Filed Pursuant to Rule 424(b)(3)
File No. 333-36655
PROSPECTUS SUPPLEMENT NO. 1 dated March 4, 1998
(To Prospectus dated January 26, 1998)
10,464,708 Shares
LaserSight Incorporated
Common Stock ($.001 par value)
This Prospectus Supplement updates the Prospectus dated January 26,
1998 ("Prospectus") of LaserSight Incorporated, a Delaware corporation (the
"Company").
All of Note (1) on the cover page of the Prospectus should be deleted
and replaced with the following:
Note (1):
The number of Conversion Shares offered for sale by this Prospectus
equals the number of Conversion Shares that, based on the Conversion Price (as
defined below) of $2.677083 in effect on January 26, 1998 (the date of the
Prospectus), the Company's agreements with the holders of the Series B Preferred
Stock required it to cause to be registered under the Securities Act of 1933
(the "Securities Act"). Such number of Conversion Shares equals 200% of the
4,837,354 shares of Common Stock that would have been issuable if the holders of
all shares of outstanding Series B Preferred Stock had elected to convert such
shares as of January 23, 1998 and if a required shareholder approval had been
obtained prior to such date. The number of Conversion Shares that will be
ultimately issued is not limited, however, and could be more or less than the
number offered by this Prospectus. If as of any date the number of Shares then
eligible for sale by this Prospectus becomes less than 175% of the number of
Shares issuable or outstanding as of such date, the Company will be required to
cause the registration of additional Shares under the Securities Act.
On February 27, 1998, the Company's shareholders approved the issuance
of a number of Shares that could exceed 1,995,534 and approved an amendment to
the Company's certificate of incorporation to increase the number of authorized
shares of Common Stock of from 20,000,000 to 40,000,000, thereby allowing the
Company to reserve for issuance a number of shares of Common Stock equal to at
least 200% of the number of Shares presently issuable.
The Series B Preferred Stock is convertible at the option of any holder
thereof at any time or from time to time until August 29, 2000, on which date
all shares of Series B Preferred Stock then outstanding will, subject to certain
conditions, automatically be converted into Common Stock. The number of
Conversion Shares issuable upon the conversion of each of the 944 shares of
Series B Preferred Stock outstanding as of the date of this Prospectus
Supplement equals $10,000 divided by the Conversion Price in effect as of the
date of such conversion. As of any conversion date, the Conversion Price equals
the lesser of (i) $6.68 per share or (ii) the average of the three lowest
closing bid prices of the Common Stock during the 30 consecutive trading days
preceding such conversion date. See "The Offering," "Selling Shareholders,"
"Plan of Distribution," "Risk Factors--Potentially Unlimited Number of Shares
Issuable Upon Conversion of Preferred Stock" and "Description of
Securities--Preferred Stock."
<PAGE>
All of the text under the caption "The Offering--Shares Offered by
Selling Shareholders:" should be deleted and replaced with the following:
Shares Offered by Selling Shareholders:
Conversion Shares issued to date upon conversion
of Series B Preferred Stock None.
Conversion Shares issuable upon conversion of Minimum: 1,413,173 shares (1)
outstanding Series B Preferred Stock Current estimate: 4,979,340 (2)
Maximum: 9,674,708 shares (3)
Warrant Shares issuable upon exercise of Series B
Warrants (with an exercise price of $5.91 per
share) 790,000 Shares
(1) Represents the number of shares that would be issuable if all 944
shares of Series B Preferred Stock outstanding on the date of this
Prospectus were converted into Common Stock at the maximum Conversion Price
of $6.68 per share. See "Description of Securities--Preferred Stock--Series
B Preferred Stock.
(2) Represents the number of Conversion Shares that would have been
owned by the Selling Shareholders if they had converted all of their shares
of Series B Preferred Stock into Common Stock as of March 4, 1998. The
actual number of Conversion Shares issuable upon any conversion date will
equal (i) the original purchase price ($10,000 per share) of the preferred
shares being converted on such date divided by (ii) a Conversion Price
equal to the lesser of $6.68 per share or the average of the three lowest
closing bid prices of the Common Stock during the 30 consecutive trading
days preceding such conversion date. The actual number of Conversion Shares
ultimately issued will depend on, among other things, when the holders of
Series B Preferred Stock elect to convert their shares and the closing bid
prices of the Common Stock prior to each such conversion election.
Additional shares of Common Stock may from time to time be issued as
dividends on, or as payments of amounts due to the holders of, the Series B
Preferred Stock.
(3) Represents the number of Conversion Shares offered by this
Prospectus. This number could be less or more than the number of Conversion
Shares that are ultimately issued. If, as of any date, the number of
Conversion Shares then eligible for sale pursuant to this Prospectus
becomes less than 175% of the number of Conversion Shares issuable or
outstanding as of such date, the Company will be required to cause the
registration of additional Conversion Shares under the Securities Act. See
"Description of Securities--Preferred Stock."
All of the text in the second paragraph immediately following the
caption "Description of Securities" should be deleted and the replaced with the
following:
The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock and 10,000,000 shares of preferred stock, $.001 par
value, issuable in series. As of March 3, 1998, 9,984,672 shares of Common Stock
were outstanding (not including shares issuable upon the exercise of outstanding
stock options or upon the conversion of outstanding preferred stock). As of such
date, the only shares of preferred stock outstanding were 944 shares of the
Series B Preferred Stock.
