<PAGE>
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the Fiscal Year ended March 31, 1997.
-----------------------------------------
[ ] Transition Report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from ______ to _______.
Commission File No. 0-23142
----------------------------
VISTA TECHNOLOGIES INC.
---------------------------------------------
(Name of small business issuer in its charter)
NEVADA 13-3687830
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15100 North 78th Way, Suite 101, Scottsdale, Arizona 85260
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 483-3937
----------------------------------------------
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, par value $.005
-----------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such re-
ports), and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. YES [X] NO [ ]
State issuer's revenues for its most recent fiscal year:
$3,485,667 for the Fiscal Year ended March 31, 1997.
- ---------- ---------------
The aggregate market value of 2,876,112 shares of registrant's voting common
stock held by non-affiliates of the Registrant was $172,567 as of September
30, 1997, based upon the closing bid price of $0.06 per share for the Common
Stock in the over-the-counter market on such date.
Number of shares of common stock outstanding as of September 30, 1997:
------------------------
6,324,912 shares of common stock.
---------------------------------
Documents Incorporated By Reference: None.
============================================================================
<PAGE>
VISTA TECHNOLOGIES INC.
FORM 10-KSB ANNUAL REPORT
Table of Contents
<TABLE>
<CAPTION>
Item No. Page
- ------- -----
<S> <C> <C>
PART I:
1. Description of Business ......................................... 1
2. Description of Property ......................................... 19
3. Legal Proceedings ............................................... 20
4. Submission of Matters to a Vote of Security Holders ............. 21
PART II:
5. Market for Common Equity and Related Stockholder Matters ........ 21
6. Management's Discussion and Analysis or Plan of Operation ....... 22
7. Financial Statements ............................................ 27
8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ..................................... 27
PART III:
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ............ 29
10. Executive Compensation .......................................... 32
11. Security Ownership of Certain Beneficial Owners and Management .. 38
12. Certain Relationships and Related Transactions .................. 39
13. Exhibits and Reports on Form 8-K ................................ 44
Consolidated Financial Statements ..................................... F-1
SIGNATURE PAGE
</TABLE>
-i-
<PAGE>
PART I
VISTA TECHNOLOGIES INC. (THE "COMPANY" OR "VISTA") HAS EXPERIENCED
SIGNIFICANT NET LOSSES SINCE INCEPTION, FOR THE FISCAL YEAR ENDED MARCH 31,
1997 INCURRED A LOSS FROM OPERATIONS OF APPROXIMATELY $5,100,000 AND UTILIZED
APPROXIMATELY $2,300,000 IN CASH FOR OPERATING ACTIVITIES, AND AT MARCH 31,
1997 HAD A WORKING CAPITAL DEFICIT OF APPROXIMATELY $3,100,000 AND A
STOCKHOLDERS' DEFICIENCY OF APPROXIMATELY $2,095,000. THE COMPANY HAS SERIOUS
LIQUIDITY PROBLEMS PRIMARILY DUE TO UNSUCCESSFUL ATTEMPTS TO RAISE ADDITIONAL
CAPITAL AND SIGNIFICANT COSTS ASSOCIATED WITH FAILED ATTEMPTS TO PENETRATE
NORTH AMERICAN VISION CORRECTION MARKETS. AS A RESULT OF THE ABOVE FACTORS,
THE REPORT OF MOORE STEPHENS, P.C. ON THE FINANCIAL STATEMENTS OF THE COMPANY
FOR THE FISCAL YEAR ENDED MARCH 31, 1997 CONTAINS A PARAGRAPH EXPRESSING
SUBSTANTIAL DOUBT CONCERNING THE ABILITY OF THE COMPANY TO CONTINUE AS A GOING
CONCERN. THE CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS
THAT MIGHT BE NECESSARY IF THE COMPANY IS UNABLE TO CONTINUE AS A GOING
CONCERN. FOR A DISCUSSION OF MANAGEMENT'S PLANS AND OTHER RELATED FACTORS,
SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" IN ITEM 6
BELOW AND THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO LATER IN
THIS REPORT.
Certain information in this Report includes forward-looking statements
within the meaning of applicable securities laws that involve substantial
risks and uncertainties including, but not limited to, the ability of the
Company to continue as a going concern and to obtain additional capital, as to
which there is no assurance, market acceptance of new technologies, economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, services and prices, and other factors described in this
Report, the cautionary statement filed as Exhibit 99.1 with this Report, and
in prior filings with the Securities and Exchange Commission. The Company's
actual results could differ materially from those suggested or implied by any
forward-looking statements as a result of such risks.
UNLESS OTHERWISE INDICATED, ALL SHARE AND PER SHARE DATA IN THIS REPORT
HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT A 1-FOR-5 REVERSE STOCK SPLIT AS
TO THE COMPANY'S COMMON STOCK EFFECTIVE AS OF MARCH 15, 1996.
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
Vista Technologies Inc. (the "Company" or "Vista"), through its
operating subsidiaries in the United States and Europe, provides access to
advanced excimer laser vision correction ("LVC") equipment and related support
services (collectively "LVC Services") for use by licensed ophthalmologists in
the treatment of refractive vision disorders. The Company currently has five
lasers in use in Europe and one in the United States.
Physicians use computer-controlled excimer lasers at the Company's
centers to treat refractive vision disorders such as nearsightedness (myopia)
and astigmatism and to eliminate or reduce the need for corrective lenses.
The Company provides individual physicians and group ophthalmic practices with
shared access to laser equipment, thus eliminating capital costs, investment
risk and maintenance of such equipment by the health care professional. LVC
Services provided by the Company also include various support services, such
as physician and staff training, technical support services, equipment
maintenance, billing and accounting and other administrative services. The
Company realizes revenues for the use of its LVC equipment and services by
charging fees at the time each LVC corrective procedure is performed with use
of the Company's equipment.
Photorefractive keratectomy ("PRK") involves the use of an excimer laser
to reshape the cornea, thereby adjusting its refractive power. The excimer
laser can also be used to treat a number of pathological superficial corneal
disorders in a procedure called phototherapeutic keratectomy ("PTK"). Two
manufacturers, Summit Technology, Inc. ("Summit") and VISX, Incorporated
-1-
<PAGE>
("VISX"), received U.S. Food and Drug Administration ("FDA") approval in late
1995 and early 1996, respectively, for use of their excimer lasers to perform
PRK procedures to correct low to moderate nearsightedness and earlier received
FDA approval for use of excimer laser for PTK procedures. In addition to such
procedures, excimer lasers can also be used to perform a procedure known as
laser in situ keratomileusis ("LASIK"), which may be more predictable in
treating high myopia, but to date has not been specifically approved in the
United States by the FDA.
The Company's European operating subsidiaries have owned and operated
excimer laser facilities in Italy and Sweden since 1992 and 1994,
respectively. In May 1996, Vista Laser Centers of the Southwest, Inc.
("Vista-Southwest") commenced operations at a excimer laser facility in
Scottsdale, Arizona. Vista-Southwest in October 1997 subsequently authorized
a change in its corporate name to Icon Vision Laser Centers SW, Inc. The
Company held an investment interest in Vista-Southwest prior to October 1996,
at which time Vista's ownership of Vista-Southwest increased to 94%.
In anticipation of U.S. Food and Drug Administration ("FDA") approval of
excimer lasers to perform PRK procedures, the Company developed a strategic
expansion plan in June 1995 to organize and sponsor additional companies to
provide LVC Services in the United States and Canada through regional joint
venture alliances with certain prominent ophthalmologists (the "Regional Joint
Ventures"). During the quarter ended December 31, 1996, Vista's negotiations
to acquire interests in additional LVC operations, based primarily in Canada,
were abandoned and the Company sold all of its interest in a Regional Joint
Venture formed during 1996 to service the Northern California market.
Unsuccessful efforts by the Company's former management to obtain additional
private placement equity financing necessary to finance the Company's Regional
Joint Venture expansion plans and to support general and administrative
expenses in North America were terminated during March 1997.
The Company's management intends to reactivate a strategic expansion
plan if a debt compromise plan with the Company's creditors is proposed and
accepted and if significant additional capital is obtained; there can be no
assurance that the Company will be successful in accomplishing either of these
objectives. Pending further developments, Vista has been advised that its
controlling stockholder, Atlantic Central Enterprises Limited ("Atlantic
Central"), plans to pursue a strategic plan of negotiating to acquire or
develop Regional Joint Ventures in the United States for laser vision
correction facilities and services. The Company has been advised that if
Atlantic Central can successfully implement a strategy of North American
expansion in the field of laser vision correction, it anticipates that Vista
will be provided the right to acquire such operations at an amount equal to
Atlantic Central's cost if Vista completes a debt compromise plan with its
creditors and if significant additional capital is obtained.
At March 31, 1997, the Company had a negative working capital of
$3,118,789 and a stockholders' deficit of $2,094,820. Vista has been
dependent during most of its fiscal year ended March 31, 1997 upon stock sales
of approximately $1,500,000 and in subsequent periods upon advances from its
controlling stockholder, Atlantic Central, for funds necessary to sustain
operations in North America and the Company's reporting obligations as a
publicly-held corporation. Net advances due to Atlantic Central of $723,000
are classified as unpaid short-term obligations as of March 31, 1997, and have
subsequently increased to approximately $1,100,000 as of September 30, 1997.
There can be no assurance that Atlantic Central will continue to provide
advances to the Company or that Vista will be successful in obtaining capital
from other sources.
The Company was incorporated under the laws of Nevada on June 15, 1992
and its principal office is located at 15100 North 78th Way, Suite 101,
Scottsdale, Arizona 85260, telephone number (602) 483-3937.
-2-
<PAGE>
BACKGROUND INFORMATION
VISION DISORDERS AND ALTERNATE FORMS OF CORRECTIVE TREATMENT
The human eye is approximately 25 millimeters in diameter and functions
much like a camera, with a lens in front and a light sensitive screen, the
retina, in the rear. Images enter the human eye through the cornea, a
transparent domed window at the front of the eye. In a properly functioning
eye, the cornea bends (refracts) incoming images, causing the images to focus
on the retina. The inability of the cornea to properly refract incoming
images results in blurred vision and is called a refractive disorder.
Myopia (nearsightedness), hyperopia (farsightedness) and astigmatism are
three of the most common refractive disorders resulting from an inability of
the optic system to properly focus images on the retina. The amount of
refraction is dependent on the shape, specifically the curvature, of the
cornea. In a nearsighted (myopic) eye, images are focused in front of the
retina; in a farsighted (hyperopic) eye, images are focused behind the
retina; and in an astigmatic eye, images are not focused at any one single
point.
Conventional methods of correcting refractive disorders are by
prescription of eyeglasses and contact lenses. Over the last 15 years,
refractive vision disorders have also been treated by several surgical
techniques. These include radial keratotomy ("RK"), in which small incisions
approximately 400 to 450 microns deep in a radial configuration are made
around the periphery of the cornea to cause a flattening of the cornea. Other
surgical techniques are keratomileusis, which involves freezing the cornea and
reshaping it, and automated lamellar keratoplasty ("ALK"), which involves
using a microkeratone to remove microscopic amounts of corneal tissue.
Industry sources estimate that 200,000 RK procedures were performed in the
United States in 1994. Because RK is a manual procedure and not performed
with a computer-controlled device, RK is highly dependent on the surgical
skill of the ophthalmologist performing the procedure. Moreover, because RK
involves incisions into the corneal tissue, it weakens the structure of the
cornea which may have adverse consequences as patients age. RK has never
undergone a controlled clinical study under an FDA protocol because no medical
device, other than a scalpel, is used in the procedure. Compared to RK, the
Company believes that laser surgery involves reduced surgical risk, does not
weaken the corneal tissue, is less invasive and is less dependent on the
ophthalmologist's skill.
LASER VISION CORRECTION SYSTEMS
Excimer lasers are incorporated in a fully integrated ophthalmic
surgical workstation for use by ophthalmologists to perform procedures to
treat refractive and other ophthalmic disorders. The excimer laser system
delivers pulses of ultraviolet laser light to ablate (remove) submicron layers
of tissue from the surface of the cornea in a computer-assisted, predetermined
pattern to reshape the cornea. Most of the laser light generated by the
excimer system is absorbed by the removed corneal tissue during a procedure.
As a result, the laser light does not penetrate interior portions of the eye
and does not create substantial amounts of heat in the surrounding tissue.
These attributes make the excimer laser system well suited to corneal surgery.
Advanced LVC equipment supplied by various manufacturers has been
commercially available since approximately 1990 for use in foreign countries,
including Canada and various countries in Europe, among others. Two U.S.
manufacturers, Summit and VISX, received pre-market approval from the FDA in
October 1995 and March 1996, respectively, for use of excimer laser systems to
perform photorefractive keratectomy ("PRK") to treat low to moderate myopia
(nearsightedness). PRK is a form of LVC treatment involving the use of an
excimer laser to reshape the cornea, thereby adjusting refractive power of the
eye. Excimer lasers manufactured by Summit and VISX have also been approved
for use in the United States and other countries to treat a number of
pathological superficial corneal disorders in a procedure called
phototherapeutic keratectomy ("PTK").
-3-
<PAGE>
Other LVC procedures exist and are currently approved for use with
lasers outside of the United States that have not received pre-market approval
by the FDA as of the present date. These include the use of excimer lasers
to perform a procedure known as laser in situ keratomileusis ("LASIK") and
holmium lasers for laser thermalkeratoplasty ("LTK") and laser sclerostomy
("LS") procedures. LASIK is primarily prescribed for treatment of hyperopia
(farsightedness), astigmatism and extreme myopia; LTK may be prescribed for
instances of mild hyperopia and astigmatism; and LS is used for treatment of
symptoms of glaucoma. In May 1996, the FDA advised U.S. eye care
professionals that LASIK and bilateral surgery (treatment of both eyes at the
same time) are outside the scope of currently FDA approved labeling for
excimer lasers; although the FDA noted that physician discussions with
patients and decisions to conduct either of those procedures are considered
the practice of medicine outside of the direct scope of FDA regulation, the
FDA cautioned that it expects excimer laser equipment manufacturers and health
care practitioners to advertise and promote the use of FDA approved lasers in
the United States only within the scope of their FDA approved use, i.e.
currently for PRK and PTK.
All of these LVC procedures are normally performed on an outpatient
basis and require from 15 to 30 minutes in addition to pre-operative
consultations and post-operative care. Depending upon the severity of the
patient's pre-treatment vision disorder, improved vision resulting from LVC
procedures either eliminates or significantly reduces the patient's need to
wear eyeglasses or contact lenses.
Physicians associated with Vista's operating subsidiaries to date have
focused primarily on PRK treatment to correct low and mild myopia. Vision
care professionals associated with the Company and its operating subsidiaries
are also trained in other LVC procedures, establish medical and operational
standards relating to LVC Services and train other ophthalmologists and
optometrists.
EXCIMER LVC SYSTEMS AND PROCEDURES
PRK: Photorefractive keratectomy ("PRK") is a procedure
performed with a excimer laser system to treat primarily nearsightedness.
When performing PRK with the excimer laser, the ophthalmologist determines the
exact correction required (which is measured by the same type of examination
used to prescribe eyeglasses or contact lenses) and programs the correction
into the system's computer. The ophthalmologist removes the thin surface
layer of the cornea (the epithelium) and positions the patient for the laser
procedure. The average PRK procedure consists of approximately 150 laser
pulses, each of which lasts several billionths of a second over a period
ranging for 15 to 40 seconds. Cumulative exposure to the laser light is less
than one second. The entire procedure, including patient preparation and
post-operative dressing, generally lasts no more than thirty minutes.
Following the PRK procedure, the ophthalmologist may
prescribe topical pharmaceuticals to promote corneal healing and to alleviate
discomfort. A series of patient follow up visits is scheduled with the
ophthalmologist or an optometrist to monitor the corneal healing process, to
verify that there are no complications and to test the correction achieved by
the PRK procedure. Patients undergoing PRK generally experience discomfort
for approximately 24 hours, and blurred vision for approximately 48 to 72
hours after the procedure. Although most patients experience improvement in
uncorrected vision within a few days of the procedure, it generally takes from
two to six months for the correction to stabilize and for the full benefit of
the procedure to be realized. An individual typically has one eye treated in
a session, with the second eye treated three to six months thereafter.
Although a patient usually experiences a substantial
improvement in clarity of vision within a few days following the PRK
procedure, it generally takes from two to six months for the full benefit of
the procedure to occur. The PRK procedure is used primarily to correct the
vision of patients with myopia (or nearsightedness) ranging from -1.5 to up to
-4-
<PAGE>
- -7.00 diopters, although the PRK procedure has also been performed in foreign
countries on higher diopter nearsighted and, occasionally, farsighted and
astigmatic patients. Approximately 90% of all myopic patients are nearsighted
up to -6.00 diopters and use of the PRK procedure to correct the vision of
nearsighted patients of up to -6.00 diopters therefore has received the
greatest degree of testing.
LASIK: Laser assisted in situ keratomileusis ("LASIK") is a
procedure performed with an excimer laser system primarily to treat extreme
cases of myopia. LASIK, although a more unusual and delicate surgical
procedure than PRK, offers advantages in that the epithelium is not touched by
the laser and therefore promotes quicker healing. The ophthalmologist uses a
microkeratone to open a flap on the surface of the cornea, laser energy is
used to ablate corneal cells on the exposed surface, and the flap is then
folded back into place. Glare and central islands are practically
non-existent after LASIK since ablation occurs in the stroma layer (under the
surface epithelium layer). Due to the corneal flap, subsequent retouches are
facilitated with minimal recovery time.
LASIK may be more predictable in treating high levels of
myopia, but the LASIK procedure not been specifically approved in the United
States by the FDA. Nevertheless, the Company believes that certain physicians
in the U.S. are performing LASIK procedures. The FDA has cautioned eye care
professionals in the U.S. to advertise and promote the use of FDA approved
lasers only within the scope of their FDA approved use, i.e. currently for PRK
and PTK.
PTK: Phototherapeutic keratectomy ("PTK") is a procedure
performed with the excimer system to treat corneal pathologies. In this
procedure, submicron layers of tissue are ablated from the surface of the
cornea in order to remove diseased, scarred or sight-inhibiting tissue. The
goal of PTK is not necessarily to cure the corneal pathology, but to alleviate
symptoms associated with the pathology. The FDA granted pre-market approvals
for use in the United States of PTK procedures with Summit excimer laser
equipment in February 1995 and for VISX equipment in October 1995.
OTHER: Excimer lasers may also be used to treat glaucoma by a
procedure known as Partial Excimer Traheculectomy ("PET"). The PET procedure
involves the use of the excimer laser to create a penetrating filter through
the scleral tissue (the tough, fibrous tissue covering all of the eye except
the cornea), which causes the permeation of fluids from within the eye, thus
reducing pressure levels. The Company believes that one laser manufacturer
has received an Investigational Device Exemption from the FDA to conduct
clinical trials for the PET procedure in the United States.
HOLMIUM LVC SYSTEMS AND PROCEDURES
LTK: Another recently developed LVC technology is the holmium
laser system. The holmium system delivers high intensity pulses of infrared
light to an eye by means of a fiber optic cable and a single-use, hand-held
probe that directly contacts the eye at the exact spots chosen by the
ophthalmologist. The Company is aware of two manufacturers that have
developed holmium laser systems. The Company believes that both of those
companies are in the process of conducting clinical trials for the FDA to
demonstrate the safety and efficacy of the holmium laser to perform laser
thermal keratoplasty ("LTK"). LTK is a refractive procedure performed to
treat farsightedness and astigmatism in which peripheral corneal tissue is
thermally shrunk, causing the central portion of the cornea to steepen.
LS: Laser Sclerostomy ("LS") is a surgical procedure performed
with the holmium system to treat the symptoms of glaucoma by making an opening
in the front chamber of the eye. Summit has received FDA pre-market approval
to sell its holmium system in the U.S. for treatment of glaucoma.
-5-
<PAGE>
OTHER LASER SYSTEMS
The Company is aware of three companies that have reportedly developed
solid state lasers, ophthalmic laser surgical systems that apply a beam of
high intensity light to remove tissue from the inside, as opposed to the
surface of, the cornea. Solid state lasers are designed to ablate tissue
inside the cornea without violating the cornea's surface by computer guiding
the laser beam to the inner corneal tissue and vaporizing the targeted tissue.
Solid state lasers have not been approved for use in the United States and the
Company believes these systems are still in the development stage.
BUSINESS OF VISTA
Vista's LVC Services are conducted by three operating subsidiaries,
Vista Vision S.p.A. based in Italy ("Vista-Italy"), Vista Vision Scandinavia
A.B. based in Sweden ("Vista-Sweden"), and Vista Laser Centers of the
Southwest, Inc. based in Arizona ("Vista=Southwest"). European operations of
Vista-Italy and Vista-Sweden are operated under the trade name and style of
Vista Vision(SM) centers and North American operations are currently conducted
under the trade name and style of Icon Vision Laser Centers(SM).
As of March 31, 1997, Vista owned approximately 74.73% of Vista-Italy
which operates three LVC centers in Italy; 100% of Vista-Sweden which operates
two LVC centers in Sweden; and 94% of Vista-Southwest which operates one
center in Arizona. All of these LVC facilities operated for the full fiscal
year ended March 31, 1997 except that the Arizona center was established in
May 1996 and one of the Italian centers was opened in July 1996. A center
formerly operated by a joint venture subsidiary in England was closed in June
1995 and Vista-Italy discontinued its Pisa center in May 1996.
The following chart summarizes certain information as to the number of
LVC surgical procedures performed at Vista's operating subsidiaries for the
periods indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended March 31,
----------------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Italy (Note A) ............................. 1,663 1,367 911
Sweden (Note B) ............................ 1,139 658 524
United States (Note C) ..................... 373 -- --
----- ----- -----
Totals....................................... 3,175 2,025 1,435
===== ===== =====
</TABLE>
(a) Represents three centers, including the Milan Center opened in 1992, a
Rome Center opened in January 1995 and the Palermo Center opened in July
1996. Does not include procedures at a center in Pisa closed in May
1996 or an abandoned joint venture for a center in Viareggio to replace
the Pisa center.
(b) Represents two centers, the Stockholm center purchased in June 1994 and
the Malmo center opened in August 1995.
(c) Represents a center in Arizona opened in May 1996.
REVENUE RECOGNITION
The Company's operating subsidiaries derive revenues by billing
physicians at the time of equipment use, with such fees normally based upon a
negotiated fixed fee per LVC procedure or a negotiated percentage of the gross
procedure fees charged to patients by the physician. Physicians generally
-6-
<PAGE>
charge patients for their services on gross procedure fee basis (each eye and
the related pre-operative and post-operative care and any corrective
adjustment representing one procedure), and the gross procedure fee is
required by law to be established by the health care professional. However,
to insure recovery of estimated costs of operations and a reasonable margin,
the Company's prior consent is required if the physician desires to charge
less than a stated minimum gross procedure fee where the Company's revenue is
based upon a percentage of that fee as opposed to a fixed amount.
The gross procedure fee is generally defined to include all charges to
the patient for services of one or more professionals to perform an LVC
procedure for one eye, which typically includes professional services for the
procedure, post-operative care and re-operative care procedures, if required,
plus all charges to the patient for equipment use, medical supplies and
related items. The gross procedure fee is influenced by various factors such
as competitive pricing for LVC procedures in the relevant market, the
experience of the physician and by special requirements for each patient's
condition. Generally speaking, gross procedure fees charged by professionals
for PRK treatment currently range from approximately $1,400 to $1,600 per eye
in the United States and from approximately $1,000 to $1,750 per eye in
Europe, although there can be no assurance these levels will be maintained for
the long term.
Fees charged in turn by the Company to individual physicians may vary
depending upon the skill and experience of the physician, the volume of his or
her anticipated use of LVC equipment and services offered by the Company, the
individual policies of each operating center and competitive conditions in the
local market. Such policies and methods may be changed from time to time,
which could adversely affect the amount of revenues generated.
During the fiscal year ended March 31, 1997, revenues payable to
Vista-Italy and Vista-Sweden generally averaged $900 and $1,750 per procedure,
respectively, and most of these fees were based on a fixed fee per procedure
basis. Certain operating expenses of Vista-Italy and Vista-Sweden under
cooperative agreements for use of facilities and equipment use are in turn
based upon the number of procedures performed. Generally, the average per
procedure fees realized by the Company in Italy and Sweden during the fiscal
year ended March 31, 1997 were approximately 10% above the average per
procedure fees earned in the prior fiscal year.
Fees payable to Vista-Southwest during the fiscal year ended March 31,
1997 generally ranged from $750 to $1,000 per procedure and were based on a
percentage, typically 60%, of the gross procedure fee charged by the
physician.
Payment is usually collected in cash or by credit card before the
procedure is performed; however certain of the Company's European operations
commenced a program during 1996 to offer extended payment terms if the
patient's credit is approved.
Health insurance providers generally consider LVC procedures to be
elective surgery and do not provide insurance or other third-party
reimbursement.
RELATIONS WITH PROFESSIONALS
The Company maintains consulting arrangements with certain professionals
experienced in LVC care to advise Vista as to current developments in surgical
procedures and technology developments, establishing ethical and operating
standards and for assistance in training other health care professionals.
Bjorn Tengroth, MD, PhD, acts as a consultant to the Company's European
operations and is a Professor and Chairman of the Department of Ophthalmology,
Karolinska Institute, and Chairman of the St. Eriks Eye Hospital, Stockholm.
