<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
REGISTRATION NO. 333-__________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SIGHT RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
04-3181524
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67 South Bedford Street, Burlington, MA 01803 (617) 229-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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William G. McLendon, President
67 South Bedford Street, Burlington, MA 01803 (617) 229-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
Lewis J. Geffen, Esq.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center, Boston, MA 02111
(617) 542-6000
FAX (617)542-2241
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Each Class of Amount to be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
Securities to Be Registered Price Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 392,525 shares $3.75 $1,471,969 $446.06
====================================================================================================================================
<FN>
(1)Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on the
average of the high and low prices of the Company's Common Stock as reported on the Nasdaq National Market on April 4, 1997.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
AVAILABLE INFORMATION.....................................................2
ADDITIONAL INFORMATION....................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................2
RISK FACTORS..............................................................3
THE COMPANY..............................................................10
USE OF PROCEEDS..........................................................10
DIVIDEND POLICY..........................................................10
SELLING STOCKHOLDERS.....................................................11
LEGAL MATTERS............................................................12
EXPERTS..................................................................13
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<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these Securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 11, 1997
PROSPECTUS
392,525 SHARES
SIGHT RESOURCE CORPORATION
COMMON STOCK
This Prospectus relates to 392,525 shares of Sight Resource Corporation
("Sight Resource" or the "Company") Common Stock, par value $.01 (the "Common
Stock"), which are being offered and sold by certain stockholders of the Company
(the "Selling Stockholders"). The Selling Stockholders, directly or through
agents, broker-dealers or underwriters, may sell the Common Stock offered hereby
from time to time on terms to be determined at the time of the sale, in
transactions on the Nasdaq National Market or in privately negotiated
transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principal or both (which compensation to a particular
broker-dealer may be in excess of customary commissions). The Company will not
receive any proceeds from the sale of shares by the Selling Stockholders. See
"Selling Stockholders" and "Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the
symbol "VISN". On April 10, 1997, the last reported sales price of the Common
Stock was $4.00 per share.
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Expenses payable by the Company in connection
with this offering are estimated to be $20,946.06, which are expected to be
reimbursed by one of the Selling Stockholders. The aggregate proceeds to the
Selling Stockholders from the Common Stock will be the purchase price of the
Common Stock sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. See "Plan of Distribution."
The Selling Stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), and any commission received by them and any profit on the resale of the
Common Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Act. The Company has agreed to indemnify the Selling
Stockholders and certain other persons against certain liabilities, including
liability under the Act.
The date of this Prospectus is _______
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The Company's Common Stock is currently quoted on the Nasdaq National Market and
such reports and other information can also be inspected at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
ADDITIONAL INFORMATION
A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information contained
in such Registration Statement and the exhibits and schedules thereto, certain
portions of which have been omitted pursuant to the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Prospectus
regarding the contents of any contract or any other documents are not
necessarily complete and, in each instance, reference is hereby made to the copy
of such contract or document filed as an exhibit to the Registration Statement.
The Registration Statement, including exhibits thereto, may be inspected without
charge at the Commission's principal office in Washington, D.C. and copies of
all or any part thereof may be obtained from the Public Reference Section,
Securities and Exchange Commission, Washington, D.C., 20549, upon payment of the
prescribed fees. Electronic registration statements made through the Electronic
Data Gathering, Analysis, and Retrieval system are publicly available through
the Commission's Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the commission
pursuant to the Exchange Act are by this reference incorporated in and made a
part of this Prospectus:
(1) The Annual Report on Form 10-K for the fiscal year ended December
31, 1996; and
(2) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 31, 1992.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part of this Prospectus from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner to whom
this Prospectus is delivered, upon a written or oral request to the Vice
President of Finance and Administration and General Counsel of the Company, at
the Company's principal executive offices at 67 South Bedford Street,
Burlington, MA 01803, telephone number (617) 229-1100.
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<PAGE> 5
RISK FACTORS
An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. Accordingly, in addition to the other
information in this Prospectus, prospective purchasers are urged to consider
carefully the following risk factors in determining whether to purchase the
securities offered hereby.
This Prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the description of the Company's plans and objectives for
future operations, assumptions underlying such plans and objectives and other
forward-looking statements included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996. Such statements are based on management's
expectations and are subject to a number of factors and uncertainties which
could cause actual results to differ materially from those described in the
forward-looking statements. Factors which could cause such results to differ
materially from those described in the forward-looking statements include those
set forth in the risk factors below.
LOSSES FROM RECENT OPERATIONS; ABSENCE OF PROFITABILITY; LIMITED OPERATING
HISTORY
The Company has experienced losses in each year of operation since
inception in November 1992 and may continue to incur significant operating
losses for the foreseeable future. For the fiscal year ended December 31, 1996,
the Company incurred a net loss of $5.9 million bringing its accumulated deficit
to $15.2, million at December 31, 1996. Although the Company's laser vision
correction ("LVC") business began in the United Kingdom in 1993, the FDA
approved the use of excimer lasers to perform LVC in October 1995. In addition,
the Company has a limited history of operating multi-site eye care centers,
which operations commenced in 1995 with the acquisitions of Cambridge Eye
Associates, Inc. ("Cambridge Eye") and Douglas Vision World, Inc. ("Vision
World") and E.B. Brown Opticians Incorporated ("E.B. Brown"). In view of the
Company's limited experience operating multi-site eye care centers, managing the
practices of eye care professionals and marketing LVC services in the United
States, there can be no assurance that the Company will ever achieve
profitability.
