LASERSIGHT INC /DE
424B3, 1997-08-19
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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Filed pursuant to Rule 424(b)(3)
File No. 333-25237

PROSPECTUS SUPPLEMENT NO. 1 Dated August 19, 1997
(To Prospectus dated May 20, 1997)


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


       This  Prospectus  Supplement  updates the  Prospectus  dated May 20, 1997
("Prospectus")  of  LaserSight   Incorporated,   a  Delaware   corporation  (the
"Company").

       All of the text under the caption "The Offering" remains unchanged except
those items presented below:

Common Stock outstanding as of August 13, 1997                  9,973,672 shares

       All  of  the  text  under  the  caption  "Risk   Factors--Company-Related
Uncertainties" remains unchanged except those items presented below:

Operating  Results.  The Company  incurred  losses of $4,074,369  and $3,090,532
during  1996 and the  first  six  months  of 1997,  respectively.  In  addition,
although  the  Company  achieved  profitability  in 1995 and 1994,  the  Company
incurred  losses in 1991 through 1993.  As of June 30, 1997,  the Company had an
accumulated  deficit of  $7,703,362.  There can be no assurance that the Company
can regain or sustain profitability.

Receivables. At June 30, 1997, the Company's trade accounts and notes receivable
aggregated  approximately  $10,555,000  net of total  allowances  for collection
losses and returns of approximately $1,575,000. Accrued commissions, the payment
of which  generally  depends on the  collection  of such net trade  accounts and
notes receivable, aggregated approximately $1,623,000 at June 30, 1997. 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  ($1,418,000  at June 30,  1997) 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  consolidated
financial condition and results of operations.

Possible  Additional  Capital.  The Company is exploring  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,  to  consummate
future strategic  acquisitions,  and to accelerate its implementation of managed
care strategies.  The Company may also need additional  capital to introduce its
laser systems into the United States market after  receiving FDA approval and to
satisfy  certain  contingent  payment  obligations  under  its  PMA  acquisition
agreement  of July  1997.  In  addition,  based  on  ongoing  negotiations  with
potential investors,  the Company believes that any financing it obtains for the
IBM patent  purchase is likely to be in the form of convertible  preferred stock
that would be  redeemable  at a premium  over its face value  shortly  after the
occurrence of certain  defaults,  including a failure by the shareholders of the
Company to approve  the  financing  within a specified  time after the  closing.
Except for up to $4 million of additional  borrowing  available under its credit
facility  with FCC,  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 FCC  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.

       All of the  text  under  the  caption  "Risk  Factors--Technology-Related
Uncertainties" remains unchanged except those items presented below:

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, and was originally payable on July 1, 1997.
IBM  subsequently  agreed in writing not to exercise its right to terminate  the
agreement  until  after July 31,  1997 and  verbally  advised the Company of its
intention  not to exercise  its right to  terminate  the  agreement  until after
August 31,  1997.  LaserSight  is  exploring  various  alternatives  to fund the
purchase  price.  There can be no assurance that such funding will be available.
If the  transaction  does not close by August 31, 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.

       All  of the  text  under  the  caption  "Plan  of  Distribution"  remains
unchanged except the following:

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) 150 days after its effective  date. In the event
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.



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