-7-
<PAGE>
Dr. J. Charles Casebeer, formerly a director of Vista, acts as a
consultant to the Company's Vista-Southwest subsidiary operations (see "Other
Vista-Southwest Transactions with Affiliates" below).
LVC EQUIPMENT
Vista is not involved in the research, development or manufacture of
refractive laser systems, and is dependent on unrelated manufacturers for the
supply of laser equipment and systems. Vista believes there are four U.S.
companies that have conducted or are conducting clinical trials with excimer
lasers for refractive surgery: in addition to Summit and VISX, these include
Chiron Corp. and LaserSight Incorporated. Summit and VISX have received FDA
pre-market approval to commercially sell and market in the United States their
excimer lasers for PRK treatment of low and mild myopia and for PTK
procedures.
The current cost of an excimer laser ranges from approximately $475,000
to $525,000, plus sales tax. For laser equipment purchased from VISX or
Summit, the manufacturer generally requires an additional royalty equal to
$250 per PRK procedure to be paid to Pillar Point Partners, a partnership
between VISX and Summit that holds certain patent rights with respect to their
excimer laser technology. The purchase price typically includes a one or two
year warranty on all parts except the optics (mirror and glass components)
which generally carry a 30-day warranty. Annual maintenance and service fees
are contracted for separately at the time of purchase and range from
approximately $40,000 to $60,000 per year, but these estimates may vary with
usage. Due to the equipment cost, Vista believes that most ophthalmologists
interested in LVC surgery will not be able or willing to purchase a laser,
seek financing for the purchase and/or arrange for required maintenance of the
laser equipment.
Vista's European subsidiaries currently own or lease and maintain five
VISX excimer lasers. Vista-Southwest leases a VISX excimer laser. The
Company has one laser in storage due to newer technology, the cost of which
was written off in the fiscal year ended March 31, 1996 in the amount of
$446,636 for the impairment of an idle asset.
MARKET POTENTIAL FOR LVC SERVICES
It is estimated that in excess of 100 million people in the U.S., and a
much larger number worldwide, use eyeglasses or contact lenses to correct
common vision disorders, with over 60 million of these individuals suffering
from nearsightedness. U.S. consumers spent an estimated $13.8 billion in
eyeglass and contact lens purchases in 1993. While excimer laser procedures
can treat people who are farsighted or are astigmatic, both the existing
technology and application for regulatory approvals for those uses are in an
earlier stage than for use of excimer lasers for treatment for
nearsightedness.
Refractive disorders generally are corrected with conventional methods
such as eyeglasses and contact lenses. Alternative treatments for permanently
reshaping the cornea to relieve nearsightedness, farsightedness and
astigmatism include surgical methods, the most popular of which has been RK,
discussed earlier in this Report. RK is used primarily to correct
nearsightedness, but is known to have potential limitations such as: (i)
weakening the cornea, (ii) potential for infection and (iii) producing
inconsistent visual correction results. However, RK procedures are generally
substantially less expensive than LVC procedures.
Vista believes that the market potential for alternative refractive care
utilizing excimer laser systems is commercially significant. Many eyeglass or
contact lens wearers are potential candidates for laser refractive surgery.
Generally speaking, Vista believes that younger persons are more apt to elect
refractive surgery than older people who have become accustomed to eyeglasses
or contact lenses over an extended period. However, the degree to which
Vista's LVC Services can penetrate the potential market for vision correction
-8-
<PAGE>
will depend on a variety of factors including, but not limited to, medical and
public acceptance of laser vision correction procedures and alternative
technologies. None of these factors is under the immediate control of Vista
nor is any predictable at this time.
FDA PRE-MARKET APPROVAL OF LVC EXCIMER SYSTEMS
Excimer laser systems are regulated as medical devices by the United
States Food and Drug Administration ("FDA") and require pre-market clearance
or pre-market approval (referred to as a "PMA") by the FDA prior to commercial
sale and use in the U.S. Medical devices in the U.S. are classified into one
of three classes on the basis of the controls deemed necessary by the FDA to
reasonably ensure safety and effectiveness. Class III devices, which include
medical lasers, generally are those which must receive PMA by the FDA to
ensure their safety and effectiveness and include, among other devices, new
devices which have been found not to be "substantially equivalent" to existing
legally marketed devices.
A PMA application must be supported by valid scientific evidence which
typically includes extensive preclinical and clinical trial data to
demonstrate the safety and effectiveness of the device. If human clinical
trials of a device are required, and the device presents a "significant risk,"
the sponsor of the trial (usually the manufacturer or distributor of the
device) will have to file an Investigational Device Exemption ("IDE")
application prior to commencing human clinical trials. The IDE application
must be supported by data, typically including results of animal and
laboratory testing. If the IDE application is approved, human clinical trials
may begin at a specific number of investigational sites with a specific number
of patients, as approved by the FDA.
A PMA application must contain the results of clinical trials, the
results of all relevant bench tests, laboratory and animal studies, a complete
description of the device and its components, a detailed description of
methods, facilities and controls used to manufacture the device and certain
other information. FDA review of a PMA application generally takes one to two
years from the date the PMA is accepted for filing, but may take significantly
longer. The review time is often significantly extended by the FDA asking for
more information, including additional clinical trials for clarification of
information provided in the submission. When conditions have been fulfilled
to the satisfaction of the FDA, it will issue a PMA approval letter,
authorizing commercial distribution of the device for certain applications.
If the FDA's evaluation is not favorable, the FDA will deny approval of the
PMA application or issue a "not approvable letter". There are devices for
which FDA approval has been sought which have never been approved for
marketing in the U.S. The FDA may approve a device for some procedures but not
others, or for certain classes of patients and not others. Modifications to a
device that is an approved PMA also may require approval by the FDA of PMA
supplements or new PMAs.
SAFETY AND EFFICACY
The first PRK procedure for the treatment of nearsightedness using an
excimer laser system was performed in 1989, and the first PTK procedure for
the treatment of a corneal pathology using an excimer system was performed in
1988. A large majority of PRK and PTK procedures to date have been performed
only since 1990. PRK to correct myopia has been performed in at least 35
countries outside the U.S. prior to 1996.
Some potential medical risks have been identified in connection with the
use of LVC surgery and there may be other risks which will not be known until
the procedure has been more widely used and monitored over an extended period
of time.
Possible concerns with respect to the safety and efficacy of LVC excimer
laser systems for refractive surgery include predictability and stability of
-9-
<PAGE>
results and potential complications, such as modest decreases in best
corrected vision and side effects from PRK, PTK, LASIK and LTK. Other possible
effects include postoperative discomfort; corneal haze during healing (an
increase in the 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 astigmatism and modest decreases in best corrected vision
(i.e., with eyeglasses); unintended over or under corrections; instability,
reversal or regression of effect; corneal scars (blemishing marks left on the
cornea); corneal ulcers (inflammatory lesions resulting in loss of corneal
tissue); and corneal healing disorders (compromised or weakened immune system
or connective tissue disease which causes poor healing).
Summit has reported that two year follow-up data accumulated by Summit
during its Phase III PRK clinical trials indicate all of the individuals
undergoing PRK experienced an improvement in visual acuity without corrective
eyewear. Prior to PRK, 95% of the eyes in this group were 20/200 or worse. Of
the eyes treated, approximately 91% improved to 20/40 or better, the legal
requirement to obtain a driver's license in most states without corrective
eyewear, while the remaining 9% experienced improved vision without corrective
eyewear, but still required corrective eyewear to achieve 20/40 vision or
better.
GOVERNMENTAL REGULATION
The manufacturing, labeling, distribution, marketing and promotion of
medical devices such as excimer lasers to which Vista and its affiliated
companies provide access are subject to extensive and rigorous government
regulation in the United States and in certain other countries.
Excimer lasers in the United States are required to be the subject of an
approved PMA application. Summit and VISX have received approval of PMA
applications for use of their excimer lasers in PRK and PTK procedures for the
treatment of low to mild myopia. There can be no assurance that FDA approval
will be received by equipment manufacturers for use of PRK for other
refractive disorders, such as extreme myopia, astigmatism and hyperopia
(farsightedness) or that other LVC procedures, such as LASIK, will ever be
approved by the FDA. Failure to receive such approvals could have the effect
of limiting the market for LVC procedures in the United States.
Users of medical devices in the United States are subject to continuing
FDA obligations. Medical devices are required to be manufactured in accordance
with regulations setting forth current Good Manufacturing Practices ("GMP"),
which require that devices be manufactured and records be maintained in a
prescribed manner with respect to manufacturing, testing and control
activities. It is the FDA's view that with respect to excimer lasers, users,
as well as manufacturers, are required to comply with FDA requirements with
respect to labeling and promotion. The Medical Device Reporting regulation
adopted by the FDA would require that the user provide information to the FDA
whenever there is evidence to reasonably suggest that one of its devices may
have caused or contributed to a death or serious injury, or that there has
occurred a malfunction that would be likely to cause or contribute to a death
or serious injury if the malfunction were to recur. Users of medical devices
are subject to periodic inspections by the FDA. Failure to comply with
applicable FDA requirements could subject one or more Regional Joint Ventures
subject to FDA regulation in the United States to enforcement action,
including product seizures, recalls, withdrawal of approvals, and civil and
criminal penalties, any one or more of which could have a material adverse
effect.
Medical device laws and regulations are also in effect in Europe and
other foreign countries. These range from comprehensive device approval
requirements to requests for product data or certifications. The number and
scope of these requirements are increasing. The failure of the Company's
European operating subsidiaries to comply with applicable foreign medical
-10-
<PAGE>
device laws and regulations may have a material adverse effect on the
Company's business.
Federal, state and foreign laws and regulations regarding the
manufacture and marketing of medical devices are subject to change. For
example, the FDA is currently considering significant changes to its GMP and
to other regulations. The Company cannot predict what impact, if any, such
changes might have on its business.
The operations of Vista's subsidiaries are also subject to extensive
rules and regulations, both in the United States and foreign countries at the
federal, provincial, state and local level, affecting the health care industry
and the delivery of health care. These include laws and regulations
prohibiting the practice of medicine and optometry by persons not licensed to
practice medicine or optometry, prohibiting the unlawful rebate or unlawful
division of fees and limiting the manner in which prospective patients may be
solicited.
Current regulatory requirements and restrictions that relate to
corporate entities involved in the ownership and operation of healthcare
facilities include prohibitions against: the corporate practice of medicine
except by an entity owned by healthcare professionals and/or wherein the
professionals exercise control over medical judgments; patient referrals by
healthcare professionals (including ophthalmologists and optometrists) to a
facility owned or compensated by such referring professional (either
generally, or sometimes by defining such payments as "kick backs"); and "fee
splitting" between healthcare professionals and corporate entities. Other
laws in both the United States and foreign countries specifically regulate the
nature and compensation provisions of employment or management relationships
that healthcare professionals may have with a corporate-owned facility, may
affect the form of business entity to be utilized, may limit payments either
to the entity or to healthcare professionals to the "fair market value" of
their contributions, or affect the manner of marketing the service performed
at the healthcare facility. Additional regulations in some jurisdictions also
now affect, or in the future may affect, the administration and use of LVC
Services, including requirements for certificates of need and/or other
licensing and registration of medical equipment.
Laws and regulations affecting the manner in which LVC Services may be
marketed, administered or compensated for vary significantly from jurisdiction
to jurisdiction. In some instances these laws and regulations are ambiguous,
and sometimes regulators fail to provide adequate guidelines. Vista believes
that its operating subsidiaries have adopted strategies that enables each of
them to offer and administer LVC Services in compliance with applicable
regulatory requirements in their areas of operations. However, federal, state
and foreign regulatory attention may continue to be directed to the practice
of medicine, and any changes in applicable law or regulations, or in
governmental agency and judicial interpretations of such laws and regulations,
could cause one or more of these strategies currently in compliance with
applicable laws to cease to comply.
The use of excimer lasers and other medical equipment is also subject to
numerous government laws and regulations relating to such matters as safe
working conditions, environmental protection, fire hazard control and disposal
of potentially hazardous substances.
INSURANCE AND INDEMNIFICATION
Health insurance providers in the United States generally consider LVC
procedures to be elective surgery and do not provide insurance reimbursement.
In other countries, reimbursement programs vary by country and region, and
reimbursement is not generally available for locations at which the Company's
European subsidiaries currently operate.
Use of laser systems by health care professionals using laser equipment
and other LVC Services may give rise to claims against Vista or its affiliates
-11-
<PAGE>
by persons alleging injury. Vista's subsidiaries generally do not currently
have malpractice liability insurance due to limited capital resources.
Vista believes that claims alleging defects in laser systems will be
covered by manufacturers' warranties and the manufacturer's product liability
insurance, and that Vista and its affiliates could take advantage of such
insurance by adding such suppliers to potentially adverse lawsuits. There can
be no assurance that laser suppliers will carry product liability insurance or
that any such insurance will be adequate to protect Vista.
Generally speaking, the policy of Vista's operating subsidiaries and
Regional Joint Ventures are to require that ophthalmologists who perform laser
procedures by use of LVC equipment maintain their own professional liability
insurance. There can be no assurance that such insurance will be adequate to
cover claims asserted against Vista, in which event Vista's business may be
materially adversely affected.
PROPRIETARY RIGHTS
Vista has no licenses, patents, registered trademarks or registered
copyrights. The Company's U.S. operations have adopted the service mark
"Icon Vision Laser Centers"(SM) and its European operating subsidiaries
conduct business under the name of "Vista Vision"(SM).
COMPETITION
The vision care industry is extremely competitive and includes numerous
companies that are substantially larger than Vista and have greater financial,
marketing and technical resources. The Company believes principal competitive
factors affecting revenues include market acceptance of LVC procedures by both
patients and vision care professionals, performance, success relative to
alternative refractive correction methods, pricing, regulatory requirements,
quality of equipment and convenience to the patient and physicians, some of
which are factors beyond the Company's control.
The Company competes with other surgical and non-surgical forms of
treatments for refractive disorders, including eyeglasses, contact lenses,
manual refractive surgery (such as RK), corneal transplants and possibly other
new technologies currently under development. Continued use of eyeglasses and
contact lens are expected to be the most popular methods of treating
refractive vision disorders due to low immediate cost and the avoidance of
surgery.
The market for access to excimer lasers is highly competitive and the
Company competes in its various geographic markets with other businesses
formed since 1990 offering similar access to LVC equipment and services in
Europe, Canada and the United States. These competitors are pursuing a
variety of business and marketing strategies, such as marketing directly to
consumers through optical chains or affiliating with hospitals or physician
group practices. Other companies which currently provide access to laser
equipment include: Beacon Eye Institute Inc.; Refractive Centers
International, Inc.; Vision International, Inc.; Laser Vision Centers, Inc.;
Global Vision, Inc.; Sight Resources, Inc.; Sterling Vision, Inc.; The Laser
Centre; 20/20 Laser Centers, Inc.; and LCA Vision, Inc. Additional
competition also exists or may develop from hospital affiliated groups,
physician group practices and private ophthalmologists electing to purchase
refractive laser systems, some of whom are believed to operate equipment for
which royalties are not payable to a laser manufacturer.
The ability of Vista and its Regional Joint Ventures to compete
successfully may also depend in the future on their ability to adapt to
technological changes and advances in the treatment of refractive vision
disorders. There can be no assurance that, as the market for excimer laser
surgery and other treatments of refractive disorders develops, that equipment
owned and/or leased by Vista and its affiliates will not become obsolete, and
if this occurs, there can be no assurance that Vista will be able to secure
new equipment to allow Vista and its affiliates to compete effectively.
-12-
<PAGE>
FORMER INVESTMENT IN TECHNICAL CHEMICALS AND PRODUCTS, INC.
As part of an agreement between Vista and Atlantic Central generating
additional financing for Vista in March 1996, Vista received 200,000
restricted shares of Technical Chemicals and Products, Inc. ("TCPI") common
stock from Atlantic Central's predecessor at a value of $2,662,500, or $13.31
per TCPI share. TCPI's common stock is publicly-traded in The Nasdaq SmallCap
Market. At the time this transaction was completed, shares of TCPI acquired
by Vista were restricted as to resale under federal securities laws and were
valued for financial statement purposes at a 25% discount from the public
market price.
TCPI filed a registration statement on Form S-3 to register certain
shares of TCPI common stock, including the 200,000 shares owned by Vista. The
resale of these shares pursuant to such registration was subject to a lock-up
agreement. Under that lock-up, the Company agreed it would not sell, contract
to sell, grant any option for the sale of, or otherwise directly or indirectly
dispose of Vista's shares of TCPI common stock during the period expiring 180
days following the closing of a public offering of securities by TCPI on May
2, 1996 without the prior consent of the representative of the underwriters of
TCPI's public offering. The Company sold most of its TCPI Shares in late
November 1996 at prices ranging from $7.50 to $8.00 per share.
TRANSACTIONS RELATING TO VISTA-SOUTHWEST AND AFFILIATES
FINANCING AND OTHER TRANSACTIONS INVOLVING VISTA-SOUTHWEST AND VISTA
In March, 1996, the Company issued 250,000 shares of its common stock
with an estimated value of approximately $270,500 at the date of issuance as a
subscription to 350,000 shares of Series B convertible preferred stock in
Vista-Southwest. Effective July 18, 1996, the Company also acquired rights to
100,000 Vista-Southwest Series A preferred shares from Refractive Services-
800, Inc., a third party, in exchange for 100,000 shares of the Company's
common stock with an estimated value of approximately $99,000 at the date of
issuance. A proxy to vote the Company's preferred shares in Vista-Southwest
was granted by Vista to Vista-Southwest's operating management and their
affiliates. During the period from January 1996 to September 30, 1996, Vista
also advanced loans of $383,634 to Vista-Southwest used to finance a portion
of Vista-Southwest's requirements for operations, acquisition of equipment and
facilities, and a planned public offering of its securities.
The Company subsequently elected to convert all of its rights to 450,000
shares of Vista-Southwest preferred stock into 450,000 shares of Vista-
Southwest common stock, and Vista-Southwest management and their affiliates
released the right to vote such shares by proxy.
On October 1, 1996, the Company and Vista-Southwest agreed to extinguish
the Company's account receivable of $383,634 for prior advances to Vista-
Southwest in exchange for the transfer to the Company of 250,000 shares of
Vista common stock then owned by Vista-Southwest. This transaction increased
the Company's net investment in Vista-Southwest by $145,634. As of March 31,
1997, the Company had advanced an additional $210,846 to Vista-Southwest as
additional investment in Vista-Southwest common stock.
As of October 1, 1996, the Company agreed to purchase a $100,000 Vista-
Southwest promissory note and 10,000 Vista-Southwest Class B warrants
exercisable at $4.00 per share until March 31, 1999 from Atlantic Central in
exchange for a $100,000 note payable by the Company to Atlantic Central. The
Company concurrently agreed with Vista-Southwest to surrender the $100,000
Vista-Southwest note for cancellation in exchange for 100,000 shares of Vista-
Southwest common stock effective October 1, 1996.
As a result of these transactions, the Company owned 550,000 shares of
Vista-Southwest common stock, representing 94% of the Vista-Southwest
outstanding capital stock as of March 31, 1997, before giving effect to shares
the Company may acquire as a result of additional advances by the Company to
-13-
<PAGE>
Vista-Southwest after October 1, 1996. The Company advanced $210,846 to
Vista-Southwest during the period from October 1996 through March 31, 1997 and
an additional $120,000 during the period from April 1997 through May 30, 1997.
Vista-Southwest abandoned a proposed initial public offering in late
1996 and abandoned a proposed private placement offering in May 1997. As
such, the ability of Vista-Southwest to sustain its operations will be
dependent upon additional advances from the Company and/or its controlling
stockholder, Atlantic Central, until such time as Vista-Southwest achieves
sufficient cash flow from internal operations or additional capital from third
parties to support its working capital requirements, as to which there can be
no assurance.
OTHER VISTA-SOUTHWEST TRANSACTIONS WITH AFFILIATES
In addition to investments in Vista-Southwest by the Company, Vista-
Southwest since its inception through March 31, 1997 has sold to management
and their affiliates and to certain physicians associated with Vista-Southwest
a total of 35,000 shares of Vista-Southwest common stock at $1.00 per share
($35,000) and 315,000 Class A warrants at $0.10 per warrant ($31,500),
exercisable at $1 per share expiring on the earlier of May 15, 2000 or upon a
merger of sale of Vista-Southwest's business approved by a majority of its
stockholders. Vista-Southwest also received $25,000 from the sale of units to
an unaffiliated third party consisting of a $25,000 in principal amount of an
11% convertible note and 2,500 Vista-Southwest Class B common stock purchase
warrants exercisable at $4 per share expiring on March 31, 1999. Vista-
Southwest subsequently redeemed the units issued to this unaffiliated third
party for $25,000 plus interest.
Dr. J. Charles Casebeer, a former director of the Company from February
1996 to September 23, 1997, has served as Chairman of the Board and a director
of Vista-Southwest since its inception in early 1996. A corporate affiliate
of Dr. Casebeer owns 17,031 shares of Vista-Southwest common stock and Class A
warrants to purchase up to 153,279 additional Vista-Southwest common shares at
an exercise price of $1.00 per share expiring on the earlier of May 15, 2000
or upon a merger of sale of Vista-Southwest's business approved by a majority
of its stockholders.
Vista-Southwest entered into a Consulting Agreement dated as of July 1,
1997 with Dr. Casebeer under which he agreed to provide consulting services,
attend and participate in LVC care presentations and seminars with medical
professionals and medical groups, manage training and education seminars, and
render services concerning the establishment of ethical standards and
procedures at care facilities. Vista paid consulting payments of $5,000 per
month to Dr. Casebeer under this agreement until he resigned as a Vista
director in October 1997. Dr. Casebeer is also entitled to receive separate
compensation as an officer of Vista-Southwest and from his patients for
performing LVC procedures and rendering other medical services to his
patients.
Vista-Southwest entered into an Asset Purchase and Lease Assumption
Agreement with a corporate affiliate of Dr. Casebeer dated January 30, 1996
and amended on July 8, 1997 (the "Asset Agreement"). Under the Asset
Agreement, Vista-Southwest agreed to purchase an excimer laser system and
office equipment from Dr. Casebeer's corporate affiliate for a purchase price
of $75,000 in cash, a $96,591 promissory note with annual interest at 8%
originally due May 31, 1996, and the assumption of outstanding obligations
under an equipment lease on the laser, including future lease payments not to
exceed $328,409. The Company subsequently replaced this laser with newer
technology resulting to a charge to Company's statement of operations in the
amount of $446,636 for the impairment of an idle asset. As of March 31,
1997, $80,000 of the note payable to Dr. Casebeer's affiliate for $96,591 had
been paid and the remaining unpaid balance has been forgiven.
-14-
<PAGE>
Vista-Southwest also assumed real estate obligations for the lease of
its facilities in Scottsdale, Arizona from a corporate affiliate of Dr.
Casebeer as of February 1, 1996. This lease expires on December 31, 1997 and
currently provides for the lease of approximately 3,254 square feet at a
rental of $4,699 per month. Vista-Southwest permits Casebeer-Hale
International, Inc., an affiliate of Dr. Casebeer, free use of these
facilities in connection with their medical practice. Dr. Casebeer
compensates Vista-Southwest for use of its LVC equipment and services on
substantially the same basis as are charged by Vista-Southwest to other
physicians.
SUSPENSION OF NORTH AMERICAN EXPANSION PROGRAM AND OTHER RECENT TRANSACTIONS
Vista developed a business strategy in June 1995 to expand its LVC
Services business in North America by organizing and sponsoring separate
corporations as regional enterprises (the "Regional Joint Ventures") in which
Vista would obtain an equity interest and long-term fee-based consulting
arrangements. The Company planned to seek affiliations for each of its
Regional Joint Venture subsidiaries with experienced LVC eye care
professionals; each Regional Joint Venture would be expected to seek
third-party financing with Vista's assistance to provide equipment and other
LVC support services to vision care professionals in targeted regional markets
operating under the name "Vista Laser Centers" (subsequently changed to "Icon
Vision Laser Centers").
To date, Vista-Southwest is the only Regional Joint Venture sponsored by
Vista which is operating an active business and in which the Company owns an
equity interest. Due to former management's inability to obtain additional
financing from third parties, negotiations to affiliate Vista with physicians
and acquire existing facilities at three locations in Canada, together with
proposed third-party financing activities, have been abandoned and the Company
has disposed of its investment in another enterprise formed to develop the
Northern California market. Accordingly, there are two Regional Joint Venture
entities owned by Vista which currently have no business operations (Vista
Laser Centers of Michigan, Inc. and Vista Laser Centers of the Northwest,
Inc.) and the Company has disposed of all of its interest in two other
Regional Joint Ventures entities then doing business as Vista Laser Centers of
the Northeast and Vista Laser Centers of the Pacific.
From July 1995 through May 1996, a foreign corporate investor,
Refractive Services 800, Inc., invested $520,000 in seed capital for preferred
shares in five Regional Joint Ventures formed by Vista to finance initial
organizational expenses and costs of negotiating agreements with vision care
physicians and seeking additional financing. Vista also made equity
investments in these five Regional Joint Ventures by issuing shares of Vista
common stock to such entities in exchange for additional preferred shares of
the Regional Joint Venture. On July 18, 1996, Vista acquired the equity
interest owned by Refractive Services-800, Inc. in the five Regional Joint
Ventures in exchange for 520,000 shares of Vista common stock. All of the
preferred shares owned by Vista in each Regional Joint Venture were later
converted by Vista into common stock of the respective Regional Joint Venture.
