SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LASERSIGHT INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:................................................
2) Form, Schedule or Registration Statement No.:..........................
3) Filing Party:..........................................................
4) Date Filed:............................................................
<PAGE>
LASERSIGHT INCORPORATED
3300 University Blvd., Suite 140
Winter Park, Florida 32792
Dear Fellow Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of LaserSight Incorporated to be held at the Radisson Hotel Orlando Airport,
5555 Hazeltine National Drive, Orlando, Florida 32812, telephone (407) 856-0100,
on Friday, June 18, 1999 at 10:00 a.m. local time. We are pleased to enclose
the notice of our 1999 annual stockholders' meeting, together with the attached
Proxy Statement, a proxy card and an envelope for returning the proxy card.
Also enclosed is LaserSight's 1998 Annual Report to Stockholders.
Please carefully review the Proxy Statement and then complete, date and
sign your Proxy and return it promptly. If you attend the meeting and decide to
vote in person, you may withdraw your Proxy at the meeting.
If you have any questions or need assistance in how to vote your
shares, please call William Kern, Vice President, Corporate Development, at
(407) 678-9900, ext. 163. Your time and attention are appreciated.
Sincerely,
/s/ Michael R. Farris
---------------------------------------------
Michael R. Farris
President and Chief Executive Officer
May 26, 1999
<PAGE>
LASERSIGHT INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1999 Annual Meeting of Stockholders (the "Annual Meeting") of
LaserSight Incorporated, a Delaware corporation (the "Company"), will be held on
Friday, June 18, 1999 at 10:00 a.m. local time, at the Radisson Hotel Orlando
Airport, 5555 Hazeltine National Drive, Orlando, Florida, for:
1. The holders of the Company's Common Stock, Series C Preferred Stock and
Series D Preferred Stock (collectively, the "Voting Holders"), voting
together, to elect six directors, and the holders of the Series D
Preferred Stock (the "Series D Holders") to elect one director, all of
such persons to serve until the next annual meeting of stockholders and
until their respective successors are duly elected and qualified;
2. The Voting Holders to consider and vote on a proposal to approve an
amendment to the Company's 1995 Stock Option Plan ("1995 Plan") to make
certain amendments to the provisions regarding the exercise period of
outstanding options following termination of service as a director (the
"1995 Plan Proposal");
3. The Voting Holders to consider and vote on a proposal to approve an
amendment to the Company's 1996 Non-Employee Directors' Plan ("Directors'
Plan") to, among other things, increase the aggregate number of shares
available for issuance under the Directors' Plan, allow for option grants
to directors that join the Board at a time other than at the Company's
annual meeting, and provide for option grants to certain non-employee
directors upon termination of service as a director (the "Directors' Plan
Proposal");
4. The Voting Holders to consider and vote on a proposal to approve an
amendment to the Company's 1996 Equity Incentive Plan ("Equity Incentive
Plan") to increase the aggregate number of shares available for issuance
under the Equity Incentive Plan and to increase the maximum number of
options any one employee may receive in a calendar year (the "Equity
Incentive Plan Proposal");
5. The Voting Holders to consider and vote on a proposal to approve the
Company's 1999 Employee Stock Purchase Plan (the "Company ESPP
Proposal");
6. The Voting Holders to consider and vote on a proposal to ratify the
appointment of KPMG LLP as auditors of the Company for the 1999 fiscal
year (the "Auditor Ratification Proposal"); and
7. The Voting Holders to transact such other business that is properly
brought before the Annual Meeting.
These proposals are described in the attached Proxy Statement.
Onlyholders of the Company's common stock (together with the associated
preferred stock purchase rights, the "Common Stock"), the Company's Series C
Convertible Participating Preferred Stock ("Series C Preferred Stock") and the
Company's Series D Convertible Participating Preferred Stock ("Series D
Preferred Stock") of record on the books of the Company at the close of business
on April 20, 1999 (the "Record Date") will be entitled to notice of and to vote
at the Annual Meeting or any adjournments or postponements thereof. A list of
stockholders as of the Record Date will be available at the Annual Meeting.
<PAGE>
Your vote is important. All stockholders are invited to attend the Annual
Meeting in person. However, to assure your representation at the Annual Meeting,
please mark, date and sign your Proxy and return it promptly in the enclosed
envelope. Any stockholder attending the Annual Meeting may vote in person even
if the stockholder returned a Proxy.
By Order of the Board of Directors,
/s/ Gregory L. Wilson
--------------------------------------------
Gregory L. Wilson
Secretary
Winter Park, Florida
May 26, 1999
Please return the enclosed proxy, which is being solicited on behalf of the
Board of Directors of LaserSight, in the enclosed envelope, which requires no
postage if mailed in the United States.
<PAGE>
LASERSIGHT INCORPORATED
3300 University Blvd., Suite 140
Winter Park, Florida 32792
PROXY STATEMENT
Proxies in the accompanying form are being solicited by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders on
Friday, June 18, 1999, or at any adjournment or postponement thereof. The Annual
Meeting will be held at the Radisson Hotel Orlando Airport, 5555 Hazeltine
National Drive, Orlando, Florida 32812 at 10:00 a.m. local time. This Proxy
Statement is first being mailed to stockholders on or about May 26, 1999.
Proxies are being solicited hereby from (1) the holders of the Company's
Common Stock and Series C Preferred Stock with respect to each of the matters to
be presented at the Annual Meeting, except for the election of one director to
be elected solely by the holders of the Series D Preferred Stock as described
under Proposal No. 1 below (the "Series D Director"), and (2) the holders of the
Company's Series D Preferred Stock with respect to each of the matters to be
presented at the Annual Meeting, including the election of the Series D
Director. Because of these differences in voting rights, separate forms of proxy
are being distributed to the holders of Common Stock, Series C Preferred Stock
and Series D Preferred Stock. To the extent that any Voting Holder owns Common
Stock and Preferred Stock, such stockholder will receive separate proxy cards,
and must complete and return each of such proxies in order to ensure that the
voting power represented by the Common Stock and Preferred Stock held by such
person are voted by proxies.
INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING
Record Date. The Board of Directors has fixed the close of business on
April 20, 1999 as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting. On the Record Date, the
Company had outstanding 15,506,635 shares of Common Stock, 2,000,000 shares of
Series C Preferred Stock and 2,000,000 shares of Series D Preferred Stock. The
Common Stock, the Series C Preferred Stock and the Series D Preferred Stock are
sometimes referred to collectively in this Proxy Statement as the "Voting
Shares." A list of stockholders of record entitled to vote at the Annual Meeting
will be available for inspection by any stockholder, for any purpose germane to
the meeting, during normal business hours, for a period of 10 days prior to the
meeting at the office of the Company located at 3300 University Blvd., Suite
140, Winter Park, Florida 32792. Such list will also be available at the Annual
Meeting.
Voting Rights. Each share of Common Stock outstanding as of the Record Date
is entitled to one vote upon each of the matters to be presented at the Annual
Meeting, except for the election of the Series D Director as described under
Proposal No. 1 below. Each share of Series C Preferred Stock and Series D
Preferred Stock outstanding as of the Record Date is entitled to one vote for
each share of Common Stock into which such Preferred Stock is then convertible
upon each of the matters to be presented at the Annual Meeting, except for the
election of the Series D Director which will be solely by the holders of the
Series D Preferred Stock. The Series C Preferred Stock and Series D Preferred
Stock are convertible into Common Stock on a share-for-share basis.
Voting at the Annual Meeting. The presence of holders of a majority of the
outstanding Voting Shares, whether in person or by proxy, will constitute a
quorum at the Annual Meeting. The Company's Certificate of Incorporation does
not provide for cumulative voting. A plurality of the votes of the Voting Shares
present, either in person or by proxy, and entitled to vote on the election of
directors at the Annual Meeting is required to elect the six directors to be
elected by the Voting Holders. A plurality of the votes of the shares of Series
D Preferred Stock present, either in person or by proxy, and entitled to vote on
the election of the Series D Director at the Annual Meeting is required to elect
the Series D Director. The affirmative vote of the holders of a majority of the
<PAGE>
Voting Shares present, either in person or by proxy, and entitled to vote at the
Annual Meeting is required to approve the 1995 Plan Proposal, the Directors'
Plan Proposal, the Equity Incentive Plan Proposal, the Company ESPP Proposal,
and the Auditor Ratification Proposal.
Abstentions will be considered present for purposes of determining whether
a quorum exists. Shares represented at the Annual Meeting which are held by a
broker or nominee and as to which (1) instructions have not been received from
the beneficial owner or the person entitled to vote and (2) the broker or
nominee does not have discretionary voting power with respect to one or more
matters are considered not entitled to vote on such matters ("broker
non-votes"). Shares that are broker non-votes with respect to all matters voted
upon do not count towards a quorum. However, if such shares are voted with
respect to any item, they will count towards a quorum. In accordance with
Delaware law and the Company's Certificate of Incorporation and Bylaws, (1) for
the election of directors, which requires a plurality of the votes present,
votes withheld and broker non-votes will not be counted, and (2) for the
adoption of all other proposals, which require a majority of the Voting Shares
present in person or by proxy and entitled to vote, broker non-votes will not be
considered present, but abstentions will have the effect of a vote against such
proposals.
Proxies; Revocation. Whether or not you plan to attend the Annual Meeting,
please sign, date and mail your proxy in the enclosed postage prepaid envelope.
The proxies will vote your shares according to your instructions. In the absence
of contrary instructions, shares represented by any proxy will be voted for the
election of the applicable nominees listed in Proposal No. 1 and for all of the
other proposals recommended by the Board of Directors in this Proxy Statement.
The proxy card gives authority to the proxies to vote your shares in their
discretion on any other matter presented at the Annual Meeting.
Any stockholder who executes and returns a proxy may revoke it at any time
before it is exercised by filing with the Secretary of the Company written
notice of such revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy.
Solicitation. The cost of soliciting proxies will be borne by the Company.
In addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies may also be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally or by telephone, telegraph or facsimile.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The nominees for the Board of Directors are set forth below. The terms of
all incumbent directors expire at the Annual Meeting or at such later time as
their successors have been duly elected and qualified. Also, effective as of the
date of the Company's 1999 Annual Meeting of Stockholders, the Board of
Directors has approved an amendment to the Company's Bylaws that provides for
the Company to have seven rather than nine directors. Nominees elected at the
Annual Meeting will serve until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. All seven of the
nominees are currently directors of the Company and are standing for reelection.
Six of the nominees are for election by all holders of Voting Shares and one
nominee, Juliet Tammenoms Bakker, is for election by the holders of Series D
Preferred Stock.
The nominees have agreed to serve if elected. However, if any nominee
becomes unable or unwilling to serve if elected, the applicable proxies will be
voted for the election of the person, if any, recommended by the Board of
Directors or, in the alternative, for holding a vacancy to be filled by the
Board of Directors. The Board of Directors has no reason to believe that any
nominee will be unable or unwilling to serve.
2
<PAGE>
Listed below are the names and ages of the nominees, the year each
individual began continuous service as director of the Company, and the business
experience of each, including principal occupations, at present and for at least
the past five years.
Nominees for Election by the Voting Holders at the Annual Meeting
Michael R. Farris (39) Director since 1995
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.
