents relating
to ultraviolet light ophthalmic products and procedures for ultraviolet ablation
and IBM's patent license agreements with Summit Technology, Inc. and VISX, Inc.
The purchase price is $14.9 million, payable in cash on July 1, 1997. LaserSight
is exploring various alternatives to enable it to fund the purchase price. There
can be no assurance that such funding will be available. If the transaction does
not close on or before July 1, 1997, IBM may terminate the agreement. In such
event, LaserSight would be obligated to deliver to IBM shares of Common Stock
and/or cash with an aggregate value of $1 million as of July 1, 1997.

Uncertainty Concerning Patents. Should LaserSight Technologies' lasers be
found to infringe upon any valid and enforceable patents held by VISX or Summit
Technologies in certain international markets, or by Pillar Point Partners in
the U.S., then LaserSight Technologies may be required to license such
technology from them. Should such licenses not be obtained, LaserSight
Technologies might be prohibited from manufacturing or marketing its PRK-UV
lasers in these countries where patents are in effect.

Competition. The vision correction industry is subject to intense,
increasing competition. The Company competes against both alternative and
traditional medical technologies (such as eyeglasses, contact lenses and radial
keratotomy ("RK")) and other laser manufacturers. Many of the Company's
competitors have existing products and distribution systems in the marketplace
and are substantially larger, better financed, and better known. A number of
lasers manufactured by other companies have either received, or are much further
advanced in the process of receiving, FDA approval for specific procedures, and,
accordingly, may have or develop a higher level of acceptance in some markets
than the Company's lasers. The entry of new competitors into the markets for the
Company's products could cause downward pressure on the prices of such products
and a material adverse effect on Company's business, financial condition and
results of operations.

Technological Change. Technological developments in the medical and laser
industries are expected to continue at a rapid pace. Newer technologies and
surgical techniques could be developed which may offer better performance than
the Company's laser systems. The success of any competing alternatives to PRK
could have a material adverse effect on the Company's business, financial
condition and results of operations.

Uncertainty of Market Acceptance. The Company believes that its achievement
of profitability and growth will depend in part upon broad acceptance of PRK or
LASIK in the United States and other countries. There can be no assurance that
PRK or LASIK will be accepted by either the ophthalmologists or the public as an
alternative to existing methods of treating refractive vision disorders. The
acceptance of PRK and LASIK may be affected adversely by their cost, possible
<PAGE>

concerns relating to safety and efficacy, general resistance to surgery, the
effectiveness and lower cost of alternative methods of correcting refractive
vision disorders, the lack of long-term follow-up data, the possibility of
unknown side effects, the current lack of third-party reimbursement for the
procedures, any future unfavorable publicity involving patient outcomes from use
of PRK or LASIK systems, and the possible shortages of ophthalmologists trained
in the procedures. The failure of PRK or LASIK to achieve broad market
acceptance could have a material adverse effect on the Company's business,
financial condition and results of operations.

International Sales. International sales may be limited or disrupted by the
imposition of government controls, export license requirements, political
instability, trade restrictions, changes in tariffs, difficulties in staffing
and coordinating communications among and managing international operations.
Additionally, the Company's business, financial condition and international
results of operations may be adversely affected by increases in duty rates,
difficulties in obtaining export licenses, ability to maintain or increase
prices, and competition. To date, all sales made by the Company have been
denominated in U.S. dollars. Due to its export sales, however, the Company is
subject to currency exchange rate fluctuations in the U.S. dollar, which could
increase the price in local currencies of the Company's products. This could in
turn result in longer payment cycles and greater difficulty in collection of
receivables. See "--Receivables" above. Although the Company has not experienced
any material adverse effect on its operations as a result of such regulatory,
political and other factors, there can be no assurance that such factors will
not have a material adverse effect on the Company's operations in the future or
require the Company to modify its current business practices.

Potential Product Liability Claims; Limited Insurance. As a producer of
medical devices, the Company may face liability for damages to users of such
devices in the event of product failure. The testing and use of human care
products entails an inherent risk of negligence or other action. An award of
damages in excess of the Company's insurance coverage could have a material
adverse effect on the Company's business, financial condition and results of
operations. While the Company maintains product liability insurance, there can
be no assurance that any such liability of the Company will be included within
its insurance coverage or that damages will not exceed the limits of its
coverage. The Company's current insurance coverage limitation is $1,000,000.

Manufacturing Risks. The Company contracts with third parties for certain
components used in its lasers. Several of these components are currently
provided by a single vendor. If any of these sole-source suppliers were to cease
providing components to the Company, the Company would have to locate and
contract with a substitute supplier, and there can be no assurances that such
substitute supplier could be located and qualified in a timely manner or could
provide required components on commercially reasonable terms. An interruption in
the supply of laser components could have a material adverse effect on the
Company's business, financial condition and results of operations.

