SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-19671
LASERSIGHT INCORPORATED
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0273162
-------- ----------
(State of incorporation) (I.R.S. Employer
Identification No.)
12249 Science Drive, Suite 160, Orlando, Florida 32826
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 382-2700
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None N/A
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
-----------------------------
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( X )
The aggregate market value of the voting stock held by non-affiliates
of the registrant based on the closing sale price on April 28, 1998 was
approximately $45,602,456.
Number of shares of Common Stock outstanding as of April 28, 1998:
12,712,712.
EXPLANATORY NOTE
This filing amends certain information on the cover page and certain
other previously-filed information contained in Items 10, 11, 12 and 13. No
other items have been amended.
<PAGE>
PART III
Item 10. Directors and Executive Officers
The Company's executive officers and directors are set forth below. The
terms of all incumbent directors expire at the Annual Meeting of the Company's
stockholders on June 12, 1998 (the "Annual Meeting") or at such later time as
their successors have been duly elected and qualified.
<TABLE>
<CAPTION>
Name Age Title Director Since
- ---- --- ----- --------------
<S> <C> <C> <C>
Michael R. Farris 38 President, Chief Executive Officer and Director 1995
Francis E. O'Donnell, Jr., M.D. 48 Chairman of the Board 1992
Thomas Quinn 49 Director 1994
Richard C. Lutzy 52 Director 1995
J. Richard Crowley 42 President and Chief Operating Officer of
LaserSight Technologies and Director 1994
David T. Pieroni 52 Director 1996
Terry A. Fuller, Ph.D. 49 Director 1997
Richard L. Stensrud 61 Chief Operating Officer N/A
Gregory L. Wilson 40 Chief Financial Officer N/A
- ---------------------
</TABLE>
Mr. Farris has been the Company's President and Chief Executive Officer
since November 1995. He had previously been President and Chief Executive
Officer of The Farris Group ("TFG") (which the Company acquired from Mr. Farris
in February 1994) and predecessor consulting and search firms for more than 10
years.
Dr. O'Donnell has been the Chairman of the Board of the Company since
April 1993. He also was Chief Executive Officer of the Company from April 1993
to July 1993. He is the Medical Director of the O'Donnell Eye Institute, St.
Louis, Missouri, which has performed photorefractive keratectomy procedures
since 1989. He is Chairman and Chief Executive Officer of Per Ardua and BioKeys,
privately-held biopharmaceutical companies. He is a member of Laser Skin Toner,
L.L.C., a privately-held aesthetic laser company, and Sublase, L.L.C., a
privately-held medical laser company. He is also a Clinical Professor of
Ophthalmology at the St. Louis University School of Medicine.
Mr. Quinn has been President of Smithton Rockwell & Irwin, a development
company in the areas of healthcare management services and consulting programs
for managed care, since February 1998. From 1995 to 1997, he was a Vice
President of the Hospital Alliance Division of Olsten Kimberly QualityCare, a
home health care management services provider and a subsidiary of Olsten Corp.
From 1992 to 1995, he was Vice President of Sales and Marketing of Integrated
Health Services, Inc., a post-acute health care provider.
Mr. Lutzy has been the founder and Chief Executive Officer of Palmer
Capital Corporation, a financial advisory and venture capital services company,
since 1988. From 1981 through 1987, he was Managing Director of Merrill Lynch
Private Capital, Ltd., a London-based investment banking subsidiary of Merrill
Lynch & Company. He is a director of Acamedica, a privately-held demand
management company, and Markman Company, a privately-held insurance financial
services organization.
Mr. Crowley has been President of LaserSight Technologies since October
1997 and its Chief Operating Officer since June 1997. He had previously been the
Chief Operating Officer and Chief Financial Officer of Clinical Diagnostic
Systems, Inc., a medical diagnostic testing company, since 1991. From 1984 to
1991, he was President and Chief Financial Officer of Control Laser Corporation,
a manufacturer of industrial lasers.