Francis E. O'Donnell, Jr., M.D. (49) Director since 1992
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 PerArdua Corporation and BioKeys,
privately-held biopharmaceutical companies. He was a member of Laser Skin Toner,
L.L.C., a privately-held aesthetic laser company, until its sale in July 1998,
and is a member of 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 and the founder and managing partner of the Hopkins Capital Group,
L.L.C.
J. Richard Crowley (43) Director since 1994
Mr. Crowley has been President of LaserSight Technologies since October
1997, its Chief Operating Officer since June 1997 and the Company's Chief
Operating Officer since October 1998. 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.
David T. Pieroni (53) Director since 1996
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.
Terry A. Fuller, Ph.D. (50) Director since 1997
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 1998, he has also served as President
and Chief Executive Officer of PhotoVision Pharmaceuticals, Inc., a
development-stage biotechnology company. From December 1997 through its sale in
July 1998, he served as President and Chief Executive Officer of Laser Skin
Toner, Inc. From 1990 to January 1997, he was Chief Operating Officer and
Executive Vice-President of Surgical Laser Technologies, Inc., a producer of
laser systems for surgical use.
3
<PAGE>
Gary F. Jonas (54) Director since 1998
Mr. Jonas has been the Executive Vice President, Strategic Growth for TLC
The Laser Center Inc. since 1997. Prior to joining TLC in 1997, Mr. Jonas was a
founder and Chief Executive Officer of 20/20 Laser Centers Inc. from 1993 to
February 1997. From 1988 to 1993, Mr. Jonas served as the President and Chief
Operating Officer of Earle Palmer Brown, an advertising agency in the United
States. From 1975 to 1988, Mr. Jonas was the Chief Executive Officer of
University Research Corporation, a health service consulting company.
The Board of Directors recommends that stockholders vote "FOR"
the foregoing nominees.
Nominee for Election by the Holders of Series D Preferred Stock at the Annual
Meeting
Information regarding the member of the Board of Directors who is
subject to election at the Annual Meeting by the holders of Series D Preferred
Stock is set forth below:
Juliet Tammenoms Bakker (37) Director since 1998
Ms. Tammenoms Bakker has been a Vice President of Pequot Capital
Management, Inc., and a predecessor thereof, Dawson Samberg Capital Management,
Inc., both private investment firms, since March 1997. Pequot is the investment
manager of Pequot Equity Fund, L.P. Previously, Ms. Tammenoms Bakker had the
following roles at Waste Management International in London and the U.S.:
Director of Strategic Planning from 1993 to 1994 and Director, Operations from
1994 to 1996.
Directors Not Standing For Reelection
Information regarding the members of the Board of Directors who are not
standing for reelection at the Annual Meeting is set forth below:
Richard C. Lutzy (53) Director since 1995
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.
Thomas Quinn (50) Director since 1994
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.
4
<PAGE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 1998, the Board of Directors met in person or by telephone
conference call 26 times. No member of the Board attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and of the
meetings of committees on which such director serves.
The Board of Directors has an Executive Committee, an Audit and Finance
Committee, a Executive Compensation and Stock Option Committee and a Nominating
Committee. Each such committee consists of one or more directors appointed by
the Board of Directors.
The Executive Committee is responsible for facilitating certain executive
actions, thereby eliminating the need for full Board approval for such actions.
Specific duties, responsibilities and authority are established by the full
Board of Directors from time to time. The Executive Committee did not meet
during 1998. The Executive Committee consists of Messrs. O'Donnell and Farris
and Ms. Bakker.
The Audit and Finance Committee is responsible for recommending the
appointment of independent accountants; reviewing the arrangements for and scope
of the audit by independent accountants; reviewing the independence of the
independent accountants; considering the adequacy of the system of internal
accounting controls and reviewing any proposed corrective actions; discussing
with management and the independent accountants the Company's draft annual
financial statements and key accounting and/or reporting matters; and reviewing
the terms of potential acquisitions. The Audit and Finance Committee met five
times. The Audit and Finance Committee consisted of Messrs. Lutzy, Pieroni, and
Crowley until December 1998, when it was revised to include Messrs. Pieroni,
Lutzy, Fuller and Ms. Bakker.
The Nominating Committee is responsible for reviewing the qualifications
of, and recommending to the Board of Directors, candidates for election to the
Board of Directors. The Nominating Committee considers suggestions from many
sources regarding possible candidates for director. Although there are no formal
procedures for stockholders to recommend nominations, the Nominating Committee
will consider shareholder recommendations for the 2000 Annual Meeting. Any such
recommendation, together with appropriate biographical information and a
statement of the reasons for such recommendation, should be addressed to Mr.
Gregory L. Wilson, Secretary of the Company, and received at the Company's
principal offices by December 31, 1999. In 1998, the Nominating Committee met
three times. The Nominating Committee consisted of Messrs. Crowley, Lutzy and
Quinn until December 1998, when it was revised to include Messrs. Fuller, Jonas,
Pieroni and Quinn.
The Executive Compensation and Stock Option Committee (the "Compensation
Committee") is responsible for reviewing the Company's general compensation
strategy; establishing salaries and reviewing benefit programs for certain
executive officers; reviewing, approving, recommending and administering the
Company's stock option plans and certain other compensation plans; and approving
certain employment contracts. In 1998, Compensation Committee met 16 times. The
Compensation Committee consisted of Messrs. Quinn, Lutzy and Fuller until
December 1998, when it was revised to include Messrs. Jonas, Quinn, Lutzy and
Ms. Bakker.
COMPENSATION OF DIRECTORS
Each non-employee director receives a fee of $500 for each board or
committee meeting attended. In addition, during 1998, 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 on June 30, 1998, was $4.78 per share
(100% of the market price of Common Stock on the date of grant). Directors who
5
<PAGE>
are also full-time employees of the Company received no additional cash
compensation for services as directors.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership, as of April 29, 1999, of the Company's voting securities which
includes its Common Stock, Series C Preferred Stock and Series D Preferred Stock
by (1) each person known to the Company to beneficially own 5% or more of any
class of voting security, (2) each director, and (3) all officers and directors
of the Company as a group. 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").
<TABLE>
<CAPTION>
Class of Voting Securities
Common Stock Voting Authority
Name and Address of Beneficial Owner Ownership(1) Series C Preferred Series D Preferred Ownership (8)
- ------------------------------------ ------------ ------------------ ------------------ -------------
Directors, Nominees and Executive Officers:
<S> <C> <C> <C> <C>
Francis E. O'Donnell, Jr., M.D 419,552 (2)(3) 0 0 419,552
2.7% 2.1%
Michael R. Farris 546,000 (3) 0 0 546,000
3.5% 2.8%
J. Richard Crowley 88,700 (3) 0 0 88,700
* *
Terry A. Fuller 0 0 0 0
* *
Richard C. Lutzy 38,000 (3) 0 0 38,000
* *
Thomas Quinn 41,050 (3) 0 0 41,050
* *
David T. Pieroni 117,500 (3) 0 0 117,500
* *
Juliet Tammenoms Bakker 0 0 0 0
* *
Gary F. Jonas 0 0 0 0
* *
Gregory L. Wilson 50,000 (3) 0 0 50,000
* *
All directors, nominees and executives
officers as a group (10 persons) 1,300,802 (3) 0 0 1,300,802
8.1% 6.5%
Other 5% Stockholders:
James W. Vaughan (4)
2470 Schuetz Road 1,110,225 0 0 1,110,225
Maryland Heights, MO 63043 7.2% 5.7%
TLC The Laser Center, Inc 814,800 (5) 2,000,000 (6) 0 2,814,800
5600 Explorer Drive, Suite 301 5.2% 100% 14.4%
Mississauga, Ontario
Canada L4W 4Y2
Pequot Capital Management, Inc 550,000 (5) 0 2,000,000 (6) 2,550,000
500 Nyala Farm Road 3.5% 100% 13.0%
Westport, CT 06880
</TABLE>
<PAGE>
6
<TABLE>
<CAPTION>
Class of Voting Securities
Common Stock Voting Authority
Name and Address of Beneficial Owner Ownership(1) Series C Preferred Series D Preferred Ownership (8)
- ------------------------------------ ------------ ------------------ ------------------ -------------
(continued)
<S> <C> <C> <C> <C>
Michael A. Roth and Brian J. Stark 940,508 (7) 0 0 940,508
1500 West Market Street 5.7% 4.7%
Mequon, WI 53092
Mercacorp Inc. 1,500,000 0 0 1,500,000
c/o Ziegler, Ziegler & Altman LLP 8.8% 7.1%
750 Lexington Avenue
New York, NY 10022
* Less than 1%.
</TABLE>
(1) Each number of shares of Common Stock shown as owned in this column assumes
the exercise of all currently-exercisable options and warrants held by the
applicable person or group. Each percentage shown in this column assumes
the exercise of all such options and warrants by the applicable person or
group, but assumes that no options, warrants held by any other persons are
exercised or converted.
(2) 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.
(3) Includes options to acquire shares of Common Stock which are now
exercisable or will first become exercisable on or before June 28, 1999, as
follows: Dr. O'Donnell (86,000); Mr. Farris (130,000); Mr. Crowley
(80,000); Mr. Lutzy (30,000); Mr. Quinn (40,000); Mr. Pieroni (115,000);
Mr. Wilson (35,000); and all directors and executive officers as a group
(516,000).
(4) Information derived from a beneficial owners report as of March 15, 1999.
(5) Represents (a) the number of actual shares of Common Stock presently owned
by such persons (based on written information supplied to the Company as of
April 29, 1999), and (b) such additional shares of Common Stock that would
have been issuable if the indicated person had exercised all of its
warrants at a price of $5.125 (50,000 each by TLC and Pequot).
(6) Each share of Series C Preferred Stock and Series D Preferred Stock is
convertible into one share of Common Stock.
(7) Information derived from a Schedule 13G as of March 24, 1999. Represents
(a) the number of actual shares of Common Stock beneficially owned by Stark
International (354,600 shares) and Shepherd Investments International, Ltd.
(154,600 shares), both of which are partnerships of which both reporting
persons are managing partners, and (b) additional shares of Common Stock
that would have been issuable if the indicated beneficial owners had
exercised all of its warrants previously issued by the Company (Stark
International 225,654 warrant shares and Shepherd Investments 205,654
warrant shares).
(8) On the basis of voting authority, as of April 29, 1999, a total of
19,506,135 shares of Common Stock would be outstanding. This amount is
composed of (a) 15,506,135 shares of Common Stock outstanding as of April
29, 1999, (b) 2,000,000 shares of Common Stock issuable upon the exercise
of the Series C Preferred Stock, and (c) 2,000,000 shares of Common Stock
issuable upon the exercise of the Series D Preferred Stock. Added to this
total are the exercisable options and warrants held by the applicable
person or group.
7
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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,
1998 were met.
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 1996, 1997 and 1998 for (1) the Company's Chief Executive
Officer ("CEO"), and (2) each of the other executive officers of the Company
serving at December 31, 1998 whose total annual salary and bonus for 1998
exceeded $100,000 (collectively, the "Named Executive Officers"). During such
years, the Company did not make any grants of stock appreciation rights ("SARs")
or restricted stock or any awards or payouts under any long-term incentive plan.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------- ------
Other Securities All
Annual Underlying Other
Compen- Options/ Compensation
Name and Principal Position Year Salary ($) Bonus ($) sation SARs(#) ($)
--------------------------- ---- ------------ --------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Farris 1998 250,000 50,000 -- 250,000 --
President and CEO 1997 250,000 -- -- -- --
1996 250,000 -- -- -- --
J. Richard Crowley 1998 154,800 -- -- -- --
Chief Operating Officer(1) 1997 80,221 -- -- 80,000 --
Gregory L. Wilson 1998 155,400 -- -- 25,000 13,192(2)
Chief Financial Officer 1997 150,000 -- -- -- --
1996 120,000 -- -- -- --
</TABLE>
(1) Mr. Crowley joined the Company in June 1997 and has been President and
Chief Operating Officer of LaserSight Technologies since that time and
Chief Operating Officer of the Company since October 1998.
