Registration No. 333-________
As filed with the Securities and Exchange Commission on August 31, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LASERSIGHT INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 65-0273162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3300 University Boulevard, Suite 140
Orlando, Florida 32792
(407) 678-9900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
LASERSIGHT INCORPORATED
Amended and Restated Non-Employee Directors Stock Option Plan
(Full Title of Plan)
--------------------
Mr. Gregory L. Wilson Copy to:
Chief Financial Officer Mark L. Dosier, Esq.
LaserSight Incorporated Sonnenschein Nath & Rosenthal
3300 University Boulevard, Suite 140 8000 Sears Tower
Orlando, Florida 32792 Chicago, Illinois 60606
(407) 678-9900 (312) 876-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum
of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered (1) Price per Share(2) Price (2 Registration Fee
---------- -------------- ------------------ -------- ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 100,000 $4.70 $470,000 $138.65
par value(3)........ shares
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Common Stock of the Company, in order to prevent dilution, the
number of shares of Common Stock registered hereby shall be automatically
increased to cover the additional shares of Common Stock in accordance with Rule
416.
(2) Estimated solely for purpose of calculating the registration fee pursuant to
Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as amended. Based
on the average high and low prices reported for the Common Stock on The Nasdaq
Stock Market on August 28, 1998.
(3) Includes the associated preferred stock purchase rights (the "Rights") to
purchase one one-thousandth of a share of Series E Junior Participating
Preferred Stock. The Rights initially are attached to and trade with the Common
Stock of the Registrant. The value attributable to such Rights, if any, is
reflected in the offering price of the Common Stock.
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 ("Registration Statement")
registers 100,000 additional shares of common stock of LaserSight Incorporated
(the "Company"), par value $.001 per share, including the associated preferred
stock purchase rights issued pursuant to the Rights Agreement, dated as of July
2, 1998, between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the "Common Stock"), for issuance pursuant to awards granted under
the Company's Amended and Restated Non-Employee Directors Stock Option Plan. As
permitted by General Instruction E to Form S-8, the contents of an earlier
Registration Statement on Form S-8 in respect of the Company's Non-Employee
Directors Stock Option Plan, as filed with the Securities and Exchange
Commission (the "Commission") on November 26, 1996, Registration No. 333-16817,
are hereby incorporated herein by reference, except as otherwise updated or
modified by this Registration Statement.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by the Company (File
No. 0-19671) are incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997, as
amended by a Form 10-K/A filed on April 29, 1998;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998, as amended by the Form 10-Q/A filed on August 19,
1998;
3. Current Reports on Form 8-K filed on January 2, January 14, January 20,
January 22, February 17, February 27, March 13, March 16, March 18,
June 8, June 16, June 25, July 8, and August 4, 1998; and
4. The description of the Common Stock contained in the Company's
Registration Statement on Form S-3, as amended, (Reg. No. 333-59369)
initially filed with the Commission on July 17, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereunder have been sold or which deregisters all of the securities
offered then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actual and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed action or suit by or in
the right of the corporation if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as authorized in each
specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Company's Certificate of Incorporation ("Charter") provides that
directors and officers shall be indemnified as described above in this paragraph
to the fullest extent permitted by the DGCL; provided, however, that any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified only if such proceeding (or part
thereof) was authorized by the board of directors of the Company.
II-1
<PAGE>
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 145.
The Charter provides that, to the fullest extent permitted by the DGCL,
no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary as a director. Section
102(b)(7) of the DGCL currently provides that such provisions do not eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (relating to the declaration of dividends and
purchase or redemption of shares in violation of the DGCL), or (iv) for any
transaction from which the director derived an improper personal benefit.
Reference is made to the Charter and By-laws filed as Exhibits 4.1 and
4.2 hereto, respectively.
The Company maintains directors' and officers' liability insurance
policies covering certain liabilities of persons serving as officers and
directors and providing reimbursement to the Company for its indemnification of
such persons.
Item 8: Exhibits
The exhibit index set forth on page II-4 of this Registration Statement
is hereby incorporated herein by reference.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be filed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, this 31st day of August,
1998.