<PAGE>
Mr. Pieroni has been President of Pieroni Management Counselors, Inc., a
management consulting company, since September 1996 and during a portion of
1995. He was President of the Company's TFG subsidiary from November 1995 to
September 1996. From 1991 to 1995, he was President of Spencer & Spencer
Systems, Inc., an information systems consulting company. From 1977 to 1990, he
was a partner in the health care and management consulting practice of a
predecessor of Ernst & Young LLP. He is a director of Citation Computer Systems
Inc., a health care software company.
Dr. Fuller has been President and Chief Executive Officer of Fuller
Research Corporation, a privately-held producer of high-technology surgical
devices, since March 1984. Since December 1997, he has also been President and
Chief Executive Officer of Laser Skin Toner, L.L.C. From 1990 to November 1996,
he was Chief Operating Officer and Executive Vice-President of Surgical Laser
Technologies, Inc., a producer of laser systems for surgical use.
Mr. Stensrud has been the Chief Operating Officer of the Company since
September 1996 and the President of TFG since May 1997. He was a director of the
Company from June 1995 until September 1996. Prior to his employment by the
Company, he had operated a consulting practice serving small health care
companies since 1990. He is a director of Horizon Medical, Inc.
and Aisa Enterprises, Inc.
Mr. Wilson has been Chief Financial Officer of the Company since July 1994
and of its TFG subsidiary since 1993. From 1986 to 1993, he was a management
consultant with Deloitte & Touche LLP, an international accounting and
consulting firm.
<PAGE>
Item 11. Executive Compensation
The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Company in all
capacities during 1995, 1996 and 1997 for (i) the Company's Chief Executive
Officer ("CEO"), and (ii) each of the other executive officers of the Company
serving at December 31, 1997 whose total annual salary and bonus for 1997
exceeded $100,000 (collectively, the "Named Executive Officers"). During such
years, the Company did not make any grants of stock appreciation rights ("SARs")
or restricted stock or any awards or payouts under any long-term incentive plan.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compen-
sation
Annual Compensation Awards
------------------- ------
Other Securities All
Annual Underlying Other
Compen- Options/ Compensation
Name and Principal Position Year Salary ($) Bonus ($) sation SARs(#) ($)
--------------------------- ---- ----------- --------- ------- ------- ---
<S> <C> <C> <C> <C> <C> <C>
Michael R. Farris................ 1997 250,000 -- -- -- --
President and CEO(1) 1996 250,000 -- -- -- --
1995 150,000 120,178 -- 35,000 --
Richard L. Stensrud.............. 1997 125,000 -- -- -- --
Chief Operating Officer of the 1996 43,750 -- -- 100,000 --
Company and President of TFG(2)
Gregory L. Wilson................ 1997 150,000 -- -- -- --
Chief Financial Officer 1996 120,000 -- -- -- --
1995 105,000 10,000 -- 10,000 --
<FN>
1 Mr. Farris joined the Company in February 1994 and been President and CEO since November 1995.
2 Mr. Stensrud joined the Company in September 1996 and has been its Chief Operating Officer since that time and
President of TFG since May 1997.
</FN>
</TABLE>
No stock options or SARs were granted to the Named Executive Officers
during 1997.
<PAGE>
The following table sets forth certain information relating to options
held by the Named Executive Officers at December 31, 1997:
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/
Options/SARs at SARs at Year-End($)(1)(2)
--------------- -------------------------
Year-End(#)(1)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized($)(1) Unexercisable Unexercisable
---- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Michael R. Farris............ -- -- 55,000/0 $0/0
Richard L. Stensrud.......... -- -- 45,000/60,000 $0/0
Gregory L. Wilson............ -- -- 10,000/0 $0/0
<FN>
(1) No SARs have been issued by the Company.
(2) The $2.75 closing price of the Common Stock on the Nasdaq National
Market on December 31, 1997 was less than the exercise price for
each such option.
</FN>
</TABLE>
Compensation of Directors
Each non-employee Director receives a fee of $500 for each board or
committee meeting attended. In addition, during 1997, each non-employee
director was granted an option under the Company's Non-Employee Directors
Stock Option Plan to purchase 15,000 shares of Common Stock and each committee
chairman and the Chairman of Board was granted an additional option to
purchase 5,000 shares. The exercise price of each such option was $7.00 per
share (100% of the market price of Common Stock on the date of grant).