Shares of Vista common stock issued to Regional Joint Venture entities other
than Vista Laser Centers of the Northeast subsequently were reacquired by
Vista.
As to the four Regional Joint Ventures for which Vista has either
abandoned acquisition and related third-party financing negotiations and/or
disposed of its interest, all of the Company's net investments of $1,934,171
in such enterprises were written off during the fiscal year ended March 31,
1997. The Company remains contingently responsible as a guarantor of real
estate and equipment financing obligations for two of such entities in the
aggregate amount of approximately $3,035,000 at March 31, 1997 (see Notes 7(d)
and 7(e) of the Notes to Consolidated Financial Statements at March 31, 1997)
and Vista holds $260,800 in note receivables from the Pacific entity.
-15-
<PAGE>
The Company's management intends to reactivate a strategic expansion
plan if a debt compromise plan with the Company's creditors is proposed and
accepted and if significant additional capital is obtained; there can be no
assurance that the Company will be successful in accomplishing either of these
objectives. Pending further developments, Vista has been advised that its
controlling stockholder, Atlantic Central, plans to pursue a strategic plan of
negotiating to acquire or develop Regional Joint Ventures in the United States
for laser vision correction facilities and services. The Company has been
advised that if Atlantic Central can successfully implement a strategy of
North American expansion in the field of laser vision correction, it
anticipates that Vista will be provided the right to acquire such operations
at Atlantic Central's cost if Vista completes a debt compromise plan with its
creditors and if significant additional capital is obtained.
Transactions that occurred with respect to four Regional Joint Ventures
abandoned or disposed of by the Company are summarized as follows:
INVESTMENT IN VISTA LASER CENTERS OF MICHIGAN, INC.
In November 1995, the Company issued 200,000 shares of its common stock
at an estimated value of $217,600 in exchange for 200,000 shares of 5% Series
B convertible preferred stock in Vista Laser Centers of Michigan, Inc.
("VLC-Michigan"). Effective July 18, 1996, the Company also acquired 100,000
VLC-Michigan Series A preferred shares from Refractive Services-800, Inc. in
exchange for 100,000 shares of the Company's common stock with an estimated
value of approximately $99,000 at the date of issuance. The Company
subsequently elected to convert all 300,000 shares of VLC-Michigan preferred
stock into 300,000 shares of VLC-Michigan common stock.
VLC-Michigan filed documents for a proposed initial public offering in
early 1996 that was abandoned in late 1996 following a determination that VLC-
Michigan securities would not be approved for listing on The Nasdaq SmallCap
Market. During December 1996, negotiations for VLC-Michigan to acquire an
existing laser vision correction services business based in Windsor, Ontario,
and to enter into related agreements with affiliates of the physician who
owned the Windsor business, were terminated. VLC-Michigan accordingly
refunded stock subscriptions previously received from affiliates of that
physician. The Company also caused 200,000 shares of Vista's common stock
owned by VLC-Michigan to be exchanged for the redemption of 200,000 shares of
VLC-Michigan common stock then owned by the Company and Vista agreed to assume
responsibility for refunding a $9,500 stock subscription received from Dr. J.
Charles Casebeer, a former director of Vista. As a result of these
transactions, the Company owns all of the capital stock in VLC-Michigan which
is not currently an operating company.
During the period from March 1996 through October 1996, there were
various advances made by the Company to VLC-Michigan for its initial public
offering expenses aggregating approximately $84,236 plus approximately
$426,600 of advances to finance equipment deposits and operating expenses of
the businesses that VLC-Michigan proposed to acquire and develop. In November
1996, $100,000 of such cash advances was repaid to the Company. The Company
has attempted to obtain an accounting and/or refund of the remaining $410,800
of such advances and to date has recovered approximately $108,000. As of
March 31, 1997, the remaining $302,800 receivable has been written off.
INVESTMENT IN VISTA LASER CENTERS OF THE NORTHWEST, INC.
In May 1996, the Company issued 500,000 shares of its common stock at an
estimated value of $494,500 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of the Northwest, Inc.
("VLC-Northwest"). Effective July 18, 1996, the Company also acquired 100,000
VLC-Northwest Series A preferred shares from Refractive Services-800, Inc. in
exchange for 120,000 shares of the Company's common stock with an estimated
value of approximately $118,800 at the date of issuance. The Company
subsequently elected to convert all 600,000 shares of VLC-Northwest preferred
stock into 600,000 shares of VLC-Northwest common stock.
-16-
<PAGE>
During October 1996, VLC-Northwest and a corporate affiliate of Dr.
Donald G. Johnson, then an officer and director of Vista, terminated
negotiations that contemplated the possible future acquisition by VLC-
Northwest of an existing laser vision correction services business from Dr.
Johnson's corporate affiliate. Dr. Johnson subsequently resigned as Chairman
of the Board and a director of Vista in June 1997. VLC-Northwest refunded Dr.
Johnson's original cash investment in VLC-Northwest due to the termination of
these negotiations. The Company caused 500,000 shares of Vista's common stock
owned by VLC-Northwest to be exchanged for the redemption of 500,000 shares of
VLC-Northwest common stock then owned by the Company. As a result of these
transactions, the Company owns all of the capital stock in VLC-Northwest which
is not currently an operating company.
During the period from August 1996 through November 1996, there were
various advances made by the Company to VLC-Northwest for its initial public
offering expenses aggregating approximately $73,000 plus approximately
$220,000 of advances to finance equipment deposits and operating expenses of
the business that VLC-Northwest proposed to acquire and develop. In November
1996, the Company received repayment of $189,016 of such prior advances.
During January 1997, the Company paid $4,936 to an affiliate of Dr. Johnson in
reimbursement of funds advanced for the account of VLC-Northwest.
As of March 31, 1997, all of the remaining $73,000 in advances and
$96,000 of the Company's equity investment in VLC-Northwest had been written
off.
INVESTMENT IN VISTA LASER CENTERS OF THE PACIFIC, INC.
In May 1996, the Company issued 500,000 shares of its common stock at an
estimated value of $487,850 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of the Pacific, Inc.
("VLC-Pacific"). Effective July 18, 1996, the Company also acquired 100,000
VLC-Pacific Series A preferred shares from Refractive Services-800, Inc. in
exchange for 100,000 shares of the Company's common stock with an estimated
value of approximately $99,000 at the date of issuance. The Company
subsequently elected to convert all its 600,000 shares of VLC-Pacific
preferred stock into 600,000 shares of VLC-Pacific common stock.
To accommodate the request of VLC-Pacific in its efforts for a proposed
public offering of its securities, during December 1996 the Company and VLC-
Pacific mutually agreed: (i) to terminate a consulting services agreement
between the Company and VLC-Pacific; (ii) the Company accepted 500,000 shares
of its common stock owned by VLC-Pacific in exchange for the cancellation of
500,000 shares of VLC-Pacific common stock then owned by the Company; and
(iii) the Company agreed to accept a 9% promissory note issued by VLC-Pacific
in the principal amount of $100,000 for the repurchase of the remaining
100,000 shares of VLC-Pacific common stock then owned by the Company. VLC-
Pacific also issued a 9% promissory note in the principal amount of $160,838
to evidence its obligations for repayment of advances in that amount by the
Company to VLC-Pacific. Each of the VLC-Pacific promissory notes are due on
the earlier of December 31, 1998 or ten days after successful completion of an
initial public offering by VLC-Pacific.
As a result of these transactions, the Company had disposed of all of
its equity interest in VLC-Pacific capital stock as of December 31, 1996. The
notes receivable from VLC-Pacific are recorded on the Company's consolidated
balance sheet at an estimated realizable value of $260,838 as of March 31,
1997 and its remaining investment of $171,442 in VLC-Pacific has been written
off.
INVESTMENT IN VISTA LASER CENTERS OF THE NORTHEAST
In May 1996, the Company issued 450,000 shares of its common stock at an
estimated value of $445,500 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers Metro Inc., subsequently
doing business as Vista Laser Centers of the Northeast ("VLC-Northeast").
-17-
<PAGE>
Effective July 18, 1996, the Company also acquired 100,000 VLC-Northeast
Series A preferred shares from Refractive Services-800, Inc. in exchange for
100,000 shares of the Company's common stock with an estimated value of
approximately $99,000 at the date of issuance.
In January 1997, the Company, Atlantic Central's predecessor, VLC-
Northeast and certain members of VLC-Northeast operating management and their
affiliates entered into a settlement agreement to terminate all relationships
between the parties. The Company sold all of its equity investment in VLC-
Northeast for the sum of $1.00 and agreed to assign to a non-related entity
for the sum of $1.00 all prior advances and loans by the Company to VLC-
Northeast in the aggregate amount of $511,460. The Company further agreed:
(i) to pay $50,000 as a settlement of prior obligations to VLC-
Northeast; (ii) to pay VLC-Northeast an amount equal to $75,000 plus $6,271 in
interest accrued on certain promissory notes previously issued by VLC-
Northeast to Atlantic Central's predecessor (and secured by a pledge of
certain shares of Company common stock owned by VLC-Northeast), against the
receipt from Atlantic Central of releases in favor of the Company and of all
collateral security claims to shares of the Company's common stock owned by
VLC-Northeast; (iii) to advance $50,000 to an escrow fund for use by VLC-
Northeast under prescribed conditions for expenses relating to its future
capital-raising expenses, which advances were to be repaid to the Company in
the event VLC-Northeast completed additional debt or equity financings in the
aggregate amount of at least $500,000; and (iv) to pay $275,000 (of which
$200,000 was to be deposited into an escrow account) from proceeds of a
financing of at least $2 million by the Company.
VLC-Northeast agreed to release its license to use the Company's service
marks, to change the name of VLC-Northeast and signage to eliminate use of the
"Vista" name by VLC-Northeast (subject to a non-assignable license to VLC-
Northeast for use of certain promotional and marketing materials of the
Company within the greater Toronto, Ontario area so long as such materials do
not use the word "Vista" or the Company's associated logo), and to return for
cancellation 450,000 shares of the Company's common stock currently owned by
VLC-Northeast at the time all escrow funds were deposited by the Company. Of
the $200,000 in funds to be deposited into an escrow account, $50,000 was to
be released to VLC-Northeast upon completion of actions necessary for
termination of its use of the name "Vista" and the Company's service marks by
July 1, 1997, and the remaining $150,000 was to be released to VLC-Northeast
at the rate of $25,000 per month, except that any undisbursed escrow funds
were to be refunded to the Company in the event VLC-Northeast completed
additional debt or equity financings in the aggregate amount of at least
$500,000.
The Company paid $150,000 under the settlement and will be obligated to
deposit an additional $275,000 from proceeds of any private placement offering
of at least $2 million by the Company. The Company has also agreed to remain
obligated as a guarantor of certain equipment lease and premises lease
obligations of VLC-Northeast aggregating approximately $1,605,000 as of March
31, 1997, subject to the agreement of VLC-Northeast to use its best efforts to
obtain a release of such guarantees in the event of a change in control of
VLC-Northeast or should the Company successfully complete a private placement
offering of at least $2 million, failing which VLC-Northeast will agree to
indemnify the Company for any liabilities incurred as a result of the
guarantees.
As a result of these transactions, the Company did not own an equity
interest in VLC-Northeast capital stock and has written off its investments in
VLC-Northeast as of March 31, 1997.
The obligation of VLC-Northeast to return 450,000 shares of the
Company's common stock for cancellation was contingent upon Vista's payment of
$275,000 from proceeds of a private placement offering of at least $2 million
by the Company. Negotiations by Vista to obtain private placement financing
pending at the time of its settlement agreement with VLC-Northeast were
subsequently abandoned, and VLC-Northeast has claimed that it has no
obligation to return the 450,000 shares to the Company.
-18-
<PAGE>
EMPLOYEES
Vista's corporate operations as of September 30, 1997 employ the
services of four employees and consultants, all of whom serve on a part-time
basis and are involved in management, administrative or accounting functions.
The Company's operating subsidiaries employ ten persons in Italy, 11 persons
in Sweden and five persons in the United States, all of whom are engaged in
management or administrative activities. Management believes that the
Company's relationship with its employees is satisfactory. The Company plans
to engage the services of a new President in the future, but has not yet
identified an acceptable candidate for that position. See Item 9 of this
Report for additional information concerning the Company's present management.
ITEM 2. DESCRIPTION OF PROPERTY
The Company and its subsidiaries do not own any real property. The
following table summarizes information as to facilities utilized by the
Company and its operating subsidiaries:
<TABLE>
<CAPTION>
Size and Lease
Location Use Expiration Date
- -------------------------- ------------- -------------------------
<S> <C> <C>
UNITED STATES FACILITIES:
Vista Technologies Inc.
Scottsdale, Arizona Corporate 3,254 square feet;
office expires December 31, 1997
and LVC Center
EUROPEAN FACILITIES:
Vista Vision SpA:
Milan, Italy ................ LVC center 430 square feet;
expires January 2000 (renewed every 3 years
unless notice given six months in advance)
Rome, Italy ................. LVC center 1,600 square feet;
expires November 2000
Palermo, Italy .............. LVC center shared use of facilities under operating
agreement on month-to-month basis
Vista Vision Scandinavia AB:
Stockholm, Sweden ........... LVC center shared use of facilities under operating
agreement on month-to-month basis
Malmo, Sweden ............... LVC center shared use of facilities under operating
agreement with Gustav Adolf Clinic expiring
on May 15, 1998 renewed every 3 years
unless notice given 12 months in advance)
</TABLE>
The Company's principal office in Scottsdale, Arizona is leased by its
operating subsidiary at a monthly rental of $4,699 for a term expiring on
December 31, 1997. The Company was also charged $800 per month by Atlantic
Central during fiscal 1997 for office space and facilities in Toronto, Canada
at which two of Vista's executive officers are located. Charges for Toronto
facility use were discontinued at April 1, 1997.
The Company believes that its facilities are in good operating condition
and repair and are adequate for their existing requirements. See Note 12 of
the Notes to Consolidated Financial Statements elsewhere herein for additional
information concerning lease obligations of the Company.
-19-
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
LITIGATION WITH FORMER EXECUTIVE OFFICERS
In June 1997, the Company was named as the defendant in a civil action
entitled Thomas A. Schultz and Allen J. Simon vs. Vista Technologies Inc.,
filed in the Superior Court of the State of California, Santa Clara County,
case number CV766644. The complaint alleges that Vista breached written
employment agreements with each of the two plaintiffs, both of whom were
terminated as employees of the Company on March 6, 1997, and seeks damages of
$231,073 plus interest and costs for Thomas A. Schultz, damages of $241,902
plus interest and costs for Allen J. Simon, and restoration of stock options
previously issued to the plaintiffs under the terms of their employment
agreements.
The Company's written employment agreement with Thomas A. Schultz was
dated January 31, 1996 and subsequently amended. Mr. Schultz was elected
President and Chief Executive Officer of Vista on February 16, 1996. His
employment agreement provided he would be entitled to severance benefits if
his employment was involuntarily terminated, other than for cause, death or
disability, equal to (i) a lump-sum payment equal to his annual base salary of
$175,000, (ii) continuation of insurance benefits for life, health, dental and
long-term disability for a period of 12 months after employment termination,
and (iii) continued vesting of his outstanding stock options for a period of
12 months after employment termination. Vista's written employment agreement
dated November 1, 1996 with Allen J. Simon, who was elected the Company's
Executive Vice President and Chief Operating Officer on November 11, 1996,
provided he would be entitled to severance benefits if his employment was
involuntarily or constructively terminated, other than for cause, death or
disability, equal to (i) a lump-sum payment equal to his annual base salary of
$175,000, and (ii) continuation of insurance benefits for life, health, dental
and long-term disability for a period of 12 months after employment
termination.
The Company intends to vigorously contest claims of the plaintiffs for
damages based upon Vista's claim that their employment was terminated for
cause. However, these proceedings are at a preliminary stage and no discovery
has taken place. Special counsel engaged to represent the Company accordingly
has advised it cannot render an opinion as to whether the likelihood of an
adverse determination would be remote, reasonably possible or probable, until
discovery proceedings have been conducted. The Company has established a
reserve for these legal proceedings, but an adverse determination in these
proceedings would have a material adverse effect on the current financial
condition of the Company.
LEGAL PROCEEDINGS AS TO VISTA-ITALY
In view of an adverse judgment entered in December 1993 in the Circuit
Court of St. Louis County, Missouri against Vista-Italy in favor of Laser
Vision Centers, Inc. ("LVCI"), the Company has recorded an accrued liability
of $175,000 on its consolidated balance sheet for damages awarded against
Vista-Italy by the judgment. Attempts by Vista-Italy from 1994 through
November 1996 to vacate the judgment and appeal the decision in Missouri state
courts were unsuccessful.
In March 1997, LVCI instituted legal proceeding in Italy to enforce
collection of the judgment entered by the Missouri court. Vista-Italy intends
to contest these proceedings on the basis that the Missouri default judgment
is not entitled to enforcement in Italy and Vista-Italy is exploring the
possibility of asserting counterclaims. These proceedings in Italy are in the
preliminary stages, and special counsel engaged to represent Vista-Italy has
advised it cannot yet render an opinion as to whether the likelihood of an
adverse determination would be remote, reasonably possible or probable. As
noted above, the Company has established a reserve for these legal proceedings
and an adverse determination in these proceedings would not have a material
adverse effect on the financial condition of Vista-Italy.
-20-
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Shares of Vista common stock were initially offered and sold to the
public in an initial public offering completed in December 1993. An active
trading market did not develop until March 18, 1996 following a one-for-five
reverse stock split as to the Company's common stock effective as of March 15,
1996. The Company's common stock is traded in the over-the-counter market and
quoted on the NASD's Electronic Bulletin Board under the trading symbol
"IIII". The following table sets forth, for the periods indicated, the high
and low closing bid prices for the Company's common stock as reported by the
National Quotation Bureau, Inc. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission, and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
Closing Bid Prices
----------------------
Period High Bid Low Bid
----------------------- ---------- ---------
<S> <C> <C>
1996:
Quarter ended March 31
(from March 18)............... $ 2.50 $ 0.875
Quarter ended June 30 .......... $ 4.50 $ 2.50
Quarter ended September 30 ..... $ 3.125 $ 2.25
Quarter ended December 31 ...... $ 3.00 $ 1.00
1997:
Quarter ended March 31 ......... $ 2.625 $ 0.4375
Quarter ended June 30 .......... $ 0.4375 $ 0.125
</TABLE>
As of September 30, 1997, the last reported sale of the Company's common
stock as reported in the over-the-counter market was $0.06 per share and the
closing bid and asked prices were $0.06 bid and $0.25 asked. There were
approximately 200 holders of record of the Company's Common Stock as of
September 30, 1997. Additional beneficial owners of the Common Stock hold
shares in street name or other nominee accounts.
No cash dividends have been declared or paid by the Company since its
inception. Vista intends to employ all available funds for development of its
business and, accordingly, does not intend to pay cash dividends in the
foreseeable future. There are no contractual provisions that would prohibit
the Company from payment of dividends on its common stock.
-21-
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing elsewhere in
this Report.
CERTAIN INFORMATION IN THIS REPORT INCLUDES FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO, THE ABILITY OF THE
COMPANY TO CONTINUE AS A GOING CONCERN AND TO OBTAIN ADDITIONAL CAPITAL, AS TO
WHICH THERE IS NO ASSURANCE, MARKET ACCEPTANCE OF NEW TECHNOLOGIES, ECONOMIC,
COMPETITIVE, GOVERNMENTAL AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S
OPERATIONS, MARKETS, SERVICES AND PRICES, AND OTHER FACTORS DESCRIBED IN THIS
REPORT, THE CAUTIONARY STATEMENT FILED AS EXHIBIT 99.1 WITH THIS REPORT, AND
IN PRIOR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SUGGESTED OR IMPLIED BY ANY
FORWARD-LOOKING STATEMENTS AS A RESULT OF SUCH RISKS.
INTRODUCTION, GOING CONCERN AND PLAN OF OPERATION
Vista commenced business operations in February 1994. The Company
acquired controlling equity interests in European subsidiaries during 1994,
made substantial investments in Medical Development Resources, Inc. ('MDRI")
and its subsidiaries in 1994 and 1995, developed a strategic plan in mid-1995
to sponsor and invest in Regional Joint Ventures to conduct additional
businesses engaged in providing access to laser vision correction ("LVC")
equipment and related services ("LVC Services") in regional markets of North
America, and the Company acquired a controlling interest during 1996 in Vista
Laser Centers of the Southwest, Inc. ("Vista-Southwest"), an operating company
based in Arizona.
Since commencing operations, the Company has financed its business
operations, acquisition and expansion activities primarily from the issuance
or sale of equity securities, debt financing and loans from its controlling
stockholder, Atlantic Central. From February 1994 through March 31, 1996, the
Company had received approximately $7,437,500 from the sale of common stock
and warrants, approximately $278,000 from the sale of convertible debt
instruments, and had issued additional common stock and warrants in connection
with the acquisition of other assets and investments. During the fiscal year
ended March 31, 1997, the Company received an additional $1,050,100 from the
sale of common stock and exercise of stock options and warrants, approximately
$1,523,000 as loans from Atlantic Central and its corporate predecessor (of
which $800,000 has been repaid), $300,000 from the sale of secured debt, and
issued additional shares of common stock and warrants in connection with the
acquisition of other assets and investments.
Vista made significant investments in MDRI and its subsidiaries from May
1994 through March 1995 and in certain Regional Joint Ventures during 1995 and
1996 for which business acquisition and related third-party financing
negotiations have been abandoned. The Company's investment in cash,
securities issued and loans advanced for its investment in MDRI of
approximately $5,643,000 was written-off at March 31, 1995 and additional
investments in cash, securities issued and loans advanced to Regional Joint
Ventures of approximately $1,934,000 were written-off primarily during the
fiscal year ended March 31, 1997.
At March 31, 1997, the Company had an accumulated deficit of $22,142,000
incurred largely as a result of write-offs during fiscal 1995 through fiscal
1997 and losses from operations since 1994. The Company's net losses for the
fiscal years ended March 31, 1997 and 1996 were $6,999,000 and $3,815,000,
respectively. At March 31, 1997, the Company had a negative working capital
of $3,119,000 and a stockholders' deficiency of $2,095,000. The Company has
serious liquidity problems primarily due to unsuccessful attempts to raise
additional capital and significant costs associated with failed attempts to
penetrate North American laser vision correction markets.
-22-
<PAGE>
AS A RESULT OF THE ABOVE FACTORS, THE REPORT OF MOORE STEPHENS, P.C. ON
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED MARCH 31,
1997 CONTAINS A PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY
OF THE COMPANY TO CONTINUE AS A GOING CONCERN. Management's plans to address
these matters are to significantly decrease expenses and cash requirements,
sell assets or incur additional borrowings, propose a debt compromise plan
with the Company's creditors, raise additional capital, continue in the
interim to defer payments to creditors or to possibly convert debt to equity,
and increase its revenues at its existing vision correction centers. Revenue
increases will be dependent, among other things, in part upon expanding use of
the Company's services by physicians, general public acceptance of laser
surgery to correct refractive disorders, and competitive factors. The
accompanying financial statements do not reflect any adjustments to the
carrying value or classifications of assets or liabilities which might become
necessary if the Company is unable to continue as a going concern. The
continuation of the Company as a going concern is dependent upon the success
of these plans. There can be no assurance that the Company will be successful
in implementing these plans.
Management's strategy to expand the Company's participation in a
developing market for LVC Services in the United States by sponsoring Regional
Joint Ventures in alliance with prominent physicians has been deferred for an
indefinite period due to the Company's limited capital. The Company plans to
continue to seek additional debt and/or equity capital through the private
placement and/or public sale of its equity securities and use of equipment
lease financing to finance the Company's expansion. However, efforts by
former management in later 1996 to obtain additional equity capital were non-
productive, no negotiations are currently in process to obtain additional
capital and Vista has been dependent in recent periods upon advances from its
controlling stockholder, Atlantic Central, for funds to maintain operations.
Outstanding advances due to Atlantic Central are classified as short-term
obligations, totalled $723,000 as of March 31, 1997, and have subsequently
increased to approximately $1,100,000 as of September 30, 1997. There can be
no assurance that Atlantic Central will continue to provide advances to the
Company or that Vista will be successful in obtaining capital from other
sources.
The Company's business activities are subject to both predictable and
unforeseen risks incident to the creation of new businesses with a limited
history of operations. Prospective investors should consider the Company's
current financial condition, its history of losses from operations, the
frequency with which newly developed businesses encounter unforeseen expenses,
difficulties, complications and delays, and other factors such as the
competitive industry in which the Company operates.