(2) Consists of relocation allowance paid.
The following table sets forth certain information concerning stock
options granted to the Named Executive Officers during 1998. No SARs were
granted during 1998.
8
<PAGE>
Option/SAR Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------
Potential Realizable
Number of % of Total Value at Assumed
Securities Options/ Annual Rates of Stock
Underlying SARs Price Appreciation for
Options/ Granted to Exercise or Option Term
SARs Employees in Base Price Expiration -----------
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ----------- - ------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Farris 40,000 7.6% $4.78 6/30/2003 $ 52,825 $ 116,730
210,000 47.3% 4.38 12/31/2006 438,662 1,050,672
J. Richard Crowley -- -- -- -- -- --
Gregory L. Wilson 25,000 4.7% 2.41 4/16/2003 16,646 36,783
</TABLE>
The following table sets forth certain information relating to options
held by the Named Executive Officers at December 31, 1998:
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/
Year-End(#)(1) SARs at Year-End($)(1)(2)
Shares -------------- -------------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized($)(1) Unexercisable Unexercisable
---- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Michael R. Farris -- -- 30,000/250,000 $0/108,750
J. Richard Crowley -- -- 45,000/60,000 1,020/0
Gregory L. Wilson -- -- 22,500/12,500 30,863/30,862
</TABLE>
(1) No SARs have been issued by the Company.
(2) Based on the $4.875 closing price of the Common Stock on the Nasdaq
National Market on December 31, 1998 when such price exceeds the exercise
price for an option.
Employment Agreements
In October 1998, the Company entered into a revised employment agreement
with Mr. Farris, which the Company and Mr. Farris agreed to further amend in
April 1999 (as amended, the "Employment Agreement"). The Employment Agreement
provides for a three-year term, an annual base salary of $250,000, a total of
210,000 stock options granted in 1998 and 131,250 stock options granted in 1999.
In addition, 58,750 stock options will be granted on June 18, 1999, the date of
the Company's 1999 annual meeting, if the Company's shareholders approve an
increase in the number of shares available in the Company's stock option plan.
The Employment Agreement also provides for opportunity for an annual cash
performance bonus of up to 25% of base salary based upon specific objectives
established by the Executive Compensation and Stock Option Committee, and an
opportunity for an annual cash additional bonus in an aggregate amount of 20% of
base salary if all or a portion of certain events or goals identified from time
to time by the Executive Compensation and Stock Option Committee occur or are
achieved. If the 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 the Employment Agreement through the later
9
<PAGE>
of (1) the remaining term of the Agreement or (2) one year after the date of his
termination. The Employment Agreement includes non-compete and confidentiality
covenants. The Compensation Committee reviews Mr. Farris' employment
arrangements from time to time and may grant Mr. Farris additional stock options
or otherwise modify his employment arrangements in the future based on those
reviews.
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: (1)
the payment of six months salary ($75,000) in monthly installments, (2) 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 (3) the continuation of a car allowance, office
space and clerical support for six months. If the Company's stockholders approve
the 1995 Plan Proposal these options would remain exercisable until the options
expire on March 15, 2001.
Compensation Committee Interlocks and Insider Participation
During 1998, the Compensation Committee consisted of Messrs. Quinn, Lutzy
and Fuller until December, when it was revised to include Messrs. Jonas, Quinn,
Lutzy and Ms. Bakker. None of the members of this committee were employees of
the Company while serving on this committee; however, Mr. Jonas and Ms. Bakker
have certain relationships and related transactions which require disclosure in
this Proxy Statement under applicable federal securities laws. See "Certain
Relationships and Related Transactions --TLC Laser Sales," "--TLC License
Agreement," "--1999 Private Placement."
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors, composed of
independent outside directors, is responsible for setting the policies that
govern the Company's compensation programs, administering the Company's equity
compensation plans, and establishing the cash compensation of executive
officers. The Compensation Committee's objectives are to establish compensation
programs designed to attract, motivate, retain, and reward executives who can
lead the Company in achieving its long-term business goals in a highly
competitive and rapidly changing industry, whose services the Company needs to
maximize its return to stockholders, and to ensure that management compensation
is reasonable in light of the Company's objectives, compensation for similar
personnel in other companies, and other relevant criteria. The compensation mix
for executive officers consists of base salaries, a cash bonus system, and stock
option awards. As a result, much of an executive officer's compensation is based
upon the financial performance of the Company.
The Compensation Committee periodically establishes each executive
officer's base salary based on the committee's evaluation of the officer's
performance and contribution in the previous year and on competitive pay
practices.
The CEO's employment agreement was revised in October 1998 after several
months of discussion and planning. At that time, the Compensation Committee
consisted of Messrs. Quinn, Lutzy and Fuller. See "Employment Agreements" above.
The Compensation Committee did not increase the base salary of Mr. Farris in
1998 in light of recent losses, but provided for bonus opportunities to be based
on specific goals to be defined, including budgeted operations, starting in
1999. The Compensation Committee recommended and the board concurred that Mr.
Farris be awarded a $50,000 cash bonus in 1998 resulting from the successful
financing completed in June 1998. The stock options granted to Mr. Farris during
10
<PAGE>
1998 were the first option grants provided to Mr. Farris since 1995, and were
part of a comprehensive, multi-year employment agreement intended to provide Mr.
Farris with incentives to lead the Company to improved performance.
The Compensation Committee and the Board of Directors believe that
management's ownership of a significant equity interest in the Company is a
major incentive in building stockholder wealth and aligning the long-term
interests of management and stockholders. Stock options, therefore, are granted
by the Compensation Committee at option prices not less than the fair market
value of Common Stock on the grant date. Thus stock options have no value unless
the share price increases over the fair market value on the date of grant.
Option awards contribute to the retention of key executives since executives
realize the benefits of options only as they vest based on tenure after the
grant. The Compensation Committee determines which employees receive stock
option grants by evaluating the responsibilities and relative positions of key
employees in comparison to like or similar positions at competitor companies.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of $1
million paid to a corporation's Chief Executive Officer or four other
most-highly compensated executive officers named in the proxy statement. The
Compensation Committee has reviewed the possible effect on the Company of
Section 162(m), and it does not believe that such section will be applicable to
the Company in the foreseeable future, but will review compensation practices as
circumstances warrant. To this effect, the Equity Incentive Plan made it
possible for the Company to satisfy the conditions for an exemption from Section
162(m)'s deduction limit. However, other characteristics of a grant affect
whether or not compensation received from a stock option is counted in
determining whether an executive officer has received compensation in excess of
$1 million.
Compensation Committee
Gary F. Jonas
Thomas Quinn
Richard Lutzy
Juliet Tammenoms Bakker
11
<PAGE>
Performance Information
The following graph compares the performance of the Company's cumulative
stockholder return at December 31 of each year between 1993 and 1998 with
stockholder returns on (1) the Nasdaq Non-Financial Composite Index and (2) the
Nasdaq National Market Composite Index. The graph assumes that the value of the
investment in the Common Stock and each index was $100 at December 31, 1993 and
that all dividends, if any, were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC.
<TABLE>
<CAPTION>
Base Point Return Return Return Return Return
Company/Index Name 1993 1994 1995 1996 1997 1998
- ------------------ ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
LASERSIGHT INCORPORATED 100 157 167 83 35 62
NASDAQ NON-FINANCIAL 100 96 134 163 191 280
NASDAQ NATIONAL MARKET 100 98 138 170 209 293
</TABLE>
12
<PAGE>
Certain Relationships 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 Proxy Statement. For this purpose, the following
items are considered revenue: (1) 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; (2) certain revenues received by the Company
from managed care companies or employers for arranging the delivery of PRK, and
(3) 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: (1) revenues derived from the manufacture and
servicing of excimer lasers, (2) fees from patents not assigned to LaserSight
Centers, (3) managed care fees for non-PRK services, and (4) 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 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: (1) procedures which do
not involve both an excimer laser and PRK, (2) laser procedures performed by a
third party in connection with any license granted by the Company, and (3) 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.
13
<PAGE>
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.
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 granted Dr. Fuller an option to acquire 8,750 shares of Common Stock
pursuant to the Company's Equity Incentive Plan at a price of $4.78, the Common
Stock closing price on June 30, 1998.
TLC Laser Sales. In June 1998, the Company sold three laser systems for a
total of $900,000 to TLC. The Company received full payment for the systems sold
in August 1998.
TLC License Agreement. In October 1998, the Company entered into an
agreement with a subsidiary of TLC that grants the Company an exclusive license
under U.S. Patent No. 5,630,810 relating to a treatment method for preventing
formation of central islands during laser surgery. Central islands are a problem
generally associated with laser refractive surgery performed with broad beam
laser systems used to ablate corneal tissue. The Company has agreed during the
term of the patent license agreement to pay TLC 20% of the aggregate net
royalties it receives in the future from licensing of the TLC patent and certain
other patents owned by the Company.
1999 Private Placement. In connection with the Company"s March 1999 private
placement transaction, TLC and Pequot Capital Management, Inc. each purchased
500,000 shares of Common Stock and received warrants to purchase 50,000 shares
of Common Stock with an exercise price of $5.125 per share. Juliet Tammenoms
Bakker, Vice President of Pequot Capital Management, Inc., and Gary F. Jonas,
Executive Vice President, Strategic Growth of TLC, are members of the Company's
Board of Directors.
PROPOSAL NO. 2:
AMENDMENT TO 1995 STOCK OPTION PLAN
The 1995 Stock Option Plan (the"1995 Plan") was approved by the Company's
stockholders in June 1995. The Board of Directors has unanimously approved an
amendment of the 1995 Plan (as so amended, the "Amended 1995 Plan"), subject to
the approval of the Company's stockholders at the 1999 Annual Meeting. As
described in more detail below, the change reflected in the Amended 1995 Plan is
that if a person ceases to be a member of the Board of Directors for any reason
while holding an unexpired option to purchase the Company's Common Stock, then
such option may be exercised until the first to occur of (1) three years after
such person ceases to be a member of the Board of Directors, or (2) the date
such option expires by its terms. This amendment would make the terms of the
Amended 1995 Plan consistent with a similar provision under the Company's
Directors' Plan. The Amended 1995 Plan would not affect options to purchase the
Company's Common Stock which are held by individuals who are not directors of
the Company.
14
<PAGE>
If the Amended 1995 Plan is not approved by the stockholders of the
Company, options that are unexpired at the time a person ceases to be a member
of the Board of Directors for any reason would be exercisable until the first to
occur of (1) 90 days after such person ceases to be a member of the Board of
Directors, or (2) the date such option expires by its terms. If the Company's
stockholders approve the Amended 1995 Plan, Mr. Pieroni's option to purchase
100,000 shares of Common Stock would remain exercisable until the options expire
on March 15, 2001.
The summary of the Amended 1995 Plan that appears below is qualified in its
entirety by reference to the full text of the plan document, a copy of which is
available upon request from the Secretary of the Company.