GOVERNMENT REGULATION AND SUPERVISION
The health care industry is highly regulated and there can be no
assurance that the regulatory environment in which the Company operates will not
change significantly in the future. The Company expects to modify its agreements
and operations from time to time as the business and regulatory environment
changes. While the Company believes that its operations comply with applicable
law, there can be no assurance that it will be able to successfully address
changes in the regulatory environment.
Each state imposes licensing requirements on individual opticians,
optometrists and ophthalmologists and on facilities and services operated by
these professionals. In addition, federal and state laws regulate health
maintenance organizations ("HMOs") and other managed care organizations with
which the Company's affiliated professional corporations may have contracts. In
addition to extensive existing government health care regulation, there have
been numerous initiatives on the federal and state levels for comprehensive
reforms affecting the payment for and availability of health care services. The
Company believes that such initiatives will continue during the foreseeable
future. Aspects of certain of these reforms as proposed in the past, such as
further reductions in Medicare and Medicaid payments and additional prohibitions
on physician ownership, directly or indirectly, of facilities to which they
refer patients, if adopted, could adversely affect the Company.
The laws of many states prohibit the unlawful rebate or unlawful
division of professional fees and prohibit non-physician entities from
practicing medicine. These laws vary from state to state and are enforced by the
courts and by regulatory authorities with broad discretion. In addition, the
regulatory framework of certain jurisdictions may limit the Company's expansion
into such jurisdictions if the Company is unable to modify its operational
structure to conform with such regulatory framework.
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<PAGE> 6
Federal law prohibits the offer, payment, solicitation or receipt of
any form of remuneration in return for, or in order to induce, the referral of a
person or the furnishing or arranging for the furnishing of items or services
reimbursable under Medicare or Medicaid. Pursuant to this anti-kickback law, the
federal government has recently announced a policy of increased scrutiny of
joint ventures and other transactions among health care providers in an effort
to reduce potential fraud and abuse relating to Medicare costs. The
applicability of these provisions to many business transactions in the health
care industry has not yet been subject to judicial and regulatory
interpretation. Noncompliance with the federal anti-kickback legislation can
result in exclusion from Medicare and Medicaid programs and civil and criminal
penalties.
The Company believes that, although it receives fees under management
services contracts for management services, it is not in a position to make or
influence referrals of patients or services reimbursed under Medicare or
Medicaid programs to its affiliated practices or to receive such referrals. Such
service fees are intended by the Company to be consistent with fair market value
in arm's length transactions for the nature and amount of management services
rendered and therefore would not constitute unlawful remuneration under
anti-kickback laws and regulations. If the Company is deemed to be in a position
to make, influence or receive referrals from or to physicians, or the Company is
deemed to be a provider under the Medicare or Medicaid programs, the operations
of the Company could be subject to scrutiny under federal and state
anti-kickback and anti-referral laws.
Significant prohibitions against physician referrals have been enacted
by Congress. These prohibitions, commonly known as "Stark II," amended prior
physician self-referral legislation known as "Stark I" by dramatically enlarging
the field of physician-owned or physician-interested entities to which the
referral prohibitions apply. Effective December 31, 1994, Stark II prohibits a
physician from referring Medicare or Medicaid patients to an entity providing
"designated health services" in which the physician has an ownership or
investment interest, or with which the physician has entered into a compensation
arrangement. The designated health services include prosthetic devices, which
under applicable regulations and interpretations include one pair of eyeglasses
or contact lenses furnished after cataract surgery and intraocular lenses
provided at ambulatory surgery centers. The penalties for violating Stark II can
be substantial. The Company believes that although it will receive fees under
the management service contracts for management services, it is not in a
position to make or influence referrals of patients. To the extent that the
Company or any affiliated practice is deemed to be subject to the prohibitions
contained in Stark II for services, the Company believes its activities fall
within the permissible activities defined in Stark II, including, but not
limited to, the provision of in-office ancillary services.
COMPETITION
The Company experiences competition regarding the acquisition of the
assets of, and the provisions of management services to, eye care centers and
practices. Several companies, both publicly and privately held, that have
established operating histories and greater resources than the Company are
pursuing the acquisition of the assets of general and specialty practices and
the management of such practices. There can be no assurance that the Company
will be able to compete effectively in this regard with such competitors, that
additional competitors will not enter the market, or that such competition will
not make it more difficult to acquire the assets of, and provide management
services to, eye care practices on terms favorable to the Company.