RESULTS OF OPERATIONS:
FISCAL YEAR ENDED MARCH 31, 1997 COMPARED TO YEAR ENDED MARCH 31, 1996
REVENUES: During the fiscal year ended March 31, 1997 (the "1997
Year"), consolidated revenues from operations were $3,486,000, an increase of
63.7% compared to $2,130,000 in consolidated revenues for the fiscal year
ended March 31, 1996 (the "1996 Year"). Consolidated revenues in the 1997
Year principally included $1,486,000 attributable to the operations of Vista-
Italy, an increase of 22.2% compared to $1,216,000 in the 1996 Year,
$1,712,000 from the operations of Vista-Sweden, an increase of 84.2% over
$924,000 in the 1996 Year and $259,000 in revenues at Vista-Southwest acquired
during the 1997 Year. Revenue increases in Europe are attributable primarily
to a 30% increase in the number of LVC procedures performed.
For the 1996 Year, the Company's consolidated operating results included
the period from January 1995 through December 1995 for its European
subsidiaries to eliminate a three month delay in obtaining European financial
statements. A decision was made by the Company's management in 1996 to bring
the operating report periods for its European subsidiaries current with the
parent corporation. This resulted in a change in reporting periods for
European subsidiaries included in the consolidated financial statements so
-23-
<PAGE>
that their twelve month period from April 1996 through March 1997, included in
the 1997 Year, is being compared to European operations for the twelve month
period from January through December 1995 included in the Company's
consolidated results for the 1996 Year. The extra quarter's net results of
European operations from January through March 1996 is accounted for in the
Company's consolidated financial statements at March 31, 1997 as an adjustment
to equity.
OPERATING EXPENSES: Costs and expenses of operations for the 1997 Year
were $8,546,000, an increase of 44% compared to costs and expenses of
operations of $5,936,000 in the 1996 Year. Costs and expenses in the 1997
Year consisted of $6,606,000 in general and administrative expenses, a 43%
increase compared to the 1996 Year of $4,625,000, and $468,000 in depreciation
and amortization, equal to the 1996 Year. General and administrative expenses
for the 1997 Year included $1,300,000 for Vista-Italy, an 11% increase
compared to $1,173,000 in the 1996 Year, $1,445,000 for Vista-Sweden, a 21%
increase compared to $1,198,000 in the 1996 Year, and $553,000 for Vista-
Southwest acquired during the 1997 Year. Costs and expenses of operations
were reduced by $152,000 due to the absence of costs of operations in England
closed during the 1996 Year. The primary areas in which general and
administrative expenses increased at the parent Company level during the 1997
Year compared to the 1996 Year were the realized losses on the sale of
securities of $1,132,000 and the write-off of $1,934,000 in investments and
advances to Regional Joint Ventures. General and administrative expenses at
the parent Company level also included marketing, audit, legal and consulting
expenses of $1,200,000, salary expenses of $669,000 and travel expenses of
$371,000 incurred primarily as a result of activities relating to negotiations
for development of Regional Joint Ventures.
The Company's European subsidiaries realized nominal income from
operations in the 1997 Year compared to operating losses for the 1996 Year.
Cash flow from operations in the 1997 Year were approximately cash neutral at
both Vista-Italy and Vista-Sweden and negative at Vista-Southwest. Profitable
operations from operating subsidiaries in the future will be dependent upon
increasing revenues, as to which there can be no assurance.
Since March 1997, corporate expenses for salaries, marketing, travel and
legal expenses at the parent Company level have been reduced to approximately
$60,000 per month for the quarter ended June 30, 1997, primarily due to a
reduction in staff, termination of negotiations relating to the proposed
acquisition of other LVC entities and abandonment of unsuccessful private
placement financing activities sought by prior management.
OTHER EXPENSE AND INCOME: Other net expense in the 1997 Year totalled
$1,472,000, an increase of $629,000 compared to $843,000 in other net expenses
in the prior 1996 Year. The primary portions of such increase included a
realized loss of $1,132,000 on the sale of securities, most of which was
attributable to a decline in market price for the Company's investment in TCPI
common stock, compared to a loss of $148,000 on the sale of securities during
the 1996 Year, and an increase in interest expense from $64,000 in the 1996
Year to $336,000 in the 1997 Year due to increased borrowings by the Company.
Net expenses were reduced by the absence of a charge for impairment of idle
equipment of $447,000 incurred in the 1996 Year.
NET LOSS: Net loss for the 1997 Year was $6,999,000, equal to a net
loss of $1.05 per common share, compared to a net loss in the 1996 Year of
$3,815,000, or $1.92 per common share. The net loss per share was reduced as
a result of an increase in the average number of common shares outstanding
from 1,985,675 shares during the 1996 Year to 6,686,001 shares for the 1997
Year.
-24-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements include cash requirements
for management and administration and to support activities of Vista-
Southwest. Subject to the availability of additional capital, as to which
there can be no assurance, the Company may also incur additional expenditures
in the future for marketing activities and to expand operations by acquiring
or developing additional LVC centers and for additional excimer laser
equipment.
As of March 31, 1997, the Company had $558,000 in cash and a
consolidated working capital deficit of $3,119,000. Consolidated working
capital at March 31, 1997 decreased by $3,226,000 from consolidated working
capital of $107,000 at March 31, 1996. Consolidated working capital during
the 1997 Year was reduced primarily by a $6,999,000 net loss, $802,000 of net
advances to equity investees and $719,000 in purchases of property and
equipment, offset in part primarily by $1,934,171 of losses incurred at the
equity investee level, $1,529,000 received from the sale of marketable
securities, $1,050,000 received from the sale of common stock and exercise of
stock options and warrants, and $605,000 from long term debt proceeds. As of
September 30, 1997, the Company had exhausted substantially all cash resources
available to Vista in the United States.
The Company's European operating subsidiaries have achieved at least
neutral cash flow levels of operations for the last two fiscal years. The
Company plans to satisfy its cash needs over the next 12 months by decreasing
expenses and cash requirements, proposing a debt compromise plan with the
Company's creditors, continuing in the interim to defer payments to creditors
or possibly converting debt to equity, increasing its revenues at its existing
vision correction centers, selling assets, raising additional capital and/or
incurring additional borrowings. Consolidated revenues for the three month
period ended June 30, 1997 of approximately $1,230,000 (unaudited) reflect an
increase of 56% over the prior year equivalent period. This revenue increase
was attributable to acquisition of the Company's operating subsidiary in
Scottsdale, Arizona ($303,000) and volume increases in Europe ($141,000). For
the three months ended June 30, 1997, total laser vision correction procedures
for the Company were 1,324 versus 695 for the three months ended June 30,
1996, reflecting an increase of 90% in procedures. The consolidated net loss
for the three months ended June 30, 1997 was approximately $250,000 versus a
net loss of approximately $804,000 for the three months ended June 30, 1996.
The reduction in net loss is primarily due to the revenue increases described
above and a reduction in corporate general and administrative expenses. The
loss of approximately $250,000 for the three months ended June 30, 1997
includes a net loss of approximately $60,000 from the Company's operations in
Sweden primarily due to the opening of a new center. Therefore, continued
revenue increases will be dependent, among other things, in part upon
expanding use of the Company's services by physicians, general public
acceptance of laser surgery to correct refractive disorders, and competitive
factors. For the quarter ended September 30, 1997, revenues were reduced
compared to the quarter ended June 30, 1997 as a result of the normal seasonal
closing of operations during a holiday month in Europe. The accompanying
financial statements do not reflect any adjustments to the carrying value or
classifications of assets or liabilities which might become necessary if the
Company is unable to continue as a going concern. The continuation of the
Company as a going concern is dependent upon the success of these plans.
There can be no assurance that the Company will be successful in implementing
these plans.
Prior management's efforts to raise additional capital were not
productive, and the Company's current management is focusing its attention at
present on increasing the Company's revenues and reducing negative cash flows.
Vista has been dependent in recent periods upon advances from its controlling
stockholder, Atlantic Central, for funds to sustain the Company's operations.
Outstanding advances due to Atlantic Central are classified as short-term
obligations, totalled $723,000 as of March 31, 1997, and have subsequently
increased to approximately $1,100,000 as of September 30, 1997. The advances
from Atlantic Central are secured by the Company's agreement to pledge shares
-25-
<PAGE>
of its European subsidiaries as collateral security and all of the Company's
assets are subject to a security interest granted to the holder of a note in
the principal amount of $300,000 due on June 30, 1997. The Company is
currently negotiating an amendment to its secured loan of $300,000 with the
note holder. There can be no assurance that Atlantic Central will continue to
provide advances to the Company or that Vista will be able to obtain
additional capital from other sources. Accordingly, there can be no assurance
that the Company will have cash resources necessary to sustain its operations
in the United States for any specific period of time.
Additional financing, if any, may result in significant dilution to
existing stockholders. If adequate funds are not available from Atlantic
Central and/or other third parties and if creditors refuse to agree to future
debt compromise plans, the Company may be required to accept unfavorable
alternatives, including (i) seeking protection from creditors at the parent
Company level under the bankruptcy laws, (ii) arrangements with collaborative
partners that may require the Company to relinquish material interests in its
operating subsidiaries that it would not otherwise relinquish, or (iii) the
delay, reduction or elimination of its planned expansion, capital
expenditures, marketing and advertising and other operating expenses.
Should the Company obtain sufficient capital to expand its LVC
operations, the current cost of an excimer laser ranges from approximately
$475,000 to $525,000, plus sales tax. For laser equipment purchased from
VISX, Incorporated or Summit Technology, Inc., which currently offer the only
laser equipment approved to date for commercial use in the United States, the
manufacturer generally requires an additional royalty equal to $250 per PRK
procedure to be paid to Pillar Point Partners, a partnership between VISX and
Summit that holds certain patent rights with respect to their current laser
technology. The purchase price typically includes a one or two year warranty
on all parts except the optics (mirror and glass components) which generally
carry a 30-day warranty. Annual maintenance and service fees are contracted
for separately at the time of purchase and range from approximately $40,000 to
$60,000 per year, but these estimates may vary with usage.
Vista's European subsidiaries currently own or lease and maintain five
excimer lasers, and at present the Company is obligated to lease and maintain
four excimer lasers in the United States and Canada. Of the four lasers in
the United States and Canada, one is in active use at Vista-Southwest, one is
in storage, and two are used exclusively by a corporate affiliate of a former
director, Dr. Donald G. Johnson, in which the Company currently has no
beneficial interest. Dr. Johnson's corporate affiliate is primarily obligated
to make lease payments and to maintain equipment used by his corporate
affiliate. The Company is also obligated as a guarantor of certain equipment
lease and premises lease obligations of VLC-Northeast aggregating
approximately $1,818,700 as of March 31, 1997. See Notes 7(d) and 7(e) of the
Notes to Consolidated Financial Statements elsewhere in this Report.
SUBSEQUENT EVENT
The Company has been negotiating with the holder of a 12% promissory
note for $300,000 due June 30, 1997 who has verbally agreed to extend the
maturity date of the 12% promissory note. A definitive agreement for the 12%
promissory note extension is being prepared and management anticipates the
agreement will be executed by December 31, 1997.
AUTHORITATIVE PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", and
SFAS No. 129, "Disclosure of Information About Capital Structure". Both are
effective for financial statements issued for periods ending after December
15, 1997. SFAS No. 128 simplifies the computation of earnings per share by
replacing the presentation of primary earnings per share with a presentation
of basic earnings per share. The statement requires dual presentation of
basic and diluted earnings per share by entities with complex capital
-26-
<PAGE>
structures. Basic earnings per share include no dilution and is computed by
dividing income available to common stockholders by the weighted average
number of shares outstanding for the period. Diluted earnings per share
reflect the potential dilution of securities that could share in the earnings
of an entity similar to fully diluted earnings per share.
While the Company has not analyzed SFAS No. 128 sufficiently to
determine its long-term impact on per share reported amounts, SFAS No. 128
should not have a significant effect on historically reported per share loss
amounts.
SFAS No. 129 does not change any previous disclosure requirements, but
rather consolidates existing disclosure requirements for ease of retrieval.
The FASB has issued SFAS No. 130, "Reporting Comprehensive Income".
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
Earlier application is permitted. Reclassification of financial statements
for earlier periods provided for comparative purposes is required. SFAS No.
130 is not expected to have a material impact on the Company.
The FASB has issued FASB No. 131, "Disclosures About Segments of an
Enterprise and Related Information". SFAS No. 131 changes how operating
segments are reported in annual financial statements and requires the
reporting of selected information about operating segments in interim
financial reports issued to stockholders. SFAS No. 131 is effective for
periods beginning after December 15, 1997, and comparative information for
earlier years is to be restated. SFAS No. 131 need not be applied to interim
financial statements in the initial year of its application. SFAS No. 131 is
not expected to have a material impact on the Company.
U.S. DOLLAR PRESENTATION AND FOREIGN CURRENCY FLUCTUATIONS
Except as otherwise stated in this Report, all monetary amounts have
been presented in U.S. dollars.
The Company's European operating subsidiaries in Italy and Sweden
currently represent a significant portion of the Company's revenues and
expenses that are collected and paid in foreign currencies. The Company
publishes its consolidated financial statements in U.S. dollars after
translating transactions in foreign currencies into U.S. dollars. In periods
when the U.S. dollar depreciates against the relevant foreign currencies,
reported earnings attributable to transactions in foreign currencies may be
materially enhanced. In periods when the U.S. dollar appreciates against the
relevant foreign currencies, however, reported earnings attributable to
transactions in foreign currencies may be materially reduced. Fluctuations in
the exchange rate between foreign currencies and the U.S. dollar may also
affect the book value of Vista's assets and the amount of its stockholders'
equity.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are included later in this Report:
<TABLE>
<CAPTION>
VISTA TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 1997
<S> <C>
Index to Consolidated Financial Statements ............................ F-1
Independent Auditors' Report .......................................... F-2
Independent Auditors' Report .......................................... F-3
Consolidated Financial Statements as of March 31, 1997:
Consolidated Balance Sheet at March 31, 1997 ..................... F-4
Consolidated Statements of Operations for the Years
ended March 31, 1997 and March 31, 1996 ........................ F-5
Consolidated Statements of Changes in Stockholders' Equity
for the Years ended March 31, 1997 and March 31, 1996 .......... F-6
Consolidated Statements of Cash Flows for the Years
ended March, 31, 1997 and March 31, 1996 ....................... F-8
Notes to Consolidated Financial Statements ....................... F-9
</TABLE>
-27-
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As reported in the Company's Current Report on From 8-K dated May 28,
1997 and amended on June 24, 1997, the Company changed its independent
accountants in May 1997.
The accounting firm of KPMG Peat Marwick LLP acted as principal
independent public accountants to audit the consolidated financial statements
of the Company for its fiscal year ended March 31, 1996. On May 28, 1997, the
Company was advised by KPMG Peat Marwick LLP that the client-auditor
relationship between the Company and KPMG Peat Marwick LLP had been
terminated. The report of KPMG Peat Marwick LLP on the consolidated financial
statements of the Company for the fiscal year ended March 31, 1996 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified
as to uncertainty, audit scope, or accounting principles. The decision to
terminate the client-auditor relationship between the Company and KPMG Peat
Marwick LLP was initiated by KPMG Peat Marwick LLP, and the Company's Board of
Directors accordingly did not participate in a decision to change the
Company's independent accountants. In connection with its audit for the
fiscal year ended March 31, 1996 and the subsequent interim period through May
28, 1997, there were no disagreements of the Company with KPMG Peat Marwick
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of KPMG Peat Marwick LLP would have caused them
to make reference thereto in their report on the financial statements for such
year. During the fiscal year ended March 31, 1996 and prior fiscal periods of
the Company, there have been no reportable events (as defined in Regulation S-
K Item 304(a)(1)(v)).
On May 30, 1997, the Company engaged the services of the independent
public accounting firm of Moore Stephens, P.C. to act as the principal
independent accountants as to the Company's consolidated financial statements
for its most recent fiscal year ended March 31, 1997. Prior to engaging
Moore Stephens, P.C., the Company did not consult its new independent public
accountants as to the application of accounting principles to a specified
transaction, either completed or proposed, or as to the type of audit opinion
that might be rendered on the Company's financial statements. The Company's
Board of Directors participated in and approved the decision to appoint Moore
Stephens, P.C. to act as the principal independent accountants as to the
Company's consolidated financial statements for its most recent fiscal year
ended March 31, 1997.
The accounting firm of A J. Robbins, PC acted as principal independent
public accountants to audit the consolidated financial statements of the
Company for its fiscal year ended March 31, 1995, the transition period of
three months ended March 31, 1994, the fiscal year ended December 31, 1993 and
the fiscal period from the Company's inception on June 15, 1992 to December
31, 1992. On May 8, 1996, the Company's Board of Directors elected to change
its independent accountants to KPMG Peat Marwick LLP and dismissed A J.
Robbins, PC as the Company's independent certifying public accountant. The
Company's Board of Directors participated in and approved the decision to
change independent accountants.
The reports of A J. Robbins, PC on the consolidated financial statements
of the Company for the fiscal year ended March 31, 1995, the transition
period of three months ended March 31, 1994 and the fiscal year ended December
31, 1993 did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified as to uncertainty, audit scope, or accounting principles,
except as follows: The report of A J. Robbins, PC dated May 24, 1995 on the
Company's consolidated financial statements for its fiscal year ended March
31, 1995 contained a paragraph expressing certain doubts about the Company's
ability to continue as a going concern.
In connection with its audit for the fiscal year ended December 31,
1993, the transition period of three months ended March 31, 1994, the fiscal
year ended March 31, 1995 and thereafter through May 8, 1996, there were no
-28-
<PAGE>
disagreements of the Company with A J. Robbins, PC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of A J.
Robbins, PC would have caused them to make reference thereto in their report
on the financial statements for such year. During the periods described above
and through May 8, 1996, there have been no reportable events as that term is
defined in Regulation S-K, Item 304(a)(1)(v) promulgated by the Securities and
Exchange Commission.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
Two of the Company's directors, Dr. Donald G. Johnson and Dr. J. Charles
Casebeer, each of whom had been elected Chairman of the Board, resigned as
directors of Vista on June 19, 1997 and September 23, 1997, respectively. Mr.
Larry F. Lang, elected President on July 22, 1997, resigned as an officer of
Vista on September 8, 1997. The Company in the near future plans to elect
additional directors to fill Board vacancies resulting from these resignations
and to elect a new President and Chief Executive Officer; no candidates for
these positions had been determined by the Company as of September 30, 1997.
The Company's directors and executive officers as of September 30, 1997 are as
follows:
<TABLE>
<CAPTION>
Name Age Positions
- -------------------------- --- -----------------------------------------
<S> <C> <C>
Murray D. Watson 53 Director and Vice Chairman of the Board;
Acting President and Chief Executive Officer
Kenneth G. Howling 40 Treasurer and Chief Financial Officer
</TABLE>
MURRAY D. WATSON has served as a director and Vice Chairman of the Board
of the Company since January 31, 1994. He also served as acting President and
Chief Executive Officer of the Company from March 6, 1997 to July 22, 1997.
Since June 1997, Mr. Watson has been employed as President and manager of
another subsidiary of Atlantic Central. He served as Chairman of the Board,
Chief Executive Officer and a director of Atlantic Central and its predecessor
corporation, Pharma Patch Plc, both publicly-traded companies, from July 1993
to June 5, 1997, and as a director of Technical & Chemical Products, Inc., a
publicly-traded company, from January 1996 to May 1996. Pharma Patch Plc was
an Irish public company engaged in research and development of both advanced
transdermal drug delivery systems and advanced skin penetration enhancers, a
business sold by Pharma Patch in late 1995 to Technical & Chemical Products,
Inc. Pharma Patch Plc reorganized by transferring all of its assets and
liabilities to Atlantic Central in January 1997. Prior to July 1993, Mr.
Watson had been the President and Chief Operating Officer of Pharma Patch's
predecessor, Medipro Sciences Limited, from November 1987. Mr. Watson has
over 25 years of experience in the international health care industry,
including Vice President, Picker International, Inc.; President, Odyssey,
Inc.; and General Manager, American Hospital Supply Corp. of Canada. As
president since 1985 of the M.D.W. Group, Inc., a privately owned merchant
banking company, he has managed a broad spectrum of business ventures. Mr.
Watson received his B.A. Science in Civil Engineering in 1965 from the
University of Toronto and his M.B.A. in 1971 from York University, Toronto,
Canada.
-29-
<PAGE>
KENNETH G. HOWLING was elected Vice President of Finance, Treasurer and
Chief Financial Officer of the Company on February 16, 1996. He has served
from November 8, 1993 until the present time as Vice President of Finance and
Chief Financial Officer of Atlantic Central and its corporate predecessor,
Pharma Patch Plc. From June 1988 until November 1993, Mr. Howling was
employed by Roberts Company Canada Limited in the capacities of corporate
Secretary and Controller from June 1988 until May 1991 and as General Manager
from June 1991 until November 1993. Prior to June 1988, he was employed for
ten years in financial and general management positions with Smith Kline
Beecham, Bencard Allergy Laboratories, McGraw Edison and Price Waterhouse.
Mr. Howling has been involved in acquisitions, corporate restructuring, cash
flow management, human resource management and management information systems.
He received a Certified Public Accountant license from the State of New Jersey
in 1987 and holds a B.A. degree in Accounting from Upsala College in East
Orange, New Jersey.
There is no family relationship between any of the Company's directors
and executive officers. All directors hold office until the next annual
meeting of stockholders and until their successors are elected. Officers
serve at the discretion of the Board of Directors. There are no arrangements
or understandings between any director and any other person pursuant to which
any person was elected or nominated as a director.
The Board of Directors currently has no committees of the Board.
During the fiscal year ended March 31, 1997 the Board of Directors held
six meetings and took certain actions by unanimous written consent of the
Board. No director attended fewer than 75% of all meetings of the Board of
Directors except that former director Dr. J. Charles Casebeer was unable to
attend two Board meetings due to other business commitments.
Two former directors, Dr. Casebeer and Dr. Donald G. Johnson, each
received compensation of $60,000 in cash for his services as a director during
the fiscal year ended March 31, 1997. No other person received compensation
for services as a director during the fiscal year other than stock options
granted to officers and directors of the Company. Although the Company has no
current compensation plan for directors other than stock options, the
Company's By-Laws permits compensation of directors and the Board reserves the
right of changing compensation policies for directors from time to time. The
salaries of all officers are subject to review and adjustment from time to
time by the Board of Directors.
CONTROLLING INFLUENCE OF ATLANTIC CENTRAL AND PATRICK J. ROONEY IN MANAGEMENT
As described in more detail under the captions "Security Ownership of
Certain Beneficial Owners and Management" and "Transactions with Atlantic
Central and Its Predecessor" in Items 11 and 12 of this Report, as of
September 30, 1997, Atlantic Central owned 3,423,800 shares of Vista common
stock, representing approximately 54.1% of the Company's outstanding common
stock. In addition, the Company is indebted to Atlantic Central in the amount
of approximately $1,100,000 as of September 30, 1997, which advances are
classified as short-term indebtedness and are secured by the Company's
agreement to pledge shares of its European subsidiaries as collateral
security. The Company is currently dependent on additional advances from
Atlantic Central to finance the Company's continuing operations, although
Atlantic Central is not obligated to provide additional advances. In view of
the foregoing, the policies and business operations of the Company for all
practical purposes are subject to the control of Atlantic Central and its
principal executive officers.
Patrick J. Rooney, a resident of Bermuda, has served as the President
and Chief Executive Officer of Atlantic Central since June 5, 1997. Prior to
his election as Atlantic Central's Chief Executive Officer, Mr. Rooney was
engaged for more than five years primarily as a consultant to EC/American
Ltd., previously a financial consultant to the Company, Atlantic Central,
-30-
<PAGE>
other business enterprises and certain investors based outside of the United
States. From June 1978 to September 1985, Mr. Rooney was associated with
Rooney Pace, Inc., a broker dealer firm based in New York.
As the result of losing an appeal from his conviction in June 1988 of
filing a false income tax return for 1983, Mr. Rooney has been subject for
more than the last five years to the terms of a consent decree order issued on
December 20, 1988 by the U.S. Securities and Exchange Commission which bars
Mr. Rooney from association with any broker or dealer, investment company,
investment adviser or municipal securities dealer. The terms of such order
provide that Mr. Rooney may reapply to the Securities and Exchange Commission
for such association, but he has advised the Company that to date he has not
elected to do so.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's stock, to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission. Based upon a review of the copies of such forms
furnished to the Company, responses from the Company's executive officers and
directors in reply to monthly questionnaires, and other information available
to the Company, the Company believes that as of March 31, 1997, all Section
16(a) filing requirements applicable to its executive officers and directors
were complied with.
Certain foreign corporate shareholders hold Vista common stock and
warrants and are believed in certain cases to share common management. In
most instances, beneficial ownership of Vista securities held by such foreign
corporate shareholders has not been disclosed to the Company. Based on
information available to the Company, Vista has no reason to believe that any
of such parties are currently required to file reports under Section 16(a) of
the Exchange Act. However, since the Company does not necessarily have access
to all information that may be relevant, Vista expresses no opinion whether
any such group of foreign investors that may share common management may be
required to file reports under Section 16(a) of the Exchange Act.