Purpose of Plan. The purposes of the 1995 Plan are to advance the growth
and development of the Company by affording an opportunity to directors,
executives, consultants, and key employees of the Company to purchase shares of
Common Stock and to provide incentives for them to put forth maximum efforts for
the success of the Company's business. Except for an attendance fee of $500 for
each meeting of the Board of Directors or Board committee attended, stock
options are the only annual compensation offered by the Company to its
non-employee directors.
Status of Plan. The Company is no longer granting options pursuant to the
1995 Plan, therefore, if the 1995 Plan Proposal is approved, only options
previously granted under the 1995 Plan would be affected.
Option Terms. The exercise price of each option will remain equal to 100%
of the fair market value of a share of Common Stock on the option grant date.
Options will continue to become fully exercisable pursuant to the terms of the
original grant of such option. The option exercise price remains payable in
cash.
Tax Consequences. Under present law, the following are the federal income
tax consequences generally arising with respect to awards granted under the 1995
Plan. The grant of an option has no tax consequences for the grantee or the
Company. Upon exercising an option, the grantee must recognize ordinary income
equal to the difference between (1) the exercise price of the option, and (2)
and the fair market value of the Common Stock on the date of exercise; the
Company will be entitled to a deduction for the same amount.
Other. The 1995 Plan is administered by the Board of Directors. The 1995
Plan may not be amended by the Board without stockholder approval if the
amendment would (1) change the total number of shares of Common Stock covered by
the 1995 Plan, (2) change certain criteria for eligibility to participate, or
(3) materially increase the benefits accruing to participants under the 1995
Plan. The Company is no longer granting options to purchase the Company's Common
Stock under the 1995 Plan.
New Plan Benefits. The Amended 1995 Plan would allow a person who ceases to
be a member of the Board of Directors for any reason while holding an unexpired
option to purchase the Company's Common Stock, to exercise such option until the
first to occur of (1) three years after such person ceases to be a member of the
Board of Directors, or (2) the date such option expires by its terms. The
Amended 1995 Plan would not affect options to purchase the Company's Common
Stock which are held by individuals who are not directors of the Company.
The Board of Directors recommends that stockholders vote "FOR"
the amendment of the 1995 Stock Option Plan.
15
<PAGE>
PROPOSAL NO. 3:
AMENDMENT TO DIRECTORS' PLAN
The Non-Employee Directors Stock Option Plan (the "Directors' Plan") was
approved by the Company's stockholders in June 1996 and amended in June 1997.
The Board of Directors has unanimously approved a second amendment of the
Directors Plan (as so amended, the "Amended Directors' Plan"), subject to the
approval of the Company's stockholders at the 1999 Annual Meeting. As of April
30, 1999, 65,000 shares remained available for future grants and awards under
the Directors' Plan. As described in more detail below, the principal changes
reflected in the Amended Directors Plan are (1) to increase the aggregate number
of shares of Common Stock available for delivery under the Directors Plan from
300,000 to 600,000, (2) to provide for pro rata option grants to board members
who join the board at some time other than on the date of the Company's annual
meeting, and (3) to provide for automatic option grants to certain non-employee
directors upon the termination of their service on the Board of Directors.
If the Amended Directors' Plan is not approved by the stockholders of the
Company, options will continue to be automatically granted in accordance with
the terms of the current Directors' Plan, subject to the number of shares
available for future grants under the current Directors' Plan. If the Company's
stockholders approve the Amended Director's Plan, Messrs. Lutzy and Quinn shall
both be granted options to purchase 15,000 shares of Common Stock as of the
close of business on the date of the 1999 Annual Meeting, the date Messrs. Lutzy
and Quinn cease to serve as directors of the Company.
The summary of the Amended Directors' Plan that appears below is qualified
in its entirety by reference to the full text of the plan document, a copy of
which is available upon request from the Secretary of the Company.
Purpose of Plan. The purpose of the Directors' Plan is to encourage
qualified persons to become and remain directors of the Company, and to provide
directors of the Company with a direct stake in its success. The Board believes
that the adoption of the Amended Directors' Plan would further the purposes of
such plan. Except for an attendance fee of $500 for each meeting of the Board of
Directors or Board committee attended, stock options are the only annual
compensation offered by the Company to its non-employee directors.
Eligibility. Only directors of the Company who are not officers or
employees of the Company or any of its subsidiaries ("non-employee directors")
are eligible to participate in the Directors Plan.
Number of Shares Issuable. The Amended Directors Plan would provide for the
delivery of up to 600,000 shares of Common Stock, as compared to the current
limit of 300,000 shares. The number of shares available under the Directors Plan
is subject to adjustment in the event of stock splits, mergers,
recapitalizations, etc. If any options terminate or expire without being
exercised, new options may be granted covering the shares not purchased under
such terminated or expired options. As of April 30, 1999, the closing price of
the Common Stock as on the NASDAQ National Market was $9.31 per share.
Option Grants. The Amended Directors Plan provides for option grants to
non-employee directors pursuant to a fixed formula that establishes the timing,
size, and exercise price of each option grant. As of the close of business on
the date of each annual meeting of the Company's stockholders, the following
options to purchase Common Stock would automatically be granted:
(1) To each non-employee director, an option to purchase 15,000
shares,
(2) to each non-employee director serving as chair of a standing
committee of the Board of Directors (other than the Executive Committee),
an option to purchase 5,000 shares, and
16
<PAGE>
(3) the non-employee director, if any, serving as Chairman of the
Board of the Company, an option to purchase 5,000 shares.
If a non-employee director serves as chairman of more than one committee,
such non-employee director would receive a 5,000 share option for each such
committee chairmanship.
On the date a non-employee director ceases to serve in such capacity he
would automatically be granted an option to purchase 15,000 shares, provided
that these options would not be granted if the reason such person ceases to be a
director is due to removal by the Company's stockholders for "cause" or
resignation without approval of the Board of Directors. The Amended Directors'
Plan defines "cause" as conviction of, or plea of no contest to, any crime
involving moral turpitude, the material violation of the Company's written
policies, or habitual neglect of fiduciary duties owed to the Company.
Option Terms. The exercise price of each option will remain equal to 100%
of the fair market value of a share of Common Stock on the option grant date.
Options will continue to become fully exercisable on the first anniversary of
the grant date and to remain exercisable on any date or dates thereafter until
the 10th anniversary of the option grant date, except that in no event can an
option be exercised more than three years after a non-employee director ceases
to be a director of the Company for any reason. The option exercise price
remains payable in cash.
Tax Consequences. Under present law, the following are the federal income
tax consequences generally arising with respect to awards granted under the
Directors Plan. The grant of an option has no tax consequences for the grantee
or the Company. Upon exercising an option, the grantee must recognize ordinary
income equal to the difference between (1) the exercise price of the option, and
(2) and the fair market value of the Common Stock on the date of exercise; the
Company will be entitled to a deduction for the same amount.
Other. The Directors Plan is administered by the Board of Directors. The
Directors Plan may not be amended by the Board without stockholder approval if
the amendment would change (1) the criteria for eligibility to participate or
(2) the vesting conditions, term of exercisability, grant timing, grant amount
or exercise price of options. The Directors Plan will terminate January 17,
2006.
New Plan Benefits. If a non-employee director ceases to serve in such
capacity he would automatically be granted an option to purchase 15,000 shares
of Common Stock, provided that these options would not be granted if the reason
such person ceases to be a director is due to removal by the Company's
stockholders for cause or resignation without approval of the Board of
Directors.
The Board of Directors recommends that stockholders vote "FOR"
the amendment of the Directors Option Plan.
PROPOSAL NO. 4:
AMENDMENT TO EQUITY INCENTIVE PLAN
The Equity Incentive Plan was approved by the Company's stockholders in
June 1996 and amended in June 1998. The Board of Directors has unanimously
approved an amendment and restatement of the Equity Incentive Plan (as so
amended and restated, the "Amended and Restated Equity Incentive Plan"), subject
to the approval of the Company's stockholders. The principal and only material
change reflected in the Amended and Restated Equity Incentive Plan is an
increase in the aggregate number of shares of Common Stock available for
delivery under the Amended and Restated Equity Incentive Plan from 1,250,000 to
2,250,000 and to increase the maximum number of options any one employee may
receive in a calendar year to from 250,000 to 750,000. As of April 30, 1999,
only 87,250 shares remained available for future grants and awards under the
Equity Incentive Plan. The number of options granted under the Equity Incentive
17
<PAGE>
Plan during 1997 and 1998 was 191,000 and 528,750, respectively, and 35,000
options have been granted under the Equity Incentive Plan this year through
April 30, 1999. In addition, during 1998 and during 1999 to date, 25,000 and
zero shares, respectively, were granted to outside consultants who were eligible
to receive shares under the Equity Incentive Plan. As of April 30, 1999, the
aggregate number of outstanding options and shares granted under the Equity
Incentive Plan was 1,070,250 and the aggregate market value of the underlying
shares of Common Stock was $9,964,028 (based on a closing price of $9.31 as of
such date).
If the Amended and Restated Equity Incentive Plan is not approved by the
Company's stockholders, awards will be limited to those available in accordance
with the terms of the current Equity Incentive Plan.
The summary of the Amended and Restated Equity Incentive Plan that appears
below is qualified in its entirety by reference to the full text of the plan
document, a copy of which is available upon request from the Company's
secretary.
Purpose of Plan. The Amended and Restated Equity Incentive Plan is intended
to allow employees and consultants to acquire or increase equity ownership
in the Company, thereby strengthening their commitment to the success of the
Company and stimulating their efforts on behalf of the Company, and to assist
the Company in attracting new employees and consultants and retaining existing
employees and consultants.
Types of Awards. Under the Amended and Restated Equity Incentive Plan, the
Compensation Committee would be authorized to grant nonqualified stock options,
incentive stock options, stock appreciation rights, limited stock appreciation
rights ("LSARs"), shares of restricted Common Stock ("restricted shares"),
performance shares, and shares of Common Stock awarded as a bonus (all of the
foregoing collectively, "Awards").
Eligibility. All employees (including officers) and consultants of the
Company are eligible to receive Awards. The Amended and Restated Equity
Incentive Plan would provide that no employee may receive Awards covering an
aggregate of more than 750,000 shares of Common Stock during any year, as
compared to the current limit of 250,000 shares. The revised limit represents
the same percentage of total shares as the original plan approved by
shareholders in 1996. The Compensation Committee is authorized, subject to
certain limits specified in the Amended and Restated Plan, to determine to whom
and on what terms and conditions Awards shall be made.
Number of Shares Issuable. The Amended and Restated Equity Incentive Plan
would provide for the issuance of up to 2,250,000 shares of Common Stock, as
compared to the current limit of 1,250,000 shares, subject to anti-dilution
adjustments.
Stock Options. Options must be granted at an exercise price of no less than
100% of the fair market value of a share of Common Stock on the date of grant.
Unless otherwise specified by the Compensation Committee, options will become
exercisable in four annual installments of 25% beginning on the first
anniversary of the grant date. The option exercise price may be paid by any one
or more of the following methods: (1) cash or, if approved in advance by the
Compensation Committee, (2) a "cashless" exercise pursuant to a sale through a
broker of a portion of the shares covered by the option. Options may be granted
as either (1) nonstatutory options upon exercise of which grantees would
recognize ordinary taxable income, and the Company would be entitled to a
compensation expense deduction or (2) as incentive stock options (ISOs) which,
subject to certain conditions, would not result in the recognition of taxable
income by the grantee upon exercise, nor a compensation deduction to the Company
until the shares are disposed of by the grantee.