Eye care practices affiliated with the Company will compete with other
local eye care practices as well as managed care organizations. The Company
believes that changes in governmental and private reimbursement policies and
other factors have resulted in increased competition for consumers of eye care
services. The Company believes that cost, accessibility and quality of services
are the principal factors that affect competition. There can be no assurance
that the affiliated practices will be able to compete effectively in the markets
that they serve, which inability to compete would adversely affect the Company.
The optical industry is highly competitive and includes chains of
retail optical stores, multi-site eye care centers, and a large number of
individual opticians, optometrists, and ophthalmologists who provide
professional services and/or dispense prescription eyewear. Since retailers of
prescription eyewear generally service local
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<PAGE> 7
markets, competition varies substantially from one location or geographic area
to another. The Company believes that the principal competitive factors
affecting retailers of prescription eyewear are location and convenience,
quality and consistency of product and service, price, product warranties, and a
broad selection of merchandise, and that it competes favorably in each of these
respects. In its current regional markets, the Company faces competition from
national and regional retail optical chains which, in some cases, have greater
financial resources than those of the Company.
LVC competes with or supplements other surgical and non-surgical
treatments for refractive disorders, including eyeglasses, contact lenses, other
types of refractive surgery (such as radial keratotomy), corneal transplants and
other technologies currently under development. Other competitive factors which
may affect revenues include performance, pricing, convenience, ease of use,
success relative to alternative treatments and patient and general market
acceptance.
Competition in providing LVC will come from entities similar to the
Company and from hospitals, hospital-affiliated group entities, physician group
practices and private opthamologists that, in order to offer LVC to existing
patients, purchase refractive lasers. Suppliers of conventional vision
correction alternatives (eyeglasses and contact lenses), such as optometric
chains, may also compete with the Company by purchasing laser systems and
offering LVC to their customers. Competition to provide LVC may lead to lower
prices for LVC, as has happened in some countries where the treatment has been
available for several years.
DEPENDENCE ON HEALTH CARE PROVIDERS
Certain states prohibit the Company from practicing medicine, employing
physicians to practice medicine on the Company's behalf or employing
optometrists to render optometric services on the Company's behalf. Since the
Company does not intend to practice medicine or optometry, its activities will
be limited to establishing LVC centers and other affiliations with health care
providers at which professionals may render eye care services, including LVC.
Accordingly, the success of the Company's operations as a full-service eye care
provider depends upon its ability to enter into agreements with health care
providers, including institutions, independent physicians and optometrists, to
render surgical and other professional services at facilities owned or managed
by the Company. To date, the Company has entered into agreements with ten health
care providers to establish LVC centers. There can be no assurance that the
Company will be able to enter into agreements with other health care providers
on satisfactory terms or that such agreements will be profitable to the Company.
See "-- Government Regulation and Supervision" and "-- Competition."
RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS
As an increasing percentage of optometric and ophthalmologic patients
are coming under the control of managed care entities, the Company believes that
its success will, in part, be dependent upon the Company's ability to negotiate,
on behalf of existing and prospective affiliated practices, contracts with HMOs,
employer groups and other private third party payors pursuant to which services
will be provided on a risk-sharing or capitated basis by some or all affiliated
practices. Under some of such agreements, the eye care provider accepts a
predetermined amount per month per patient in exchange for providing all
necessary covered services to the patients covered under the agreement. Such
contracts pass much of the risk of providing care from the payor to the
provider. The proliferation of such contracts in markets served by the Company
could result in greater predictability of revenues, but greater unpredictability
of expenses. There can, however, be no assurance that the Company will be able
to negotiate, on behalf of the affiliated practices, satisfactory arrangements
on a risk-sharing or capitated basis. In addition, to the extent that patients
or enrollees covered by such contracts require more frequent or extensive care
than anticipated, operating margins may be reduced or, in the worst case, the
revenues derived from such contracts may be insufficient to cover the costs of
the services provided. As a result, affiliated practices may incur additional
costs, which would reduce or eliminate anticipated earnings under such
contracts. Any such reduction or elimination of earnings would have a material
adverse affect on the Company's results of operations.
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<PAGE> 8
PLANS FOR ACQUISITIONS
Since the Company's formation, it has acquired the assets of three
multi-site eye care centers and their related optometric practices, Cambridge
Eye, Vision World and E.B. Brown. The Company's plans for growth and expansion
include further acquisitions of the assets of multi-site eye care centers and
the practices of eye care professionals (optometrists and ophthalmologists). The
success of the Company's growth strategy is dependent, in part, on its ability
to integrate and manage acquired operations and to acquire, integrate and manage
additional operations. Although the Company believes that there are
opportunities to acquire the assets of small to mid-sized regional multi-site
eye care centers and professional eye care practices, there can be no assurance
that any such opportunities do or will continue to exist, that the Company will
be able to identify suitable acquisition candidates or be able to finance any
such acquisitions or that any such acquisitions will be consummated on terms
favorable to the Company. The failure to consummate acquisitions on favorable
terms could have a material adverse effect on the Company. If the Company is
able to acquire additional operations, there can be no assurance that the
Company will be able to integrate and manage such additional operations
successfully. In addition, the Company's acquisition strategy will depend upon,
among other factors, the Company's ability to effect economies of scale and
realize other efficiencies, as to which there can be no assurance.
