SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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LaserSight Incorporated
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LASERSIGHT INCORPORATED
12161 Lackland Road
St. Louis, Missouri 63146
Feb. 12, 1998
Dear LaserSight Stockholder:
You recently received detailed proxy material prior to the Feb. 27th special
meeting for stockholders, and enclosed for your review is supplemental
information regarding the closing of our $7.5 million transaction with Nidek.
Your vote for all three proposals is critical to your investment and to the
future of LaserSight, primarily due to the business value of the company's
intellectual property. You may recall that when we purchased the IBM patents
last August, we had indicated that the funding agreement established with the
holders of the Series B Preferred Stock would require your approval/vote at an
appropriate time thereafter. Your positive votes for the Feb. 27 meeting are the
critical steps we need.
Passing Proposals #1 and # 2 would allow us to move onward with our business
plan. Completing this major IBM-related project will be one of our most
important milestones.
We need your Yes vote on all of the proposals to prevent the Preferred
Shareholders from obtaining the right to force LaserSight to buy back their
stock at a premium price. Such a buyback would cripple the company, just as we
are picking up momentum. We appreciate your support.
Sincerely,
/s/ Michael R. Farris
Michael R. Farris
President and Chief Executive Officer
Enclosure
<PAGE>
LASERSIGHT INCORPORATED
12161 Lackland Road
St. Louis, Missouri 63146
_________
SUPPLEMENT DATED FEBRUARY 13, 1998 TO PROXY STATEMENT
________
SPECIAL MEETING OF STOCKHOLDERS
To be held on February 27, 1998
To our Stockholders:
We have previously mailed a copy of our proxy statement dated January 30,
1998 (the "Proxy Statement") to all of our stockholders of record as of January
16, 1998. The Proxy Statement relates to the Special Meeting of Stockholders of
LaserSight Incorporated ("LaserSight") to be held at the Sheraton Plaza Hotel,
900 West Port Plaza, St. Louis, Missouri 63146, on February 27, 1998 at 10:00
a.m., local time. This Supplement is to tell you about the following recent
developments:
Closing of Nidek Patent Transaction
On February 10, 1998, LaserSight closed its transaction (the "Nidek
Transaction") with Nidek Co., Ltd., a Japanese surgical and diagnostic products
company ("Nidek"). The Closing resulted on Nidek's payment of $7.5 million in
cash (of which $200,000 was withheld for the payment of Japanese taxes) in
exchange for LaserSight's grant to Nidek of certain rights in certain of the
patents that LaserSight acquired from International Business Machines
Corporation (the "IBM Patents") in August 1997 with the proceeds of LaserSight's
private offering of the Series B Preferred Stock. (This sale of Series B
Preferred Stock is one of the items that stockholders are being asked to approve
at the Special Meeting.) The Nidek Transaction brings to approximately $11.9
million the total amount of lump-sum and periodic cash payments (before
transaction expenses and witholding taxes) that LaserSight has received to date
as a result of its acquisition of the IBM Patents.
LaserSight continues to hold the following rights relating to the IBM
Patents:
o A nonexclusive license to use (subject to the payment of a per unit
royalty) the Non-U.S. Patents in the ophthalmic field in all countries
that issued them.
o An exclusive to use and sublicense the Non-U.S. Patents in all fields
other than the ophthalmic, cardiovascular and vascular areas (subject
to a 2% royalty in certain countries).
o The ownership of the IBM Patents issued in the United States, subject
to non-exclusive licenses granted to Nidek and five ophthalmic laser
system producers (including Visx, Summit Technology and Autonomous
Technologies) and to an exclusive license to use the IBM Patents in the
vascular and cardiovascular fields.
o The right to receive royalties from Visx and Summit Technology equal to
2% of their U.S. revenue from the sale of laser systems that rely on
the IBM Patents.
<PAGE>
LaserSight's management believes that these rights offer LaserSight substantial
future opportunity.
Agreement with the Series B Preferred Holders
In exchange for the consent of the holders of its Series B Preferred Stock
that LaserSight had to obtain to be able to complete the Nidek Transaction,
LaserSight entered into the following agreement with its preferred stockholders:
o LaserSight deposited $4.2 million of the proceeds from the Nidek
Transaction into a blocked account for the exclusive benefit of the
holders of the Series B Preferred Stock. (The $3.1 million remainder of
the $7.3 million of proceeds that LaserSight received in connection
with the Nidek Transaction is available for its general corporate
purposes after payment of expenses estimated at $100,000.)
o The preferred stockholders received an option to sell to LaserSight
shares of Series B Preferred Stock with an aggregate face amount of up
to $3,510,000 at any time or times during the 150-day period between
February 10 and July 10, 1998. (This option does not affect the right
of the preferred stockholders to convert their shares into Common Stock
at a price equal to the average of the three lowest closing bid prices
of the Common Stock during the 20 (or under certain circumstances 30)
trading days preceding a conversion date.)
o LaserSight received an option to buy from the preferred stockholders
the same amount of Series-B Preferred Stock at any time or times during
the 60-day period between May 12 and July 10, 1998.
o The purchase price under both purchase options is 120% of the face
amount of the Series B Preferred Stock to be purchased. Thus, if the
purchase options were exercised by the preferred stockholders and/or
LaserSight as to all $3,510,000 face amount of Series B Preferred Stock
covered by the options, the aggregate purchase price would be
$4,212,000. (This amount includes some additional funds already in the
blocked account.)
o The due date for LaserSight's payment of approximately $309,000 to
certain of the preferred stockholders as a result of a two-month delay
in the effectiveness of a registration statement covering the resale of
Common Stock issuable upon the conversion of the Series B Preferred
Stock and the exercise of related warrants was extended from February 2
to March 4, 1998.
* * * *
If you have not yet signed and returned your proxy card, or if you have
done so, but want to change your voting instructions, please sign and return the
enclosed proxy card as soon as possible. Your latest dated proxy will be the one
counted. You can also vote in person by written ballot at the Special Meeting of
Stockholders on February 27, 1998.
February 13, 1998
YOUR VOTE IS VERY IMPORTANT!
IF YOU HAVE ANY QUESTIONS, PLEASE CALL
KISSELL-BLAKE AT (800) 554-7733.