SARs. An award of a stock appreciation right entitles the grantee to
receive a payment equal to the appreciation in value of the Common Stock over
the strike price. The strike price will equal either (i) at least 100% of the
fair market value of the Common Stock on the grant date of the SAR, or (ii) if
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the SAR is linked to an option, the exercise price of such option. The amount of
appreciation will be payable in cash or Common Stock.
Restricted shares. Restricted shares will be forfeited if the conditions
set by the Compensation Committee have not been satisfied or waived. The
Compensation Committee will determine whether or not a grantee shall be required
to pay for such restricted shares and, if so, what the price shall be.
Performance shares. To the extent that the performance goals specified by
the Compensation Committee, such as stock price, market share, sales, earnings
per share, and return on equity, in a grant of performance shares have been
achieved, then a benefit shall be paid after the end of the
performance-measuring period specified by the Compensation Committee. The amount
of the benefit is based upon the percentage attainment of the performance goals
multiplied by the value of a share of Common Stock at the end of the performance
period. No benefit will be payable if the minimum performance goals have not
been met.
LSARs. LSARs may in the discretion of the Compensation Committee be granted
with any option or stock appreciation right, either in connection with the
original grant or at any later date.
Termination of employment. If a grantee's employment is terminated for
cause, all unexercised options (and any associated LSARs) and SARs will
immediately terminate and unvested restricted shares and performance shares will
be forfeited. In the event of death or permanent disability, any restricted
shares will be vested, any unexercised options (and any associated LSARs) or
SARs, whether or not previously exercisable, may be exercised by a beneficiary
for six months after the date of death or disability, and any unexercised
performance shares may be exercised for one year thereafter, provided that if a
performance-measuring period has not ended, the benefit will be pro-rated. If a
grantee terminates for any other reason, restricted shares will be forfeited,
any unexercised option (and any associated LSARs) or SARs may be exercised for
30 days following the date of termination, and any unexercised performance
shares may be exercised only as determined by the Compensation Committee.
Other. Options and SARs will have a maximum term of 10 years. In the event
of a "Change in Control" of the Company, restricted shares will become
nonforfeitable, all other Awards will become exercisable. The Amended and
Restated Equity Incentive Plan may be amended by the Board without stockholder
approval unless stockholder approval is required by federal securities law or
the listing requirements of a securities exchange on which any of the Company's
equity securities are listed. The Amended and Restated Equity Incentive Plan
will terminate on January 19, 2006. For purposes of this paragraph "Change of
Control" means, generally (1) certain acquisitions of the beneficial ownership
of 25% or more of the then-outstanding Common Stock, (2) certain changes in the
composition of the Board, and (3) certain transactions whereby stockholders who
immediately before such transaction do not, immediately, thereafter,
beneficially own, directly or indirectly, more than 60% of the then-outstanding
Common Stock, and the sale or other disposition of all or substantially all of
the assets of the Company or the dissolution or liquidation of the Company.
Tax Implications. Under present law, the following are the federal tax
consequences generally arising with respect to awards granted under the Amended
and Restated Equity Incentive Plan. The grant of an option or an SAR will create
no tax consequences for the grantee or the Company. The grantee will have no
taxable income upon exercising an ISO (except that the alternative minimum tax
may apply) and the Company will recognize no deduction when the ISO is
exercised. Upon exercising a non-qualified option or SAR, the grantee must
recognize ordinary income equal to the difference between (1) the exercise price
of the option or the strike price for an SAR, as applicable, and (2) and the
fair market value of the Common Stock on the date of exercise; the Company will
be entitled to a deduction for the same amount. With respect to other Awards
under the Amended and Restated Equity Incentive Plan that are either
transferable or not subject to a substantial risk of forfeiture, the grantee
must recognize ordinary income equal to the fair market value of the shares or
other property received. With respect to awards that are settled in stock or
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other property that is restricted as to transferability and subject to a
substantial risk of forfeiture, the grantee recognizes ordinary income when the
shares or other property become transferable or not subject to a substantial
risk of forfeiture, whichever occurs first.
Plan Benefits
Except as described below, the Company has not yet determined which persons
will receive any of the awards which will be based on the additional 1,000,000
shares proposed to be made available under the Equity Incentive Plan. Mr.
Farris' October 1998 Employment Agreement calls for an additional grant to him
of 58,750 options on the date of the annual meeting, at the then market price,
if the amendment to the Equity Incentive Plan is approved by shareholders. The
Compensation Committee is considering an additional grant to Mr. Farris at that
time in light of the current limitation on individual option grants in each
calendar year. As of April 30, 1999, the only awards that have been made under
the Equity Incentive Plan are stock options except for stock grants made to
outside consultants in the aggregate amount of 40,000 shares. The table below
sets forth the number of stock options outstanding as of such date that have
been granted under the Equity Incentive Plan to the persons and groups listed in
the table. As of April 30, 1999, 62,500 options have been exercised.
No. of
Name and Position Options
- ----------------- -------
Michael R. Farris (President and CEO) 381,250
J. Richard Crowley (Chief Operating Officer
of the Company; President of LaserSight Technologies) 80,000
Gregory L. Wilson (Chief Financial Officer) 25,000
All current executive officers as a group 486,250
All directors as a group (in consulting capacity) 8,750
All employees (excluding executive officers) as a group 575,250
No associate (as defined in the SEC's rules) of any of the persons named or
described in the table above has received any stock options under the Equity
Incentive Plan. The persons who have received 5% or more of the 1,250,000
options currently available for awards under the Equity Incentive Plan and the
number of options received by them are as follows: Michael Farris (381,250);
Charles Stewart (125,000); and Richard Crowley (80,000).
The Board of Directors recommends that stockholders vote "FOR"
the Amended and Restated Equity Incentive Plan.
PROPOSAL NO. 5:
EMPLOYEE STOCK PURCHASE PLAN
On April 29, 1999, the Company authorized the adoption of the Company ESPP
which is to be effective as of September 1, 1999 (the "Effective Date"), subject
to stockholder approval. The purpose of the Company ESPP is to encourage and
assist employees of the Company and certain of its subsidiaries to acquire a
personal equity interest in the Company through the purchase of Common Stock.
Approval of the Company ESPP requires the affirmative vote of a majority of the
shares of the stock of the Company present in person or by proxy and entitled to
vote at a meeting of the stockholders at which the Company ESPP is presented for
approval.
The summary of the Company ESPP that appears below is qualified in its
entirety by reference to the full text of the plan document which is attached as
Annex A to this proxy statement.
Eligibility. All employees who have completed at least 90 days of
continuous employment with the Company or a participating subsidiary shall be
eligible to participate in the Company ESPP, except employees owning or holding
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options to acquire, 5% or more of the value or voting power of all outstanding
shares of all classes of stock of the Company or any subsidiary of the Company;
certain part-time and part-year employees; employees who are directors or
executive officers of the Company; certain union members; and employees who are
prohibited from participating in the Company ESPP by law. As of the Effective
Date, employees of the Company, LaserSight Technologies and TFG will be eligible
to participate in the Company ESPP. Employees of other subsidiaries may be added
at the discretion of the Compensation Committee. Approximately 100 employees
would have been eligible to participate in the Company ESPP as of April 30,
1999.
Grant, Exercise and Expiration. Each eligible employee who timely elects to
participate in the Company ESPP shall be granted an option to purchase Common
Stock which is exercisable on the date (the "Exercise Date") occurring six
months after the date the option is granted and which expires on that date if
not exercised. Options shall be granted to participating employees under the
Company ESPP on January 1 and July 1 of each year, provided that, if the Company
ESPP is approved by the stockholders, the initial option grants shall be made on
September 1, 1999 and shall expire on January 1, 2000.
Number of Shares That May be Purchased. An option granted to an employee
under the Company ESPP will give such employee the right to purchase any number
of whole shares of Common Stock which is not more than the number of whole
shares which may be purchased with the employee's accumulated payroll
deductions, which may not be less than 1% of base compensation or be more than
the lesser of $25,000 (on an annual basis) or 10% of base compensation, at the
purchase price determined as of the applicable grant date. The aggregate number
of shares of Common Stock which may be purchased pursuant to options granted
under the Company ESPP is 200,000 shares. In the event of a stock dividend,
recapitalization, stock split, merger or similar transaction, the number, kind
and/or purchase price of the shares of Common Stock available for purchase under
the Company ESPP shall be adjusted, as appropriate.
Purchase Price. The purchase price per share of Common Stock under the
Company ESPP is 85% of the lower of (1) the fair market value of a share of
Common Stock on the date the option is granted, or (2) the fair market value of
a share of Common Stock on the Exercise Date. The fair market value of shares of
Common Stock for this purpose generally shall be the closing price of Common
Stock as reported on the Nasdaq National Market on the date for which a
determination of fair market value is made.
Withdrawal or Termination of Employment. An employee's termination of
employment or election to withdraw from further participation in the Company
ESPP prior to the exercise or expiration of an outstanding option held by such
employee shall cause an immediate cancellation of such option and shall require
the Company to make a cash distribution of the employee's accumulated payroll
deductions at that time.
Administration. The Company ESPP will be administered by the Compensation
Committee. The Compensation Committee has the power to construe the Company ESPP
to determine all questions thereunder, to designate which subsidiaries'
employees will be eligible to participate in the Company ESPP and to adopt and
amend such rules and regulations for the administration of the Company ESPP and
to amend the Company ESPP to facilitate its tax-effective use for non-U.S.
subsidiaries as it may deem desirable.
Current Market Price of Common Stock. The fair market value of a share of
Common Stock as of April 30, 1999 was $9.31.
Federal Income Tax Considerations. The Company ESPP is intended to qualify
as an "employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code. Participants will have no taxable income when an option
is granted under the Company ESPP or when such participants purchase Common
Stock pursuant to the exercise of the option. If a participant disposes of
Common Stock more than two years after the date on which the options were
granted and more than one year after the date the participant exercises the
option, the participant will have taxable ordinary income in the amount of the
excess of the fair market value of the option shares at the time of disposition
over the purchase price paid by the participant to acquire such shares, or, if
less, the excess of the fair market value of the option shares at the time the
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option was granted over the price paid to acquire the shares. The difference
between the price received on such disposition and the participant's basis in
the option shares will be taxed as long-term capital gain. If the amount the
participant realizes on such disposition is less than the participant's basis,
then the participant will have a long term capital loss. If a participant
disposes of shares of Common Stock either two years or less after the options
were granted or one year or less after the exercise of an option (a
"disqualifying disposition"), the participant generally will have taxable
ordinary income equal to the difference between the fair market value of the
option shares at the time the shares were purchased and the amount paid to
acquire the shares. The difference between the price received on such
disposition and the participant's basis in the option shares will be taxed as
long-term capital gain if more than a year has elapsed since the option shares
were purchased but less than two years have elapsed since the date on which the
options were granted. Otherwise, such difference will be taxed as a short-term
capital gain. A participant's basis in the option shares will generally equal
the sum of the amount paid to purchase such shares and the amount of ordinary
income the participant is required to recognize in connection with such
purchase. The Company is not entitled to any deduction in connection with the
purchase or sale of shares of Common Stock, other than in connection with a
disqualifying disposition, in which case the Company is entitled to a deduction
equal to the amount of ordinary income required to be recognized by the
participant.