FUTURE CAPITAL NEEDS
The Company has incurred and anticipates that it will incur substantial
acquisition, capital and operating expenses and that it will be required to make
substantial cash disbursements, including expenses and disbursements related to
acquisitions, marketing, additional personnel and business development. The
Company expects these expenses to result in significant operating losses until
such time, if ever, that the Company is able to attain adequate revenue levels,
of which there can be no assurance. Even if the Company generates a positive
cash flow from its operations, as to which there can be no assurance, it may
require substantial capital to establish additional eye care centers or LVC
centers or to otherwise fund the Company's operations. Such additional capital
may not be available when needed or on terms acceptable to the Company. Although
the Company on February 20, 1997 entered into a new $10 million credit agreement
(the "Credit Agreement") with a commercial bank, the Company may need to seek
additional capital through public or private sales of its securities, including
equity securities. Insufficient funds may require the Company to delay, scale
back or eliminate certain or all of its operations and development activities.
Although there can be no assurance, management believes that working capital,
together with other sources of capital such as amounts borrowed pursuant to the
Credit Agreement, will be adequate to fund the Company's currently proposed
activities for at least the next 12 months.
NO ASSURANCE OF MARKET ACCEPTANCE OF LVC
The Company's profitability depends, in part, upon broad market
acceptance of LVC by the professional eye care community and the general
population in the United States. The FDA approved the use of excimer lasers to
perform LVC in October 1995 and commercial testing of LVC has been limited in
the United States. The operating expenses, revenues or working capital
requirements of the Company's LVC centers cannot be ascertained based upon
historical operating performance and should therefore be considered in light of
the numerous risks, expenses, problems and difficulties frequently encountered
in connection with the establishment of a new business and the competitive
environment in which the Company's LVC centers will operate. Factors that may
adversely affect market acceptance of LVC in the U.S. include: nonacceptance of
LVC as an alternative to existing methods of treating refractive vision
disorders; the relatively high cost of LVC procedures (currently ranging from
$1,500 to $2,000 per eye) and general unavailability of third party
reimbursement for the procedure; general resistance to surgery; the
effectiveness of alternative, less intrusive or less expensive methods of
correcting refractive vision disorders; concerns about the safety and efficacy
of LVC, including the lack of long term follow-up data; and the possibility of
known or unknown side effects. Any future reported adverse events or other
unfavorable publicity involving patient outcomes from LVC could also adversely
affect acceptance of the procedure. In addition, LVC surgery is currently
approved only for the correction of certain degrees of myopia.
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<PAGE> 9
Moreover, LVC has had limited market acceptance in certain foreign countries.
The failure of LVC to achieve broad market acceptance by the professional eye
care community and the general population would have a material adverse effect
on the Company's business, financial condition and results of operations.
LACK OF THIRD PARTY REIMBURSEMENT FOR LVC
Third party reimbursement generally is unavailable for LVC. There can
be no assurance that the absence of such reimbursement will not adversely affect
the prospects for market acceptance of the Company's LVC services.
SAFETY AND EFFICACY OF LVC
While LVC has been tested clinically and the FDA has approved two
excimer laser systems, there is not a large population of patients who have
experience with LVC and its post-procedure effects. Concerns with respect to the
safety and efficacy of the performance of LVC procedures with excimer lasers
include predictability and stability of results. Potential complications or side
effects include: post-operative pain or discomfort; double vision; corneal haze
during healing (an increase in light scattering properties of the cornea);
glare/halos (undesirable visual sensations produced by bright lights); decrease
in contrast sensitivity (diminished vision in low light); temporary increases in
intraocular pressure in reaction to post-procedure medication; modest
fluctuations in refractive capabilities during healing; modest decreases in best
corrected vision (i.e. with corrective eyewear); unintended over- or
under-corrections; instability, reversion or regression of effect; corneal scars
(blemishing marks left on the cornea); corneal ulcers (inflammatory or
infectious lesions resulting in loss of corneal tissue); induced astigmatism;
and disorders of corneal healing (compromised or weakened immune system or
connective tissue disease which causes poor healing). Published reports
regarding PRK have questioned the efficacy of the procedure based on mixed
anecdotal evidence in other countries where the procedure has been in use for
some period. There can be no assurance that additional complications will not
hereafter be identified and have a material adverse effect on the safety,
efficacy or market acceptance of such procedures and/or lead to product
liability or other claims against the Company.
RELIANCE ON SUPPLIERS OF LASER EQUIPMENT
The Company is not involved in the research, development or manufacture
of ophthalmic laser systems, and is dependent on unrelated manufacturers for its
supply of ophthalmic lasers. There are two companies whose excimer laser systems
have been approved for use by the FDA, Summit Technology, Inc. ("Summit") and
VISX, Inc. ("VISX"). Any interruption in supply from these manufacturers or the
inability of the Company to enter into satisfactory agreements for the purchase
of supplies from its manufacturers could have an adverse impact on the
operations of the Company.