Backlog; Concentration of Sales at End of Quarter. The Company has
historically operated with little or no backlog because its products are
generally shipped as orders are received. Historically, the Company has received
and shipped a significant portion of its orders for a particular quarter near
the end of the quarter. As a result, the Company's operating results for any
quarter often depend on orders received and laser systems shipped late in that
quarter. Any delay in such orders or shipments may cause a significant
fluctuation in period-to-period operating results.

USE OF PROCEEDS
---------------

The Company will not receive any proceeds from any sale of the Shares by
the Selling Shareholder.
<PAGE>

DESCRIPTION OF SECURITIES
-------------------------

The following description of the Company's capital stock is not complete
and is subject in all respects to the Delaware General Corporation Law (the
"DGCL") and to the provisions of the Company's Certificate of Incorporation, as
amended (the "Charter"), and By-Laws.

The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock and 10,000,000 shares of preferred stock, $.001 par value,
issuable in series. As of April 10, 1997, 9,360,560 shares of Common Stock were
outstanding (not including outstanding options to acquire Common Stock or any
shares of Common Stock issuable upon the conversion or exchange of outstanding
preferred stock). As of April 10, 1997, the only shares of preferred stock
outstanding were four (4) shares of the Series A Convertible Preferred Stock
(the "Series A Preferred").

Common Stock
- ------------

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to share pro rata in
such dividends and other distributions, if any, as may be declared by the Board
of Directors out of funds legally available therefor, subject to any prior
rights accruing to any holders of preferred stock. Upon the liquidation or
dissolution of the Company, the holders of Common Stock are entitled to share
proportionally in all assets available for distribution to such holders. Holders
of Common Stock have no preemptive, redemption or conversion rights. The
outstanding shares of Common Stock issued are fully paid and nonassessable.

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

Preferred Stock
- ---------------

The Board of Directors is authorized, subject to certain limitations
prescribed by law, without further stockholder approval, to issue from time to
time up to an aggregate of 10,000,000 shares of preferred stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series,
including the dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidation preferences and the number of shares constituting any series
or designations of such series. The rights, preferences and privileges of
holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock which the
Company may designate and issue.

On January 10, 1996, the Company issued and sold 116 shares of the Series A
Preferred at a price of $50,000 per share. The Series A Preferred is convertible
at any time into shares of Common Stock at the option of the holders thereof
through January 10, 1998 ("optional conversion"). Any shares of Series A
Preferred that remain outstanding on January 10, 1998 will automatically be
converted into shares of Common Stock. The conversion price equals the lesser of
$14.18 per share of Common Stock or 85% of the average closing price of the
Common Stock during the five trading days preceding the conversion date. The
conversion price as of any date shall not be less than the highest price that,
if all outstanding shares of Series A Preferred were converted at such price,
<PAGE>

would result in the issuance of a number of shares of Common Stock that, when
added to the number of shares of Common Stock issued in connection with all
previous conversions of Series A Preferred, would exceed 1,015,736. In addition,
if the conversion price in effect at the time of any optional conversion is less
than or equal to a cash option price of $10.00 per share, subject to
anti-dilution adjustments, the Company shall have the right, but not the
obligation, to redeem for cash any or all of the shares of Series A Preferred
surrendered for conversion in an amount equal to $57,500 per share to be so
redeemed. The Company can, subject to certain conditions, elect to redeem all of
the Series A Preferred then outstanding for cash at a premium of 35% increasing
ratably from January 10, 1997 to 65% on January 10, 1998. The Company can,
subject to certain conditions, cause the exchange of all of the Series A
Preferred for shares of Common Stock at a premium equal to 35% on January 10,
1997 and increasing ratably thereafter to 65% on January 10, 1998. Dividends on
the Series A Preferred accrue at an annual rate of 10% and are payable in cash
or shares of Common Stock, at the option of the Company, at the time of
conversion or redemption of the Series A Preferred. The Company will not issue
more than 387,850 shares of Common Stock in payment of dividends on the Series A
Preferred. Each outstanding share of Series A Preferred entitles the holder
thereof to a liquidation preference equal to $50,000 plus the amount of unpaid
dividends accrued on such share.

Delaware Law and Certain Charter Provisions
- -------------------------------------------

The Company is subject to the provisions of Section 203 of the DGCL.
Subject to certain exceptions, Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the interested
stockholder attained such status with the approval of the corporation's board of
directors or unless the business combination is approved in a prescribed manner.
A "business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder which is not
shared pro rata with the other stockholders of the Company. Subject to certain
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of a
corporation's voting stock.

The DGCL provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation's
certificate of incorporation or by-laws, unless a corporation's certificate of
incorporation or by-laws, as the case may be, requires a greater percentage. In
addition, the By-laws of the Company may, subject to the provisions of DGCL, be
amended or repealed by a majority vote of the Company's Board of Directors.