-31-
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY EXECUTIVE COMPENSATION
The following Summary Compensation Table indicates the cash compensation
paid by the Company as well as certain other compensation, paid or accrued for
its fiscal years ended March 31, 1997, 1996 and 1995 to its Chief Executive
Officers and other executive officers whose compensation from the Company
exceeded $100,000 per annum for such periods.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------- --------------------------------
Awards Payouts
--------------------- --------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Fiscal Salary Bonus Compen- Awards Options/ Payouts Compen-
Principal Position Year(1) ($) ($) sation($) ($) SARs(#) ($) sation($)
- ------------------ ------- --------- --------- --------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Murray D. Watson 1997 $ 66,665(2) -0- -0- -0- 150,000 -0- -0-
President and
Chief Executive
Officer (2)
Thomas A. Schultz 1997 $166,700 $38,000 $28,700(4) -0- 600,000 -0- -0-
President and 1996 $ 12,000 -0- -0- -0- 300,000 -0- -0-
Chief Executive
Officer (3)
Kenneth G. Howling 1997 $ 55,000(5) -0- -0- -0- 100,000 -0- -0-
Treasurer and
Chief Financial
Officer (5)
Jac. J. Lam 1996 $225,000 -0- -0- $18,750(7) -0- -0- -0-
President and
Chief Executive
Officer (6)
Drago A. Cerchiari 1996 $20,000 -0- $20,260(8) $25,000(9) -0- -0- -0-
President & 1995 $33,100 -0- $84,000(10) -0- 190,000 -0- -0-
Chief Executive
Officer (8)
G. Lennart Perlhagen 1995 $130,000 -0- -0- -0- -0- -0- -0-
Chairman or
President and
Chief Executive
Officer (11)
</TABLE>
________________________________________
(1) Information set forth in the table represents data for the fiscal years
ended March 31, 1997 ("1997"), March 31, 1996 ("1996") and March 31,
1995 ("1995").
(2) Mr. Watson was elected President and Chief Executive Officer of the
Company on March 6, 1997. Compensation set forth in the table for 1997
includes compensation paid to a corporate affiliate of Mr. Watson for
1997. Mr. Watson's affiliate was also compensated during 1997 by
Atlantic Central, the Company's controlling stockholder, for salary in
the amount of $158,335 unrelated to his Vista activities, and such other
compensation paid by Atlantic Central is not included in the table.
(3) Mr. Schultz served as President and Chief Executive Officer of Vista
from February 16, 1996 to March 6, 1997. See also Item 3 of this Report
concerning claims by Mr. Schultz for additional severance compensation
not included in the table.
(4) Represents the cost of benefits paid to or for Mr. Schultz's benefit for
insurance premiums for long-term disability and life insurance and
personal benefit expenses under the terms of his employment agreement.
(5) Mr. Howling was elected Treasurer and Chief Financial Officer of the
Company in February 1996. Compensation set forth in the table for 1997
includes compensation paid to a corporate affiliate of Mr. Howling for
-32-
<PAGE>
1997. Mr. Howling's affiliate was also compensated during 1997 by
Atlantic Central, the Company's controlling stockholder, for salary in
the amount of $70,000 unrelated to his Vista activities, and such other
compensation paid by Atlantic Central is not included in the table.
(6) Mr. Lam served as President and Chief Executive Officer of Vista from
June 9, 1995 to February 16, 1996.
(7) Represents the value of 25,000 shares of common stock awarded in
December 1995 to Mr. Lam for services as a director in the fiscal year
ended March 31, 1996 valued at $.75 per share.
(8) Mr. Cerchiari served as President and Chief Executive Officer of the
Company from February 1, 1995 to June 1, 1995.
(9) Includes 4,000 shares of in common stock valued at $20,260 paid in
settlement of claims for expenses and subject to a put option
subsequently exercised by Mr. Cerchiari and $25,000 in common stock
(5,000 shares valued at $5.00 per share) paid in settlement of a hiring
bonus claim under the terms of a Termination Agreement between the
Company and Mr. Cerchiari effective June 1, 1995.
(10) Includes $84,000 in consulting payments for the 1995 period paid prior
to Mr. Cerchiari's election as an officer and director.
(11) Mr. Perlhagen was elected Chairman, President and Chief Executive
Officer of the Company on February 1, 1994. On January 15, 1995, he
relinquished the titles of President and Chief Executive Officer. Mr.
Perlhagen resigned as an executive officer of the Company on June 1,
1995.
STOCK OPTIONS
The following tables summarize stock option activity during the fiscal
year ended March 31, 1997 for each of the named officers shown in the table
"Summary Executive Compensation" who received compensation for services in the
fiscal year ended March 31, 1997:
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year Ended March 31, 1997
----------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or for Option Term
Options/SARs Employees in Base Price Expiration ------------------------
Name Granted (#) Fiscal Year ($/sh) Date 5%($) (3) 10%($) (3)
- --------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Murray D. Watson 150,000 (1) 8.2 % $0.50 3/27/02 $ 20,721 $ 45,788
Thomas A. Schultz 600,000 (2) 32.9 % $2.625 10/22/01 $ 435,143 $ 961,553
Kenneth G. Howling 100,000 (1) 5.5 % $0.50 3/27/02 $ 13,814 $ 30,526
</TABLE>
_________________________________________________
(1) Options granted under the Company's 1994 Stock Option Plan at an
exercise price of not less than fair market value on date of grant,
exercisable 50% after date of grant and 50% after September 27, 1997.
(2) Options granted under the Company's 1994 Stock Option Plan at an
exercise price of not less than fair market value on date of grant,
exercisable in 12 equal quarterly installments commencing three months
after date of grant.
(3) The 5% and 10% assumed annualized rates of compound stock price
appreciation are mandated by rules of the Securities and Exchange
Commission and do not represent the Company's estimate or a projection
by the Company of future common stock prices.
-33-
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
-----------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
at Fiscal Year-End (#) at Fiscal Year-End ($)(A)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- --------------- ------------ ---------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Murray D. Watson -0- n/a 75,000 / 75,000 (B) n/a / n/a
Murray D. Watson -0- n/a 4,000 / -0- (C) $ n/a / -0-
Thomas A. Schultz -0- n/a 50,000 / 550,000 (B) n/a / n/a
Thomas A. Schultz -0- n/a 125,000 / 175,000 (B) n/a / n/a
Kenneth G. Howling -0- n/a 50,000 / 50,000 (B) n/a / n/a
</TABLE>
_______________________________________________________________
(A) Unexercised options in the above table were exercisable at prices equal
to or greater than the last reported closing price for the common stock
as of March 31, 1997 of $0.25 per share.
(B) Includes options granted under the Company's 1994 Stock Option Plan.
(C) Includes options granted under the Company's Restricted Stock Option
Plan.
The Company does not have any compensation plans involving stock
appreciation rights or long-term incentive or deferred pension or
profit-sharing plans.
COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS
Dr. J. Charles Casebeer served as a director of Vista from February 16,
1996 to September 23, 1997 and as Chairman of the Board from June 24, 1997 to
September 23, 1997. Dr. Casebeer also serves as a director and Chairman of
the Board of Vista-Southwest and owns a equity interest in Vista-Southwest.
See "Transactions Relating to Vista-Southwest and Affiliates -- Other Vista-
Southwest Transactions with Affiliates" in Item 1 of this Report for
information regarding certain transactions between Vista and its affiliates,
on the one hand, and Dr. Casebeer and his affiliates.
From April 1, 1996 to March 31, 1997, a corporate affiliate of Murray D.
Watson, a director and Vice Chairman of the Company since February 1994 and
its acting President and Chief Executive Officer from March 6, 1997 to July
22, 1997 and from September 9, 1997 to date, was to receive base compensation
from Vista of $100,000 per year plus a bonus to be reviewed by the Board at
the end of each fiscal year up to 100% of the base compensation. No bonus was
declared by the Board for the fiscal year ended March 31, 1997, and the
Company's compensation obligations for Mr. Watson were terminated as of April
1, 1997. Mr. Watson's corporate affiliate is also compensated by Atlantic
Central, the Company's controlling stockholder, for other activities of Mr.
Watson unrelated to Vista. Mr. Watson is not required to devote his full
business time to the Company and he devotes a portion of his time to Atlantic
Central and other business interests.
From April 1, 1996 to March 31, 1997, a corporate affiliate of Kenneth
G. Howling, the Company's Chief Financial Officer, was to receive base
compensation from Vista of $60,000 per year plus a bonus to be reviewed by the
Board at the end of each year up to 100% of the base compensation. No bonus
was declared by the Board for the fiscal year ended March 31, 1997, and the
Company's compensation obligations for Mr. Howling were terminated as of April
1, 1997. Mr. Howling's corporate affiliate is also compensated by Atlantic
Central, the Company's controlling stockholder, for other activities of Mr.
Howling unrelated to Vista. Mr. Howling is not required to devote his full
business time to the Company and he devotes a portion of his time to Atlantic
Central and other business interests.
STOCK OPTION PLANS
Vista's Board of Directors has adopted a policy of providing long-term
incentive to members of its Board and senior management tied to performance of
-34-
<PAGE>
Vista's common stock through stock option plans. These plans are intended to
foster management incentive and positively align and reinforce management and
stockholder interests. The plans are structured to allow the Board of
Directors or a Stock Option Committee discretion in creating management and
key employee equity incentives which assist the Company in motivating and
retaining the appropriate talent needed to conduct its business successfully.
The Company's Board of Directors and stockholders adopted two stock
option plans in 1994, the 1994 Stock Option Plan (the "1994 Plan") and the
Restricted Stock Option Plan (the "Restricted Plan"). Increases in the
number of shares covered by both plans were ratified by stockholders in
December 1994 and another increase in the number of shares covered by the 1994
Plan was ratified by stockholders in February 1997. The 1994 Plan currently
covers an aggregate of 2,500,000 shares of common stock. The Restricted Plan
covers a total of 50,000 shares of common stock. Under both Plans, the number
of shares available for options and subject to option, and the option exercise
price of outstanding options, is to be adjusted upward or downward, as the
case may be, in the event of any stock dividend, recapitalization, merger,
consolidation, split up or similar transaction affecting shares of the
Company's common stock.
Both Plans are administered by the Board of Directors or by a Stock
Option Committee of two or more members of the Board of Directors of the
Company. The Stock Option Committee, or the Board in the absence of a
Committee, determines the persons to receive options under the Plans, the
terms of options granted, including the exercise price, the number of shares
subject to the option and the terms and conditions of exercise. At present,
the Plan is administered by the Board.
Both Plans contain provisions which authorize the Stock Option Committee
or the Board, in the event of a sale or merger of all or substantially all of
the Company's assets, or a merger or consolidation in which the Company is not
the surviving corporation, to take certain action in its discretion. In the
event of such a transaction, the Committee or the Board may accelerate the
exercisability of any option to permit its exercise in full during such period
as the Committee may prescribe following the public announcement of a sale of
assets or merger, or may elect to earlier grant that right at the time an
individual option is granted. The Committee or the Board may also require in
the event of such a transaction that an optionee surrender an option in return
for a substitute option issued by a surviving corporation which is determined
by the Committee or the Board to have a value substantially equal to the value
of the surrendered option.
Each of the Plans provides that shares of common stock acquired upon
exercise of options will be paid for in cash or, in the sole discretion of the
Committee, through the delivery of shares of the Company's common stock with a
market value equal to the option exercise price. The ability to pay the
option price in shares, if permitted by the Committee or the Board, would
enable an optionee to engage in a series of successive stock for stock
exercises of an option (sometimes referred to as "pyramiding") and thereby
fully exercise an option with little or no cash investment by the optionee.
The Board of Directors has not established any policy as to whether it will
permit exercises of options through payment with shares.
The maximum term for each option under both Plans is ten years; to date
no option has been granted for a term in excess of five years under either
Plan and grants of options under the Restricted Plan were discontinued after
January 1995. If any option granted under either Plan expires or terminates
without having been exercised in full, the shares covered by the unexercised
portion of the option may be used again for new grants under that Plan. No
option granted under the Plans may be transferred by the optionee other than
by will, the laws of descent and distribution, or by a qualified domestic
relations order, and each option is exercisable during the lifetime of the
optionee only by such optionee or a corporate entity controlled by the
optionee.
-35-
<PAGE>
1994 STOCK OPTION PLAN
The 1994 Plan provides that options granted thereunder may be either
incentive stock options pursuant to Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code"), or, at the discretion of a Stock Option
Committee, non-qualified stock options which do not qualify as incentive stock
options under the Code. The 1994 Plan provides that incentive stock options
must be granted at an option price which is not less than the fair market
value of the Common Stock on the date of grant, and that any non-qualified
option granted must be at an option price which is not less than 50% of the
fair market value of the date of grant. With respect to any participant who
owns stock possessing more than 10% of the voting rights of the Company's
outstanding capital stock, the exercise price of any incentive stock option
under the 1994 Plan must be not less than 110% of fair market value on the
date of grant. To date, all options granted under the 1994 Plan were granted
at or above fair market value on date of grant. Options under the 1994 Plan
may be granted to officers, directors, key employees of, and consultants to,
the Company and its subsidiaries.
In the event of termination of employment, the optionee's option will
terminate and may be exercised during a three month period after termination
to the extent the option was exercisable on the date of termination unless
otherwise provided by separate contract. In the event termination of
employment was caused by death or permanent disability, the period of
exercisability is extended under the 1994 Option Plan to one year after the
date of termination, but in no event after the date the option would have
expired in the absence of termination of employment. No shares acquired on
exercise of an option granted under the 1994 Plan may be sold or otherwise
disposed of by an optionee until the expiration of at least six months
following the date on which the exercised option was originally granted by the
Company.
At September 30, 1997, no options had been exercised under the 1994
Plan, and unexercised options were outstanding to purchase 1,841,000 shares of
common stock at a weighted average option exercise price of $2.36 per share,
and up to 659,000 shares were available for future grants of options under the
1994 Plan. Of the total options outstanding at September 30, 1997, options to
purchase 1,079,333 shares are exercisable in the fiscal year ending March 31,
1998. Of the unexercised options outstanding, options covering 250,000 shares
are held by two officers and directors or their corporate affiliates (all of
which options are exercisable in the fiscal year ending March 31, 1998) at an
average exercise price of $0.50 per share.
RESTRICTED STOCK OPTION PLAN
The Restricted Plan provides that options granted thereunder must be
granted at an option price which is the lesser of $0.50 per share or 10% of
the fair market value of the Common Stock on the date of grant. No options
granted under the Restricted Plan may be exercised until the expiration of at
least two years following the date on which the option was originally granted
by the Company. Options under the Restricted Plan may be granted only to
directors and senior management of the Company, including its Chairman of the
Board, its President, and any other persons appointed to act as Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer of the
Company.
In the event of termination of an optionee's service as a director or
member of senior management, the optionee's option will terminate and may be
exercised during a 12 month period after termination to the extent the option
was exercisable on the date of termination. In the event termination of
employment was caused by death or permanent disability, the amount exercisable
is extended under the Restricted Plan to the extent the option would have
become exercisable during the 12 month period if not prevented by the
optionee's death or disability. In no event may any option be exercised after
the date the option would have expired in the absence of termination of
employment.
-36-
<PAGE>
At September 30, 1997, options covering 4,000 shares had been exercised
under the Restricted Plan (the exercise of that option was subsequently
rescinded by mutual agreement), unexercised options held by an affiliate of
one officer and director of the Company were outstanding to purchase 4,000
shares of common stock (all of which are exercisable in the fiscal year ending
March 31, 1998) at a weighted average exercise price of $.50 per share, and up
to 46,000 shares were available for future grants of options under the
Restricted Plan. Additional grants of options under the Restricted Plan were
discontinued by the Company's Board after January 1995.
1996 STOCK COMPENSATION PLAN
On February 6, 1996, the Company's Board of Directors adopted a 1996
Stock Compensation Plan (the "Stock Plan") approved by stockholders of the
Company in February 1997. The purpose of the Stock Plan is to permit the
Board or a Committee of the Board the flexibility of issuing shares of Vista
common stock in lieu of cash to compensate officers, directors, employees and
other individuals acting as professionals, consultants and/or advisers to the
Company for services rendered to Vista and its subsidiaries. A "subsidiary"
of the Corporation for purposes of the Stock Plan is any corporation in which
Vista at the time of a compensation award owns or controls, directly or
indirectly, at least 50% or more of the outstanding voting capital stock.
Shares may be issued under the Stock Plan solely in payment for the
value of services actually rendered to Vista. In no event may shares be
issued as compensation under the Stock Plan: (i) for services which are either
directly or indirectly related to the offer or sale of securities in a
capital-raising transaction by Vista or its corporate affiliates; or (ii) for
the sale of goods, merchandise, products or other tangible assets. Common
stock issued as compensation under the Stock Plan will be valued at their fair
market value on the date such shares are authorized to be issued to a
participant for designated services rendered in a specified dollar amount. In
determining the fair market value of any such payment, the Board or a
Committee of the Board will take into consideration the quoted prices in the
public market for common stock on the date shares are authorized for issuance
and, if deemed applicable by the Board or the Committee to its determination
of fair market value, a reasonable discount to quoted market prices not
exceeding 25% of the low bid price on the date of such authorization if such
discount is deemed appropriate to allow for price volatility and/or possible
lack of liquidity based on reported prices and trading volume in the public
market for the common stock when compared to the number of shares authorized
for issuance as compensation and any applicable forfeiture or restrictive
provisions relating to the award.
Shares of common stock authorized by the Stock Plan may be issued as
compensation only upon the execution of an agreement by the recipient to
accept the same in lieu of all or a designated portion of cash compensation
otherwise payable for his or her services. If the award of shares is subject
to contractual restrictions or performance conditions that may result in a
forfeiture, the recipient's interest in the shares may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which any
applicable restriction or performance condition and period shall lapse without
the requirement of forfeiture.
The Stock Plan will be administered by the Board or by a Committee of
not less than two directors. No member of the Committee will be eligible to
participate in the Stock Plan while serving on the Committee. The Committee
has the authority to (i) select the participants to whom common stock
compensation may be granted; (ii) determine the number of shares and the fair
market value thereof for each payment of common stock compensation; (iii)
determine any other terms and conditions of common stock compensation
payments, including but not limited to any restrictions or forfeiture
conditions relating to the performance of services by the participant; (iv)
determine whether, to what extent and under what circumstances a common stock
payment of compensation under the Stock Plan may be deferred either
automatically or at the election of the participant under a written agreement;
and (v) approve any agreement executed by participants under the Stock Plan.
-37-
<PAGE>
A total of 250,000 shares of common stock are available for payment of
compensation under the Stock Plan. If any shares are issued under the Stock
Plan and subsequently cease to be outstanding as a result of any forfeiture or
failure to satisfy restrictive conditions, such shares will again be available
for compensation payments under the Stock Plan. No compensation awards under
the Stock Plan have been made as of September 30, 1997.
OTHER
The Company currently has no pension, retirement, annuity, savings or
similar benefit plan which provides compensation to its executive officers or
directors except for group health and life insurance plans.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information (except as otherwise
indicated by footnote) as of September 30, 1997 as to Vista's common stock
owned by (i) each person known by management to beneficially own more than 5%
of the Company's outstanding Common Stock, (ii) each of the Company's
directors, and (iii) all executive officers and directors as a group:
<TABLE>
<CAPTION>
Common Stock (2)
------------------------------
Name or Group (1) No. of Shares % of Class
- ----------------------------------------- -------------- ----------
<S> <C> <C>
Directors:
Murray D. Watson ...................... 179,000 (3) 2.8%
All officers and directors
as a group [2 persons] .............. 279,000 (4) 4.2%
5% Shareholders:
Atlantic Central Enterprises Limited .. 3,423,800 (5) 54.1%
Refractive Services-800, Inc. ......... 520,000 (6) 8.2%
Vista Laser Centers of the Northeast .. 450,000 (7) 7.1%
</TABLE>
____________________________________________
<TABLE>
<S> <C>
(1) To the best knowledge of the Company's management, the persons named in
the table have sole voting and investment power with respect to all
shares shown to be beneficially owned by them, except as otherwise
indicated in the information contained in the footnotes below and, where
applicable, community property laws.
(2) Based on 6,324,912 shares of Common Stock outstanding at August 31, 1997
plus, where applicable, shares issuable upon exercise of stock options
held only by the person or group indicated that were fully exercisable
or exercisable within a period of 60 days from August 31, 1997.
(3) Includes 25,000 shares of Common Stock and 154,000 shares issuable upon
exercise of stock options held directly by Trident Management, a
corporate affiliate of Mr. Watson, that are fully exercisable as of
September 30, 1997. Mr. Watson's business address is 51 Yonge Street,
Suite 400, Toronto, Ontario M5E 1J1, Canada.
(4) Includes shares described in Note 3 above plus 100,000 shares issuable
upon exercise of stock options held directly by one other executive
officer that are fully exercisable as of September 30, 1997.
(5) Includes 3,423,800 shares of Common Stock owned by Atlantic Central.
The ownership of Atlantic Central shown in the table does not include
500,000 Class C Warrants owned by Atlantic Central which are exercisable
during the month of February 1998. The business address for Atlantic
Central is Cedar House, 41 Cedar Avenue, Hamilton HM-12, Bermuda.
-38-
<PAGE>
(6) Includes 520,000 shares beneficially owned by Refractive Services-800,
Inc., a Panama corporation reportedly owned and controlled by Marcel
Jouby, a Dutch citizen, Kerry Lynne O'Rourke, a South African citizen
residing in The Netherlands, and Sukumal Chintagavongse, a Thailand
citizen. The business address for Refractive Services-800, Inc. is
Reaal 5-V, P.O. Box 4, 350 AA Leiderdorp, The Netherlands.
(7) Includes 450,000 shares beneficially owned by Vista Laser Centers of the
Northeast. The business address for Vista Laser Centers of the
Northeast is 131 Bloor Street West, Suite 210, Toronto, Ontario M5S 1R1,
Canada.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH ATLANTIC CENTRAL AND ITS PREDECESSOR
INTRODUCTION
Atlantic Central Enterprises Limited ("Atlantic Central") is a Bermuda
company with securities publicly traded in the United States over-the-counter
market. In January 1997, Atlantic Central acquired all of the assets and
liabilities of Pharma Patch Plc ("Pharma Patch"), a publicly-traded company
with its principal office in Dublin, Ireland. Pharma Patch Plc was an Irish
public company formerly engaged in research and development of advanced
transdermal drug delivery systems and advanced skin penetration enhancers, a
business sold by Pharma Patch in late 1995 to Technical & Chemical Products,
Inc. References in this Report to Atlantic Central as to periods prior to
February 1997 include Pharma Patch as the predecessor-in-interest of Atlantic
Central.
As described in more detail below, Atlantic Central acquired a
controlling equity interest in Vista in March 1996 and owned 3,423,800 shares
of Vista's common stock at August 31, 1997, representing approximately 54.1%
of Vista outstanding Vista common stock. Since February 1996, Atlantic
Central has charged Vista for allocations of certain salaries and office
expenses incurred by Atlantic Central in Toronto, Canada for use of a portion
of management time devoted to the Company by Murray D. Watson and Kenneth G.
Howling and their support staff. Atlantic Central has also advanced funds to
or for Vista's account from time to time, of which $800,000 was repaid in cash
in late 1996.
Vista has been dependent in recent periods upon advances from Atlantic
Central for funds to sustain the Company's operations. Outstanding advances
due to Atlantic Central are classified as short-term obligations, totalled
$723,000 as of March 31, 1997, and have subsequently increased to
approximately $1,100,000 as of September 30, 1997. Advances from Atlantic
Central are secured by the Company's agreement to pledge shares of its
European subsidiaries as collateral security for repayment of its obligations
to Atlantic Central. There can be no assurance that Atlantic Central will
continue to provide advances to the Company or that Vista will be able to
obtain additional capital from other sources.
Murray D. Watson served from July 1993 to June 5, 1997 as Chairman of
the Board, Chief Executive Officer and a director of Atlantic Central and is
currently employed as an executive officer of another subsidiary of Atlantic
Central. Mr. Watson has also served as a director and Vice Chairman of Vista
from February 1994 to the present time, and has served as acting President and
Chief Executive Officer of the Company from March 6, 1997 to July 22, 1997 and
from September 9, 1997 to the present date. Kenneth G. Howling, Vice
President and Chief Financial Officer of Atlantic Central, has served as
Vista's Treasurer and Chief Financial Officer since February 16, 1996.
1996 EQUITY TRANSACTIONS AND CHANGE IN CONTROL
During February 1996, Vista negotiated agreements to obtain equity
financing from Atlantic Central. Atlantic Central's predecessor, Pharma Patch
Plc, had sold its operating assets and proprietary transdermal patch and
-39-
<PAGE>
penetration enhancer business in November 1995 in exchange for 786,214 shares
of common stock in Technical & Chemical Products, Inc. ("TCPI") and the
satisfaction of approximately $5,000,000 of Pharma Patch indebtedness by TCPI.
TCPI is a publicly-traded company engaged primarily in the design,
development, manufacture and marketing of medical diagnostic products and the
research, development and commercialization of transdermal and mucosal drug
delivery systems and skin permeation enhancers.
Vista's Board on February 6, 1996 authorized the negotiation of equity
financing agreements with Pharma Patch and Pharma Patch publicly announced its
board of directors on February 15, 1996 had approved the acquisition of a
controlling interest in Vista subject to negotiation of definitive agreements.
Definitive agreements negotiated between the Company and Pharma Patch were
executed on March 1 and March 4, 1996 and were closed on or prior to March 31,
1996.