RAPID TECHNOLOGICAL CHANGES
The medical device and ophthalmic laser industries are characterized by
rapid technological changes, including advances in laser and other technologies
and the potential new development of alternative surgical techniques or new
pharmaceutical products. LVC for treatment of refractive vision disorders will
compete with or supplement other surgical and non-surgical treatments for
refractive vision disorders, including existing treatments (such as eyeglasses,
contact lenses and radial keratotomy), as well as with other technologies and
surgical techniques currently under development, such as corneal implants and
refractive surgery using different types of lasers. It is conceivable that newer
technologies, techniques or products could be developed with better performance
than the excimer lasers purchased by the Company, although such new technologies
would be subject to the FDA approval process. Medical companies, academic and
research institutions and others could develop new therapies, including new
medical devices or surgical procedures, for the treatment of refractive vision
disorders that could be more medically effective and less expensive than LVC and
could potentially render LVC obsolete. The availability of new and better
ophthalmic laser technologies and surgical procedures could have a
-7-
<PAGE> 10
materially adverse impact on the business of the Company's LVC centers. The
Company may not be able to utilize such new technologies or procedures or, if
the Company is able to utilize such new technologies in its business, the
Company may not have sufficient funds to make the substantial capital
expenditures required to acquire such technology. There can be no assurance that
used excimer lasers can be recovered by the Company and sold for a commercially
reasonable price by the Company.
CORPORATE LIABILITY AND INSURANCE
The provision of professional eye care services entails an inherent
risk of professional malpractice and other similar claims. The Company does not
influence or control the practice of medicine or optometry by professionals or
have responsibility for compliance with certain regulatory and other
requirements directly applicable to individual professionals and professional
groups. As a result of the relationship between the Company and its affiliated
practices, the Company may become subject to some professional malpractice
actions under various theories. There can be no assurance that claims, suits or
complaints relating to professional services provided by affiliated practices
will not be asserted against the Company in the future. The Company believes
that the providers with which the Company enters into LVC center agreements or
other strategic affiliation agreements are covered by such providers' medical
malpractice or liability insurance. The Company may not be able to purchase
medical malpractice insurance, and may not be able to purchase other insurance
at reasonable rates, which would protect it against claims arising from the
medical practice conducted by providers, including ophthalmologists, at its LVC
centers. Similarly, the use of laser systems in the Company's LVC centers may
give rise to claims against the Company by persons alleging injury as a result
of the use of such laser systems. The Company believes that claims alleging
defects in the laser systems it purchases from its suppliers are covered by such
suppliers' product liability insurance and that the Company could take advantage
of such insurance by adding such suppliers to lawsuits against the Company.
There can be no assurance that the Company's laser suppliers will continue to
carry product liability insurance or that any such insurance will be adequate to
protect the Company.
There can be no assurance that the Company will be able to retain
adequate liability insurance at reasonable rates, or that the insurance will be
adequate to cover claims asserted against the Company, in which event the
Company's business may be materially adversely affected.
DEPENDENCE UPON MANAGEMENT; NEED FOR ADDITIONAL PERSONNEL
The future success of the Company is dependent in part on its ability
to retain certain key personnel, particularly its President, William G. McLendon
and its Executive Vice President and Chief Operating Officer, Stephen M. Blinn.
The loss of Mr. McLendon's or Mr. Blinn's services could have a materially
adverse impact upon the business of the Company. The success of the Company's
future operations depends in large part on the Company's ability to recruit and
retain qualified personnel over time, and there can be no assurance that the
Company will be able to retain its existing personnel or attract additional
qualified employees in the future.
SHARES ELIGIBLE FOR FUTURE SALE
In addition to the Shares offered hereby, a substantial number of
outstanding shares of Common Stock and shares of Common Stock issuable upon
exercise of outstanding warrants and stock options are or will become available
for future sale in the public market at prescribed times. Sales of a significant
number of shares of Common Stock in the market could have an adverse effect on
the market price of the Company's securities.