The Charter contains certain provisions permitted under the DGCL relating
to the liability of directors. These provisions eliminate a director's liability
for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. The Charter contains provisions
indemnifying the directors and officers of the Company to the fullest extent
permitted by the DGCL. The Company also has a directors' and officers' liability
insurance policy which provides for indemnification of its directors and
officers against certain liabilities incurred in their capacities as such. The
Company believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors.
<PAGE>

PLAN OF DISTRIBUTION
- --------------------

The Selling Shareholder received 8,628 Shares from the Company in
connection with the amendment in March 1997 of a 1993 acquisition agreement (the
"Amended Centers Agreement") among the Company, the Selling Stockholder and the
other former shareholders and option holders (collectively, the "Former Centers
Holders") of the Company's LaserSight Centers subsidiary. The Selling
Shareholder received the remaining 73,965 Shares in March 1997 from the other
Former Centers Holders pursuant to the Amended Centers Agreement. The Company
agreed to register all of the Shares pursuant to a settlement of certain
litigation between the Company and the Selling Shareholder. The Company will not
receive any of the proceeds from sales of the Shares. The Shares are "restricted
securities" for purposes of the Securities Act.

Pursuant to this Prospectus, holders of the Shares may resell from time to
time all or a portion of such Shares. The Company has been advised by the
Selling Shareholder that there are no underwriting arrangements with respect to
the sale of Common Stock and that the shares will be offered for sale in
transactions on The Nasdaq Stock Market, in negotiated transactions or through a
combination of both, at prices related to such prevailing market prices at the
time of sale, or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder and/or the purchasers of the Shares for
which such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation may be in excess of customary commissions). In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.

In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.

The Selling Shareholder and any broker-dealer who acts in connection with
the resale of the Shares hereunder, may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and/or profit on any resale thereof as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to the Common Stock for a period of one
business day prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M. These provisions may
limit the timing of purchases and sales of shares of Common Stock by the Selling
Shareholder.

A supplement to this Prospectus will be filed, if required, pursuant to
Rule 424 under the Securities Act disclosing (a) the name of the participating
broker-dealer(s); (b) the number of Shares involved; (c) the price at which such
shares were sold; (d) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable; and (e) other facts material to the
transaction, including the name and other information regarding the Selling
Shareholder.

The Company will maintain the effectiveness of the Registration Statement
until the earlier of (i) such time as all of the Shares have been disposed of in
accordance with the intended methods of disposition set forth in the
Registration Statement or (ii) 90 days after its effective date. In the event
<PAGE>

that any Shares remain unsold at the end of such period, the Company may file a
post-effective amendment to the Registration Statement for the purpose of
deregistering the Shares.

SELLING SHAREHOLDER
-------------------

The following table sets forth certain information with regard to the
beneficial ownership of Common Stock by the Selling Shareholder, and the number
of shares of Common Stock to be offered by the Selling Shareholder.

Common Stock Beneficially
Common Stock Shares of Owned After the Offering
Beneficially Common
Owned Prior Stock Number Percent of
Selling Shareholder to Offering to be Sold of Shares Outstanding
- ------------------- ----------- ---------- --------- -----------

Samuel S. Duffey 82,593 82,593 - -

LEGAL MATTERS
-------------

The legality of the Shares offered hereby has been passed upon for the
Company by Sonnenschein Nath & Rosenthal, Chicago, Illinois.

EXPERTS
-------

The consolidated financial statements of LaserSight Incorporated and
subsidiaries as of December 31, 1996 and for each of the years in the two-year
period then ended have been incorporated herein by reference and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
in the Registration Statement upon the authority of said firm as experts in
accounting and auditing.

The consolidated financial statements of LaserSight Incorporated and
subsidiaries for the year ended December 31, 1994 have been incorporated herein
and in the Registration Statement in reliance upon the report of Lovelace, Roby
& Company, P.A., independent certified public accountants, incorporated by
reference herein and in the Registration Statement upon the authority of said
firm as experts in accounting and auditing.

AVAILABLE INFORMATION
---------------------

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act with respect to the Shares offered hereby. This Prospectus,
which constitutes a part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement, certain items of which
are contained in schedules and exhibits to the Registration Statement as
permitted by the rules of the Commission. For further information with respect
to the Company and the Shares offered hereby, reference is made to the
Registration Statement and the exhibits and the schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or any document
referred to are not necessarily complete. With respect to each such contract or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matters involved, and
each such statement shall be deemed qualified in its entirety by such reference.
<PAGE>

The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files periodic reports, proxy statements and
other information with the Commission. A copy of the Registration Statement,
including exhibits and schedules thereto, filed by the Company with the
Commission, as well as other reports, proxy statements and other information
filed by the Company may be inspected without charge at the office of the
Commission, 450 Fifth Street, N.W., Washington, D.C., and at the following
Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York,
New York, and 500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of
such material can be obtained, upon payment of prescribed fees at the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------

Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------

Securities and Exchange Commission registration fee........... $ 143.91
Legal fees and expenses....................................... $ *
Accountants' fees............................................. $ *
Miscellaneous................................................. $ *

Total........................................... $ *

- ------------------------------------

*To be completed by amendment.

