SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-b (e)
(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LASERSIGHT INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
..........................................................................
2) Form, Schedule or Registration Statement No.:
..........................................................................
3) Filing Party:
..........................................................................
4) Date Filed:
..........................................................................
<PAGE>
LASERSIGHT INCORPORATED
12249 Science Drive, Suite 160
Orlando, Florida 32826
June 15, 1998
Dear LaserSight Incorporated Shareholder:
Recently you should have received Proxy Material related to LaserSight's annual
meeting of shareholders, which was scheduled for June 12, 1998. Because many of
the company's shares are held in retail brokerage accounts and due to delays in
the mail delivery since the proxy material was originally sent, a number of
shareholders reported not receiving their package as of the meeting date.
Likewise, on Friday we had not yet received the required number of votes to have
a quorum representation on our pending proposals. Therefore, we adjourned the
business portion of the annual meeting until June 30, 1998, to allow additional
time for shareholders to return their proxies.
As of Friday's meeting date, we had more than a 40 percent response rate with
90-plus percent in favor of the proposals. We need at least 51 percent to
achieve quorum. Please help by getting your votes in via the following several
ways:
* Using a touch-tone phone, call the toll-free number on the voting
instruction form and follow the recorded instructions. The 12-digit control
number needed for this voting method is located on the same form. This
method is fast and is immediately posted.
* Vote via the Internet by the following Web site: www.proxyvote.com
* If your shares are registered directly in your name, you can telecopy your
instruction card to 718-921-8334 to the attention of Isaac Kagan.
* Or send in your instruction card via mail.
YOUR VOTE IS ALWAYS IMPORTANT.
THANKS FOR YOUR CONTINUED SUPPORT.
If you have any questions or would like assistance in voting, please call Julie
Tockman at 314-469-3220, extension 3060.
Sincerely,
/s/Michael Farris
- - --------------------------
Michael Farris
President and Chief Executive Officer
Enclosure
<PAGE>
LASERSIGHT INCORPORATED
SUPPLEMENT DATED JUNE 16, 1998
TO PROXY STATEMENT DATED MAY 28, 1998
Following is a brief description of recent significant developments:
1. TLC Private Placement. On June 5, 1998, LaserSight completed a private
placement of 2,000,000 shares of its Series C Preferred Stock which
resulted in an $8,000,000 investment in LaserSight by TLC The Laser
Center Inc. Each share of Series C Preferred Stock is convertible on a
fixed, one-for-one basis into LaserSight's Common Stock.
2. Vision Twenty-One. On June 5, 1998, LaserSight received approximately
$4,300,000 in cash from the liquidation of the Vision Twenty-One, Inc.
stock received by LaserSight in December 1997 in connection with
LaserSight's sale of two of its health care subsidiaries.
3. Series B Preferred Stock. On June 5, 1998, LaserSight repurchased all
outstanding shares of its Series B Preferred Stock for $6,300,000
(including a 20% premium).
4. Loan Repayment. On June 5, 1998, LaserSight paid off all amounts owed to
its secured lender, Foothill Capital Corporation.
5. Dawson Samberg Private Placement. On June 12, 1998, LaserSight completed
a private placement of 2,000,000 shares of its Series D Preferred Stock
with Dawson Samberg Capital Management's Pequot Private Equity Fund,
L.P. and certain affiliates. This private placement resulted in an
$8,000,000 investment in LaserSight. The Series D Preferred Stock is
convertible on a one-for-one basis into 2,000,000 shares of Common
Stock, subject to certain adjustments in the event of future equity
financings based on a price of less than $4.00 per share of Common
Stock. So long as the Series D Preferred Stock is convertible into at
least 7.5% of the outstanding Common Stock, the holders of the Series D
Preferred Stock will be able to elect one member of LaserSight's Board
of Directors. Thereafter, as long as certain ownership thresholds are
maintained, the Holders of the Series D Preferred Stock are eligible to
nominate an individual to stand for election to LaserSight's Board of
Directors.
6. Effect on Series B Proposal. As disclosed in the Proxy Statement,
LaserSight's March 1998 agreement with the holders of the Series B
Preferred Stock provided that LaserSight would issue to such holders
additional warrants to purchase 750,000 shares of Common Stock at an
exercise price of $2.753 per share if the Series B Proposal was for any
reason not approved by LaserSight's common stockholders by June 12,
1998. LaserSight believes that, as a result of its repurchase of the
remaining Series B Preferred Stock on June 5, 1998, it no longer needed
stockholder approval to implement the remaining portions of the Series B
Proposal. LaserSight is discussing its position with the staff of The
NASDAQ Stock Market. There can be no assurance whether the NASDAQ staff
or the former holders of the Series B Preferred Stock will agree with
LaserSight's position. LaserSight is continuing to solicit proxies in
favor of the Series B Proposal.
7. Updated Principal Stockholder Information. The following table sets
forth information regarding the beneficial ownership of Common Stock as
a result of the private placements described above. The percentage
calculations have been computed in accordance with the rules of the
Securities and Exchange Commission based on the number of shares Common
<PAGE>
Stock outstanding as of June 12, 1998. None of the shares indicated
below are eligible to be voted on any of the proposals included in the
Proxy Statement. For purposes of the following table, each person's
"beneficial ownership" of the Common Stock has been determined in
accordance with the rules of the SEC.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name of Stockholder of Common Stock Common Stock Owned
- - ------------------- --------------- ------------------
<S> <C> <C>
TLC The Laser Center Inc. 2,000,000(1) 11.97%
5600 Explorer Drive
Suite 301
Mississauga, Ontario
Canada L4W 4Y2
Dawson Samberg Capital Management, Inc.(2) 2,000,000(3) 11.97%
354 Pequot Avenue
Southpoint, Connecticut 06490-0760
<FN>
(1) Represents Common Stock that would have been issuable if the indicated
person had converted all of its shares of Series C Preferred Stock at an
assumed conversion price of $4.00 per share.
(2) Represents shares held by three separate entities managed by Dawson
Samberg Capital Management, Inc.
(3) Represents Common Stock that would have been issuable if the indicated
person had converted all of its shares of Series D Preferred Stock at an
assumed conversion price of $4.00 per share.
</FN>
</TABLE>
