SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended September 30, 1997.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the Transition period from to .
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Commission File Number: 0-19671
LASERSIGHT INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 65-0273162
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(State of Incorporation) (IRS Employer Identification No.)
12161 Lackland Road, St. Louis, Missouri 63146
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(Address of principal executive offices) (Zip Code)
(314) 469-3220
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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The Number of shares of the registrant's Common Stock outstanding as of
November 13, 1997 is 9,984,672.
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EXPLANATORY NOTE
The filing amends certain previously-filed information contained in Part II.,
Item 1. No other items have been amended.
LASERSIGHT INCORPORATED AND SUBSIDIARIES
Except for the historical information contained herein, the discussion in this
Report contains forward-looking statements (within the meaning of Section 21E of
the Exchange Act) that involve risks and uncertainties. The Company's actual
results could differ materially from those discussed here. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in the sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations Uncertainties and Other Issues" in
this report and in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
INDEX
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Pillar Point Partners
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On March 25, 1997, the Company entered into an agreement with Pillar
Point Partners and each co-plaintiff to resolve this litigation. Under
the agreement, Pillar Point Partners and each co-plaintiff granted a
release from liability under any of their patents for certain of the
Company's ultraviolet laser corneal surgery systems and any service or
procedure performed with such systems before the effective date of the
agreement. The Company paid a nominal fee in April 1997 and agreed to
notify Pillar Point Partners and the co-plaintiffs before LaserSight
begins manufacturing or selling in the United States in the future. The
action was dismissed without prejudice in the United States District
Court for the District of Delaware on March 26, 1997.
VISX
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On May 27, 1997, the Company entered into a License Agreement with
VISX, Incorporated to settle this litigation as well as any and all
potential claims related to patent infringement prior to May 1, 1997.
The agreement calls for an aggregate of $230,400 to be paid in eight
quarterly installments of $28,800 each.
Euro Pacific Securities Service
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In June 1996, the Company filed a lawsuit in a Florida state court
against Euro Pacific Securities Service GMBH & Co., KG and Mr. Wolf
Wiese (collectively, the "Wiese Defendants") to collect the $1,140,000
balance due on a promissory note executed by the Wiese Defendants in
1995 relating to a stock subscription receivable. In September 1996,
the Wiese Defendants removed the lawsuit to the United States District
Court for the Middle District of Florida-Orlando Division.
In July 1997, after missing the deadline for filing counterclaims
against the Company, and without having obtained permission from the
Court to do so, the Wiese Defendants filed a separate lawsuit in the
same United States District Court against the Company and its
LaserSight Technologies subsidiary. In their lawsuit, the Wiese
Defendants alleged against the Company breach of contract, coercion to
enter into a contract, misrepresentation, together with other charges
and sought an unspecified amount of monetary damages. On October 20,
1997, the Company filed a motion to dismiss the Wiese Defendants'
lawsuit. That motion remained pending as of January 6, 1997. Management
believes, based in part on the advice of the Company's counsel, that
the lawsuit of the Wiese Defendants is without substantive merit, is
procedurally flawed and should not have a material adverse effect on
the Company's financial condition or results of operations.
The Company's lawsuit against the Wiese Defendants was tried on
December 15 and 16, 1997 and resulted in the issuance on December 29,
<PAGE>
1997 of a final judgment in favor of the Company in the amount of
$1,140,000, together with interest in the amount of $526,809 and costs
and attorneys' fees in an amount yet to be determined. The deadline for
the Wiese Defendants to appeal the judgment is January 28, 1998. The
Company is taking steps to collect on the judgment, but there can be no
assurance as to whether, when or in what amount it will be able to do
so. Any recovery on the portion of the judgment representing the
$1,140,000 amount due on the Wiese Defendants' promissory note will be
credited to stockholders' equity, but will have no effect on the
Company's results of operations.
Northern New Jersey Eye Institute
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In October 1997, the Company received a written request for mediation
and, if necessary, arbitration from the Northern New Jersey Eye
Institute, P.A. ("NNJEI"). The request related to the services
agreement (the "Services Agreement") between the Company's then
wholly-owned subsidiary, LSI Acquisition, Inc. ("LSIA"), and NNJEI that
was entered into as part of LSIA's acquisition of the assets of NNJEI
in July 1996. The request alleged breach of contract and fraud by LSIA
in connection with the Services Agreement and requested termination of
the Services Agreement, "several hundred thousand dollars in lost
income damages," and punitive damages in an amount to be determined.
The Company has denied NNJEI's allegations. The Company and NNJEI
discussed a possible restructuring of the relationship between LSIA and
NNJEI at a mediation session held on November 16, 1997 and in
subsequent correspondence, but did not reach an agreement. Thereafter,
the Company sold LSIA to Vision Twenty-One, Inc. ("Vision 21") on
December 31, 1997 in a transaction which was effective as of December
1, 1997. In connection with the LSIA sale, the Company agreed to
indemnify Vision 21 from certain claims related to the Services
Agreement arising before December 30, 1997. Management believes, based
in part on the advice of outside counsel, that the Company's
indemnification obligations under the Services Agreement should not
have a material adverse effect on the Company's financial condition or
results of operations.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned have duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
LaserSight Incorporated
Dated: January 9, 1998 By: /s/ Michael R. Farris
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Michael R. Farris,
Chief Executive Officer
Dated: January 9, 1998 By: /s/ Gregory L. Wilson
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Gregory L. Wilson,
Chief Financial Officer
