LASERSIGHT INC /DE
SC 13G, 1999-04-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*



                             LASERSIGHT INCORPORATED
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    517924106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                               March 24, 1999(PSI)
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check    the  appropriate  box to  designate  the rule  pursuant  to which  this
Schedule 13G is filed:  

               [ ] Rule 13d-1(b) 
               [X] Rule 13d-1(c) 
               [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).
- ------------------
(PSI) The reporting  persons currently have a Schedule 13D on file with the SEC.
The  reporting  persons are now eligible to use Schedule 13G and  therefore  are
filing this Schedule 13G as an amendment to the Schedule 13D.


<PAGE>

 
                               CUSIP NO. 517924106
- --------------------------------------------------------------------------------

(1)    Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons
       (entities only):  Michael A. Roth and Brian J. Stark (filing as joint 
       filers pursuant to Rule 13(d)-1(k))
- --------------------------------------------------------------------------------

(2)     Check the Appropriate Box if a Member of a Group (See Instructions)
        (a)                             (b)
- --------------------------------------------------------------------------------

(3)     SEC Use Only
- --------------------------------------------------------------------------------

(4)     Citizenship or Place of Organization:  United States
- --------------------------------------------------------------------------------

Number of Shares Beneficially Owned by Each           (5) Sole Voting
      Reporting Person With                                  Power:     940,508*
                                                      (6) Shared Voting
                                                             Power:       --
                                                      (7) Sole Dispositive
                                                             Power:     940,508*
                                                      (8) Shared Dispositive
                                                             Power:      --
- --------------------------------------------------------------------------------

(9)  Aggregate  Amount  Beneficially  Owned by Each Reporting  Person:  940,508*
     (includes  431,308 shares issuable to the reporting  person upon conversion
     of convertible securities of the Issuer)
- --------------------------------------------------------------------------------

(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See 
     Instructions)
- --------------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9): 5.9%
- --------------------------------------------------------------------------------


(12) Type of Reporting Person (See Instructions):  IN
- --------------------------------------------------------------------------------

<PAGE>

* 580,254 shares of the Issuer's common stock ("Shares")  beneficially  owned by
the  reporting  persons  are owned  through  Stark  International  ("Stark"),  a
partnership  of which both  reporting  persons are managing  partners,  and that
number  includes  225,654 Shares issuable to Stark upon the exercise of warrants
purchased by Stark from the Issuer.  360,254  Shares  beneficially  owned by the
reporting  persons are owned through Shepherd  Investments  International,  Ltd.
("Shepherd"),  a  partnership  of which  both  reporting  persons  are  managing
partners,  and that number includes 205,654 Shares issuable to Shepherd upon the
exercise of warrants purchased by Shepherd from the Issuer.

Item 1(a).  Name Of Issuer:  LaserSight Incorporated
- --------------------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal  Executive  Offices:  3300  University
Blvd, Suite 140, Winter Park, Florida 32792
- --------------------------------------------------------------------------------

Item 2(a).  Name of Person Filing:  Brian J. Stark and Michael A. Roth
- --------------------------------------------------------------------------------
Item 2(b).  Address of Principal Business Office or, if None, Residence:  1500 
            West Market Street, Mequon, WI 53092
- --------------------------------------------------------------------------------

Item 2(c).  Citizenship:  United States
- --------------------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:  Common Stock
- --------------------------------------------------------------------------------

Item 2(e).  CUSIP No.:  517924106
- --------------------------------------------------------------------------------

Item 3.  If This Statement Is Filed Pursuant to ss.240.13d-1(b) or 240.13d-2(b) 
         or (c), check whether the Person Filing is a

        (a) [ ] Broker or  Dealer  registered  under  Section  15  of the Act 
(15 U.S.C. 78o);

        (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

        (c) [ ] Insurance company as defined in section 3(a)(19) of the Act 
(15 U.S.C. 78c);

        (d) [ ] Investment Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);

        (e) [ ] An Investment Adviser in accordance with ss.240.13d-1(b)(1)(ii)
(E);

<PAGE>

        (f) [ ] An Employee  Benefit Plan or Endowment Fund in accordance  with
ss.240.13d-1(b)(1)(ii)(F);

        (g) [ ] A Parent Holding Company or  control  person in accordance with
ss.240.13d-1(b)(1)(ii)(G);

        (h) [ ] A  Savings  Associations   as  defined  in  Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);

        (i) [ ] A  Church  Plan  that is  excluded  from the  definition  of an
investment  company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);

        (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership

         (a)      Amount Beneficially Owned (as of March 24, 1999):

                  940,508  (includes  431,308  shares  issuable to the reporting
                  persons  upon  conversion  of  convertible  securities  of the
                  Issuer)

         (b)      Percent of Class (as of March 24, 1999):

                  5.9%                                        

         (c)      Number of Shares as to which such person has:

                  (i)  sole power to vote or to direct the vote   940,508

                  (ii) shared power to vote or to direct the vote      --     
                                                                   -----------

                 (iii) sole power to dispose or to direct the disposition of
940,508

                 (iv) shared power to dispose or to direct the disposition of --


Item 5.   Ownership of Five Percent or Less of a Class

          If this  statement  is being  filed to report  the fact that as of the
date hereof the reporting  person has ceased to be the beneficial  owner of more
than five percent of the class of securities, check the following [ ].

<PAGE>

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.  N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the 
         Security Being Reported on by the Parent Holding Company.  N/A

Item 8.  Identification and Classification of Members of the Group.  N/A

Item 9.  Notice of Dissolution of Group.  N/A

Item 10.  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.



                                                     April 14, 1999             
                                                         (Date)


                                                     /s/ Brian J. Stark         
                                                       (Signature)


                                                     Brian J. Stark             
                                                      (Name/Title)


                                                     /s/ Michael A. Roth        
                                                       (Signature)


                                                     Michael A. Roth            
                                                      (Name/Title)

      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)


<PAGE>


                                    EXHIBIT 1

                          AGREEMENT AS TO JOINT FILING

                              Dated April 14, 1999

          The  undersigned  hereby  agree that the  Schedule 13G with respect to
LaserSight  Incorporated  dated as of the date hereof is filed on behalf of each
of the undersigned jointly pursuant to Rule 13d-1(k).


                                                      /s/Brian J. Stark         
                                                      Brian J. Stark


                                                      /s/Michael A. Roth        
                                                      Michael A. Roth



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