The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated.

Item 15. 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 16. Exhibits
- ------------------

Exhibit No. Description
- ----------- -----------

5.1* Opinion of Sonnenschein Nath & Rosenthal.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Lovelace, Roby & Company, P.A.

23.3* Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5.1).

24.1 Powers of Attorney.

- ------------------------------------

* To be filed by amendment.

Item 17. Undertakings
- ----------------------

(a) The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (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;
and

(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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, 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 the
offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
<PAGE>

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.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act and will
be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this Registration Statement
to be filed on its behalf by the undersigned, thereunto duly authorized in the
City of St. Louis, State of Missouri, this 14th day of April, 1997.

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* April 14, 1997
- ---------------------------------------------------
Michael R. Farris, President, Chief Executive
Officer, and Director

/s/ Francis E. O'Donnell, Jr., M.D.* April 14, 1997
- ---------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director

- ---------------------------------------------------
J. Richard Crowley, Director

/s/ Emanuela Dobrin-Charlton, Ph.D.* April 14, 1997
- ---------------------------------------------------
Emanuela Dobrin-Charlton, Ph.D., Director

/s/ Thomas Quinn* April 14, 1997
- ---------------------------------------------------
Thomas Quinn, Director

/s/ David T. Pieroni* April 14, 1997
- ---------------------------------------------------
David T. Pieroni, Director

/s/ Richard C. Lutzy* April 14, 1997
- ---------------------------------------------------
Richard C. Lutzy, Director

/s/ Gregory L. Wilson April 14, 1997
- ---------------------------------------------------
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
--- -----------

5.1* Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Lovelace, Roby & Company, P.A.
23.3* Consent of Sonnenschein Nath & Rosenthal (see Exhibit 5).
24.1 Powers of Attorney.
- ------------------------------------
* To be filed by amendment.

EXHIBIT 23.1

Independent Auditors' Consent
-----------------------------

The Board of Directors
LaserSight Incorporated:

We consent to incorporation by reference in the registration statement on Form
S-3 of LaserSight Incorporated, to be filed with the Securities and Exchange
Commission on or about April 14, 1997, of our report dated February 21, 1997,
relating to the consolidated balance sheets of LaserSight Incorporated and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 1996, which report appears in
the December 31, 1996 annual report on Form 10-K of LaserSight Incorporated and
to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KMPG Peat Marwick LLP

St. Louis, Missouri
April 11, 1997

EXHIBIT 23.2

Consent of Independent Certified Public Accountants
---------------------------------------------------

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related prospectus of LaserSight
Incorporated for the registration of up to 82,593 shares of its common stock and
to the incorporation by reference therein of our report dated March 6, 1995,
with respect to the consolidated statements of operations, stockholders' equity
and cash flows of LaserSight Incorporated and subsidiaries included in its
Annual Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.

/s/ Lovelace, Roby & Company, P.A.

Orlando, Florida
April 14, 1997

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

The person whose signature appears below hereby constitutes and appoints
Michael R. Farris, Richard L. Stensrud 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 and agents, 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-3 (the "Registration Statement")
relating to the sale of shares of the common stock, $.001 par value (the "Common
Stock"), of LaserSight Incorporated, a Delaware corporation (the "Company"), by
certain shareholders of the Company, including without limitation the following:

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

and any and all additional 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 and agents, 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
14th day of April, 1997.

/s/ Michael R. Farris
--------------------------
Name: Michael R. Farris
<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ Francis E. O'Donnell
------------------------------------
Name: Frances E. O'Donnell, Jr., M.D.

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ Emanuela Dobrin-Charlton
---------------------------------
Name: Emanuela Dobrin-Charlton, Ph.D.
<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ Thomas Quinn
--------------------------
Name: Thomas Quinn
<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ David T. Pieroni
--------------------------
Name: David T. Pieroni
<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ Richard C. Lutzy
--------------------------
Name: Richard C. Lutzy
<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

(i) 82,593 shares owned by Mr. Samuel S. Duffey; and

(ii) shares held by any shareholder of the Company who has the right to
require the Company to include some or all of these shares in
Registration Statements by the Company,

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
14th day of April, 1997.

/s/ Gregory L. Wilson
--------------------------
Name: Gregory L. Wilson