Amendment and Termination. The Board of Directors may amend the Company
ESPP to comply with the rules or regulations of any governmental authority, or
to be eligible for tax benefits under the Internal Revenue Code, or for any
other reasons, provided that no amendment may adversely affect the rights of any
participant, nor may any amendment increase the number of shares of Company
Common Stock authorized for sale under the Company ESPP without the approval of
the Company's shareholders. The Committee may amend the Company ESPP, subject to
the foregoing proviso, in order to facilitate its tax-effective use for non-U.S.
subsidiaries.
The Board of Directors recommends that stockholders vote "FOR"
the Employee Stock Purchase Plan.
PROPOSAL NO. 6:
INDEPENDENT AUDITORS
The Board of Directors recommends that stockholders ratify the appointment
of KPMG LLP by voting "FOR" ratification of KPMG LLP as the Company's auditors
for the 1999 fiscal year. In the event such selection is not ratified, the Board
of Directors will reconsider its selection.
KPMG LLP has audited the Company's financial statements for fiscal years
1995 through 1998. Representatives of KPMG LLP are expected to be present at the
meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions.
The Board of Directors recommends that
stockholders vote "FOR" the Auditor Ratification Proposal.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials
for the 2000 Annual Meeting of Stockholders, any stockholder proposals must be
received by the Company no later than January 28, 2000.
If a stockholder intends to present a proposal at the 2000 Annual Meeting
of Stockholders but does not seek inclusion of that proposal in LaserSight's
proxy statement for that meeting, the proxy holders for that meeting will be
entitled to exercise discretionary authority on that proposal if LaserSight has
not received notice of the proposal by April 12, 2000; provided, however, that
if the date of the 2000 Annual Meeting of Stockholders is changed by more than
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30 calendar days from the date of the 1999 Annual Meeting of Stockholders,
notice of any such stockholder proposals must be received by the Company a
reasonable time before the Company solicits proxies for the 2000 Annual Meeting
of Stockholders. If notice of any such proposal is timely received, the proxy
holders may exercise discretionary authority with respect to such proposal only
to the extent permitted by the regulations of the Securities and Exchange
Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter other
than those listed in the Notice of Meeting is to be presented for action at the
Annual Meeting. If any of the Board's nominees is unavailable for election as a
director or any other matter should properly come before the meeting, it is
intended that votes will be cast pursuant to the Proxy in respect thereto in
accordance with the best judgment of the person or persons acting as proxies.
By Order of the Board of Directors,
Gregory L. Wilson
Secretary
Winter Park, Florida
May 26, 1999
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ANNEX A
LASERSIGHT INCORPORATED
1999 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE AND EFFECTIVE DATE
1.1 The purpose of the LaserSight Incorporated 1999 Employee Stock Purchase
Plan (the "Plan") is to provide an opportunity for eligible employees
to acquire a proprietary interest in LaserSight Incorporated (the
"Company") through the purchase of shares of common stock of the
Company. It is the intent of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal
Revenue Code. The provisions of the Plan shall be construed to extend
and limit participation in a manner consistent with the requirements of
Section 423 of the Internal Revenue Code.
1.2 The Plan shall be effective on the Effective Date stated below, subject
to the approval of the Company's stockholders within one year after the
date the Plan is approved by the board of directors of the Company (the
"Board"). No option shall be granted under the Plan after the date on
which the Plan is terminated by the Board in accordance with Section
12.7 of the Plan.
2. DEFINITIONS
The following words and phrases, when used in this Plan, unless their
context clearly indicates otherwise, shall have the following respective
meanings:
2.1 "Account" means a recordkeeping account maintained for a Participant to
which payroll deductions are credited in accordance with Article 8
of the Plan.
2.2 "Article" means an Article of this Plan.
2.3 "Accumulation Period" means, as to the Company or a Participating
Subsidiary, a period of six months commencing on each successive
January 1 and July 1, provided that the first Accumulation Period shall
commence on the Effective Date and end on December 31, 1999.
Notwithstanding the foregoing, the Board or the Committee shall have
the authority to suspend or change the duration of Accumulation Periods
with respect to future offerings if such suspension or change is
announced as soon as practicable to all Participants.
2.4 "Base Earnings" means base salary, wages and commissions received by a
Participant from the Company or a Participating Subsidiary, excluding
bonuses and overtime pay.
2.5 "Board" means the board of directors of the Company.
2.6 "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>
2.7 "Committee" means the committee of the Board described in Section 3.1
of the Plan.
2.8 "Common Stock" means the Company's common stock, $.001 par value.
2.9 "Company" means LaserSight Incorporated, a Delaware corporation.
2.10 "Cut-Off Date" means the date established by the Committee from time to
time by which enrollment forms must be received prior to
an Enrollment Date.
2.11 "Effective Date" means September 1, 1999.
2.12 "Eligible Employee" means an Employee eligible to participate in the
Plan in accordance with Article 5.
2.13 "Employee" means an individual who performs services for the Company or
a Participating Subsidiary pursuant to an employment relationship
described in Treasury Regulations Section 31.3401(c)-1 or any successor
provision.
2.14 "Enrollment Date" means the first trading day of an Accumulation
Period.
2.15 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.16 "Fair Market Value" means, as of any applicable date:
(a) if the security is listed for trading on the New York
Stock Exchange, the mean between the high and low prices of the
security as reported on the New York Stock Exchange Composite Tape, or
if no such reported sale of the security shall have occurred on such
date, on the latest preceding date on which there was such a reported
sale, or
(b) if the security is not so listed, but is listed on another
national securities exchange or authorized for quotation on the Nasdaq
National Market ("Nasdaq/NMS"), the closing price, of the security on
such exchange or Nasdaq/NMS, as the case may be, or if no such reported
sale of the security shall have occurred on such date, on the latest
preceding date on which there was such a reported sale, or
(c) if the security is not listed for trading on a national
securities exchange or authorized for quotation on Nasdaq/NMS, the
average of the closing bid and asked prices as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
or, if no such prices shall have been so reported for such date, on the
latest preceding date for which such prices were so reported, or
(d) if the security is not listed for trading on a national
securities exchange or is not authorized for quotation on Nasdaq/NMS or
NASDAQ, the fair market value of the security as determined in good
faith by the Board.
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2.17 "Grant Date" means a date on which an Eligible Employee is granted
options under the Plan.
2.18 "Participant" means an Eligible Employee who has enrolled in the Plan
pursuant to Article 6.
2.19 "Participating Subsidiary" means a Subsidiary that has been designated
by the Committee in accordance with Section 3.3 of the Plan as covered
by the Plan. As of the Effective Date, all Subsidiaries of the Company
which are incorporated or organized under the laws of the United States
are Participating Subsidiaries of the Plan.
2.20 "Purchase Date" means the specific trading day during an Accumulation
Period on which shares of Common Stock are purchased under the Plan in
accordance with Article 9. For each Accumulation Period, the Purchase
Date shall be the last day of such Accumulation Period, or, if such day
is not a trading date, the next day which is a trading day.
2.21 "Rule 16b-3" means Rule 16b-3 under the Exchange Act.
2.22 "Section" means a section of this Plan, unless indicated otherwise.
2.23 "Securities Act" means the Securities Act of 1933, as amended.
2.24 "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if, as of the applicable Enrollment Date,
each of the corporations other than the last corporation in the chain
owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Executive Compensation and Stock
Option Committee of the Board. Membership on the Committee shall be
subject to such limitations as the Board deems appropriate to permit
transactions in Common Stock pursuant to the Plan to be exempt from
liability under Section 16(b) of the Exchange Act pursuant to Rule
16b-3 of the Securities and Exchange Commission thereunder.
3.2 The Committee may select one of its members as chairman and may appoint
a secretary. The Committee shall make such rules and regulations for
the conduct of its business as it shall deem advisable; provided,
however, that all determinations of the Committee shall be made by a
majority of its members.
3.3 The Committee shall have the power, subject to and within the limits of
the express provisions of the Plan, to construe and interpret the Plan
and options granted under it; to establish, amend and revoke rules and
regulations for administration of the Plan; to determine all questions
of policy and expediency that may arise in the administration of the
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Plan; and, generally, to exercise such powers and perform such acts as
the Committee deems necessary or expedient to promote the best
interests of the Company, including, but not limited to, designating
from time to time which Subsidiaries of the Company shall be
Participating Subsidiaries. The Committee's determinations as to the
interpretation and operation of this Plan shall be final and
conclusive.
In exercising the powers described in the foregoing paragraph,
the Committee may (a) delegate to the Company's President and Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer
any ministerial duties related to the implementation and operation of
the Plan, (b) engage third parties pursuant to Section 12.3 to assist
in the administration of the Plan, and (c) adopt special or different
rules for the operation of the Plan including, but not limited to,
rules which allow employees of any foreign Subsidiary to participate
in, and enjoy the tax benefits offered by, the Plan; provided that such
rules shall not result in any grantees of options having different
rights and/or privileges under the Plan nor otherwise cause the Plan to
fail to satisfy the requirements of Section 423 of the Internal Revenue
Code and the regulations thereunder.
3.4 This Article 3 relating to the administration of the Plan may be
amended by the Board from time to time as may be desirable to satisfy
any requirements of or under the federal securities and/or other
applicable laws of the United States, or to obtain any exemption under
such laws.
4. NUMBER OF SHARES
4.1 Two Hundred Thousand (200,000) shares of the Company's Common Stock are
reserved for sales and authorized for issuance pursuant to the Plan.
Shares sold under the Plan may be newly issued shares, outstanding
shares reacquired in private transactions or open market purchases, or
both. If any option granted under the Plan shall for any reason
terminate without having been exercised, the shares not purchased under
such option shall again become available for the Plan.
4.2 In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, acquisition of property or shares, separation, asset
spin-off, stock rights offering, liquidation or other similar change in
the capital structure of the Company, the Committee shall make such
adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan. In
the event that, after a Grant Date, there occurs a dissolution or
liquidation of the Company, except pursuant to a transaction to which
Section 424(a) of the Code applies, each option to purchase Common
Stock of the Company shall terminate, but the Participant holding such
option shall have the right to exercise his option prior to such
dissolution or liquidation.
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5. ELIGIBILITY REQUIREMENTS
5.1 Except as provided in Section 5.2, each individual who is an Employee
of the Company or a Participating Subsidiary shall become eligible to
participate in the Plan in accordance with Article 6 on the first
Enrollment Date following the individual's completion of 90 days of
continuous employment by the Company or a Subsidiary, provided that the
individual is an Employee on such Enrollment Date. Participation in the
Plan is entirely voluntary.
5.2 The following Employees are not eligible to participate in the Plan:
(a) Employees who, immediately upon enrollment in the Plan,
would own directly or indirectly, or hold options or rights to acquire,
an aggregate of 5% or more of the total combined voting power or value
of all outstanding shares of all classes of stock of the Company or any
Subsidiary (and for purposes of this paragraph, the rules of Code
Section 424(d) shall apply, and stock which the Employee may purchase
under outstanding options shall be treated as stock owned by the
Employee);
(b) Employees who are customarily employed by the Company or a
Participating Subsidiary for not more than five months in any calendar
year;
(c) Employees who are customarily employed by the Company or a
Participating Subsidiary for 20 hours or less per week;
(d) Employees who are prohibited by the laws of the nation of
their residence or employment from participating in the Plan;
(e) Employees who are members of a collective bargaining unit
covered by a collective bargaining agreement; provided that
participation in the Plan has been specifically considered (after
review of the terms of the Plan) and rejected by the collective
bargaining representative representing such employees; and
(f) Employees who are directors or "officers" of the Company
(as defined in Rule 16a-1(f) under the Exchange Act, as such rule may
be amended from time to time).