LASERSIGHT INCORPORATED
By: /s/ Gregory L. Wilson
--------------------------------------
Gregory L. Wilson, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Michael R. Farris* August 31, 1998
- ------------------------------------------------
Michael R. Farris, President, Chief Executive
Officer, and Director
/s/ Francis E. O'Donnell, Jr., M.D.* August 31, 1998
- -------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director
/s/ J. Richard Crowley* August 31, 1998
- -------------------------------------------------
J. Richard Crowley, Director
/s/ Terry A. Fuller, Ph.D.* August 31, 1998
- -------------------------------------------------
Terry A. Fuller, Ph.D., Director
/s/ Gary F. Jonas* August 31, 1998
- -------------------------------------------------
Gary F. Jonas, Director
/s/ Richard C. Lutzy* August 31, 1998
- -------------------------------------------------
Richard C. Lutzy, Director
/s/ David T. Pieroni* August 31, 1998
- ------------------------------------------------
David T. Pieroni, Director
/s/ Thomas Quinn* August 31, 1998
- ------------------------------------------------
Thomas Quinn, Director
/s/ Juliet Tammenoms Bakker* August 31, 1998
- ------------------------------------------------
Juliet Tammenoms Bakker, Director
/s/ Gregory L. Wilson August 31, 1998
- ------------------------------------------------
Gregory L. Wilson, Chief Financial Officer
(Principal financial and accounting officer)
___________________
*/ By: /s/ Gregory L. Wilson
` ----------------------------------------
(Gregory L. Wilson, as Attorney-in-Fact)
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 1 to the
Form 8-A/A (Amendment No. 4) filed by the Company on June 25, 1998).
4.2 By-laws (incorporated by reference to Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ending December 31, 1992 filed by
the Company on March 31, 1993).
4.3 Rights Agreement, dated as of July 2, 1998, between LaserSight Incorporated
and American Stock Transfer & Trust Company, as Rights Agent, which
includes (i) as Exhibit A thereto the form of Certificate of Designation of
the Series E Junior Participating Preferred Stock, (ii) as Exhibit B
thereto the form of Right certificate (separate certificates for the Rights
will not be issued until after the Distribution Date) and (iii) as Exhibit
C thereto the Summary of Stockholder Rights Agreement. (incorporated by
reference to Exhibit 99.1 to the Form 8-K filed by the Company on July 8,
1998).
5.1 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1).
24.1 Powers of Attorney.
II-4
EXHIBIT 5.1
SONNENSCHEIN NATH & ROSENTHAL
8000 SEARS TOWER
CHICAGO, ILLINOIS 60026
Mark L. Dosier
(312) 876-2470
August 31, 1998
LaserSight Incorporated
3300 University Boulevard, Suite 140
Orlando, Florida 32792
Gentlemen:
We have acted as counsel to LaserSight Incorporated, a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933 (the "Securities Act") pursuant to the
Company's Registration Statement on Form S-8 being filed on or about the date of
this letter (the "Registration Statement"), of an aggregate of 100,000 shares
(the "Shares") of the Company's common stock, par value $.001 per share, which
may from time to time be offered by the Company in connection with the Company's
Amended and Restated Non-Employee Directors Stock Option Plan (the "Plan"). This
opinion is being delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Amendment of Certificate of Incorporation of the Company as currently in effect,
various resolutions of the Board of Directors of the Company, and such
agreements, instruments, certificates of public officials and others, and such
other documents (including the Plan), certificates and records, and have made
such other investigations, as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
<PAGE>
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plan, when issued pursuant to,
and in accordance with, the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement. We do not, in
giving such consent, admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Mark L. Dosier
-----------------------------
Mark L. Dosier
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
LaserSight Incorporated
We consent to incorporation by reference in the registration statement on
Form S-8 of LaserSight Incorporated, to be filed with the Securities and
Exchange Commission on August 31, 1998, of our report dated February 27, 1998,
relating to the consolidated balance sheets of LaserSight Incorporated and
subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the December 31, 1997 annual report on Form 10-K of LaserSight Incorporated.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
August 31, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/Gregory L. Wilson
------------------------
Name: Gregory L. Wilson
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/Francis E. O'Donnell, Jr., M.D.
--------------------------------------
Name: Francis E. O'Donnell, Jr., M.D.
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as her true and lawful attorneys-in fact with
full power of substitution and resubstitution for her in her name, place and
stead, in any and all capacities, to sign on her behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/Juliet Tammenoms Bakker
------------------------------
Name: Juliet Tammenoms Bakker
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ J. Richard Crowley
-------------------------
Name: J. Richard Crowley
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ Michael R. Farris
------------------------
Name: Michael R. Farris
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ Terry A. Fuller, Ph.D.
-----------------------------
Name: Terry A. Fuller, Ph.D.
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ Gary F. Jonas
--------------------
Name: Gary F. Jonas
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ Richard C. Lutzy
-----------------------
Name: Richard C. Lutzy
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ David T. Pieroni
----------------------
Name: David T.Pieroni
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in fact with
full power of substitution and resubstitution for him in his name, place and
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-8 (collectively, the "Registration Statement") relating to
the offer and sale of up to 100,000 shares of the common stock, $.001 par value
(the "Common Stock"), of LaserSight Incorporated, a Delaware corporation,
issuable upon the exercise of outstanding options to purchase shares of Common
Stock, together with any and all amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 1998.
/s/ Thomas Quinn
-------------------
Name: Thomas Quinn