Upon consummation of this offering and assuming the exercise of all of
the warrants issued in connection with the Company's August 1994 public offering
("Warrants") and Class A warrants issued in connection with the Company's March
1994 private placement (the "Class A Warrants"), the Company will have
outstanding 11,205,868 shares of Common Stock (excluding (i) the shares of
Common Stock included in, and issuable upon exercise of the warrants included
in, the unit purchase options issued in connection with the Company's August
1994 public offering ("UPO Units"), (ii) the shares of Common Stock included in,
and issuable upon exercise of
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<PAGE> 11
the warrants included in, warrants issued to the underwriter of the Company's
initial public offering ("IPO Representative's Warrants"), (iii) the shares of
Common Stock issuable upon exercise of the warrants issued to the underwriter of
the Company's June 1996 public offering (the "Representative's Warrants"), (iv)
the shares of Common Stock issuable upon exercise of the Warrants issued in
connection with the Credit Agreement and (v) the shares of Common Stock issuable
upon exercise of the outstanding stock options. Of the 11,205,868 shares,
10,930,571 shares will be freely tradeable without restriction or further
registration under the Securities Act, except for shares held by "affiliates" of
the Company, as that term is defined under the Securities Act of 1933 and the
regulations promulgated thereunder, which will be subject to the resale
limitations of Rule 144 promulgated under the Securities Act of 1933 ("Rule
144"). The remaining 275,297 shares that are outstanding have been issued and
sold by the Company in reliance on one or more exemptions from the registration
requirements of the Securities Act of 1933 and are "restricted securities"
within the meaning of Rule 144 ("Restricted Shares") and, therefore, may be
publicly sold only (i) if subsequently registered under the Securities Act of
1933, (ii) pursuant to Rule 144 or Rule 701 promulgated under the Securities Act
of 1933 ("Rule 701") or (iii) in other private transactions exempt from
registration under the Securities Act of 1933. None of such shares have been
held for the minimum two-year period required by Rule 144 and therefore will not
become eligible for public sale pursuant to Rule 144 until expiration of their
respective two-year holding periods. The earliest date at which any such
two-year holding period will expire is in September 1998. In addition, 60,000
Restricted Shares are eligible for sale in the public market in accordance with
Rule 701. Notwithstanding the foregoing, all of the Restricted Shares are
subject to lock-up agreements. See "Shares Eligible For Future Sale -- Lock-up
Agreements."
As of the date of this Prospectus, there are options to purchase an
aggregate of 904,333 shares of Common Stock of which options to purchase 481,326
shares are immediately exercisable. Upon exercise of these options, 60,000
shares will be eligible for sale in the public market in accordance with Rule
701.
POTENTIAL ISSUANCE OF PREFERRED STOCK
Under the Company's Restated Certificate of Incorporation, the Company
may issue up to 5,000,000 shares of Preferred Stock, $.01 par value (the
"Preferred Stock"), in the future without stockholder approval and upon such
terms as the Board of Directors may determine. The rights of the holders of
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
delaying or preventing transactions involving a change in control of the Company
without further action by the stockholders. The Company has no present plans to
issue any shares of Preferred Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Restated Certificate of Incorporation and By-Laws contain
certain provisions that could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, control of the Company, including (i) the classification of the Board
of Directors into three classes, each class being elected for three-year terms,
(ii) the potential issuance of up to 5,000,000 shares of Preferred Stock without
stockholder approval and upon such terms as the Board of Directors may determine
and (iii) the requirement that, for nominations for the Board of Directors or
for other business to be properly brought by a stockholder before an annual
meeting of stockholders, notice thereof generally must be delivered by a
stockholder not less than 60 nor more than 90 days prior to the annual meeting.
Such provisions could limit the price that certain investors might be willing to
pay in the future for the Company's securities. Certain of such provisions allow
the Board of Directors to impose various procedural and other requirements that
could make it more difficult for stockholders to effect certain corporate
actions.
-9-
<PAGE> 12
THE COMPANY
Sight Resource Corporation was incorporated in Delaware on November 2,
1992 and commenced operations on November 30, 1992. The Company's operations are
a continuation of the business begun in April 1992 by PRK Limited Partnership, a
Massachusetts limited partnership (the "Predecessor Partnership"). On October
31, 1995 the Company changed its name to Sight Resource Corporation from
NewVision Technology, Inc. to better reflect its expanded corporate mission. The
Company has two wholly-owned consolidated British subsidiaries, NewVision
Technology Limited and NewVision Leasing Limited, which were registered under
the laws of the United Kingdom on September 7, 1993 and three wholly-owned
consolidated U.S. subsidiaries, Cambridge Eye Associates, Inc., Douglas Vision
World, Inc., and E.B. Brown Opticians Inc. As used in this Prospectus, unless
the context otherwise requires, "Sight Resource Corporation" or the "Company"
refers to Sight Resource Corporation and its consolidated subsidiaries and, with
respect to periods prior to its incorporation, to the business of the
Predecessor Partnership. See "Business."
The Company's executive offices are located at 67 South Bedford Street,
Burlington, Massachusetts 01803 and its telephone number is (617) 229-1100.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Stockholders in the Offering.
DIVIDEND POLICY
Sight Resource has never paid any cash dividends on its Common Stock.
The Company presently intends to retain earnings for use in its business and
therefore does not anticipate paying cash dividends in the foreseeable future.
-10-
<PAGE> 13
SELLING STOCKHOLDERS
<TABLE>
The following table sets forth the names of the Selling Stockholders,
the number of shares of Common Stock owned beneficially be each of them as of
February 1, 1997 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholders. The Selling Stockholders may sell all, some or none of their
Common Stock being offered.
