LASERSIGHT INC /DE
S-3, EX-24.1, 2000-09-22
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Gregory L. Wilson
                                           -------------------------------------
                                           Name: Gregory L. Wilson


<PAGE>

                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Terry A. Fuller, Ph.D.
                                           -------------------------------------
                                           Name: Terry A. Fuller, Ph.D.
<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Francis E. O'Donnell, Jr., M.D.
                                           -------------------------------------
                                           Name: Francis E. O'Donnell, Jr., M.D.
<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/D. Michael Litscher
                                           -------------------------------------
                                           Name: D. Michael Litscher

<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Guy W. Numann
                                           -------------------------------------
                                           Name: Guy W. Numann

<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Michael R. Farris
                                           -------------------------------------
                                           Name: Michael R. Farris

<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.
                                           /s/Gary F. Jonas
                                           -------------------------------------
                                           Name: Gary F. Jonas

<PAGE>


                                POWER OF ATTORNEY

         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints Michael R. Farris and Gregory L. Wilson, and each of them, any one of
whom may act without the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in his name,
place and stead, in any and all capacities, to sign on his behalf the
registration statement on Form S-3 (the "Registration Statement") relating to
the sale of shares of the common stock, $.001 par value (the "Common Stock"), of
LaserSight Incorporated, a Delaware corporation (the "Company"), by certain
shareholders of the Company, including without limitation the following:

                  (i) all shares of Common Stock that were issued in the
                  Company's September 2000 private placement (ii) all shares of
                  Common Stock that may from time to time become issuable upon
                  the exercise of warrants issued related to the Company's
                  September 2000 private placement, and (iii) shares held by any
                  other shareholder of the Company who has the right to require
                  the Company to include some or all of these shares in a
                  Registration Statement (to the extent such holder elects to
                  have such shares included in the Registration Statement),

and any and all additional amendments to the Registration Statement, which
amendments may make such changes and additions to the Registration Statement as
such attorney-in-fact may deem necessary or appropriate, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith with the Securities and
Exchange Commission under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 2000.



                                           /s/David T. Pieroni
                                           -------------------------------------
                                           Name: David T. Pieroni







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