5.3 The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including without limitation Rule 16b-3.
Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the options shall be granted and may be exercised,
only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and
the options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
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6. ENROLLMENT
6.1 Any Eligible Employee may enroll in the Plan for an Accumulation Period
by completing and signing an enrollment form (which authorizes payroll
deductions during such Accumulation Period in accordance with Section
8.1) and submitting such enrollment form to the Company on or before
the Cut-Off Date immediately preceding the Accumulation Period. Such
enrollment form (and the authorization therein) shall be effective as
of the Enrollment Date occurring within the Accumulation Period to
which the enrollment form relates, and shall continue in effect for all
future Accumulation Periods until the earliest of:
(a) the date during the applicable Accumulation Period that
the Employee elects to change his enrollment in accordance with Section
8.3; and
(b) the date during the applicable Accumulation Period that
the Employee withdraws from the Plan or has a termination of employment
in accordance with Article 10.
7. GRANT OF OPTIONS ON ENROLLMENT
7.1 Enrollment by an Eligible Employee in the Plan as of an Enrollment Date
will constitute the grant by the Company to such Participant of an
option to purchase shares of Common Stock from the Company pursuant to
the Plan.
7.2 An option granted to a Participant pursuant to this Plan shall expire,
if not terminated for any reason first, on the earliest to occur of (a)
the end of the Purchase Date with respect to the Accumulation Period in
which such option was granted; (b) the completion of the purchase of
Common Stock under the option under Article 9; or (c) the date on which
participation of such Participant in the Plan terminates for any
reason.
7.3 An option granted to a Participant under the Plan shall give the
Participant a right to purchase on a Purchase Date any number of whole
shares of Common Stock which is not more than the product of the
percentage of Base Earnings designated in the Participant's enrollment
form in accordance with Section 8.1 and 110% (or such other percentage
as may be determined by the Committee in advance of an Accumulation
Period) of the Participant's annualized Base Earnings on the applicable
Enrollment Date, divided by 85% of the Fair Market Value of a share of
Common Stock as of the Grant Date for the option. For purposes of this
Section 7.3, Base Earnings of an hourly-paid Employee shall be
determined by multiplying such Employee's hourly rate of base pay as of
the beginning of the applicable Accumulation Period by the number of
regularly scheduled hours the Employee is expected to work during such
Accumulation Period, excluding overtime hours. For purposes of this
Section 7.3, if an Employee receives all or a portion of such
Employee's compensation in the form of commissions, then that portion
of Base Earnings attributable to commissions shall be determined
utilizing (a) an annualized projection (which is based on prior years'
commissions received or current year forecasts) of commissions to be
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received during the applicable Accumulation Period, or (b) such other
methodology that may be approved by the Committee.
8. PAYROLL DEDUCTIONS
8.1 An Employee who files an enrollment form pursuant to Article VI shall
elect and authorize in such form to have deductions made from his pay
on each payday during the Accumulation Period to which the enrollment
form relates, and he shall designate in such form the percentage of pay
to be deducted during such Accumulation Period. The maximum an Employee
may elect and authorize to have deducted on a calendar year basis is
the lesser of (a) 10% of his Base Earnings for such Accumulation
Period, or (b) $25,000. In authorizing such deduction the percentage
shall be a whole percentage of Base Earnings up to 10%. The minimum
amount an Employee may elect to authorize to have deducted is 1% of his
Base Earnings for such Accumulation Period.
8.2 Payroll deductions for a Participant shall commence as soon as
administratively practicable on the date on which the Participant's
authorization of such payroll deductions in an enrollment form becomes
effective in accordance with Article 6, and shall continue until the
date on which such authorization ceases to be effective in accordance
with Article 6. The amount of each payroll deduction made for a
Participant shall be credited to the Participant's Account as soon as
administratively feasible after the Participant's pay is withheld. All
payroll deductions received or held by the Company or a Participating
Subsidiary may be used by the Company or Participating Subsidiary for
any corporate purpose, and the Company or Participating Subsidiary
shall not be obligated to segregate such payroll deductions.
8.3 During an Accumulation Period, a Participant may elect to reduce or to
cease (but not to increase) payroll deductions made on his behalf for
the remainder of such Accumulation Period by delivering the applicable
forms to the Company in such manner and until such time as permitted by
the Committee. A Participant may elect to reduce payroll deductions no
more than once during an Accumulation Period, but may cease payroll
deductions at any time. A Participant who has ceased payroll deductions
may voluntarily withdraw from the Plan pursuant to Section 10.1.
8.4 A Participant may not make any separate or additional contributions to
his Account under the Plan, except when on leave of absence and then
only as provided in Section 10.3. Neither the Company nor any
Participating Subsidiary shall make separate or additional
contributions to any Participant's Account under the Plan.
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9. PURCHASE OF SHARES
9.1 Unless a Participant makes an election to receive a cash distribution
of the accumulated balance in his Account in accordance with Section
9.2, any option held by the Participant which was granted under this
Plan and which remains outstanding as of a Purchase Date shall be
deemed to have been exercised on such Purchase Date for the purchase of
the number of whole shares of Common Stock which the funds accumulated
in his Account as of the Purchase Date will purchase at the applicable
purchase price (but not in excess of the number of shares for which
options have been granted to the Participant pursuant to Section 7.3).
9.2 A Participant who holds an outstanding option as of a Purchase Date
shall not be deemed to have exercised such option if, within the time
limitation established by the Committee and in accordance with
procedures prescribed by the Committee, the Participant elects not to
exercise the option. The Participant's election not to exercise the
option shall be deemed a request to receive a cash distribution of all
funds accumulated in his Account as of the Purchase Date on which his
option is exercisable. Such cash distribution shall be distributed to
him as soon as administratively feasible after such Purchase Date. A
Participant who has elected not to exercise an option pursuant to this
Section 9.2 shall be deemed to have voluntarily withdrawn from the Plan
pursuant to Section 10.1.
9.3 If, after a Participant's exercise of an option under Section 9.1, an
amount remains credited to the Participant's Account as of a Purchase
Date, then the remaining amount shall be carried forward in the Account
for application to the purchase of Common Stock on the next following
Purchase Date.
9.4 The purchase price for each share of Common Stock purchased under any
option shall be 85% of the lower of:
(a) the Fair Market Value of a share of Common Stock on the
Grant Date for such option; or
(b) the Fair Market Value of a share of Common Stock on the
Purchase Date.
9.5 If Common Stock is purchased by a Participant pursuant to Section 9.1,
then, within a reasonable time after the Purchase Date, the Company
shall deliver or cause to be delivered to the Participant a certificate
or certificates for the number of shares purchased by the Participant
unless the Company has made arrangements to have the shares held at a
bank or other appropriate institution in non-certificated form. If any
law or applicable regulation of the Securities and Exchange Commission
or other body having jurisdiction shall require that the Company or the
Participant take any action in connection with the shares being
purchased under the option, delivery of the certificate or certificates
for such shares shall be postponed until the necessary action shall
have been completed, which action shall be taken by the Company at its
own expense, without unreasonable delay.
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Certificates delivered pursuant to this Section 9.5 shall be
registered in the name of the Participant or, if the Participant so
elects, in the names of the Participant and one or more such other
persons as may be designated by the Participant, as joint tenants with
rights of survivorship or as tenants by the entireties, to the extent
permitted by law.
9.6 In the case of Participants employed by a Participating Subsidiary, the
Committee may provide for Common Stock to be sold through the
Subsidiary to such Participants, to the extent consistent with Section
423 of the Code.
9.7 If the total number of shares of Common Stock for which an option is
exercised on any Purchase Date in accordance with this Article 9, when
aggregated with all shares of Common Stock previously granted under
this Plan, exceeds the maximum number of shares reserved in Section
4.1, the Company shall make a pro rata allocation of the shares
available for delivery and distribution in as nearly a uniform manner
as shall be practicable and as it shall determine to be equitable, and
the balance of payroll deductions (and interest, if any) credited to
the Account of each Participant under the Plan shall be returned to him
as promptly as possible.
9.8 If a Participant or former Participant sells, transfers, or otherwise
makes a disposition of Common Stock purchased pursuant to an option
granted under the Plan within two years after the date such option is
granted or within one year after the Purchase Date to which such option
relates, and if such Participant or former Participant is subject to
U.S. federal income tax, then such Participant or former Participant
shall notify the Company or Participating Subsidiary in writing of such
sale, transfer or other disposition within 10 days of the consummation
of such sale, transfer or other disposition, and shall remit to the
Company or Participating Subsidiary or authorize the Company or
Participating Subsidiary to withhold from other sources such amount as
the Company may determine to be necessary to satisfy any federal, state
or local tax withholding obligations of the Company or Participating
Subsidiary.
The Committee may from time to time establish rules and
procedures (including but not limited to postponing delivery of shares
until the earlier of the expiration of the two-year or one-year period
or the disposition of such shares by the Participant) to cause the
withholding requirements to be satisfied. Notwithstanding the
proceeding sentence, however, all required withholding of Canadian
federal or provincial taxes incurred by a Participant with respect to
his participation in the Plan shall be made from cash payments to such
Participant by the Participating Subsidiary that employs him.
10. WITHDRAWAL FROM THE PLAN: TERMINATION OF
EMPLOYMENT AND LEAVE OF ABSENCE
10.1 Withdrawal from the Plan. A Participant may withdraw from the Plan in
full (but not in part) during any Accumulation Period by delivering a
notice of withdrawal to the Company. Such notice shall be provided in a
manner and within the time limitation prescribed by the Committee. If
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<PAGE>
notice of withdrawal is timely received, all funds then accumulated in
the Participant's Account shall not be used to purchase Common Stock,
but shall instead be distributed to the Participant as soon as
administratively feasible. An Employee who has withdrawn during an
Accumulation Period may not return funds to the Company or a
Participating Subsidiary during the same Accumulation Period and
require the Company or Participating Subsidiary to apply those funds to
the purchase of Common Stock. Any Eligible Employee who has withdrawn
from the Plan may, however, re-enroll in the Plan on the next
subsequent Enrollment Date following withdrawal in accordance with the
provisions of Article 6.
10.2 Termination Of Employment. Participation in the Plan terminates
immediately when a Participant ceases to be employed by the Company or
a Participating Subsidiary for any reason whatsoever or otherwise
ceases to be an Eligible Employee, and such terminated Participant's
outstanding options shall thereupon terminate. As soon as
administratively feasible after termination of participation, the
Company or Participating Subsidiary shall pay to the Participant or his
beneficiary or legal representative all amounts accumulated in the
Participant's Account at the time of termination of participation.
10.3 Leave Of Absence. If a Participant takes a leave of absence without
terminating employment, such Participant shall have the right, at the
commencement of the leave of absence and in accordance with procedures
prescribed by the Committee, to elect: (a) to withdraw from the Plan in
accordance with Section 10.1; (b) to discontinue contributions to the
Plan but remain a Participant in the Plan through the balance of the
Accumulation Period in which his leave of absence begins; or (c) to
remain a participant in the Plan during such leave of absence,
authorizing deductions to be made from payments by the Company or a
Participating Subsidiary to the Participant during such leave of
absence and undertaking to make contributions to the Plan at the end of
each payroll period to the extent that amounts payable by the Company
to such Participant are insufficient to meet such Participant's
authorized Plan deductions.
