SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 2, 1997
(September 2, 1997)
LASERSIGHT INCORPORATED
-----------------------
Exact name of registrant as specified in its charter
Delaware
--------
State or other jurisdiction of incorporation
0-19671 65-0273162
------- ----------
Commission File Number I.R.S. Employer
Identification No.
12161 Lackland Road, St. Louis, Missouri 63146
----------------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: (314) 469-3220
<PAGE>
Item 5. Other Events.
The press release issued by LaserSight Incorporated dated September 2, 1997 is
incorporated by reference herein. The Company will file with the Commission
additional information regarding this transaction at the earliest practicable
date.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99. Press Release dated September 2, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LaserSight Incorporated
Date: September 2, 1997 By: /s/ Michael R. Farris
-----------------------
Michael R. Farris
Chief Executive Officer
EXHIBIT 99
NASDAQ SYMBOL: LASE
LASERSIGHT COMPLETES IBM PATENT ACQUISITION
St. Louis, MO -- September 2, 1997 -- (NASDAQ: LASE) - LaserSight Incorporated
today said it has completed its previously announced purchase of the patent
portfolio from International Business Machines Corporation (NYSE: IBM) relating
to the use of ultraviolet light for laser vision correction, as well as all
non-ophthalmic applications. These acquired patents represent fundamental claims
in 13 countries including the United States.
With the purchase of these patents LaserSight has acquired the IBM patent
license agreements of Summit Technologies, Inc. (NASDAQ: BEAM) and VISX
Incorporated (NASDAQ: VISX), the two partners of Pillar Point Partners. A
license to these IBM patents is necessary for companies desiring to enter the US
laser vision correction market regardless of their license status with Pillar
Point Partners.
"This is a monumental acquisition for LaserSight and puts us in a highly
strategic patent position," said Michael R. Farris, chief executive officer of
LaserSight. "Unlike contested patents which relate only to the laser vision
correction industry and are limited to corneal reshaping, the IBM patents we
have acquired encompass fundamental technology for human tissue ablation. The
primacy of these patents is evidenced by negotiations underway and inquiries we
have regarding licensing from major medical device manufacturers."
In addition to the royalties from licenses acquired and new licenses issued,
LaserSight now holds the right to pursue claims for all past infringement of the
IBM patent portfolio. Unlicensed medical device manufacturers engaged in the
manufacture or sale, internationally or domestically, of ultraviolet laser
devices may now be subject to claims by LaserSight. Moreover, LaserSight has the
right to assert the blocking nature of the portfolio claims against competing
tissue-specific ablation claims.
The Company financed the transaction through a Regulation D private placement of
$16 million of its convertible preferred stock to accredited investors. The
preferred stock is convertible into common stock at any time at a conversion
price equal to the lower of $6.68 per share or the average of the three lowest
closing bid prices during a 20- or 30-trading day period preceding the
conversion date. Any preferred shares remaining unconverted on the third
anniversary of the closing will automatically be converted into common stock on
that date. The investors also received warrants to purchase 750,000 shares of
LaserSight stock at a price of $5.91 per share at any time during the next five
years. Up to 70 percent of the preferred stock is redeemable by the Company at a
premium over its face amount. All of the preferred stock is redeemable at a 25
percent premium over its face amount at the option of the holders but only in
certain events of default by the Company, including if the Company does not
receive shareholder approval of the transaction within 120 days.
LaserSight Incorporated is a holding company with operating subsidiaries engaged
in the business of laser manufacturing and international sales, third-party
managed vision care administration, ophthalmic practice management, and health
and vision care consulting services. This press release contains forward-looking
statements regarding future events and future performance of the Company which
involve risks and uncertainties that could materially affect actual results.
Investors should refer to documents the Company files from time to time with the
Securities and Exchange Commission for a description of certain factors which
could cause actual results to vary from current expectations and the
forward-looking statements contained in this press release. Such filings
include, without limitation, the Company's Form 10-K, Form 10-Q and Form 8-K
reports.
For additional information please contact: Marti Benfield,
Manager, Investor Relations
LaserSight Incorporated
(314) 469-3220