<PAGE>
All of the text under the caption "Description of Securities--Preferred
Stock--Series B Preferred Stock" should be deleted and the replaced with the
following:
Series B Preferred Stock
On August 29, 1997, the Company issued 1,600 shares of Series B
Preferred Stock. On October 28, 1997, the Company completed an optional
redemption of 305 of such shares. The Company's option to redeem additional
shares of Series B Preferred Stock expired in January 1998. Pursuant to an
agreement dated February 4, 1998 between the Company and the holders of the
Series B Preferred Stock, the Company has repurchased at an additional 351
shares tendered by such preferred holders. As of the date of this Prospectus
Supplement, 944 shares of Series B Preferred Stock remain outstanding.
The Series B Preferred Stock is convertible in whole or in part into
Common Stock at the option of any holder of Series B Preferred Stock on any date
or dates until August 29, 2000, on which date all Series B Preferred Stock
remaining outstanding will automatically be converted into Common Stock,
provided that all shares of Common Stock issuable upon conversion of all
outstanding shares of Preferred Stock are then (i) authorized and reserved for
issuance, (ii) registered under the Securities Act for resale and (iii) eligible
to be traded on either the Nasdaq National Market, the Nasdaq Small Cap Market,
the New York Stock Exchange or the American Stock Exchange. As of any applicable
conversion date, the Conversion Price will equal the lesser of $6.68 per share
of Common Stock or the average of the three lowest closing bid prices of the
Common Stock during the 30 trading days preceding such conversion date. If a
conversion occurs when the Common Stock is not listed on the Nasdaq National
Market, the American Stock Exchange or the New York Stock Exchange, the
otherwise-applicable Conversion Price will be multiplied by 0.93.
Dividends on the Series B Preferred Stock are payable only to the
extent that dividends are payable on the Company's Common Stock. Each
outstanding share of Series B Preferred Stock entitles the holder thereof to a
liquidation preference equal to the sum of $10,000 plus the amount of unpaid
dividends, if any, accrued on such share.
In addition, if the Company were to default on certain of its
obligations, all or a portion of the Series B Preferred Stock would become
redeemable at the option of its holders at the Special Redemption Price (as
defined below). Such defaults include (i) subject to limited exceptions, if the
Company's registration statement under the Securities Act relating to the resale
of the Series B Conversion Shares or Series B Warrant Shares becomes unavailable
for such resales, or (ii) if the Company becomes required to register additional
Series B Conversion Shares, but for any reason fails to cause a registration
statement relating to such shares declared effective by the SEC within 30 days
after such obligation first arises.
For this purpose, the "Special Redemption Price" means a cash payment
equal to the greater of (i) the liquidation preference of $10,000 multiplied by
1.25 or (ii) a fraction, the numerator of which would equal the highest closing
bid price of the Common Stock during the period beginning 10 trading days before
the redemption date and ending five business days after such date, and the
denominator of which would equal the Conversion Price (as herein defined) that
would have been applicable if the preferred shares had been converted as of the
redemption date. Such redemption must be completed within five business days of
the event which required such redemption. Any delay in payment beyond such five
business days will cause such redemption amount to accrue interest at the rate
of 1% per month during the first 30 days, pro rated daily (2% monthly, pro rated
daily, thereafter).
<PAGE>
All of the text in the second paragraph immediately following the
caption "Selling Shareholders" should be deleted in its entirety and the
following should be inserted in its place:
SELLING SHAREHOLDERS
The following table sets forth certain information with regard to the
beneficial ownership of Series B Preferred Stock by the Selling Shareholders,
the beneficial ownership of Common Stock by the Selling Shareholders (where
indicated by footnote, on a pro forma basis as if all 944 outstanding shares of
Series B Preferred Stock had been converted into Common Stock as of March 4,
1998), and the number of shares of Common Stock to be offered by the Selling
Shareholders (also on a pro forma basis where indicated). The actual number of
shares of Common Stock beneficially owned or offered may vary and will be
reflected in a supplement to this Prospectus. See "The Offering."
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Owned Beneficially Owned
Shares of Prior to the Offering After the Offering
Preferred --------------------- ------------------
Selling Shareholder Stock Common
------------------- Presently Conversion Warrant Stock Number Percent of
Owned(1) Shares(1) Shares(2) to be Sold of Shares Outstanding*
--------- ---------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
CC Investments, LDC 295 1,556,044 234,375 1,790,419 -- --
Societe Generale 177 933,626 140,625 1,074,251 -- --
Shepherd Investments 236
International, Ltd. 1,244,835 187,500 1,432,335 -- --
Stark International 236 1,244,835 187,500 1,432,335 -- --
Harlan P. Kleiman N/A -- 26,516 26,516 -- --
Robert K. Schacter N/A -- 8,188 8,188 -- --
Thomas J. Griesel N/A -- 1,416 1,416 -- --
Steven Lamar N/A -- 3,880 3,880 -- --
<FN>
______________
* Without giving effect to any exercise of the Series B Warrants.
1 As of the date of this Prospectus, no Selling Shareholder owned any shares
of Common Stock. The number of Conversion Shares indicated is the pro forma
number that would have been owned by a Selling Shareholder if it had
converted all of its Series B Preferred Stock into Common Stock as of March
4, 1998. The actual number of Conversion Shares to be received by such
Selling Shareholder, which may be significantly more or less than the
number indicated, will be reflected in another supplement to (or amendment
of) the Prospectus following the conversion of such Series B Preferred
Stock.
2 Assumes the exercise in full by such Selling Shareholder of its Series B
Warrants (with an exercise price of $5.91 per share). See "Description of
Securities--Warrants."
</FN>
</TABLE>
