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): March 18, 1998
(March 17, 1998)
LASERSIGHT INCORPORATED
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Exact name of registrant as specified in its charter
Delaware
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State or other jurisdiction of incorporation
0-19671 65-0273162
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Commission File Number I.R.S. Employer
Identification No.
12161 Lackland Road, St. Louis, Missouri 63146
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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 March 17, 1998 and
additional information are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release dated March 17, 1998
Exhibit 99.2 Additional Information to Series B Preferred Stock Agreement
SIGNATURES
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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: March 18, 1998 By: /s/ Michael R. Farris
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Michael R. Farris
Chief Executive Officer
EXHIBIT 99
NASDAQ SYMBOL: LASE
LASERSIGHT INCORPORATED NEGOTIATES NEW LIMITED CONVERSION
AND REDEMPTION RIGHTS ON COMPANY'S SERIES B PREFERRED STOCK
ORLANDO, Fla. (March 17, 1998) - LaserSight Incorporated entered into a new
agreement on March 13, 1998, with all holders of the company's Series B
preferred stock.
The preferred holders have agreed to limit their conversion of Series B
preferred stock to no more than 1 million shares of common stock between March
13 and Sept. 14, 1998, provided that this agreement receives approval from the
majority of shareholders of LaserSight's common stock at the annual meeting June
12, 1998.
Additionally, at any time between March 13 and Sept. 14, LaserSight has the
option to purchase any or all of the remaining Series B preferred stock at a 20
percent premium, provided that the company has the resources and approval from
the company's secured lender and that the overall agreement receives the
approval of shareholders. The agreement also encompasses a new formula that may
result in a maximum conversion price that is lower than the original $6.68 per
share and a lower exercise price of the warrants previously issued, should the
formula receive shareholders' approval.
"We believe this agreement reduces the amount of immediate dilution facing the
company and that it provides us with the latitude to execute our business plans
and to pursue further monetizing our patent portfolio," says Michael Farris,
LaserSight's president and chief executive officer. "Our obvious goal is to
reduce or eliminate our outstanding Series B stock as quickly as possible. We
are confident that this will restore shareholder value, particularly as we
implement our mission of being a leader in the vision correction industry."
Just prior to the conversion restriction becoming effective Friday, the
preferred holders submitted notices to LaserSight for the conversion of 244
shares of preferred stock into 1,402,634 shares of common stock. Common shares
now outstanding are 11,387,306. There are 700 shares, or $7 million worth, of
preferred stock outstanding. This new arrangement with preferred holders can be
voided if certain, adverse circumstances occur. If holders of LaserSight's
common stock do not approve the new agreement at the annual meeting, the company
is required to issue 750,000 additional warrants to the preferred holders to
purchase common stock equal to 115 percent of an average price of the common
stock for five days before or after the issuance of this press release.
<PAGE>
Additional details regarding this agreement are available in a Form 8-K report
filed with the Securities and Exchange Commission on March 16, 1998.
LaserSight's annual meeting is scheduled for June 12, 1998, in Orlando, Fla., at
the Clarion Plaza Hotel.
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
that the company files from time-to-time with the Securities and Exchange
Commission for a description of certain factors that 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: Julie Tockman, APR
Director, Corporate Relations
LaserSight Incorporated
(314) 469-3220 Ext. 3060
Visit us on the Internet at www.lase.
com
EXHIBIT 99.2
LASERSIGHT INCORPORATED AGREEMENT
WITH HOLDERS OF COMPANY'S SERIES B PREFERRED STOCK
EXECUTIVE SUMMARY / ADDITIONAL INFORMATION
March 17, 1998
o LaserSight Incorporated entered into a new agreement on March 13, 1998,
with all holders of the company's Series B preferred stock. The preferred
holders have agreed to limit their conversion of Series B preferred stock
to no more than 1 million shares of common stock between March 13 and Sept.
14, 1998, provided that this agreement receives approval from the majority
of shareholders of LaserSight's common stock at the annual meeting June 12,
1998.
o At any time between March 13 and Sept. 14, LaserSight has the option to
purchase any or all of the remaining Series B preferred stock at a 20
percent premium, provided that the agreement receives shareholders'
approval. The purchase of the Series B preferred stock would require
adequate new funding and the prior approval of LaserSight's secured lender.
The agreement also encompasses a new formula that may result in a lower
maximum conversion price and a lower exercise price of the warrants
previously issued, should the formula receive shareholders' approval.
o Just prior to the conversion restriction becoming effective Friday, the
preferred holders submitted notices to LaserSight for the conversion of 244
shares of preferred stock into 1,402,634 shares of common stock. Common
shares now outstanding are 11,387,306. There are approximately 700 shares,
or $7 million worth, of preferred stock outstanding.
o Currently, the Series B preferred stock conversion price equals $6.68 per
share or the average of the three lowest closing bid prices per share of
common stock during the preceding 30 days of trading - whichever price is
lower. Subject to approval of LaserSight's common stock shareholders and
the conversion restrictions being effective through Sept. 14, the fixed
conversion price of the Series B preferred stock may be reduced depending
on the price of the common stock for 20 days of trading prior to Sept. 14.
o Also subject to approval from the company's common stock shareholders is
that the exercise price of existing warrants issued to the preferred
holders in August 1997 will be reduced from $5.91 per share to 115 percent
of an average price of the common stock for five trading days as defined in
the agreement. The existing warrants could be exercised at any time through
August 29, 2002, and would not be subject to the 1 million common share
limit on conversions.
<PAGE>
o If LaserSight's common stock shareholders do not approve the change in the
fixed conversion price or the exercise price of existing warrants on or
before June 12, 1998, LaserSight will be required to issue 750,000
additional warrants to the preferred holders to purchase common stock at a
price equal to 115 percent of an average price of the common stock for five
trading days as defined in the agreement. The additional warrants would be
exercisable at any time through August 29, 2002, and would not be subject
to the 1 million share limit on conversions.
o This new arrangement with preferred holders can be voided if the company's
current ratio falls below 1.1 to 1; if the company's quarterly income or
loss from operations for the first two quarters of 1998 does not improve
relative to the prior quarters; or if the company undergoes a material
adverse change in its financial condition, operating results, assets,
liabilities, operations or business prospects. If the restrictions on
conversions are terminated prior to June 12, 1998, LaserSight will be
required to issue the additional warrants to the preferred holders.
o LaserSight's annual meeting is scheduled for June 12, 1998, in Orlando,
Fla., at the Clarion Plaza Hotel.
# # #
For additional information please contact: Julie Tockman, APR
Director, Corporate Relations
LaserSight Incorporated
(314) 469-3220 Ext. 3060
Visit us on the Internet at www.lase.
com