Transactions contemplated by these agreements were authorized and
approved by Vista's board of directors ("Board") at a Board meeting held on
February 6, 1996 attended by all three of Vista's then directors. Vista's
Board approved these agreements with knowledge and disclosure of a proposed
acquisition by Atlantic Central of 900,000 shares of Vista common stock from
third parties, which is discussed below. Murray D. Watson, a Vista director,
abstained from voting on the proposed transactions due to his then position as
the Chief Executive Officer and a director of Atlantic Central's predecessor,
Pharma Patch. Messrs. Jac. J. Lam and Malcolm J. Rowe, Vista's other two
directors at that time, voted in favor of approving the transactions. Mr.
Rowe also served at the time as a member of Pharma Patch's board of directors.
The Company's 1996 equity financing transactions and agreements with
Pharma Patch (now Atlantic Central) are summarized as follows:
STOCK PURCHASE AGREEMENT FOR $500,000 (200,000 VISTA COMMON
SHARES). On March 1, 1996, Vista and Pharma Patch executed a Stock Purchase
Agreement providing for the first stage of equity financing transactions. The
Stock Purchase Agreement provided for 200,000 newly issued shares of Vista
common stock to be sold to Pharma Patch for a cash price of $500,000, or $2.50
per share. These funds were received by Vista in March 1996.
EXCHANGE OF NOTE AND TCPI SECURITIES FOR 2,060,000 VISTA COMMON
SHARES AND EXERCISE OF STOCK OPTION. On March 4, 1996, the Company and Pharma
Patch executed an Agreement (the "Exchange Agreement") that was closed on
March 31, 1996. Under the Exchange Agreement, the Company delivered to Pharma
Patch 2,060,000 newly issued shares of Vista common stock at a stated value of
$5,150,000, or $2.50 per Vista share, plus 500,000 Vista Class C common stock
purchase warrants ("Class C Warrants"). In exchange, Vista received from
Pharma Patch: (i) an interest-free note due in six months from Pharma Patch in
the principal amount of $750,000, which was fully paid by Pharma Patch on May
3, 1996; and (ii) 200,000 restricted shares of Technical Chemicals and
Products, Inc. ("TCPI") common stock to be transferred from Pharma Patch to
the Company at a value of $2,662,500, or $13.31 per TCPI share. At March 31,
1996, shares of TCPI acquired by the Company were restricted as to resale
under federal securities laws and were valued for financial statement purposes
at a 25% discount from the public market price.
The 500,000 Class C Warrants issued to Pharma Patch under the
Exchange Agreement each represent the right to purchase one (1) share of the
Company's common stock during the month of February 1997 and/or the month of
February 1998, and expire thereafter to the extent not exercised. In each
instance, the exercise price per share will be determined by the average of
the quoted closing prices for the Company's common stock in the
over-the-counter market during the month of January immediately preceding the
date Class C Warrants or any portion thereof are exercised, except that the
Class C Warrant exercise price per share in any event will not exceed $10.00
per share. The exercise price and number of shares issuable on exercise of
Class C Warrants are subject to adjustment in certain events to prevent
dilution in the event of any subsequent stock split, stock dividend,
reclassification or recapitalization affecting the outstanding common stock as
a class.
-40-
<PAGE>
As additional consideration for these transactions, the Exchange
Agreement granted Pharma Patch an option exercisable at any time on or before
September 30, 1996 (subsequently extended by the parties to October 15, 1996)
to purchase up to an additional 250,000 newly issued shares of the Company's
common stock at an option exercise price of $2.50 per share in cash (the "Six
Month Option"). On July 18, 1996, Pharma Patch exercised 200,000 shares
subject to the Six Month Option at an exercise price of $500,000 paid to the
Company in cash and on October 15, 1996, Pharma Patch exercised the remaining
50,000 shares subject to the Six Month Option by crediting Vista with $125,000
due Pharma Patch for reimbursement of allocated salaries, travel expenses and
cash advances due from the Company.
EXCHANGE OF 900,000 VISTA COMMON SHARES BY CERTAIN STOCKHOLDERS. At the
time Vista negotiated and concluded its agreements with Pharma Patch, Vista
was advised that three Vista stockholders, including Therapeutic Patch
Research N.V. ("TPR"), Saliva Research Limited ("SRL") and Westcliff Partners
Inc. ("WPI"), exchanged a total of 900,000 shares of Vista's outstanding
common stock for newly issued securities of Pharma Patch in a
privately-negotiated transaction. Those securities had been acquired by TPR,
SRL and WPI in December 1995 as a result of prior transactions financing the
operations of Vista through December 1995. The Company has been advised that
TPR, SRL and WPI are clients of Jac. J. Lam, a former director and chief
executive officer of the Company (see "Purchase of Certain Assets from
Refractive Services-800, Inc.", "Offshore Sales of Common Stock Under
Regulation S" and "98,000 Shares Issued Pursuant to an Exchange Agreement"
below).
CHANGE IN CONTROL. As a result of the agreements described above,
Atlantic Central acquired a controlling interest in Vista during March 1996.
At March 31, 1996, Vista had 5,256,105 common shares outstanding, including
the 2,260,000 Vista shares issued to Atlantic Central under the Stock Purchase
Agreement and the Exchange Agreement, but excluding common stock reserved for
outstanding stock options, warrants, conversion or exchange of debt
obligations or reserved for investments in certain Regional Joint Ventures.
Atlantic Central's total ownership of 3,160,000 Vista common shares
represented approximately 60.1% of the total Vista common stock outstanding at
March 31, 1996. Vista and Atlantic Central both recognized in March 1996 that
Pharma Patch's percentage ownership of the Company may fluctuate in the future
as a result of continuing changes in Vista's capitalization, the right of
Atlantic Central to exercise its Six Month Option for 250,000 Vista common
shares and/or 500,000 Class C Warrants exercisable in February 1997 and
February 1998, described above, or as a result of a future decision by
Atlantic Central to sell or otherwise dispose of all or a portion of its
investment in Vista.
REGISTRATION RIGHTS AGREEMENT. Vista entered into a registration rights
agreement with Atlantic Central upon closing the Exchange Agreement. Subject
to certain limitations, this agreement grants Atlantic Central two
"piggy-back" registration rights in the event Vista files registration
statements covering offerings of its securities under the Securities Act of
1933. In addition, Atlantic Central will have the right on three occasions
after March 31, 1997 and until July 31, 2006 to demand that all or a portion
of the Company's common stock held by Atlantic Central and issuable upon
exercise of Class C Warrants and the Six Month Option be registered under the
Securities Act of 1933. Any such registrations of Vista common stock for the
account of Atlantic Central will be at Vista's expense.
SECURED LOANS FROM ATLANTIC CENTRAL
In August 1996, the Company borrowed $800,000 from Atlantic Central in
exchange for an 8% secured promissory note (the "8% Secured Note"). Principal
and interest on the 8% Secured Note were payable on December 31, 1996, or
earlier in the event the Company elected to sell any portion of its interest
in 200,000 shares of Technical Chemicals and Products, Inc. common stock (the
"TCPI Shares") registered for resale under the federal securities laws. The
TCPI Shares were pledged as collateral by the Company to secure its
obligations under the 8% Secured Note. The Company sold all of its TCPI
-41-
<PAGE>
Shares in late November 1996 and December 1996 and fully discharged the 8%
Secured Note to Atlantic Central in December 1996 from a portion of the net
proceeds of sale.
In addition to the $800,000 loan described above, Atlantic Central has
advanced approximately $1,100,000 to or for the account of Vista during the
period from March 1996 through September 1997 for payment of Vista's salaries
and office expenses and to discharge certain accrued liabilities of Vista and
its affiliates. In order to induce additional advances from Atlantic Central
necessary to sustain the Company's operations, the Company's Board of
Directors on March 6, 1997 authorized the grant of a security interest in all
shares of Vista-Italy and Vista-Sweden owned by the Company to secure all past
and future advances by Atlantic Central to or for the account of Vista.
OTHER TRANSACTIONS INVOLVING ATLANTIC CENTRAL
On December 5, 1996, the Company agreed to reimburse Atlantic Central
for advances in the amount of $265,308 made for the Company's account to VLC-
Northeast. The advances made by Atlantic Central to VLC-Northeast for the
Company's account represented a portion of advances and loans sold by the
Company to Cherry Development Corporation for the sum of $1.00 as part of a
settlement agreement among the Company, Atlantic Central, VLC-Northeast and
certain members of VLC-Northeast operating management and their affiliates
discussed under the caption "Suspension of North American Expansion Program
and Other Recent Transactions -- Investment in Vista Laser Centers of the
Northeast" in Item 1 of this Report.
As of October 1, 1996, the Company agreed to purchase a $100,000 Vista-
Southwest note and 10,000 Vista-Southwest Class B warrants from Atlantic
Central in exchange for a $100,000 note payable by the Company. The Company
concurrently agreed with Vista-Southwest to exchange the $100,000 Vista-
Southwest note for 100,000 shares of Vista-Southwest common stock effective
October 1, 1996.
PURCHASE OF CERTAIN ASSETS FROM REFRACTIVE SERVICES-800, INC.
From July 1995 through June 1996, a foreign corporate investor named
Refractive Services-800, Inc. invested $520,000 in cash in five Regional Joint
Ventures sponsored by the Company. In exchange for that investment, and in
view of the high risks associated with making the initial investment in
start-up enterprises that had yet to negotiate any agreements for proposed
business operations, Refractive Services-800, Inc. received shares of a 10%
Series A convertible preferred issue of the five Regional Joint Ventures with
a liquidation preference equal to five times its cash investment (six times
its cash investment in the case of VLC-Northeast). The Company has been
advised that Refractive Services-800, Inc. is a Panama corporation owned and
controlled by Marcel Jouby, a Dutch citizen, Kerry Lynne O'Rourke, a South
African citizen residing in The Netherlands, and Sukumal Chintagavongse, a
Thailand citizen.
The Company has been advised that a former director and chief executive
officer of the Company, Mr. Jac. J. Lam, renders financial advisory services
to Refractive Services-800, Inc. Certain other clients of Mr. Lam and an
entity owned by Mr. Lam, Quintillion B.V., have previously invested in debt
and equity securities of the Company and its parent corporation, Atlantic
Central. See "Transactions With Atlantic Central and Its Predecessor --
Exchange of 900,000 Vista Common Shares by Certain Stockholders", "Offshore
Sales of Common Stock Under Regulation S" and "98,000 Shares Issued Pursuant
to an Exchange Agreement" elsewhere in this Item 12.
Vista negotiated an agreement on July 18, 1996 to acquire all Series A
Preferred shares in five Regional Joint Ventures originally purchased by
Refractive Services-800, Inc. for $520,000. In exchange, Vista issued to
Refractive Services-800, Inc. a total of 520,000 shares of Vista common stock.
The Company also purchased for $50,000 in cash all of the capital stock in
Refractive Services 800 Corp., a Nevada corporation ("RS-800") organized by
Refractive Services-800, Inc. in 1995 to acquire rights to certain 800 and 900
-42-
<PAGE>
telephone numbers for telemarketing purposes at the election of Regional Joint
Ventures. RS-800 currently conducts no business activities.
OFFSHORE SALES OF COMMON STOCK UNDER REGULATION S
On March 29, 1996, Vista received $212,500 in proceeds from the sale of
100,000 shares of the Company's common stock at $2.125 per share under a
Regulation S offshore private placement transaction with one foreign investor,
Corundum B.V. The quoted closing market price for the Company's common stock
on March 29, 1996 was $2.625 per share. No fees or commissions to third
parties were paid in connection with this offering.
On June 13, 1996, Vista received $212,500 in proceeds from the sale of
100,000 shares of the Company's common stock at $2.125 per share under a
separate Regulation S offshore private placement transaction with two foreign
investors, Solar Ventures Limited as to 50,000 shares and Armilla Holdings
Limited as to 50,000 shares. The quoted closing market price for the
Company's common stock on June 13, 1996 was $3.25 per share. No fees or
commissions to third parties were paid in connection with this offering.
On August 14, 1996, the Company received $212,500 in proceeds from the
sale of 100,000 shares of the Company's common stock at $2.125 per share under
a Regulation S offshore private placement transaction with one foreign
investor, Paget Trading Ltd. The quoted closing market price for the
Company's common stock on August 9, 1996, the date of the agreement, was
$2.875 per share. No fees or commissions to third parties were paid in
connection with this offering.
The Company has been advised that Corundum, B.V., Solar Ventures
Limited, Armilla Holdings Limited and Paget Trading Ltd. are clients of Jac.
J. Lam, a former director and chief executive officer of the Company (see
"Transactions With Atlantic Central and Its Predecessor -- Exchange of 900,000
Vista Common Shares by Certain Stockholders", "Purchase of Certain Assets from
Refractive Services-800, Inc. " and "98,000 Shares Issued Pursuant to an
Exchange Agreement" elsewhere in this Item 12).
98,000 SHARES ISSUED PURSUANT TO AN EXCHANGE AGREEMENT
In order to induce a stockholder (Quintillion B.V.) to advance $100,000
under a deed of debenture to MICRA Instruments Limited, a wholly owned
subsidiary of Medical Development Research, Inc. ("MDRI"), the Company entered
into an exchange agreement on June 28, 1995 with Quintillion. Quintillion is
an affiliate of a former director and chief executive officer of the Company,
Jac. J. Lam, who was serving in those capacities at the time of the
transaction. (See also "Transactions With Atlantic Central and Its
Predecessor -- Exchange of 900,000 Vista Common Shares by Certain
Stockholders", "Purchase of Certain Assets from Refractive Services-800, Inc."
and "Offshore Sales of Common Stock Under Regulation S" elsewhere in this Item
12). At the time of the transaction, the Company was obligated to advance
funds for working capital requirements of MDRI and its subsidiaries under a
reorganization agreement with MDRI and certain management stockholders of
MDRI. The reorganization agreement was subsequently terminated and abandoned
by the Company in July 1995.
The exchange agreement provided Quintillion with the option of
exchanging the unpaid principal and interest of the MICRA debenture for fully
paid and nonassessable shares of the Company's common stock issuable under
Regulation S adopted under the Securities Act of 1933 at a conversion price of
$1.25 per share at any time prior to repayment of the debenture by MICRA. As
of December 28, 1996, the stockholder exercised this option for $122,500
(total principal plus accrued interest on the debenture as of December 31,
1996) and the Company issued 98,000 shares of its common stock in exchange for
rights to an assignment to the Company of the MICRA debenture. As of March
31, 1997, the sum of $34,583 had been collected under the MICRA debenture and
was applied to reduce a $50,000 liability of the Company to an affiliate of
Quintillion, B.V. The Company's investment of $91,867 in the MICRA debenture
was written-off as doubtful of collection as of March 31, 1997.
-43-
<PAGE>
TRANSACTIONS WITH FORMER OFFICER AND DIRECTORS
Reference is made to the caption "Suspension of North American Expansion
Program and Other Recent Transactions -- Investment in Vista Laser Centers of
the Northwest, Inc." in Item 1 of this Report as to certain transactions
during the fiscal year ended March 31, 1997 between the Company and a
corporate affiliate of Dr. Donald G. Johnson, a former officer and director of
Vista.
Reference is made to the caption "Transactions Relating to Vista-
Southwest and Affiliates -- Other Vista-Southwest Transactions with
Affiliates" in Item 1 of this Report as to certain transactions during the
fiscal year ended March 31, 1997 between the Company and a Dr. J. Charles
Casebeer, a former officer and director of Vista.
Reference is made to "Litigation with Former Executive Officers" in Item
2 of this Report as to certain transactions during the fiscal year ended March
31, 1997 between the Company and Thomas A. Schultz, a former officer and
director of the Company, and Allen J. Simon, a former officer.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following exhibits are filed with this Report or
incorporated by reference to prior filings.
# Denotes exhibits filed with this Report.
(M) Denotes management contract or compensation plan or arrangement.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -------------------------------------------------------
<S> <C> <C>
2.1 Stock Purchase Agreement and Regulation S Private Placement
Agreement dated March 31, 1994 among the Registrant, Laser
Technologies (Jersey) Limited and Storford Limited as to the
Registrant's purchase of the capital stock of Vista Vision
International Ltd. [incorporated by reference to Exhibit 10.8 filed
with Registrant's Annual Report on Form 10-KSB for the Fiscal Year
ended December 31, 1993].
2.1.2 Shareholders Agreement dated June 1993 between Vista Vision
International Limited and Optika Holdings Limited as to Precision
Laser Eye Centres Limited joint venture [incorporated by reference
to Exhibit 10.9 filed with Registrant's Annual Report on Form 10-KSB
for the Fiscal Year ended December 31, 1993].
2.2.1 Revised Stock Purchase Agreement dated March 9, 1994 among
Registrant, Global Funding Holding Ltd., Penguin Investments
Limited, Murren Investments Limited and Intesar SpA as to the
Registrant's purchase of 231,995 shares of Vista Vision SpA and
81,456 Class A warrants of Vista Vision Spa for the sum of one
billion Italian Lira [incorporated by reference to Exhibit 10.10
filed with Registrant's Annual Report on Form 10-KSB for the Fiscal
Year ended December 31, 1993].
2.2.2 Form of Exchange Agreement and Regulation S Private Placement
Agreement between Registrant and foreign sellers of shares in Vista
Vision SpA [incorporated by reference to Exhibit 10.11 filed with
Registrant's Annual Report on Form 10-KSB for the Fiscal Year ended
December 31, 1993].
2.2.3 Form of Exchange Agreement and Regulation D Private Placement
Agreement between Registrant and United States sellers of shares in
Vista Vision SpA [incorporated by reference to Exhibit 10.12 filed
with Registrant's Annual Report on Form 10-KSB for the Fiscal Year
ended December 31, 1993].
-44-
<PAGE>
3.1.1 Articles of Incorporation of Registrant filed with the Secretary of
State of Nevada on June 15, 1992 [incorporated by reference to
Exhibit 3.1 filed with Registrant's Registration Statement on Form
SB-2, Commission File No. 33-51194-NY].
3.1.2 Certificate of Amendment to Articles of Incorporation of Registrant,
filed with the Secretary of State of Nevada on February 23, 1994
[incorporated by reference to Exhibit 3.1.2 filed with Registrant's
Current Report on Form 8-K dated as of February 15, 1994].
3.1.3 Certificate of Amendment to Articles of Incorporation of Registrant,
filed with the Secretary of State of Nevada on September 12, 1995
[incorporated by reference to Exhibit 3.1.3 filed with Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31,
1995].
3.2 Bylaws of the Registrant, as amended and restated on February 3,
1994 [incorporated by reference to Exhibit 3.2 filed with
Registrant's Current Report on Form 8-K dated as of February 15,
1994].
4.1 Specimen of Registrant's Common Stock certificate [incorporated by
reference to Exhibit 4.1 filed with Registrant's Annual Report on
Form 10-KSB for the Fiscal Year ended December 31, 1993].
(M) 10.1.1 Registrant's 1994 Stock Option Plan [incorporated by reference to
Exhibit 10.1.1 filed with Registrant's Current Report on Form 8-K
dated as of February 15, 1994].
# (M) 10.1.2 Form of Stock Option Agreement under 1994 Stock Option Plan dated
March 27, 1997 granted by Registrant to corporate designee of Murray
D. Watson covering 150,000 shares of common stock.
# (M) 10.1.3 Form of Stock Option Agreement under 1994 Stock Option Plan dated
March 27, 1997 granted by Registrant to Kenneth G. Howling covering
100,000 shares of common stock.
(M) 10.2.1 Registrant's Restricted Stock Option Plan [incorporated by reference
to Exhibit 10.2.1 filed with Registrant's Current Report on Form 8-K
dated as of February 15, 1994].
(M) 10.2.2 Stock option agreement under Restricted Stock Option Plan dated
February 3, 1994 granted by Registrant to corporate designee of
Murray D. Watson covering 4,000 shares after giving effect to
1-for-5 reverse stock split [incorporated by reference to Exhibit
10.2.4 filed with Registrant's Current Report on Form 8-K dated as
of February 15, 1994].
(M) 10.3.1 Indemnification Agreement dated February 1, 1994 between Registrant
and Murray D. Watson [incorporated by reference to Exhibit 10.6
filed with Registrant's Current Report on Form 8-K dated as of
February 15, 1994].
(M) 10.3.2 Indemnification Agreement dated February 16, 1996 between Registrant
and Kenneth G. Howling [incorporated by reference to Exhibit 10.3.5
filed with Registrant's Annual Report on Form 10-KSB for the Year
ended March 31, 1996].
10.4 Form of Redeemable Class A Common Stock Purchase Warrants
exercisable at $15.00 per share, after giving effect to 1-for-5
reverse stock split, and expiring on December 31, 1998 [incorporated
by reference to Exhibit 10.3 filed with Registrant's Current Report
on Form 8-K dated as of February 15, 1994].
10.5 Form of Regulation S Private Placement Subscription Agreement
between Registrant and various foreign investors subscribing to the
purchase of units of Registrant's common stock and redeemable Class
A common stock purchase warrants, without lock-up agreement
[incorporated by reference to Exhibit 10.18 filed with Registrant's
Annual Report on Form 10-KSB for the Fiscal Year ended December 31,
1993].
-45-
<PAGE>
10.6 Form of Regulation S Private Placement Subscription Agreement
between Registrant and various foreign investors subscribing to the
purchase of units of Registrant's common stock and redeemable Class
A common stock purchase warrants, with lock-up agreement
[incorporated by reference to Exhibit 10.19 filed with Registrant's
Annual Report on Form 10-KSB for the Fiscal Year ended December 31,
1993].
10.7 Form of Subscription Agreement and Investment Letter between
Registrant and various United States investors subscribing to the
purchase of units of Registrant's common stock and redeemable Class
A common stock purchase warrants [incorporated by reference to
Exhibit 10.20 filed with Registrant's Annual Report on Form 10-KSB
for the Fiscal Year ended December 31, 1993].
10.8 Form of Regulation S Offshore Transaction Subscription Agreement
between Registrant and various foreign investors subscribing to the
purchase of units of Registrant's common stock and redeemable Class
A common stock purchase warrants [incorporated by reference to
Exhibit 10.8 filed with Registrant's Annual Report on Form 10-KSB
for the Fiscal Year ended March 31, 1995].
10.9 Form of Regulation D Private Placement Subscription Agreement
between Registrant and various U.S. investors subscribing to the
purchase of units of Registrant's common stock and redeemable Class
A common stock purchase warrants [incorporated by reference to
Exhibit 10.9 filed with Registrant's Annual Report on Form 10-KSB
for the Fiscal Year ended March 31, 1995].
10.10 Agreement dated June 1, 1994 between Vista Vision Scandinavia AB and
Semera AB as to the Registrant's purchase of certain assets of a PRK
surgical center in Stockholm, Sweden [incorporated by reference to
Exhibit 10.37 filed with Registrant's Annual Report on Form 10-KSB
for the transition fiscal period ended March 31, 1994].
10.11.1 Put Option Agreement dated June 13, 1994 between the Registrant and
Drago Cerchiari as to 35,000 Class A Warrants [incorporated by
reference to Exhibit 10.14.1 filed with Registrant's Annual Report
on Form 10-KSB for the Fiscal Year ended March 31, 1995].
10.11.2 Amendment dated March 31, 1995 to Put Option Agreement dated June
13, 1994 between the Registrant and Drago Cerchiari [incorporated
by reference to Exhibit 10.14.2 filed with Registrant's Annual
Report on Form 10-KSB for the Fiscal Year ended March 31, 1995].
10.12 Form of Registrant's Redeemable Class B Common Stock Purchase
Warrants exercisable at $10.00 per share, after giving effect to
1-for-5 reverse stock split, and expiring on October 11, 1999
[incorporated by reference to Exhibit 10.41 filed with Registrant's
Amendment No. 1 to Report on Form 10-QSB for the Quarter ended June
30, 1994].
10.13 Exchange Agreement dated June 28, 1995 between the Registrant and
Quintillion B.V. as to right of exchanging $100,000 debentures
issued by Micra Instruments Limited into Registrant's common stock
at $0.25 per share, or $1.25 per share after giving effect to
1-for-5 reverse stock split [incorporated by reference to Exhibit
3.1.3 filed with Registrant's Annual Report on Form 10-KSB for the
Fiscal Year ended March 31, 1995].
10.14 Agreement dated as of July 5, 1995 between Registrant and G. Lennart
Perlhagen for issuance of common stock in payment of reimbursable
expenses [incorporated by reference to Exhibit 10.20 filed with
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995].
10.15.1 Termination Agreement dated as of June 7, 1995 between Registrant
and Drago A. Cerchiari [incorporated by reference to Exhibit
10.21.1 filed with Registrant's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1995].
10.15.2 Exercise of put option dated February 1, 1996 as to 4,000 shares of
Registrant's common stock, after giving effect to 1-for-5 reverse
stock split, for $20,260 by Drago A. Cerchiari under Termination
Agreement dated as of June 7, 1995 between Registrant and Drago A.
Cerchiari [incorporated by reference to Exhibit 10.21.2 filed with
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995].
-46-
<PAGE>
10.16.1 Form of Regulation S Offshore Transaction Subscription Agreement
between Registrant and G. Lennart Perlhagen for sale of $177,777 in
principal amount of 12% Convertible Promissory Notes due June 15,
1998 [incorporated by reference to Exhibit 10.22.1 filed with
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995].
10.16.2 Form of Regulation S Offshore Transaction Subscription Agreement
between Registrant and Quintillion B.V. for sale of $100,000 in
principal amount of 12% Convertible Promissory Notes due June 15,
1998 [incorporated by reference to Exhibit 10.22.2 filed with
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995].