11. DESIGNATION OF BENEFICIARY
11.1 Each Participant may designate in writing one or more beneficiaries to
receive the amount in his Account in the event of death and may, in his
sole discretion, change such designation in writing at any time. Any
such designation shall be effective upon receipt by the Company and
shall control over any disposition by will or otherwise.
11.2 As soon as administratively feasible after the death of a Participant,
amounts accumulated in his Account shall be paid in cash to the
designated beneficiaries or, in the absence of a valid designation, to
the executor, administrator or other legal representative of the
Participant's estate. Such payment shall relieve the Company of further
liability with respect to the Plan on Account of the deceased
Participant. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the Account unless the
Participant has given express contrary instructions.
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11.3 No beneficiary shall, prior to the death of the Participant by whom he
has been designated, acquire any interest in the amounts credited to
the Participant's Account under the Plan.
12. MISCELLANEOUS
12.1 No Payment Of Interest. Participants will not be paid interest on
amounts accumulated in such Participant's Account
12.2 Restrictions On Transfer. The rights of a Participant under the Plan
shall not be assignable by such Participant, and an option granted
under the Plan may not be exercised during a Participant's lifetime
other than by the Participant.
12.3 Administrative Assistance. If the Committee in its discretion so
elects, it may retain a brokerage firm, bank, financial institution or
other entity to assist in the purchase of shares, delivery of reports
or other administrative aspects of the Plan. If the Committee so
elects, each Participant shall (unless prohibited by applicable law) be
deemed upon enrollment in the Plan to have authorized the establishment
of an account on his behalf at such institution. Shares purchased by a
Participant under the Plan shall be held in the account in the
Participant's name, or if the Participant so indicates in the
enrollment form, in the Participant's name together with the name of
one or more other persons, in joint tenancy with right of survivorship
or spousal community property, or in certain forms of trusts approved
by the Committee.
12.4 Costs. Except as provided in this Section, all costs and expenses
incurred in administering the Plan shall be paid by the Company. The
Company shall pay brokerage fees, if any, which may be applicable to a
Participant's exercise of an option pursuant to Section 9.1. Each
Participant shall be responsible for any stamp duties, transfer taxes
and any other brokerage fees applicable to participation in the Plan
and such amounts shall be charged to the Account of such Participant by
the Company.
12.5 Equal Rights And Privileges. All Eligible Employees shall have equal
rights and privileges with respect to the Plan so that the Plan
qualifies as an "employee stock purchase plan" within the meaning of
Section 423 or any successor provision of the Code and the related
regulations. Notwithstanding the express terms of the Plan, any
provision of the Plan which is inconsistent with Section 423 or any
successor provision of the Code shall without further act or amendment
by the Company or the Board be reformed to comply with the requirements
of Code Section 423. This Section 12.5 shall take precedence over all
other provisions in the Plan.
12.6 Applicable Law. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Delaware.
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12.7 Amendment And Termination. The Board may amend, alter or terminate the
Plan at any time; provided, however, that no amendment which would
amend or modify the Plan in a manner requiring stockholder approval
under Code Section 423, Rule 16b-3, or the requirements of any
securities exchange on which the Common Stock is traded shall be
effective unless, within one year after it is adopted by the Board, it
is approved by the holders of a majority of the voting power of the
Company's outstanding shares. In addition, the Committee may amend the
Plan as provided in Section 3.3, subject to the conditions set forth
therein and in this Section 12.7.
If the Plan is terminated, the Board may elect to terminate
all outstanding options either prior to their expiration or upon
completion of the purchase of shares on the next Purchase Date, or may
elect to permit options to expire in accordance with their terms (and
participation to continue through such expiration dates). If the
options are terminated prior to expiration, all funds accumulated in
Participants' Accounts as of the date the options are terminated shall
be returned to the Participants as soon as administratively feasible.
12.8 No Rights Of Employment. Neither the grant nor the exercise of any
rights to purchase shares under this Plan nor anything in this Plan
shall impose upon the Company any obligation to employ or continue to
employ any employee. The right of the Company or Participating
Subsidiary to terminate any employee shall not be diminished or
affected because any rights to purchase shares have been granted to
such employee.
12.9 Requirements Of Law. The Company shall not be required to sell, issue,
or deliver any shares of Common Stock under this Plan if such sale,
issuance, or delivery might constitute a violation by the Company or
the Participant of any provision of law. Unless a registration
statement under the Securities Act is in effect with respect to the
shares of Common Stock proposed to be delivered under the Plan, the
Company shall not be required to issue such shares if, in the opinion
of the Company or its counsel, such issuance would violate the
Securities Act. Regardless of whether such shares of Common Stock have
been registered under the Securities Act or registered or qualified
under the securities laws of any state, the Company may impose
restrictions upon the hypothecation or further sale or transfer of such
shares (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Company or its counsel, such
restrictions are necessary or desirable to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or
any other law or are otherwise in the best interests of the Company.
Any determination by the Company or its counsel in connection with any
of the foregoing shall be final and binding on all parties.
If, in the opinion of the Company and its counsel, any legend
placed on a stock certificate representing shares of Common Stock
issued under the Plan is no longer required in order to comply with
applicable securities or other laws, the holder of such certificate
shall be entitled to exchange such certificate for a certificate
representing a like number of shares lacking such legend.
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The Company may, but shall not be obligated to, register or
qualify any securities covered by the Plan. The Company shall not be
obligated to take any other affirmative action in order to cause the
grant or exercise of any right or the issuance, sale, or deliver of
shares pursuant to the exercise of any right to comply with any law.
12.10 Gender. When used herein, masculine terms shall be deemed to include
the feminine, except when the context indicates to the contrary.
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<PAGE>
LASERSIGHT INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE 18, 1999
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby (i) appoints Michael R. Farris and Gregory L. Wilson
and each of them as Proxy holders and attorneys, with full power of substitution
to appear and vote all of the shares of Common Stock of LaserSight Incorporated
which the undersigned shall be entitled to vote at the Annual Meeting of
Stockholders of the Company, to be held on Friday, June 18, 1999 at 10:00 a.m.
EDT, and at any adjournments thereof, hereby revoking any and all proxies
previously given and (ii) authorizes and directs said Proxy holders to vote all
of the shares of Common Stock of the Company represented by this Proxy as
follows. If no directions are given below, said shares will be voted "FOR" Items
1, 2, 3, 4, 5 and 6.
(1) ELECTION OF DIRECTORS. J. Richard Crowley; Michael R. Farris; Terry A.
Fuller, Ph.D.; Gary F. Jonas; Francis E. O'Donnell, Jr., M.D.; and David T.
Pieroni.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the following line.)
________________________________________________________________________________
(2) Approve Amendment to 1995 Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Approve Amendment to Directors' Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Approve Amendment to Equity Incentive
Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) Approve Employee Stock Purchase Plan [ [ FOR [ ] AGAINST [ ] ABSTAIN
(6) Ratify appointment of
independent auditors [ ] FOR [ ] AGAINST [ ] ABSTAIN
(7) In their discretion to act on any other matters which may properly come
before the Annual Meeting.
Please date, sign and return promptly
in the accompanying envelope.
Dated: ____________________________, 1999
-----------------------------------------
-----------------------------------------
(If held jointly)
Your signature should be exactly the same
as the name imprinted herein. Persons
signing as executors, administrators,
trustees or in similar capacities should
so indicate. For joint accounts, each
joint owner must sign.
The Board of Directors Recommends You Vote FOR the Above Proposals.
<PAGE>
LASERSIGHT INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE 18, 1999
This Proxy is solicited on behalf of the Board of Directors
from the holders of Series C Preferred Stock
The undersigned hereby (i) appoints Michael R. Farris and Gregory L. Wilson and
each of them as Proxy holders and attorneys, with full power of substitution to
appear and vote all of the shares of Series C Preferred Stock of LaserSight
Incorporated which the undersigned shall be entitled to vote at the Annual
Meeting of Stockholders of the Company, to be held on Friday, June 18, 1999 at
10:00 a.m. EDT, and at any adjournments thereof, hereby revoking any and all
proxies previously given and (ii) authorizes and directs said Proxy holders to
vote all of the shares of Series C Preferred Stock of the Company represented by
this Proxy as follows. If no directions are given below, said shares will be
voted "FOR" Items 1, 2, 3, 4, 5 and 6.
(1) ELECTION OF DIRECTORS. J. Richard Crowley; Michael R. Farris; Terry A.
Fuller, Ph.D.; Gary F. Jonas; Francis E. O'Donnell, Jr., M.D.;
and David T. Pieroni.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the following line.)
________________________________________________________________________________
(2) Approve Amendment to 1995 Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Approve Amendment to Directors' Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Approve Amendment to Equity Incentive
Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) Approve Employee Stock Purchase Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) Ratify appointment of
independent auditors [ ] FOR [ ] AGAINST [ ] ABSTAIN
(7) In their discretion to act on any other matters which may properly come
before the Annual Meeting.
Please date, sign and return promptly
in the accompanying envelope.
Dated: ____________________________, 1999
-----------------------------------------
-----------------------------------------
(If held jointly)
Your signature should be exactly the same
as the name imprinted herein. Persons
signing as executors, administrators,
trustees or in similar capacities should
so indicate. For joint accounts, each
joint owner must sign.
The Board of Directors Recommends You Vote FOR the Above Proposals.
<PAGE>
LASERSIGHT INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE 18, 1999
This Proxy is solicited on behalf of the Board of Directors
from the holders of Series D Preferred Stock
The undersigned hereby (i) appoints Michael R. Farris and Gregory L. Wilson and
each of them as Proxy holders and attorneys, with full power of substitution to
appear and vote all of the shares of Series D Preferred Stock of LaserSight
Incorporated which the undersigned shall be entitled to vote at the Annual
Meeting of Stockholders of the Company, to be held on Friday, June 18, 1999 at
10:00 a.m. EDT, and at any adjournments thereof, hereby revoking any and all
proxies previously given and (ii) authorizes and directs said Proxy holders to
vote all of the shares of Series D Preferred Stock of the Company represented by
this Proxy as follows. If no directions are given below, said shares will be
voted "FOR" Items 1, 2, 3, 4, 5 and 6.
(1) ELECTION OF DIRECTORS. Juliet Tammenoms Bakker; J. Richard Crowley;
Michael R. Farris; Terry A. Fuller, Ph.D.; Gary F. Jonas; Francis E.
O'Donnell, Jr., M.D.; and David T. Pieroni.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the following line.)
________________________________________________________________________________
(2) Approve Amendment to 1995 Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Approve Amendment to Directors' Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Approve Amendment to Equity Incentive
Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) Approve Employee Stock Purchase Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) Ratify appointment of
independent auditors [ ] FOR [ ] AGAINST [ ] ABSTAIN
(7) In their discretion to act on any other matters which may properly come
before the Annual Meeting.
Please date, sign and return promptly
in the accompanying envelope.
Dated: ____________________________, 1999
-----------------------------------------
-----------------------------------------
(If held jointly)
Your signature should be exactly the same
as the name imprinted herein. Persons
signing as executors, administrators,
trustees or in similar capacities should
so indicate. For joint accounts, each
joint owner must sign.
The Board of Directors Recommends You Vote FOR the Above Proposals.