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OWNED AFTER
OFFERING OF SHARES OFFERING(3)
------------------------ BEING ------------------------
NAME(1) NUMBER PERCENT(2) OFFERED NUMBER(3) PERCENT(2)
------- ------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Gordon Safran................... 521,997 6 261,000 260,997 3
Lynn Haronian................... 42,347 * 42,347 0 ---
Kathleen Haronian............... 46,831 * 46,831 0 ---
Shirley Santoro................. 42,347 * 42,347 0 ---
<FN>
- -----------
* Less than one percent
(1) Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned by
them, subject to community property laws where applicable.
(2) Applicable percentage of ownership is based on 8,648,768 shares of Common
Stock outstanding on January 1, 1997.
(3) Assumes the sale of all shares offered hereby.
</TABLE>
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, Section 203 prohibits certain
publicly-held Delaware corporations from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person or entity became an
interested stockholder, unless the business combination is or the
transaction in which the person became an interested stockholder was
approved in a prescribed manner or certain other exceptions apply. For
purposes of Section 203 a "business combination" is defined broadly to
include mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person or entity who, together with affiliates
and associates, owns, or within the three immediately preceding years of a
business combination did own, 15% or more of the corporation's outstanding
voting stock.
The Company's Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by the Delaware
General Corporation Law. Delaware law provides that the directors of the
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the
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<PAGE> 14
director derives an improper personal benefit. The Company's By-Laws provide
that the Company shall indemnify its directors and officers to the fullest
extent permitted by Delaware law and permit the Company to advance expenses to
such directors and officers to defend any action for which rights of
indemnification are provided. The By-Laws also permit the Company to grant such
rights to its employees and agents. The Company believes that these provisions
will assist the Company in attracting and retaining qualified individuals to
serve as directors, officers and employees.
Commencing with the Company's annual meeting of stockholders in 1993,
the Company's Board of Directors was classified into three classes, with the
initial terms of each class expiring at the 1994, 1995 and 1996 annual
stockholders' meetings, respectively. After the expiration of each initial term,
the directors in each class were elected for three-year terms. See "Management
- -- Election and Compensation of Directors." The Board of Directors is authorized
to create new directorships in any class and to fill such positions so created.
The person chosen to fill such position will serve for the term applicable to
that class. The Board of Directors (or its remaining members, even though less
than a quorum) is also empowered to fill vacancies on the Board of Directors
occurring for any reason for the remainder of the term of the class of directors
in which the vacancy occurred. The Company's Restated Certificate of
Incorporation provides that subject to the rights of holders of any series of
Preferred Stock then outstanding, directors may be removed with cause by the
vote of the holders of at least a majority of the voting power of the
outstanding voting stock of the Company and may be removed without cause by the
holders of at least 66% of the voting power of the outstanding voting stock of
the Company. The likely effect of these provisions is that they will increase
the time required for stockholders to change the composition of the Board of
Directors. For example, in general, at least two annual meetings will be
necessary for stockholders to effect a change in a majority of the members of
the Board of Directors.
The Company's By-Laws provide that, for nominations to the Board of
Directors or for other business to be properly brought by a stockholder before a
meeting of stockholders, the stockholder must first have given timely notice
thereof in writing to the Secretary of the Company. to be timely, a
stockholder's notice generally must be delivered not less than sixty days nor
more than ninety days prior to the annual meeting. If the meeting is not an
annual meeting, the notice must generally be delivered not more than ninety days
prior to the special meeting and not later than the later of sixty days prior to
the special meeting or ten days following the day on which public announcement
of the meeting is first made by the Company. The notice must contain, among
other things, certain information about the stockholder delivering the notice
and, as applicable, background about the nominee or a description of the
proposed business to be brought before the meeting.
The Company's Restated Certificate of Incorporation provides that any
action required or permitted to be taken by the stockholders of the Company
shall be taken only at a duly called annual or special meeting of the
stockholders, and may not be effected by written consent. Special meetings may
be called by a majority of the whole Board of Directors or the President of the
Company.
The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or by-laws,
unless the corporation's certificate of incorporation or by-laws, as the case
may be, requires a greater percentage. The Company's Restated Certificate of
Incorporation requires the affirmative vote of the holders of at least 66% of
the outstanding voting stock of the Company to amend or repeal any of the
provisions discussed in this section or to reduce the number of authorized
shares of Common Stock. Such 66% vote is also required for any amendment to or
repeal of the Company's By-Laws by the stockholders. The By-Laws may also be
amended or repealed by a majority vote of the whole Board of Directors.
LEGAL MATTERS
Certain legal matters in connection with the legality of the Common
Stock offered hereby will be passed upon for the Company by Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Mr.
-12-
<PAGE> 15
Irwin M. Heller, a member of such firm, owns 15,000 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of Sight Resource
Corporation as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996 have been incorporated by reference
herein and the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
-13-
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
The following table sets forth all expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the Common Stock being registered. All the amounts shown are
estimates except for the registration fee.