10.16.3 Form of $177,777 in principal amount of 12% Convertible Promissory
Notes due June 15, 1998 issued by Registrant to G. Lennart Perlhagen
dated June 1, 1995 [incorporated by reference to Exhibit 10.22.3
filed with Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1995].
10.16.4 Form of $100,000 in principal amount of 12% Convertible Promissory
Notes due June 15, 1998 issued by Registrant to Quintillion B.V.
dated June 15, 1995 [incorporated by reference to Exhibit 10.22.4
filed with Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1995].
10.16.5 Form of Royalty Agreement dated as of June 15, 1995 by Vista Vision
Scandinavia in favor of G. Lennart Perlhagen and Quintillion B.V.
[incorporated by reference to Exhibit 10.22.5 filed with
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995].
(M) 10.17 Employment Agreement dated as of January 31, 1996 between the
Registrant and Thomas A. Schultz [incorporated by reference to
Exhibit 25 filed with Registrant's Quarterly Report on Form 10-QSB
for the Period ended December 31, 1995].
(M) 10.18 Employment Agreement dated November 1, 1996 between the Registrant
and Allen J. Simon (incorporated by reference to Exhibit 10.41
filed with Registrant's Report on Form 10-QSB for the Period Ended
December 31, 1996).
10.19 Stock Purchase Agreement dated March 1, 1996 between the Registrant
and Pharma Patch Plc as to the sale of 200,000 shares of Vista
common stock for $500,000 [incorporated by reference to Exhibit
10.26 filed with Registrant's Current Report on Form 8-K dated as of
March 1, 1996].
10.20.1 Agreement dated as of March 1, 1996 between the Registrant and
Pharma Patch Plc. as to sale of 2,060,000 shares of Vista common
stock for $5,150,000 [incorporated by reference to Exhibit 10.27
filed with Registrant's Current Report on Form 8-K dated as of March
1, 1996].
10.20.2 Form of $750,000 Promissory Note issued by Pharma Patch Plc to the
Registrant [incorporated by reference to Exhibit 10.28 filed with
Registrant's Current Report on Form 8-K dated as of March 1, 1996].
10.21 Form of Registration Rights Agreement between the Registrant and
Pharma Patch Plc [incorporated by reference to Exhibit 10.30 filed
with Registrant's Current Report on Form 8-K dated as of March 1,
1996].
10.22 Form of the Registrant's Class C common stock purchase warrants
expiring February 28, 1998 [incorporated by reference to Exhibit
10.29 filed with Registrant's Current Report on Form 8-K dated as of
March 1, 1996].
10.23 Regulation S Offshore Transaction Subscription Agreement dated March
30, 1996 between the Registrant and Corundum B.V. as to the sale of
100,000 shares of common stock for $212,500 [incorporated by
reference to Exhibit 10.30 filed with Registrant's Annual Report on
Form 10-KSB for the Year ended March 31, 1996].
-47-
<PAGE>
10.24 Los Altos Financial Center Lease Agreement dated June 28, 1996
between Los Altos Financial Center as lessor and Registrant as
lessee covering office premises in Los Altos, California
[incorporated by reference to Exhibit 10.32 filed with Registrant's
Annual Report on Form 10-KSB for the Year ended March 31, 1996].
10.25 Registrant's 1996 Stock Compensation Plan [incorporated by reference
to Exhibit 10.33 filed with Registrant's Annual Report on Form
10-KSB for the Year ended March 31, 1996].
10.26 Exchange Agreement and Regulation S Offshore Transaction dated July
18, 1996 between Registrant and Refractive Services-800 Inc.
[incorporated by reference to Exhibit 10.34 filed with Registrant's
Annual Report on Form 10-KSB for the Year ended March 31, 1996].
10.27 Regulation S Offshore Transaction Subscription Agreement dated June
7, 1996 between the Registrant and Armilla Holdings Limited as to
the sale of 50,000 shares of common stock for $106,250
(incorporated by reference to Exhibit 10.35 filed with Registrant's
Report on Form 10-QSB for the Period Ended June 30, 1996).
10.28 Regulation S Offshore Transaction Subscription Agreement dated June
7, 1996 between the Registrant and Solar Ventures Ltd. as to the
sale of 50,000 shares of common stock for $106,250 (incorporated
by reference to Exhibit 10.36 filed with Registrant's Report on Form
10-QSB for the Period Ended June 30, 1996).
10.29 Regulation S Offshore Transaction Subscription Agreement dated
August 9, 1996 between the Registrant and Paget Trading Ltd. as to
the sale of 100,000 shares of common stock for $212,500
(incorporated by reference to Exhibit 10.38 filed with Registrant's
Report on Form 10-QSB for the Period Ended June 30, 1996).
10.30 8% Secured Promissory Note for $800,000 dated August 26, 1996 issued
by the Registrant to Pharma Patch PLC (incorporated by reference to
Exhibit 10.39 filed with Registrant's Report on Form 10-QSB for the
Period Ended June 30, 1996).
10.31 Pledge Agreement dated August 26, 1996 between the Registrant and
Pharma Patch PLC as to collateral security interest in 200,000
shares of Technical Chemicals and Products, Inc. common stock
securing Registrant's $800,000 secured promissory note
(incorporated by reference to Exhibit 10.40 filed with Registrant's
Report on Form 10-QSB for the Period Ended June 30, 1996).
10.32 Form of Nontransferable Class G Common Stock Purchase Warrants
exercisable at $2.625 per share and expiring on December 31, 2001
(incorporated by reference to Exhibit 10.42 filed with Registrant's
Report on Form 10-QSB for the Period Ended December 31, 1996).
10.33.1 12% Promissory Note due June 30, 1997 (incorporated by reference to
Exhibit 10.43 filed with Registrant's Report on Form 10-QSB for the
Period Ended December 31, 1996).
10.33.2 Security Agreement dated November 11, 1996 between the Registrant
and the holder of Registrant's 12% Promissory Note due June 30, 1997
[incorporated by reference to Exhibit 10.43.2 filed with
Registrant's Report on Form 8-K dated as of March 6, 1997].
10.34 Form of Redeemable Class E Common Stock Purchase Warrants
exercisable at $2.625 per share and expiring on December 31, 2001
(incorporated by reference to Exhibit 10.44 filed with Registrant's
Report on Form 10-QSB for the Period Ended December 31, 1996).
10.35 Agreement dated January 6, 1997 among the Registrant, Pharma Patch
PLC, RS-800, INC., Vista Laser Centers of the Northeast, Inc., Dr.
Sheldon Herzig, Cherry Sharrer and Cherry Development Corporation
[incorporated by reference to Exhibit 10.45 filed with Registrant's
Report on Form 10-QSB for the Period Ended December 31, 1996].
# 10.36 Agreement to Terminate Consulting Services Agreement dated December
1996 between the Registrant and Vista Laser Centers of the Pacific,
Inc.
-48-
<PAGE>
# 10.37.1 Assignment of Office Lease dated January 31, 1996 among Evergreen
Corporate Center as landlord, Northern Arizona Eye Clinic as
assignor and Vista Laser Centers of the Southwest, Inc. as tenant-
assignee for premises in Scottsdale, Arizona.
# 10.37.2 Office Lease dated December 28, 1992 between Evergreen Corporate
Center as landlord and Northern Arizona Eye Clinic as tenant for
premises in Scottsdale, Arizona.
10.38 Resolution adopted by Registrant's Board of Directors on March 6,
1997 authorizing grant of security interest in capital stock of
European subsidiaries to secure advances from Atlantic Central
Enterprises Limited [incorporated by reference to Exhibit 10.46
filed with Registrant's Report on Form 8-K dated as of March 6,
1997].
# 10.39.1 Asset Purchase and Lease Assumption Agreement dated as of January
30, 1996 between Vista Laser Centers of the Southwest, Inc. and
Casebeer Eye Centers, Ltd.
# 10.39.2 Addendum to Purchase Option Agreement dated July 8, 1997 between the
Registrant and J. Charles Casebeer.
# 10.40 Exchange Agreement dated October 1, 1996 between Vista Laser Centers
of the Southwest, Inc. and the Registrant.
# (M) 10.41 Consulting Agreement dated as of July 1, 1997 between the Registrant
and Dr. J. Charles Casebeer.
# 10.42 Promissory Note dated July 1, 1997 in the principal amount of
$361,860 issued by Vista Laser Centers of the Southwest, Inc. to
Casebeer Eye Centers, Ltd.
16.1 Letter from KPMG Peat Marwick LLP responding to disclosures set
forth in Item 4 of Registrant's Report on Form 8-K dated as of May
28, 1997 [incorporated by reference to Exhibit 16 filed with
Registrant's Report on Form 8-K dated as of May 28, 1996].
16.2 Letter from A J. Robbins P.C. responding to disclosures set forth in
Item 4 of Registrant's Report on Form 8-K dated as of May 13, 1996
[incorporated by reference to Exhibit 16 filed with Registrant's
Report on Form 8-K dated as of May 13, 1996].
# 21 Subsidiaries of the Registrant.
# 23.1 Consent of KPMG Peat Marwick LLP.
# 27 Financial Data Schedule at March 31, 1997.
# 99.1 Cautionary Statement for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of
1995.
(b) REPORTS ON FORM 8-K.
(1) During the three months ended March 31, 1997, the Company
filed the following Current Reports on Form 8-K with the Securities and
Exchange Commission:
(A) The Company filed a Current Report on Form 8-K dated
as of January 8, 1997 announcing that the Company intended to raise additional
equity capital through a private placement of a new series of convertible
preferred stock.
(B) The Company filed a Current Report on Form 8-K dated
as of March 6, 1997 announcing various events, including:
As of March 14, 1997, the Company had been advised by its
placement agent that the proposed private placement financing referenced in
the Company's prior Report on Form 8-K dated as of January 8, 1997 had been
withdrawn.
-49-
<PAGE>
The Company's Board had reduced the level of the Company's
corporate expenses in order to reduce negative cash flows in its North
American operations and had terminated the employment of Thomas A. Schultz,
formerly President and Chief Executive Officer, and the employment of Allen J.
Simon, formerly Executive Vice President and Chief Operating Officer.
Each of Messrs. Schultz and Simon had notified the Company that
they intended to assert claims for severance pay obligations under their
previous employment agreements with the Company. (See also Item 3 of this
Report.)
Mr. Schultz voluntarily resigned as a director of the Company on
March 6, 1997 following the termination of his employment.
Murray D. Watson had been elected as acting President and Chief
Executive Officer of the Company to succeed Mr. Schultz.
The Board of Directors had authorized additional short-term
borrowings by the Company from Atlantic Central on terms to be negotiated.
Any such future advances requested by the Company will be at the exclusive
discretion of, and subject to approval by, the Atlantic Central board of
directors. In consideration of past and future advances to the Company by
Atlantic Central, the Board authorized the Company to pledge outstanding
shares of the Company's European operating subsidiaries to secure all past and
future indebtedness of the Company to Atlantic Central. The grant of that
security interest is junior to a security interest in 51% of the issued and
outstanding share capital of Vista Vision Scandinavia AB previously pledged to
secure $277,777 in principal amount of Company indebtedness due third parties
on 12% promissory notes due June 15, 1998, and may also be subordinate to a
security interest in all of the Company's assets granted to secure $300,000 of
the Company's 12% promissory notes due June 30, 1997 issued to a third party
for a bridge loan in December 1996. (See Item 12 of this Report, "Certain
Relationships and Related Transactions".)
(2) Subsequent to March 31, 1997, the Company filed additional Current
Reports on Form 8-K, as follows:
(A) The Company filed a Current Report on Form 8-K dated as of
May 28, 1997 and amended by Amendment No. 1 thereto dated June 24, 1997
announcing that the client-auditor relationship between the Company and KPMG
Peat Marwick LLP had been terminated and the appointment of Moore Stephens,
P.C. to act as the principal independent accountants for its fiscal year
ended March 31, 1997. (See Item 8 of this Report.) The amendment to this
filing also reported that the Company had changed its principal office to
15100 North 78th Way, Suite 101, Scottsdale, Arizona 85260, telephone number
(602) 483-3937.
(B) The Company filed a Current Report on Form 8-K dated as of
June 19, 1997 reporting that (i) Dr. Donald G. Johnson has resigned as
Chairman of the Board and a director of the Company on June 19, 1997, and (ii)
Dr. J. Charles Casebeer, an incumbent director of the Company, was elected
Chairman of the Board on June 24, 1997 to succeed Dr. Johnson. (Dr. Casebeer
subsequently resigned as Chairman of the Board and a director on September 23,
1997.)
-50-
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report F-2
Independent Auditors' Report F-3
Consolidated Financial Statements:
Consolidated Balance Sheet F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Stockholders' Equity F-6
Consolidated Statements of Cash Flows F-8
Notes to Consolidated Financial Statements F-9
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders of
Vista Technologies, Inc.
We have audited the accompanying consolidated balance sheet of Vista
Technologies, Inc. and its subsidiaries as of March 31, 1997, the related
consolidated statements of operations, stockholders' equity, and cash flows
for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Vista Technologies, Inc. and its subsidiaries as of March 31, 1997, and the
consolidated results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1(a) to the consolidated financial statements, the Company incurred a net
loss of approximately $7,000,000, a loss from operations of approximately
$5,100,000, working capital deficit of approximately $3,100,000 and utilized
approximately $2,300,000 in cash for operating activities for the year ended
March 31, 1997. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1(a). The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P. C.
Certified Public Accountants.
Cranford, New Jersey
July 3, 1997
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Vista Technologies Inc.:
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Vista Technologies Inc. and
subsidiaries for the year ended March 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and the
cash flows of Vista Technologies Inc. and subsidiaries for the year ended
March 31, 1996, in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
San Francisco, California
July 12, 1996
F-3
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
ASSETS
<TABLE>
<S> <C>
Current Assets:
Cash and cash equivalents ................................................... $ 558,086
Accounts receivable:
Trade - Net............................................................... 142.281
VAT ...................................................................... 18,479
Related Party............................................................. 125,000
Prepaid expenses and other .................................................. 147,099
------------
Total current assets ................................................ 990,945
Long-term receivable - related party........................................... 733,062
Long-term VAT receivables ..................................................... 178,890
Long term note receivable ..................................................... 260,838
Property and equipment, net .......................................... 2,088,687
Other assets .................................................................. 78,115
------------
Total assets ........................................................ $ 4,330,537
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable, trade ..................................................... $ 1,100,296
Accounts payable, related parties .......................................... 365,417
Accrued expenses ............................................................ 776,385
Current portion of notes payable ............................................ 500,000
Current portion of long-term debt ........................................... 370,373
Current portion of obligation under capital leases .......................... 274,510
Advances from related party ................................................ 722,753
------------
Total current liabilities ........................................... 4,109,734
------------
Notes payable, net of current portion ......................................... 277,777
Long-term debt, net of current portion ........................................ 766,665
Obligation under capital leases, net of current portion ....................... 1,059,769
------------
Total non-current liabilities ....................................... 2,104,211
------------
Minority interest ............................................................. 211,412
------------
Commitments and contingencies [7]
Total liabilities.................................................... 6,425,357
------------
Stockholders' deficiency:
Preferred stock, $.001 par value; 15,000,000 shares authorized; none issued . --
Common stock, $.005 par value; 15,000,000 shares authorized;
7,804,545 shares issued and 6,324,905 shares outstanding.................. 39,023
Additional paid-in capital................................................... 21,406,295
Accumulated deficit.......................................................... (22,142,284)
Foreign currency translation adjustments..................................... 159,431
Less: 1,479,640 treasury common shares, at cost ............................. (1,557,285)
------------
Total stockholders' deficiency ...................................... (2,094,820)
------------
Total liabilities and stockholders' deficiency ...................... $ 4,330,537
============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Revenues ......................................................... $ 3,485,667 $ 2,130,073
Costs and expenses:
General and administrative ..................................... 6,606,121 4,624,630
Depreciation and amortization .................................. 467,655 467,509
Foreign currency exchange loss ................................. 1,097 695
Realized loss (gains) on securities ............................ 1,132,438 148,005
Impairment of idle equipment ................................... -- 446,636
Provision for doubtful accounts ................................ 91,867 --
Interest ....................................................... 308,329 63,645
Interest to related party ...................................... 27,774 --
Loss on sale of equipment ...................................... (14,621) --
Loss on closure of UK clinic ................................... -- 135,097
Other .......................................................... (75,103) 49,405
----------- -----------
Total costs and expenses ............................... 8,545,557 5,935,622
----------- -----------
Loss from operations ................................... (5,059,890) (3,805,549)
Equity investees (loss) income ................................... (1,934,171) (11,202)
----------- -----------
Loss before income taxes and minority interest ......... (6,994,061) (3,816,751)
Income taxes ..................................................... -- --
----------- -----------
Loss before minority interest .......................... (6,994,061) (3,816,751)
Minority interest ................................................ 4,920 1,816
----------- -----------
Net loss ............................................... $(6,998,981) $(3,814,935)
=========== ===========
Net loss per common share ........................................ $ (1.05) $ (1.92)
=========== ===========
Weighted average number of common shares outstanding ............. 6,686,001 1,985,675
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN UNREALIZED
NUMBER AMOUNT CAPITAL LOSS
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, March 31, 1995 ....................... 1,408,709 $ 7,044 $11,774,285 $ --
Common stock, issued for services and cash
advances, net of repurchases ................ 1,046,640 5,233 1,910,044 --
Return of common shares from exercise
of put option ............................... -- -- -- --
Common stock issued to Atlantic Central ....... 2,260,000 11,300 3,901,200 --
Common stock issued to Vista Laser Centers of
Michigan, Inc. (VLC-Michigan) in exchange
for 200,000 shares of Series B preferred
stock of VLC-Michigan ...................... 200,000 1,000 216,600 --
Common stock issued to Vista Laser Centers of
the Southwest, Inc. (VLC-Southwest) in
exchange for 350,000 shares of Series B
preferred stock of VLC-Southwest ............ 250,000 1,250 270,500 --
Common stock issued for stock subscriptions
receivable .................................. 100,000 500 212,000 --
Common stock issued in exchange for Vista
Vision SpA stock ............................ 16,396 82 8,116 --
Unrealized loss on securities
available for sale .......................... -- -- -- (187,500)
Compensation expense for non employee
stock options ............................... -- -- 11,000 --
Foreign currency adjustment ................... -- -- -- --
Net loss ...................................... -- -- -- --
--------- -------- ----------- -----------
Balance, March 31, 1996 ....................... 5,281,745 $ 26,409 $18,303,745 (187,500)
Common stock issued for cash .................. 200,000 1,000 424,000 --
Common stock issued to Vista Laser Centers of
the Pacific, Inc. (VLC-Pacific) in exchange
for 500,000 shares of Series B preferred
stock of VLC-Pacific ........................ 500,000 2,500 485,350 --
Common stock issued to Vista Laser Centers of
the Northeast, Inc. (VLC-Northeast) in
exchange for 500,000 shares of Series B
preferred stock of VLC-Northeast ............ 450,000 2,250 443,250 --
Common stock issued to Vista Laser Centers of
the Northwest, Inc.(VLC-Northwest) in
exchange for 500,000 shares of Series B
preferred stock of VLC-Northwest ............ 500,000 2,500 492,000 --
Exercise of stock option by Atlantic Central .. 250,000 1,250 623,750 --
Adjustments for investment in VLC-Southwest ... -- -- (33,750) --
Common stock issued for purchase of equity in
VLC-Michigan, VLC-Pacific, VLC-Northeast,
VLC-Northwest and VLC-Southwest from
Refractive Services-800, Inc. ............... 520,000 2,600 512,200 --
Return of 250,000 Shares common stock exchanged
for debt forgiveness to VLC-Southwest ....... -- -- -- --
Exercise of option by Quintillion B.V. in
exchange for note from Micra Instruments .... 98,000 490 122,010 --
Return of shares exchanged with:
VLC-Pacific ..... 500,000 shares ....... -- -- -- --
VLC-Northwest ... 500,000 shares ....... -- -- -- --
VLC-Michigan .... 200,000 shares ....... -- -- -- --
Purchase of warrants by employee .............. -- -- 100 --
Compensation expense for issuance of stock
option to non-employee ..................... -- -- 30,064 --
Common stock issued in exchange for shares
of Vista Vision S.p.A. ..................... 800 4 1,596 --
Adjustment on disposal of securities
available for sale ......................... -- -- -- 187,500
Common stock issued due to option exercised ... 4,000 20 1,980 --
Rescission of stock option exercise ........... -- -- -- --
Foreign currency adjustments .................. -- -- -- --
Adjustment for European operating subsidiaries
to conform reporting periods ............... -- -- -- --
Net loss ...................................... -- -- -- --
--------- -------- ----------- -----------
Balance, March 31, 1997 ....................... 7,804,545 $ 39,023 $21,406,295 $ -0-
========= ======== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION> COMMON
FOREIGN TREASURY TOTAL
ACCUMULATED CURRENCY SHARES, STOCKHOLDERS'
DEFICIT ADJUSTMENTS AT COST DEFICIENCY
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balance, March 31, 1995 ...................... $(11,432,110) $ 232,365 $ -0- $ 581,584
Common stock, issued for services and cash
advances, net of repurchases ............... -- -- -- 1,915,277
Return of common shares from exercise
of put option .............................. -- -- (277,777) (277,777)
Common stock issued to Atlantic Central ...... -- -- -- 3,912,500
Common stock issued to Vista Laser Centers of
Michigan, Inc. (VLC-Michigan) in exchange
for 200,000 shares of Series B preferred
stock of VLC-Michigan ...................... -- -- -- 217,600
Common stock issued to Vista Laser Centers of
the Southwest, Inc. (VLC-Southwest) in
exchange for 350,000 shares of Series B
preferred stock of VLC-Southwest .......... -- -- -- 271,750
Common stock issued for stock subscriptions
receivable ................................. -- -- -- 212,500
Common stock issued in exchange for Vista
Vision SpA stock ........................... -- -- -- 8,198
Unrealized loss on securities
available for sale ......................... -- -- -- (187,500)
Compensation expense for non employee
stock options .............................. -- -- -- 11,000
Foreign currency adjustment .................. -- 143,210 143,210
Net loss ..................................... (3,814,935) -- -- (3,814,935)
------------ --------- ----------- ------------
Balance, March 31, 1996 ...................... $(15,247,045) $ 375,575 $ (277,777) $ 2,993,407
Common stock issued for cash ................. -- -- -- 425,000
Common stock issued to Vista Laser Centers of
the Pacific, Inc. (VLC-Pacific) in exchange
for 500,000 shares of Series B preferred
stock of VLC-Pacific ...................... -- -- -- 487,850
Common stock issued to Vista Laser Centers of
the Northeast, Inc. (VLC-Northeast) in
exchange for 500,000 shares of Series B
preferred stock of VLC-Northeast ........... -- -- -- 445,500
Common stock issued to Vista Laser Centers of
the Northwest, Inc. (VLC-Northwest) in
exchange for 500,000 shares of Series B
preferred stock of VLC-Northwest ........... -- -- -- 494,500
Exercise of stock option by Atlantic Central . -- -- -- 625,000
Adjustments for investment in VLC-Southwest .. -- -- -- (33,750)
Common stock issued for purchase of equity in
VLC-Michigan, VLC-Pacific, VLC-Northeast,
VLC-Northwest and VLC-Southwest from
Refractive Services-800, Inc. .............. -- -- -- 514,800
Return of 250,000 Shares common stock exchanged
for debt forgiveness to VLC-Southwest ...... -- -- (238,000) (238,000)
Exercise of option by Quintillion B.V. in
exchange for note from Micra Instruments ... -- -- -- 122,500
Return of shares exchanged with:
VLC-Pacific .... 500,000 shares ....... -- -- (316,408) (316,408)
VLC-Northwest .. 500,000 shares ....... -- -- (494,500) (494,500)
VLC-Michigan ... 200,000 shares ....... -- -- (228,600) (228,600)
Purchase of warrants by employee ............. -- -- -- 100
Compensation expense for issuance of stock
option to non-employee ..................... -- -- -- 30,064
Common stock issued in exchange for shares
of Vista Vision S.p.A. ..................... -- -- -- 1,600
Adjustment on disposal of securities
available for sale ......................... -- -- -- 187,500
Common stock issued due to option exercised .. -- -- -- 2,000
Rescission of stock option exercise .......... -- -- (2,000) (2,000)
Foreign currency adjustments ................. -- (216,144) -- (216,144)
Adjustment for European operating subsidiaries
to conform reporting periods ............... 103,742 -- -- 103,742
Net loss ..................................... (6,998,981) -- -- (6,998,981)
------------ ----------- ----------- ------------
Balance, March 31, 1997 ...................... $(22,142,284) $ 159,431 $(1,557,285) $ (2,094,820)
============ =========== =========== ============
See accompanying notes to consolidated financial statements.