Directors who are also full-time employees of the Company received no
additional cash compensation for services as directors.
Employment Agreements
In December 1995, the Company entered into an employment agreement with
Mr. Farris (the "Employment Agreement"). The Employment Agreement provides for
a three-year term, an annual salary of $150,000, and an annual bonus equal to
10% of the net pre-tax profit of TFG. If employment of Mr. Farris is
terminated by the Company without "cause" or by him with "good reason" (as
such terms are defined in the Employment Agreement), Mr. Farris would be
entitled to all salary and other benefits under his Employment Agreement
through the lesser of (i) the remaining term of the Agreement or (ii) one year
after the date of his termination. Under such circumstances, the amount of
bonus for the post-termination period would equal the greater of (x) $100,000
or (y) the product of the most recent actual quarterly bonus amount multiplied
by the number of full or fractional fiscal quarters during a one-year
post-termination period. The Employment Agreement includes non-compete and
confidentiality covenants. The Company intends to revise Mr. Farris'
employment agreement during 1998 to link his bonus opportunity to company-wide
performance rather than to the performance of TFG.
Under the Company's employment agreement with Mr. Stensrud dated September
1996 and amended effective July 1, 1997, Mr. Stensrud is entitled to an annual
salary of $100,000, a car allowance, club dues and other expense
<PAGE>
reimbursement. If Mr. Stensrud's employment is terminated without "cause" (as
defined in the agreement) during the four-year term of the contract, he is
entitled to his base salary for one year after the date of his termination.
The agreement includes non-compete and confidentiality covenants.
Severance Arrangement
In connection with the resignation of Mr. Pieroni as President of TFG and
Chief Development Officer of the Company in September 1996, the Company
agreed, in lieu of the provisions under his employment agreement, to the
following: (i) the payment of six months salary ($75,000) in monthly
installments, (ii) the amendment of Mr. Pieroni's option to purchase 200,000
shares of Common Stock at an exercise price of $11.25 per share to provide
that as to 100,000 shares, such options become fully exercisable, and as to
the remaining 100,000 shares, the options will be canceled, and (iii) the
continuation of a car allowance, office space and clerical support for six
months. The Company has not yet determined whether the options should remain
exercisable for more than 90 days after the termination of Mr. Pieroni's
service as a director.
Compensation Committee Interlocks and Insider Participation
During 1997, Messrs. Lutzy, Quinn and Crowley each served as members of
the Company's Executive Compensation and Stock Option Committee. In June 1997,
Mr. Crowley resigned from the committee upon his employment with the Company.
In January 1998, Mr. Fuller was appointed as a member of the committee. None
of the members of this Committee were employees of the Company while serving
on the Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of April 27, 1998 by (i) each person
known to the Company to beneficially own 5% or more of the Common Stock, (ii)
each Director, and (iii) all officers and directors of the Company as a group.
Each number of shares of Common Stock shown as owned below assumes the
exercise of all currently-exercisable options and warrants and the conversion
of all convertible securities held by the applicable person or group. Each
percentage shown assumes the exercise of all such options and warrants and the
conversion of such convertible securities by the applicable person or group,
but assumes that no options, warrants or convertible securities held by any
other persons are exercised or converted. Unless otherwise indicated below,
the persons named below have sole voting and investment power with respect to
the number of shares set forth opposite their respective names. 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 Securities and
Exchange Commission ("SEC").
