SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
VISION TWENTY-ONE, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
92831N 10 1
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(CUSIP Number)
Gregory L. Wilson
Chief Financial Officer
LaserSight Incorporated
12249 Science Drive, Suite 160
Orlando, Florida 32826
(407) 382-2700
Copy to:
Sonnenschein Nath & Rosenthal
One Metropolitan Square
Suite 3000
St. Louis, Missouri 63102
(314) 241-1800
Attn: Timothy L. Elliott, Esq.
J. Timothy Gorman, Esq.
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 13, 1998
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(Date of Event which Requires
Filing of this Statement)
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CUSIP No. 92831N 10 1 13D Page 2 of 7 Pages
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
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CUSIP No. 92831N 10 1 13D Page 3 of 7 Pages
1. NAME OF REPORTING PERSON LASERSIGHT INCORPORATED
S.S. OR I.R.S. IDENTIFICATION NO. 65-0273162
2. CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7. SOLE VOTING POWER 566,167
SHARES
8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER 566,167
REPORTING
10. SHARED DISPOSITIVE POWER -0-
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,167
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%
14. TYPE OF REPORTING PERSON CO
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CUSIP No. 92831N 10 1 13D Page 4 of 7 Pages
This Amendment No. 2 ("Amendment") amends the Statement on Schedule 13D
filed by LaserSight on January 9, 1998 (the "Statement"), as previously amended
by that certain Amendment No. 1 filed by LaserSight on March 18, 1998.
Capitalized terms used herein and not defined herein have the meanings ascribed
to them in the Statement.
Item 2 of the Statement is amended and restated to read in full as follows:
This statement is filed by LaserSight Incorporated, a Delaware
corporation ("LaserSight"). LaserSight and its subsidiaries operate in two major
operating segments: technology and health care services. The technology segment
of LaserSight's operations includes LaserSight Technologies, Inc. and related
subsidiaries. These entities develop, manufacture and market ophthalmic lasers
with a galvanometric scanning system primarily for use in performing
photorefractive keratectomy. In addition, they license and hold title to various
patents related to the use of excimer lasers to ablate biological tissue and
related to keratome design and usage. The health care services segment consists
of MRF, Inc., d/b/a The Farris Group which provides consulting health care and
vision care services to hospitals, managed care companies and physicians. The
address of the principal business and principal office of LaserSight is 12249
Science Drive, Suite 160, Orlando, Florida 32826.
Information responsive to Items 2(a), 2(b), 2(c) and 2(f) of
Schedule 13D in respect of LaserSight is set forth in Annex I to this Schedule
13D and is incorporated herein by this reference.
During the last five years, neither LaserSight nor, to its
knowledge, any of its executive officers or directors (i) has been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or any violation with respect to such laws.
Item 4(a) of the Statement is amended and restated to read in full as follows:
(a) The Stock Distribution Agreement referred to in Item 6
requires Vision 21 to liquidate all of the Vision 21 Shares held by
LaserSight on or before specified dates with any shortfall payment due
May 29, 1998. Vision 21's Form S-1 Registration Statement, as amended
on dated May 12, 1998 (the "Vision 21 Registration Statement"),
relating to the Vision 21 Shares was declared effective by the
Securities and Exchange Commission on May 12, 1998. The Vision 21
Shares may be sold from time to time for the account of LaserSight in
one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at specified dates or
the time of sale or at negotiated prices. Pursuant to the Stock
Distribution Agreement, the Vision 21 Shares may also be liquidated by
means of a repurchase of such Shares by Vision 21.
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CUSIP No. 92831N 10 1 13D Page 5 of 7 Pages
Except as set forth in this Item 4, neither LaserSight nor, to
its knowledge, any of its executive officers or directors has any
present plans or proposals that relate to or that would result in any
of the actions specified in clauses (b) through (j) of Item 4 of
Schedule 13D.
Item 5(a) of the Statement is amended and restated to read in full as follows:
(a) As of the date hereof, LaserSight beneficially owns
566,167 Shares, representing approximately 4.0% of the 14,180,657
Shares outstanding as of April 30, 1998 (as reported in Vision 21's
Quarterly Report on Form 10-Q dated May 14, 1998). Thomas Quinn, a
LaserSight director, beneficially owns 46,050 or 0.3% of the
outstanding Shares. To LaserSight's knowledge, none of its other
executive officers or directors beneficially owns any Shares.
Item 5(c) of the Statement is amended and restated to read in full as follows:
Sales of Vision Twenty-One Shares for LaserSight's account
during the past 60 days are listed below. All such shares were effected
through ordinary brokerage transactions in the open market.
Date # of Shares Price Per Share
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05/13/98 35,648 $7.6889
05/14/98 25,000 $7.605
05/15/98 25,000 $7.505
Item 5(e) of the Statement is amended and restated to read in full as follows:
(e) According to the information disclosed in the Vision 21
Registration Statement, LaserSight ceased to be the beneficial owner of
more than five percent of the Shares on or before April 27, 1998.
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CUSIP No. 92831N 10 1 13D Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 15, 1998
LASERSIGHT INCORPORATED
By: \s\ Gregory L. Wilson
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Gregory L. Wilson
Chief Financial Officer
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CUSIP No. 92831N 10 1 13D Page 7 of 7 Pages
ANNEX I
The second sentence of Annex I is hereby amended and restated
to read in full as follows:
Except as otherwise noted, each such individual is a
citizen of the United States and the business address of each
such person is c/o LaserSight Incorporated, 12249 Science
Drive, Suite 160, Orlando, Florida 32826.
