Reg. No. 333-____
As filed with the Securities and Exchange Commission on July 31, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LaserSight Incorporated
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0273162
(State of Incorporation) (I.R.S. Employer Identification No.)
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
(Address and Zip Code of Principal Executive Offices)
LaserSight Incorporated Amended and Restated 1996 Equity Incentive Plan
(Full Title of the Plan)
Gregory L. Wilson
Chief Financial Officer
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
(407) 678-9900
(Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee
---------------- -------------- --------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share(3) 1,500,000 shares $3.875 $5,812,500 $1,534.50
</TABLE>
(1) Consists of 1,500,000 additional shares of Common Stock, including the
associated preferred stock purchase rights described in note 3 below
("Common Stock"), issuable pursuant to the LaserSight Incorporated Amended
and Restated 1996 Equity Incentive Plan. In the event of a stock split,
stock dividend, or similar transaction involving the Common Stock, in order
to prevent dilution, the number of shares of Common Stock registered hereby
shall be automatically increased to cover the additional shares of Common
Stock in accordance with Rule 416 under the Securities Act of 1933, as
amended ("Securities Act").
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices reported for the Registrant's common stock on the
Nasdaq National Market on July 24, 2000. Estimated solely for the purpose
of calculating the registration fee in accordance with Rule 457 under the
Securities Act.
(3) Includes the associated preferred stock purchase rights (the "Rights") to
purchase one one-thousandth of a share of Series E Junior Participating
Preferred Stock. The Rights initially are attached to and trade with the
Common Stock of the Registrant. The value attributable to such Rights, if
any, is reflected in the offering price of the Common Stock.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an aggregate of
1,500,000 additional shares of Common Stock of LaserSight Incorporated issuable
pursuant to awards granted under the LaserSight Incorporated Amended and
Restated 1996 Equity Incentive Plan. As permitted by General Instruction E to
Form S-8, the contents of earlier Registration Statements on Form S-8 in respect
of the 1996 Equity Incentive Plan, as filed with the Securities and Exchange
Commission (the "Commission") on November 26, 1996 (Reg. No. 333-16823), August
31, 1998 (Reg. No. 333-62591), and July 30, 1999 (Reg. No. 333-84075) are hereby
incorporated herein by reference, except as otherwise updated or modified by
this Registration Statement.
- i -
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by LaserSight
Incorporated are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) LaserSight's Annual Report on Form 10-K with respect to the fiscal year
ended December 31, 1999 filed by LaserSight with the Commission on
March 30, 2000, as amended by Form 10-K/A filed on May 8, 2000;
(b) All other reports filed by LaserSight with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since December 31, 1999.
(c) The description of LaserSight's Common Stock under the caption
"Description of Securities" on pages 19-25 of the prospectus forming a
part of the Registration Statement on Form S-3 (Reg. No. 333-35822)
under the Securities Act filed with the Commission on May 17, 2000.
All documents subsequently filed by LaserSight pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
II-1
<PAGE>
Item 8: Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 1 to
the Form 8-A/A (Amendment No. 4) filed by LaserSight on June 25, 1998).
4.2 Bylaws, as amended (filed as Exhibit 3.2 to the Company's Form 8-K
filed on December 20, 1999).
4.3 Rights Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company, as Rights
Agent, which includes (i)as Exhibit A thereto the form of Certificate
of Designation of the Series E Junior Participating Preferred Stock,
(ii) as Exhibit B thereto the form of Right certificate (separate
certificates for the Rights will not be issued until after the
Distribution Date) and (iii) as Exhibit C thereto the Summary of
Stockholder Rights Agreement (incorporated by reference to Exhibit
99.1 to the Form 8-K filed by LaserSight on July 8, 1998).
4.4 First Amendment to Rights Agreement, dated as of March 22, 1999,
between LaserSight Incorporated and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 2 to
Form 8-A/A filed by LaserSight on March 29, 1999).
4.5 Second Amendment to Rights Agreement, dated as of January 28, 2000,
between LaserSight Incorporated and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 99.9 to
the Form 8-K filed by the Company on February 8, 2000).
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (on signature page)
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaserSight
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Winter Park, Florida on July 31, 2000.
LASERSIGHT INCORPORATED
By: /s/ Michael R. Farris
-------------------------------------
Michael R. Farris
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael R. Farris and Gregory L. Wilson
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, and each of them, and agents or their substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
/s/Michael R. Farris July 31, 2000
------------------------------------------------------
Michael R. Farris, President, Chief Executive Officer,
and Director
/s/Francis E. O'Donnell, Jr., M.D. July 31, 2000
------------------------------------------------------
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director
/s/Terry A. Fuller, Ph.D. July 31, 2000
------------------------------------------------------
Terry A. Fuller, Ph.D., Director
/s/Gary F. Jonas July 31, 2000
------------------------------------------------------
Gary F. Jonas, Director
/s/D. Michael Litscher July 31, 2000
------------------------------------------------------
D. Michael Litscher, Chief Operating Officer and
Director
II-3
<PAGE>
/s/Guy W. Numann July 31, 2000
------------------------------------------------------
Guy W. Numann, Director
/s/David T. Pieroni July 31, 2000
------------------------------------------------------
David T. Pieroni, Director
/s/Gregory L. Wilson July 31, 2000
------------------------------------------------------
Gregory L. Wilson, Chief Financial Officer (Principal
Accounting Officer)
II-4
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number
------
Description of Exhibit
----------------------
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