<PAGE>
<TABLE>
<CAPTION>
Name of Number of Shares of % of Common
Individual or Group Position Held Common Stock Stock Owned
------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Francis E. O'Donnell, Jr., M.D. Chairman of the Board; Director 424,552 (1)(2) 3.3
Michael R. Farris President and Chief Executive 450,200 (2) 3.5
Officer; Director
J. Richard Crowley President, LaserSight Technologies, 68,000 (2) *
Inc.; Director
Terry A. Fuller Director -- --
Richard C. Lutzy Director 36,000 (2) *
Thomas Quinn Director 46,050 (2) *
David T. Pieroni Director 117,500 (2) *
Richard Stensrud Chief Operating Officer; President, 45,110 (2) *
TFG
Gregory L. Wilson Chief Financial Officer 25,000 (2) *
All directors and executive officers 1,212,412 (2) 9.2
as a group (9 persons)
James W. Vaughan (3) 969,725 7.6
2470 Schuetz Road
Maryland Heights, MO 63043
Stark International and 1,678,486 (5) 11.7
Shepherd Investments International, Ltd. (4)
c/o Staro Asset Management, L.L.C.
1500 West Market Street
Mequon, WI 53092
Societe Generale 721,909 (5) 5.4
c/o Societe Generale Securities Corp.
1221 Avenue of the Americas
New York, NY 10020
CC Investments, LDC 661,531 (5) 4.9
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
<FN>
* Less than 1%.
(1) Includes 262,274 shares held by the Irrevocable Trust No. 7 for the
benefit of the Francis E. O'Donnell, Jr., M.D. Trust and 22,778 shares
held by the Francis E. O'Donnell, Jr. Descendants Trust. Ms. Kathleen M.
O'Donnell, the sister of Dr. O'Donnell, is trustee of both Trusts. Dr.
O'Donnell disclaims beneficial ownership of such shares.
(2) Includes options to acquire shares of Common Stock which are now
exercisable or will first become exercisable on or before June 26, 1998,
as follows: Dr. O'Donnell (111,000); Mr. Farris (35,000); Mr. Crowley
(65,000); Mr. Fuller (none); Mr. Lutzy (35,000); Mr. Quinn (45,000); Mr.
Pieroni (115,000); Mr. Stensrud (45,000); Mr. Wilson (10,000); and all
directors and executive officers as a group (461,000).
(3) Information derived from an amended Schedule 13D filed by Mr. Vaughan on
March 2, 1998.
<PAGE>
(4) Based on a Schedule 13D filed by Michael Roth and Brian Stark on October
1, 1997, such shares may be deemed to be beneficially owned by Messrs.
Roth and Stark, who are investment fund managers for Staro Asset
Management, L.L.C. The business address of Messrs. Roth and Stark is the
same as that of Staro Asset Management, L.L.C.
(5) Such shares of Common Stock (none of which were outstanding as of April
27, 1998) represent the number of shares of Common Stock that would have
been issuable if the indicated person had converted all of its shares of
the Series B Preferred Stock at an assumed conversion price of $2.270833
per share (the conversion price in effect on April 27, 1998) and exercised
all of its warrants to purchase shares of Common Stock at a price of $5.91
per share, as set forth in the following table:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Shares of Common Stock Issuable Upon
Series B ------------------------------------
Preferred Conversion of Exercise of
Stockholder Shares Held Series B Preferred Warrants
----------- ----------- ------------------ --------
<S> <C> <C> <C>
Societe Generale 132 581,284 140,625
Stark International and Shepherd
Investments International, Ltd. 296 1,303,486 375,000
CC Investments, LDC 97 427,156 234,375
-- ------- -------
525 2,311,926 750,000
=== ========= =======
<FN>
The actual number of shares of Common Stock to be issued upon the
conversion of the Series B Preferred Stock cannot be determined at this
time, but will be based on the following formula: First, multiply the
number of shares of Preferred Stock being converted by the face amount
($10,000 per share). Then divide this dollar amount by a conversion price
equal to 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-trading
day period preceding the conversion date.
No holder can convert its shares into Common Stock to the extent that such
conversion would result in its beneficial ownership of more than 4.9%
(9.9% in the case of Stark International and Shepherd Investments
International Ltd.) of the Common Stock that would be outstanding after
giving effect to such conversion. However, this restriction can be
terminated upon 90 days' written notice to the Company by the holders of a
majority of the Series B Preferred Stock.
