SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LaserSight Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 65-0273162
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(State of incorporation or organization) (IRS Employer
Identification No.)
3300 University Boulevard, Suite 140, Orlando, Florida 32792
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered.
On March 22, 1999, LaserSight Incorporated, a Delaware corporation (the
"Company") and American Stock Transfer & Trust Company, a New York corporation,
as Rights Agent (the "Rights Agent"), adopted the First Amendment (the
"Amendment") to the Rights Agreement dated as of July 2, 1998 (the "Rights
Agreement") between the Company and the Rights Agent. The Amendment, among other
things, provides that no person shall become an Acquiring Person (as defined in
the Rights Agreement) as the result an acquisition of LaserSight securities (or
the acquisition of Common Shares upon the exercise of such securities) pursuant
to and in accordance with that certain Securities Purchase Agreement dated as of
March 22, 1998 by and among the Company and the investors named therein. The
Amendment to the Rights Agreement is attached as an exhibit hereto, and is
incorporated herein by reference. Except as incorporated by reference herein,
the description of the Rights Agreement set forth in the Registration Statement
on Form 8-A filed by the Company with the Securities and Exchange Commission on
July 7, 1998 remains in full force and effect. Item 2. Exhibits.
Item 2. Exhibits.
Exhibit
Number Description
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1 Rights Agreement, dated as of July 2, 1998, between
LaserSight Incorporated and American Stock Transfer & Trust
Company as Rights Agent, which includes (i) as Exhibit A
thereto the form of Certificate of Designation of the Series
E Junior Participating Preferred Stock, (ii) as Exhibit B
thereto the form of Right certificate (separate certificates
for the Rights will not be issued until after the
Distribution Date) and (iii) as Exhibit C thereto the
Summary of Stockholder Rights Agreement (incorporated by
reference from the Registration Statement on Form 8-A filed
with the Commission on July 7, 1998).
2 First Amendment dated as of March 22, 1999, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: March 29, 1999 LaserSight Incorporated
By: /s/ Michael R. Farris
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Name: Michael R. Farris
Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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1 Rights Agreement, dated as of July 2, 1998, between
LaserSight Incorporated and American Stock Transfer & Trust
Company as Rights Agent, which includes (i) as Exhibit A
thereto the form of Certificate of Designation of the Series
E Junior Participating Preferred Stock, (ii) as Exhibit B
thereto the form of Right certificate (separate certificates
for the Rights will not be issued until after the
Distribution Date) and (iii) as Exhibit C thereto the
Summary of Stockholder Rights Agreement (incorporated by
reference from the Registration Statement on Form 8-A filed
with the Commission on July 7, 1998).
2 First Amendment dated as of March 22, 1999, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent.
EXHIBIT 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT to the Rights Agreement (the "Rights Agreement") dated
as of July 2, 1998, between LaserSight Incorporated and American Stock Transfer
& Trust Company as Rights Agent ("American Stock Transfer") is dated as of the
22nd day of March 1999.
WHEREAS, the Company proposes to enter into that certain Securities
Purchase Agreement dated as of March 22, 1999 (the "Securities Purchase
Agreement") with William D. Coneliuson, EGS Private Healthcare Partnership,
L.P., EGS Private Healthcare Counterpart, L.P., Pequot Offshore Private Equity
Fund, Inc., Pequot Private Equity Fund, L.P., Pequot Scout Fund, L.P., Special
Situations Private Equity Fund, L.P., Stark International, Shepherd Investments
International, Ltd and TLC The Laser Center, Inc. (collectively, the
"Purchasers"), and following the consummation of the transactions contemplated
by the Securities Purchase Agreement the Purchasers will be significant
stockholders of the Company; and
WHEREAS, the Board of Directors of the Company believes that it is in
the best interests of the Company and its stockholders that the transactions
contemplated by the Securities Purchase Agreement be consummated on the terms
set forth in the Securities Purchase Agreement;
WHEREAS, the Board of Directors of the Company desires to amend the
Rights Agreement such that the execution of the Securities Purchase Agreement
and the consummation of the transactions contemplated thereby will not cause (i)
the Purchasers or their respective Affiliates or Associates to become an
Acquiring Person as a result of the acquisition of securities of the Company
pursuant to the Securities Purchase Agreement or (ii) a Distribution Date, a
Shares Acquisition Date or a Triggering Event to occur, irrespective of the
number of securities acquired pursuant to the Securities Purchase Agreement;
WHEREAS, Section 27 of the Rights Agreement authorizes the Board of
Directors of the Company and the Rights Agent to adopt the proposed amendment
without the approval of the Company's stockholders; and
WHEREAS, capitalized terms used but not defined herein have the
meanings assigned to such terms in the Rights Agreement;
NOW, THEREFORE, in consideration of the recitals (which are deemed to
be a part of this Amendment) and agreements contained herein, the parties hereto
agree to amend the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding the foregoing, no Person shall become an Acquiring
Person as the result an acquisition of securities of the Company (or
the acquisition of Common Shares upon the conversion of such
<PAGE>
securities) pursuant to and in accordance with the Securities Purchase
Agreement; provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company
then outstanding by reason of the acquisition of securities (including
the acquisition of Common Shares upon the exercise of any such
securities) pursuant to and in accordance with the Securities Purchase
Agreement and shall, after such share acquisitions, (A) acquire, in one
or more transactions, beneficial ownership of an additional number of
Common Shares which exceeds 0.5% of the then-outstanding Common Shares
and (B) beneficially own after such acquisition 15% or more of the
aggregate number of Common Shares of the Company then outstanding, then
such Person shall be deemed to be an Acquiring Person.
2. Section 1(w) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary,
neither the execution and delivery of the Securities Purchase Agreement
nor consummation of the transactions contemplated thereby (including
the exercise of any securities acquired pursuant thereto) shall be
deemed to cause a Shares Acquisition Date.
3. Section 1(y) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary,
neither the execution and delivery of the Securities Purchase Agreement
nor consummation of the transactions contemplated thereby (including
the exercise of any securities acquired pursuant thereto) shall be
deemed to be a Triggering Event.
4. Section 3(a) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary,
neither the execution and delivery of the Securities Purchase Agreement
nor consummation of the transactions contemplated thereby (including
the exercise of any securities acquired pursuant thereto) shall be
deemed to cause a Distribution Date.
5. Section 15 of the Rights Agreement is hereby modified and amended to
add the following sentence at the end thereof:
Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with any transactions
contemplated by the Securities Purchase Agreement.
6. Except as expressly amended hereby, the Rights Agreement remains in
full force and effect.
<PAGE>
7. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware, and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and performed entirely within such State.
8. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
LASERSIGHT INCORPORATED
Attest:
By /s/ Gregory L. Wilson By /s/ Michael R. Farris
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Name: Gregory L. Wilson Name: Michael R. Farris
Title: Chief Financial Officer Title: President and Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
Attest:
By /s/ Susan Silber By /s/ Herbert J. Lemmer
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Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