<CAPTION>
<S> <C>
Registration fee................. $ 446.06
Legal fees and expenses.......... 15,000.00
Accounting Fees and Expenses..... 2,500.00
Miscellaneous.................... 3,000.00
----------
Total......................... $20,946.06
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Indemnification. The Registrant's Restated Certificate of Incorporation
contains provisions eliminating or limiting the personal financial liability of
the Registrant's directors to the fullest extent permitted by Delaware General
Corporation Law. Delaware law provides that directors will not be personally
liable to a corporation or its stockholders for monetary damages for breach of
their fiduciary duties as directors, except for liability (i) for any breach of
their duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derives an
improper personal benefit. In addition, the Registrant's Restated Certificate of
Incorporation and By-Laws include provisions to indemnify its officers and
directors and persons serving at the request of the Registrant to the fullest
extent permitted by Delaware General Corporation Law against expenses,
judgments, fines and amounts paid in connection with threatened, pending or
completed suits and proceedings against such persons by reason of having served
as officers, directors or in other capacities.
Insurance. The Registrant has obtained insurance which insures the
officers and directors of the Registrant against certain losses and which
insures the Registrant against certain of its obligations to indemnify such
officers and directors, subject to certain limitations.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(3.1) Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 of the Company's Registration
Statement filed with the Securities and Exchange Commission on
Form SB-2 File No. 33-56668)
(3.2) By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 of the Company's Registration Statement filed with the
Securities and Exchange Commission on Form SB-2 File No. 33-56668)
(4.1) Article 4 of the Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1 of the Company's Registration
Statement filed with the Securities and Exchange Commission on
Form SB-2 File No. 33-56668)
II-1
<PAGE> 17
(4.2) Form of Common Stock Certificate (incorporated herein by reference
to Exhibit 4.2 of the Company's Registration Statement filed with
the Securities and Exchange Commission on Form SB-2 File No.
33-56668)
*(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
with respect to the legality of securities being registered, as
amended
*(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
(included in 5.1 above)
***(24.1) Power of Attorney
- ----------
* Filed herewith.
*** As filed in PART II of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby, undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period during which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or any
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low end or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
II-2
<PAGE> 18
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for purposes of determining liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities to be offered therein, and the
offering of such securities at that time shall be deemed to be an initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which shall remain unsold at the
termination of the offering.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Burlington,
Commonwealth of Massachusetts, on April 11, 1997.
SIGHT RESOURCE CORPORATION
By: /s/ WILLIAM G. MCLENDON
------------------------------
William G. McLendon, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William G. McLendon and Stephen M. Blinn,
and each or anyone of them, his true and lawful attorney-in-fact and agent, 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 (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other 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 connection therewith,
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 agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the dates
indicated.
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ WILLIAM G. MCLENDON President, Chief Executive Officer April 11, 1997
- ----------------------------- (principal executive officer),
William G. McLendon and Director
/s/ STEPHEN M. BLINN Chief Operating Officer, Executive April 11, 1997
- ----------------------------- Vice President, and Director
Stephen M. Blinn
/s/ ALAN MACDONALD Vice President, Finance and April 11, 1997
- ----------------------------- Administration and Secretary
Alan MacDonald (principal financial and
accounting officer)
/s/ GARY JACOBSON
- ----------------------------- Director April 11, 1997
Gary Jacobson, M.D.
/s/ RUSSELL E. TASKEY Director April 11, 1997
- -----------------------------
Russell E. Taskey
/s/ ALLEN R. KIRKPATRICK Director April 11, 1997
- -----------------------------
Allen R. Kirkpatrick
/s/ ELLIOT S. WEINSTOCK Director April 11, 1997
- -----------------------------
Elliot S. Weinstock, O.D.
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300
Fax: 202/434-7400
Direct Dial Number
April 8, 1997
Sight Resource Corporation
67 South Bedford Street
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We have acted as counsel to Sight Resource Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (File No. 333- ), and all amendments
thereto (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, 392,525 shares
(the "Shares") of the Company's common stock, $.01 par value per share
("Common Stock"). This opinion is being rendered in connection with the
filing of the Registration Statement.
In connection with this opinion, we have examined the Restated
Certificate of Incorporation of the Company, as amended to date; the
By-Laws of the Company, as amended to date; the minutes of all pertinent
meetings of stockholders and directors of the Company relating to the
Registration Statement and the transactions contemplated thereby; such
other records of the corporate proceedings of the Company as we deemed
relevant; and the Registration Statement and the exhibits thereto filed
with the Commission. Irwin M. Heller, a member of our firm, owns 15,000
shares of Common Stock.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly and validly authorized by the Company and (ii) the Shares,
when sold, will have been duly and validly issued, fully paid and
non-assessable shares of the Common Stock, free of preemptive rights.
Our opinion is limited to the laws of the State of Delaware, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction.
<PAGE> 2
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Sight Resource Corporation
April 8, 1997
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legal Matters" in the
prospectus contained in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
--------------------------------
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' REPORT AND CONSENT
The Board of Directors
Sight Resource Corporation:
We consent to the use of our report incorporated by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Boston, Massachusetts
April 7, 1997