In March 1998, the holders of the Series B Preferred Stock agreed to limit
their conversions so as to result in an aggregate of no more than
1,000,000 shares of Common Stock through June 12, 1998. As of April 27,
1998, 989,586 of such 1,000,000 shares had been issued. Such limit on
conversions will be extended to September 14, 1998 if the Company's
stockholders approve an amendment to the terms of the Series B Preferred
Stock at the Annual Meeting. The conversion limit may be terminated at any
time under certain conditions, including upon the occurrence of a material
adverse change in the Company's financial condition, operating results,
assets, liabilities, operations or business prospects.
Share amounts exclude Common Stock issued through April 27, 1998 upon
conversions of Series B Preferred Stock as follows: Stark International
(505,868), Shepherd Investments International, Ltd. (505,868), CC
Investments, LDC (1,130,970), and Societe Generale (249,514). The Company
believes that such shares of Common Stock have been sold pursuant to a
registration statement under the Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than
10% of the outstanding Common Stock, to file reports of ownership and changes
in ownership of such securities with the SEC. Officers, directors and over-10%
beneficial owners are required to furnish the Company with copies of all
Section 16(a) forms they file. Based solely upon a review of the copies of the
forms furnished to the Company, and/or written representations from certain
reporting persons that no other reports were required, the Company believes
that all Section 16(a) filing requirements applicable to its officers,
directors and over-10% beneficial owners during or with respect to the year
ended December 31, 1997 were met.
Item 13. Certain Relations and Related Transactions
LaserSight Centers. In March 1997, pursuant to an amendment to a
previously-reported 1993 acquisition agreement (as so amended, the "Amended
Centers Agreement"), the Company issued 625,000 unregistered shares of Common
Stock to a group of former stockholders and former optionholders (the "Former
Centers Holders") of LaserSight Centers Incorporated ("LaserSight Centers"), a
developmental stage company that the Company acquired in April 1993 and
through which the Company intends to begin to provide services for ophthalmic
laser surgical centers using excimer and other lasers. The Amended Centers
Agreement also provides for issuance of up to 600,000 additional shares of
Common Stock to the Former Centers Holders to the extent that a revised
earnout (as described below) is satisfied through March 31, 2002. Trusts for
the benefit of Dr. O'Donnell, the Chairman of the Board of the Company, or his
descendants (collectively, the "O'Donnell Trusts") received 226,644
(approximately 36%) of the 625,000 shares issued and would be entitled to
receive the same percentage of any additional shares issued.
Under the Amended Centers Agreement, Earnout Shares are issuable at the
rate of one share of Common Stock per $4.00 of PRK Earnings (as defined)
received by the Company through March 31, 2002. No Earnout Shares have become
issuable as of the date of this Report on Form 10-K/A. For this purpose, the
following items are considered revenue: (i) per procedure revenues received by
the Company in connection with the utilization of a fixed or mobile excimer
laser owned or operated by the Company to perform photorefractive keratectomy
("PRK") and treat myopia, astigmatism and hyperopia; (ii) certain revenues
received by the Company from managed care companies or employers for arranging
the delivery of PRK, and (iii) any royalties received by the Company on
account of patents assigned to LaserSight Centers. The Amended Centers
Agreement excludes the following from the computation of PRK Earnings: (i)
revenues derived from the manufacture and servicing of excimer lasers, (ii)
fees from patents not assigned to LaserSight Centers, (iii) managed care fees
for non-PRK services, and (iv) revenues from non-excimer procedures.
Management of the Company believes that these exclusions will benefit the
Company by eliminating uncertainty as to how the LaserSight Centers earnout is
to be computed. In addition, the Company is no longer required to use
LaserSight Centers as its exclusive representative in the U.S. and Canada for
the sale and distribution of ophthalmic refractive lasers or related
refractive procedures. However, it may be in the interest of Dr. O'Donnell for
the Company to pursue business strategies that maximize the issuance of
Earnout Shares.
