Reg. No. 333-____
As filed with the Securities and Exchange Commission on July 30, 1999
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 of Incorporation) (I.R.S. Employer Identification No.)
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
(Address and Zip Code of Principal Executive Offices)
LaserSight Incorporated 1996 Equity Incentive Plan
LaserSight Incorporated 1996 Non-Employee Directors' Stock Option Plan
(Full Title of the Plans)
Gregory L. Wilson
Chief Financial Officer
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
(407) 678-9900
(Name, Address, and Telephone Number of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee
---------------- -------------- --------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share(3) 1,300,000 shares $ 14.13 $18,369,000 $5,106.58
</TABLE>
(1) Consists of (i) 1,000,000 additional shares of Common Stock, including the
associated preferred stock purchase rights described in note 3 below
("Common Stock"), issuable pursuant to the LaserSight Incorporated 1996
Equity Incentive Plan, and (ii) 300,000 additional shares issuable pursuant
to the LaserSight Incorporated 1996 Non-Employee Directors' Stock Option
Plan. In the event of a stock split, stock dividend, or similar transaction
involving the Common Stock, 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
under the Securities Act of 1933, as amended ("Securities Act").
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices reported for the Registrant's common stock on the
Nasdaq National Market on July 23, 1999. Estimated solely for the purpose
of calculating the registration fee in accordance with Rule 457 under the
Securities Act.
(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.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an aggregate of
1,300,000 additional shares of Common Stock of LaserSight Incorporated issuable
pursuant to benefit plans of the registrant as follows:
(1) 1,000,000 shares are for issuance pursuant to awards granted under
the LaserSight Incorporated 1996 Equity Incentive Plan. As permitted by General
Instruction E to Form S-8, the contents of earlier Registration Statements on
Form S-8 in respect of the 1996 Equity Incentive Plan, as filed with the
Securities and Exchange Commission (the "Commission") on November 26, 1996 (Reg.
No. 333-16823) and August 31, 1998 (Reg. No. 333-62591), are hereby incorporated
herein by reference, except as otherwise updated or modified by this
Registration Statement.
(2) 300,000 shares are for issuance pursuant to awards granted under
LaserSight's 1996 Non-Employee Directors Stock Option Plan. As permitted by
General Instruction E to Form S-8, the contents of earlier Registration
Statements on Form S-8 in respect of the Non-Employee Directors Stock Option
Plan, as filed with the Commission on November 26, 1996 (Reg. No. 333-16817) and
August 31, 1998 (Reg. No. 333-62587), are hereby incorporated herein by
reference, except as otherwise updated or modified by this Registration
Statement.
i
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by LaserSight
Incorporated are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) LaserSight's Annual Report on Form 10-K with respect to the fiscal year
ended December 31, 1998 filed by LaserSight with the Commission on
March 31, 1999, as amended by the Form 10-K/A filed with the Commission
on April 30, 1999;
(b) All other reports filed by LaserSight with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since December 31, 1998.
(c) The description of LaserSight's Common Stock under the caption
"Description of Securities" on pages 16 to 21 of the prospectus forming
a part of the Registration Statement on Form S-3 (Reg. No. 333-77825)
under the Securities Act declared effective by the Commission on June
3, 1999.
All documents subsequently filed by LaserSight pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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.
II-1
<PAGE>
Item 8: Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 1
to the Form 8-A/A (Amendment No. 4) filed by LaserSight on June 25,
1998).
4.2 By-laws (incorporated by reference to Exhibit 3 to LaserSight's
Annual Report on Form 10-K for the fiscal year ending
December 31, 1992 filed by LaserSight 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 LaserSight on July 8, 1998).
4.4 First Amendment, dated as of March 22, 1999, to Rights Agreement,
dated as of July 2, 1998, between LaserSight Incorporated and
American Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to Exhibit 2 to Form 8-A/A filed by
LaserSight on March 29, 1999).
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (on signature page)
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaserSight
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 signed on its behalf by the undersigned, thereunto duly
authorized, in Winter Park, Florida on July 30, 1999.
LASERSIGHT INCORPORATED
By: /s/Michael R. Farris
-------------------------------------
Michael R. Farris
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael R. Farris, J. Richard Crowley and
Gregory L. Wilson and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, and
each of them, and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
/s/Michael R. Farris July 30, 1999
- ------------------------------------------------------
Michael R. Farris, President, Chief Executive Officer,
and Director
/s/Francis E. O'Donnell, Jr., M.D. July 30, 1999
- ------------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director
/s/Juliet Tammenoms Bakker July 30, 1999
- ------------------------------------------------------
Juliet Tammenoms Bakker, Director
/s/J. Richard Crowley July 30, 1999
- ------------------------------------------------------
J. Richard Crowley, Chief Operating Officer and
Director
II-3
<PAGE>
/s/Terry A. Fuller, Ph.D. July 30, 1999
- ------------------------------------------------------
Terry A. Fuller, Ph.D., Director
/s/Gary F. Jonas July 30, 1999
- ------------------------------------------------------
Gary F. Jonas, Director
/s/David T. Pieroni July 30, 1999
- ------------------------------------------------------
David T. Pieroni, Director
/s/Gregory L. Wilson July 30, 1999
- ------------------------------------------------------
Gregory L. Wilson, Chief Financial Officer (Principal
Accounting Officer)
II-4
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
EXHIBIT 5.1
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
July 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of common stock, par value $.001 per share (the
"Shares"), of LaserSight Incorporated (the "Company") which may from time to
time be offered by LaserSight in connection with the LaserSight Incorporated
1996 Equity Incentive Plan (the "Equity Incentive Plan") and the LaserSight
Incorporated 1996 Non-Employee Directors' Stock Option Plan (collectively with
the Equity Incentive Plan, the "Plans"). This opinion is delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act of 1933, as amended.
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its Certificate
of Incorporation, as amended, its By-Laws, and minutes of directors' and
stockholders' meetings, and such other documents (including the Plans), which we
have deemed relevant or necessary as the basis for the opinion as hereinafter
set forth.
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 opinion expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
<PAGE>
Securities and Exchange Commission
July 30, 1999
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plans, when issued pursuant to,
and in accordance with, the applicable Plan, will be validly issued, fully paid
and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Mark L. Dosier
--------------------------------
Mark L. Dosier
EXHIBIT 23.2
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 July 30, 1999, of our report dated March 25, 1999,
relating to the consolidated balance sheets of LaserSight Incorporated and
subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of operations, comprehensive loss, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
which report appears in the December 31, 1998 annual report on Form 10-K/A of
LaserSight Incorporated.
/s/ KPMG LLP
St. Louis, Missouri
July 30, 1999