In March 1997, the Company also amended its previously-reported royalty
agreement (as so amended, the "Amended Royalty Agreement") with Laser
Partners, a Florida general partnership, that it had entered into shortly
before the LaserSight Centers acquisition. The Amended Royalty Agreement
reduces the maximum per eye royalty to be paid by the Company from $86 to $43,
and delays the commencement of such royalty payments until after March 2002
or, if sooner, the delivery of all of the 600,000 shares contingently issuable
under the earnout provisions of the Amended Centers Agreement. The Company's
<PAGE>
obligations under the Amended Royalty Agreement are perpetual. The Company
understands that one of the O'Donnell Trusts is a partner of Laser Partners
with a 36% partnership interest.
The Amended Royalty Agreement provides that the Company is not required to
pay a royalty in connection with any of the following: (i) procedures which do
not involve both an excimer laser and PRK, (ii) laser procedures performed by
a third party in connection with any license granted by the Company, and (iii)
laser procedures performed pursuant to a contract with a managed care company
or an employer, pursuant to which the Company agrees to arrange for the
delivery of eye care services other than PRK or for eye care services which
include PRK without any identifiable fee attributable thereto. The management
of the Company believes that these exclusions reduce the scope of the
Company's obligation to make royalty payments. It may be in the interest of
Dr. O'Donnell for the Company to pursue business strategies that maximize such
royalty payments.
The Board of Directors has discretion to discontinue, sell or transfer at
any time the Company's business related to arranging for the performance of
PRK.
Sale of Laser System. As previously reported, in December 1995, the Company
sold one of its laser systems to a company owned by Dr. O'Donnell at a price
of $235,000 for use in clinical trials. The Company received payment of the
$235,000 in January 1997.
Acquisition of MRF, Inc. Pursuant to a December 1995 amendment to the
earnout provisions of the agreement pursuant to which the Company had acquired
TFG from Mr. Farris in February 1994, the Company and Mr. Farris agreed that
the earnout would be payable in shares of Common Stock in both January 1997
(based on TFG's annual performance during 1994, 1995, and 1996) and January
1999 (based on TFG's annual performance during 1997 and 1998). The 406,700
earnout shares which had been earned under the amended agreement for the
three-year period ended December 31, 1996 were issued in April 1997. In view
of TFG's losses in 1997, no earnout shares were payable for that year. If TFG
has pre-tax income in 1998, Mr. Farris will be entitled to a number of earnout
shares equal to 750,000 multiplied by a fraction, the numerator of which is
the amount of such pre-tax income and the denominator of which is $3.3
million, provided that such number of earnout shares cannot exceed 343,300. It
may be in the interest of Mr. Farris for the Company to pursue business
strategies that maximize the issuance of MRF Earnout Shares.
Consulting Arrangement. In May 1997, the Company's LaserSight Technologies
subsidiary entered into an agreement, effective as of January 1, 1997, with
Dr. Byron A. Santos ("Dr. Santos"), an ophthalmologist employed by the
O'Donnell Eye Institute, a corporation of which Dr. O'Donnell, the Chairman of
the Board of the Company, is the Medical Director and owner. The amount that
became payable to Dr. Santos under this agreement during 1997 was $96,000.
Under the agreement, Dr. Santos is required to be available to provide a
minimum of 40 hours of services each month. Such services have related to the
development of the LaserScan 2000 excimer laser system, the development of
clinical protocols, and training and other consulting services. The agreement
provides for a term ending December 31, 2002, subject to LaserSight
Technologies' right to terminate the agreement in the event that Dr. Santos
fails to perform in accordance with the terms of the agreement.
Fuller Agreement. The Company and Dr. Fuller have entered into discussions
concerning Dr. Fuller's performance of certain consulting services with
respect to the Company's patent portfolio. In exchange for his consulting
services, the Company anticipates granting Dr. Fuller an option to acquire
shares of Common Stock pursuant to the Company's 1996 Equity Incentive Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
LASERSIGHT INCORPORATED
Dated: April 29, 1998 By: /s/ Michael R. Farris
-----------------------
Michael R. Farris, President and
Chief Executive Officer
Dated: April 29, 1998 By: /s/ Gregory L. Wilson
-----------------------
Gregory L. Wilson, Chief Financial Officer
(Principal accounting officer)