F-7
<PAGE> VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
</TABLE>
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows used by operating activities:
Net loss .............................................................. $(6,998,981) $(3,814,935)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization ..................................... 467,655 467,509
Write off of impaired and abandoned assets, net ................... -- 453,467
Realized loss (gain) on securities ................................ 1,132,437 148,005
Minority interest ................................................. 4,920 (1,816)
Foreign currency translation on operating assets and liabilities .. -- 146,656
Equity investees loss (income), net ............................... 1,934,171 11,202
Stock issued for services ......................................... -- 1,637,500
Compensation related to stock options issued to non-employees ..... -- 11,000
Proceeds from sales of trading securities ......................... -- 417,652
Purchase of trading securities .................................... -- (162,531)
Changes in operating assets and liabilities, net of
foreign currency translation:
Accounts receivable:
Trade ....................................................... (97,845) 41,326
VAT ......................................................... 22,455 99,142
Related parties ............................................. 89,454 99,293
Prepaid expenses .............................................. 78,215 6,864
Other current assets .......................................... -- (179,250)
Other assets .................................................. 247,612 (16,793)
Bank overdraft protection ..................................... -- (86,913)
Accounts payable, trade ....................................... 490,607 73,484
Accounts payable, related parties ............................. (54,441) (99,516)
Net advances from related party ............................... 722,753 --
Accrued expenses .............................................. 29,986 309,909
Other liabilities ............................................. (382,924) 145,234
----------- -----------
Net cash used by operating activities............................ (2,313,926) (293,511)
----------- -----------
Cash flows used by investing activities:
Proceeds from sale of securities ...................................... 1,529,063 --
Issuances of note receivable .......................................... (260,838) --
Purchase of property and equipment..................................... (718,697) (302,121)
Net cash on acquisition of VLC-Southwest .............................. 34,925 --
Sale (purchase) of investment -- held to maturity...................... -- 11,875
Loss on investment -- held to maturity................................. -- 29,813
Advances to investee companies......................................... (802,430) (214,454)
----------- -----------
Net cash used by investing activities............................ (217,977) (474,887)
----------- -----------
Cash flows from financing activities:
Issuance of notes payable ............................................. 300,000 --
Repayment of capital lease obligation.................................. (338,936) (10,501)
Proceeds from long term debt .......................................... 604,964 --
Payment of long-term debt.............................................. -- (107,497)
Sale of common stock................................................... 425,000 500,000
Proceeds from stock Subscription....................................... 962,500 --
Issuance of notes payable.............................................. -- 302,777
Redeemed stock of subsidiary........................................... -- (277,777)
Exercise of Stock Options and Warrants................................. 625,100 --
----------- -----------
Net cash provided by financing activities........................ 2,578,628 407,002
----------- -----------
Foreign currency translation............................................. 1,097 --
----------- -----------
Effect of change in reporting periods of European subsidiaries .......... 221,952 --
----------- -----------
Net increase (decrease) in cash.......................................... 269,774 (361,396)
Cash and cash equivalents, beginning of period........................... 288,312 649,708
----------- -----------
Cash and cash equivalents, end of period ................................ $ 558,086 $ 288,312
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .......................................................... $ 264,329 $ 61,415
Income taxes ...................................................... -0- -0-
=========== ===========
</TABLE>
Supplemental disclosure of cash flow information:
See Notes 1 and 3 for supplemental non-cash Investing and Financing
Activities.
See accompanying notes to consolidated financial statements.
F-8
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS
Vista Technologies, Inc. (the Company), was organized under the laws of
the State of Nevada on June 15, 1992. Since inception, the Company has
devoted its efforts to raising capital, locating merger and acquisition
candidates and establishing excimer laser clinics throughout Europe and North
America to provide facilities and support services for photorefractive
keratectomy (PRK) and other laser surgical procedures.
(a) GOING CONCERN -- The accompanying consolidated financial
statements have been prepared in conformity with generally accepted accounting
principles, which contemplates continuation of the Company as a going concern
and realization of assets and settlement of liabilities and commitments in the
normal course of business. The Company has experienced significant net
losses, a loss from operations of approximately $5,100,000, has a working
capital deficit of approximately $3,100,000 and utilized approximately
$2,300,000 in cash for operating activities for the year ended March 31, 1997.
In addition, the Company has serious liquidity problems primarily due to
unsuccessful attempts to raise money both at the parent level and at the
subsidiary level and significant costs associated with the Company s failed
attempts to penetrate the North American vision correction market resulting in
losses from operations. The Company intends to achieve profitability and
satisfy its on going cash needs over the next twelve months. The Company's
plans to accomplish these goals are to significantly decrease expenses and
cash requirements, sell assets or incur additional borrowings, to propose a
debt compromise plan with the Company's creditors or to possibly convert the
debt to equity, increase its revenues at its existing vision correction
centers and raise additional capital.
The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern. The
continuation of the Company as a going concern is dependent upon the success
of these plans. There can be no assurance of the success of these plans.
(b) VISTA VISION SpA -- On March 31, 1994 the Company acquired 61.83%
of the common stock of Vista Vision, SpA (Vista-Italy) for cash of
approximately $625,000 and 262,760 shares of the Company's common stock.
As the result of a default judgment entered against the Company which
terminates and rescinds the provisions of an agreement between Vista-Italy and
a third party, the Company's ownership interest in Vista-Italy increased to
69.87% as of March 31, 1995. During fiscal year 1996, the Company's ownership
interest was increased to 73.57% and during fiscal year 1997, the Company's
ownership interest was increased to 74.73% as a result of stock exchange
agreements.
(c) VISTA VISION INTERNATIONAL LTD. -- On March 31, 1994 the Company
acquired all of the outstanding common stock of Vista Vision International
Ltd. (Vista-UK) from Laser Technologies (Jersey) Ltd. for $134,000 in cash and
50,000 shares of the Company's common stock. Effective June 1, 1995, the
Company abandoned its Vista-UK operations and wrote off its investment in
Vista-UK.
(d) CONVISTA VISION BV -- During April 1994, the Company acquired
100% of Pawnee Finance B.V., an inactive company in the Netherlands, since
renamed ConVista Vision B.V. (ConVista), to serve as a future vehicle for
financing and management of its international operations. The Company
acquired ConVista for approximately $20,986 and subsequently contributed
additional capital of $163,597 for a total investment of approximately
$184,583. The acquisition of ConVista was recorded using the purchase method
of accounting resulting in goodwill of $163,597 which was being amortized
using the straight-line method over ten years beginning May 1, 1994. At March
31, 1995, the Company's management determined that the goodwill was impaired.
As a result, the Company wrote off goodwill of $149,597 (Note 2). The Company
wrote-off the asset after it determined that the amortization of the asset's
balance over its remaining life could not be recovered through projected
future discounted cash flows.
F-9
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
During June 1994 ConVista acquired 100% of Vista Vision Scandinavia A.B.
(Vista-Sweden) for $6,494. On June 1, 1994 Vista-Sweden acquired the assets
of a PRK surgical center in Sweden for cash and a note payable totaling
$383,000.
Vista-Sweden's investment resulted in goodwill of $324,211 which was
being amortized over three years using the straight-line method. At March 31,
1995, the Company's management determined that goodwill was impaired. As a
result, the Company wrote off goodwill of $281,728 (Note 2).
(e) AGREEMENTS WITH ATLANTIC CENTRAL ENTERPRISES LIMITED (SUCCESSOR-
IN-INTEREST TO PHARMA PATCH PLC) -- In March 1996, the Company executed
agreements with Pharma Patch Plc, the predecessor-in-interest to Atlantic
Central Enterprises Limited (collectively, Atlantic Central) which resulted in
Atlantic Central acquiring a voting interest in the Company then representing
approximately 60%. At March 31, 1997, the voting interest of Atlantic Central
in the Company was approximately 54.1%.
Under these agreements, the Company issued to Atlantic Central: (a)
2,260,000 shares of new common stock; (b) 500,000 Class C common stock
purchase warrants; and, (c) an option to purchase an additional 250,000 shares
of new common stock for cash, on or before September 30, 1996, at an exercise
price of $2.50 per share. These options were exercised for net proceeds to
the Company of $625,000 in 1996. In return, the Company received (a) $500,000
in cash; (b) a $750,000 subscription note, which was subsequently paid in May,
1996; and, (c) 200,000 shares of Technical Chemicals and Products, Inc. (TCPI)
restricted stock previously held by Atlantic Central, valued at $2,662,550.
The value of the TCPI stock was based on the trading value of unrestricted
TCPI stock on the date of the closing of the transaction after making
appropriate adjustments for the restrictions placed on the TCPI stock received
by the Company.
In a separate transaction, Atlantic Central agreed to provide 4,500,000
newly issued Atlantic Central common shares to three Company shareholders in
exchange for a total of 900,000 shares of the Company's outstanding common
stock.
During 1997, Atlantic Central advanced a total of $983,902 in loans to
the Company for cash advances and expenses incurred for the Company of which
$722,753 remained outstanding at March 31, 1997.
(f) REGIONAL JOINT VENTURES -- The Company's business strategy during
fiscal 1997 was to expand in North America by organizing and sponsoring
independently financed regional enterprises (Regional Joint Ventures) in which
the Company would obtain a significant equity interest and long-term fee-based
consulting arrangements.
During the quarter ended December 31, 1996, the Company's negotiations
to acquire interests in additional laser vision center ["LVC"] operations,
based primarily in Canada, were abandoned, the Company sold all of its
interest in a Regional Joint Venture formed to service the Northern California
market, and the Company's equity ownership in a Regional Joint Venture formed
in March 1996 and based in Arizona was increased to 94%. Unsuccessful efforts
by the Company's former management to obtain additional private placement
equity financing necessary to finance the Company's Regional Joint Venture
expansion plans and to support general and administrative expenses in North
America were terminated during March 1997.
F-10
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
The Company's management intends to reactivate a strategic expansion
plan if a debt compromise plan with the Company's creditors is proposed and
accepted or convert the debt obligation to an equity position (subject to
shareholder approval) and if significant additional capital is obtained.
There can be no assurance that the Company will be successful in accomplishing
these objectives. Pending further developments, the Company has been advised
that its controlling stockholder, Atlantic Central, plans to pursue a
strategic plan of negotiating to acquire or develop Regional Joint Ventures in
the United States for laser vision correction facilities and services. The
Company has been advised that if Atlantic Central can successfully implement a
strategy of North American expansion in the field of laser vision correction,
the Company anticipates that Vista will be provided a right to acquire such
operations at Atlantic Central's cost if Vista completes a debt compromise
plan with its creditors and if significant additional capital is obtained.
Investments by the Company in Regional Joint Ventures are summarized as
follows:
INVESTMENT IN VISTA LASER CENTERS OF MICHIGAN, INC.
In November 1995, the Company issued 200,000 shares of its common
stock in exchange for 200,000 shares of 5% Series B convertible
preferred stock in Vista Laser Centers of Michigan, Inc. (VLC-Michigan),
a development stage enterprise. Effective July 18, 1996, the Company
also acquired 100,000 VLC-Michigan Series A preferred shares from a
third party in exchange for 100,000 shares of the Company's common stock
with an estimated value of approximately $0.99 a share at the date of
issuance. The Company subsequently elected to convert all 300,000
shares of VLC-Michigan preferred stock into 300,000 shares of VLC-
Michigan common stock. VLC-Michigan abandoned a proposed initial public
offering in late 1996. During December 1996, negotiations for VLC-
Michigan to acquire an existing laser vision correction services
business based in Windsor, Ontario, and to enter into related agreements
with affiliates of the physician who owns the Windsor business, were
terminated. VLC-Michigan refunded stock subscriptions previously
received from affiliates of that physician. The Company subsequently
agreed to accept 200,000 shares of its common stock owned by VLC-
Michigan for cancellation, which have been returned to the Company's
possession, in exchange for the cancellation of 200,000 shares of VLC-
Michigan common stock then owned by the Company. The Company also
agreed to assume responsibility for the refund of a $9,500 stock
subscription to VLC-Michigan paid by a director of the Company.
As a result of these transactions, the Company owned 100,000
shares of VLC-Michigan common stock, representing 100% of the VLC-
Michigan outstanding capital stock, as of March 31, 1997.
During the period from March 1996 through October 1996, there were
various advances made by the Company to VLC-Michigan for VLC-Michigan
initial public offering expenses plus approximately $510,800 of advances
to finance equipment deposits and operating expenses of the businesses
that VLC-Michigan proposed to acquire and develop. In November 1996,
the amount of $100,000 in such cash advances was refunded to the
Company. The Company is currently negotiating to obtain an accounting
and/or refund of $410,800 of such advances as part of a proposed release
and settlement of the obligations of the Company and VLC-Michigan, on
the one hand, and affiliates of the physician who owns the Windsor
business, on the other hand. As of March 31, 1997, $285,800 of the
advances have been written off and the VLC-Michigan cash balance of
$125,000 has been consolidated.
F-11
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
INVESTMENT IN VISTA LASER CENTERS OF THE SOUTHWEST, INC.
In March, 1996, the Company issued 250,000 shares of its common
stock in exchange for a subscription to 350,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of the Southwest,
Inc. (VLC-Southwest), a development stage enterprise. Effective July
18, 1996, the Company also acquired rights to 100,000 VLC-Southwest
Series A preferred shares from a third party in exchange for 100,000
shares of the Company's common stock with an estimated value of
approximately $0.99 a share at the date of issuance. The Company
subsequently elected to convert all of its rights to 450,000 shares of
VLC-Southwest preferred stock into 450,000 shares of VLC-Southwest
common stock and management affiliates of VLC-Southwest released the
right to vote such shares by proxy. VLC-Southwest abandoned a proposed
initial public offering in late 1996.
On October 1, 1996, the Company and VLC-Southwest agreed that the
Company's account receivable of $383,634 for advances to VLC-Southwest
would be extinguished in exchange for the surrender of 250,000 shares of
the Company's common stock then held by VLC-Southwest. This increased
the Company's investment in VLC-Southwest by $145,634. The agreement
further provides that additional advances by the Company to VLC-
Southwest after October 1, 1996 will be made in exchange for the
Company's investment in additional common stock of VLC-Southwest based
upon a share price value of $3.00 per share of VLC-Southwest common
stock. As of March 31, 1997, the Company had advanced an additional
$210,486 to VLC-Southwest as additional investment in VLC-Southwest
common stock under this agreement. The agreement will remain in effect
as to additional advances until the earlier of completion by VLC-
Southwest of a private placement offering of its securities to third
parties or termination of that offering no later than March 31, 1997. As
a result of the termination of the offering by VLC-Southwest, the
agreement terminated and advances made by the Company to VLC-Southwest
since October 1, 1996 will not be exchanged for additional shares of
VLC-Southwest at $3.00 per share.
As of October 1, 1996, the Company agreed to purchase a $100,000
VLC-Southwest note and 10,000 VLC-Southwest Class B warrants from
Atlantic Central in exchange for a $100,000 note payable by the Company.
The Company also agreed to surrender the $100,000 VLC-Southwest note for
cancellation in exchange for 100,000 shares of VLC-Southwest common
stock effective October 1, 1996.
Under an agreement between the Company and VLC-Southwest, VLC-
Southwest is entitled to use the Company's service mark for Vista laser
centers and provides VLC-Southwest with exclusive rights to establish
and operate laser vision correction service centers at locations within
Arizona, Utah, Colorado, El Paso County in Texas and the City of Las
Vegas, Nevada; the exclusive geographic rights of VLC-Southwest are
subject to the establishment and maintenance of eight centers in those
areas according to an agreed schedule in addition to an existing center
operated by VLC-Southwest in Scottsdale, Arizona. This agreement
terminated on June 30, 1997. VLC-Southwest is using the Company's
service mark with the Company's authorization and a revised agreement
providing VLC-Southwest with exclusive geographical rights has not been
executed.
As a result of these transactions, the Company owned 550,000
shares of VLC-Southwest common stock, representing 94% of the VLC-
Southwest outstanding capital stock as of March 31, 1997, before giving
effect to shares the Company may acquire as a result of additional
advances by the Company to VLC-Southwest after October 1, 1996.
F-12
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
INVESTMENT IN VISTA LASER CENTERS OF THE NORTHWEST, INC.
In May 1996, the Company issued 500,000 shares of its common stock
in exchange for 500,000 shares of 5% Series B convertible preferred
stock in Vista Laser Centers of the Northwest, Inc. (VLC-Northwest), a
development stage enterprise. Effective July 18, 1996, the Company also
acquired 100,000 VLC-Northwest Series A preferred shares from a third
party in exchange for 120,000 shares of the Company's common stock with
an estimated value of approximately $0.99 a share at the date of
issuance. The Company subsequently elected to convert its 100,000
shares of VLC-Northwest Series A preferred stock into 100,000 shares of
VLC-Northwest common stock.
During October 1996, VLC-Northwest and London Place Eye Centre,
Inc. (LPEC), an affiliate of Dr. Donald G. Johnson, terminated
negotiations that contemplated the possible future acquisition by VLC-
Northwest of an existing laser vision correction services business from
LPEC. Dr. Johnson is the former Chairman of the Board and a former
director of the Company. VLC-Northwest refunded Dr. Johnson's original
cash investment in VLC-Northwest due to the termination of these
negotiations. The Company caused 500,000 shares of its common stock
held by VLC-Northwest, to be surrendered in exchange for cancellation of
the Company's investment in 500,000 shares of VLC-Northwest Series B
convertible preferred stock.
In November 1996, the Company received repayment of $189,016 for
prior advances to VLC-Northwest (of which $11,011 is payable to VLC-
Northwest as credit for overpayment). During January 1997, the Company
paid $64,936 to LPEC, an affiliate of Dr. Donald G. Johnson, in
reimbursement of funds advanced by LPEC for the account of VLC-
Northwest.
As a result of these transactions, the Company owned 100,000
shares of VLC-Northwest common stock, representing 100% of the VLC-
Northwest outstanding capital stock as of March 31, 1997. As of March
31, 1997, $48,956 of the Company's advances to VLC-Northwest have been
written off and the VLC-Northwest cash balance of $16,900 has been
consolidated.
INVESTMENT IN VISTA LASER CENTERS OF THE PACIFIC, INC.
In May 1996, the Company issued 500,000 shares of its common stock
in exchange for 500,000 shares of 5% Series B convertible preferred
stock in Vista Laser Centers of the Pacific, Inc. (VLC-Pacific).
Effective July 18, 1996, the Company also acquired 100,000 VLC-Pacific
Series A preferred shares from a third party in exchange for 100,000
shares of the Company's common stock with an appraised value of
approximately $0.99 a share at the date of issuance. The Company
subsequently elected to convert all its 600,000 shares of VLC-Pacific
preferred stock into 600,000 shares of VLC-Pacific common stock.
To accommodate the request of VLC-Pacific in its efforts for a
proposed public offering of its securities, during December 1996 the
Company and VLC-Pacific mutually agreed: (i) to terminate a consulting
services agreement between the Company and VLC-Pacific; (ii) the Company
accepted 500,000 shares of its common stock owned by VLC-Pacific for
cancellation, which have been returned to the Company's possession, in
exchange for the cancellation of 500,000 shares of VLC-Pacific common
stock then owned by the Company; and (iii) the Company agreed to accept
a 9% promissory note issued by VLC-Pacific in the principal amount of
$100,000 for the repurchase of the remaining 100,000 shares of VLC-
Pacific common stock then owned by the Company. VLC-Pacific also agreed
F-13
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
to issue a 9% promissory note in the principal amount of $160,838 to
evidence its obligations for repayment of advances in that amount by the
Company to VLC-Pacific. Each of the VLC-Pacific promissory notes are
due on the earlier of December 31, 1998 or ten days after successful
completion of an initial public offering by VLC-Pacific.
As a result of these transactions, the Company did not own an
equity interest in VLC-Pacific capital stock as of March 31, 1997.
INVESTMENT IN VISTA LASER CENTERS OF THE NORTHEAST
In May 1996, the Company issued 450,000 shares of its common stock
in exchange for 500,000 shares of 5% Series B convertible preferred
stock in Vista Laser Centers Metro Inc., doing business as Vista Laser
Centers of the Northeast (VLC-Northeast), a development stage
enterprise. Effective July 18, 1996, the Company also acquired 100,000
VLC-Northeast Series A preferred shares from a third party in exchange
for 100,000 shares of the Company's common stock with an estimated value
of approximately $0.99 a share at the date of issuance.
In January 1997, the Company, Atlantic Central, VLC-Northeast and
certain members of VLC-Northeast operating management and their
affiliates entered into a settlement agreement to terminate all
relationships between the parties. The Company sold all of its equity
investment in VLC-Northeast for the sum of $1.00 and agreed to assign to
a nonrelated entity for the sum of $1.00 all prior advances and loans by
the Company to VLC-Northeast in the aggregate amount of $511,460. The
Company further agreed: (i) to pay $50,000 as a settlement of prior
obligations to VLC-Northeast; (ii) to pay VLC-Northeast an amount equal
to $75,000 plus $6,271 in interest accrued on certain promissory notes
previously issued by VLC-Northeast to Atlantic Central (and secured by a
pledge of certain shares of Company's common stock owned by VLC-
Northeast), against the receipt from Atlantic Central of releases in
favor of the Company and of all collateral security claims to shares of
the Company's common stock owned by VLC-Northeast; (iii) to advance
$50,000 to an escrow fund for use by VLC-Northeast under prescribed
conditions for expenses relating to its future capital-raising expenses,
which advances are to be repaid to the Company in the event VLC-
Northeast completes additional debt or equity financings in the
aggregate amount of at least $500,000; and (iv) to pay $275,000 (of
which $200,000 is to be deposited into an escrow account) from proceeds
of a private placement offering of at least $2 million by the Company.
VLC-Northeast has agreed to release its license to use the Company's
service marks, to change the name of VLC-Northeast and signage to
eliminate use of the "Vista" name by VLC-Northeast (subject to a non-
assignable license to VLC-Northeast for use of certain promotional and
marketing materials of the Company within the greater Toronto, Ontario
area so long as such materials do not use the word "Vista" or the
Company's associated logo), and to return for cancellation 450,000
shares of the Company's common stock currently owned by VLC-Northeast at
the time all escrow funds have been deposited by the Company. Of the
$200,000 in funds to be deposited into an escrow account, $50,000 is to
be released to VLC-Northeast upon completion of actions necessary for
termination of its use of the name "Vista" and the Company's service
marks by July 1, 1997, and the remaining $150,000 is to be released to
VLC-Northeast at the rate of $25,000 per month, except that any
undisbursed escrow funds are to be refunded to the Company in the event
VLC-Northeast completes additional debt or equity financings in the
aggregate amount of at least $500,000.
F-14
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS -- (CONTINUED)
The Company has paid $150,000 under the settlement and will be
obligated to deposit an additional $275,000 from proceeds of a private
placement offering of at least $2 million by the Company. The Company
has also agreed to remain obligated as a guarantor of certain equipment
lease and premises lease obligations of VLC-Northeast, subject to the
agreement of VLC-Northeast to use its best efforts to obtain a release
of such guarantees in the event of a change in control of VLC-Northeast
or should the Company successfully complete a private placement offering
of at least $2 million, failing which VLC-Northeast will agree to
indemnify the Company for any liabilities incurred as a result of the
guarantees.
As a result of these transactions, the Company did not own an
equity interest in VLC-Northeast capital stock and has written off its
investments in VLC-Northeast as of March 31, 1997.
(g) MISCELLANEOUS -- In assigning values at the times of issuance of
the Company's common stock issued to Regional Joint Ventures and to a third
party, Refractive Services-800, Inc., originally issued to acquire Series A
preferred shares in the Regional Joint Ventures, the Company gave
consideration to nonrelated independent appraisals obtained on the value for
the consideration received from the Regional Joint Ventures in exchange for
such common stock, the estimated market value of Vista's common stock based
upon recent private placements, the quoted price of Vista's common stock in
the over-the-counter market, and the voting and other restrictions on the
issued stock.
The Company currently controls all of the board of directors of VLC-
Michigan and VLC-Northwest and controls the board of directors of VLC-
Southwest by virtue of the Company's controlling stock ownership. The Company
currently has no representation on the board of directors of VLC-Pacific or
VLC-Northeast.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION -- The consolidated financial
statements include accounts of the Company, and all wholly-owned and
majority-owned subsidiaries. Investments in companies in which the Company's
ownership interests range from 20 to 50 percent, and in which the Company
exercises significant influence over operating and financial policies, are
accounted for using the equity method. Investments in companies in which the
Company's ownership interest is currently in excess of 50%, but for which
majority interest is considered only temporary, and investments in companies
in which the Company's financial interest exceeds 20 percent and in which the
Company has the ability to exercise significant influence, but in which the
Company may have limited or no voting rights, are accounted for using the
equity method. Other investments are accounted for using the cost method.
All significant intercompany accounts and transactions have been eliminated.
The Company's subsidiaries in Italy, Sweden, the Netherlands and the
United States have been consolidated at March 31, 1997 using their respective
four fiscal quarters ended March 31, 1997. The Company's subsidiaries in
Italy, Sweden and the Netherlands have been consolidated at March 31, 1996
using the subsidiaries' respective fiscal year ends, which were December 31,
1995. The net income for the three month period ending March 31, 1996 for the
Company's subsidiaries in Italy, Sweden and the Netherlands is reflected in
the accumulated deficit for fiscal 1997 as a one-time adjustment for the
European operating subsidiaries to conform reporting periods.
Because majority ownership was considered only temporary, the Company's
investments in VLC-Michigan, VLC-Northwest and VLC-Southwest were accounted
F-15
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
for by the equity method through September 30, 1996. Subsequent to September
30, 1996, the Company's plans with respect to these entities changed, and
majority ownership is no longer considered temporary. Accordingly, these
entities have been consolidated as of March 31, 1997.
(b) FOREIGN CURRENCY TRANSLATION -- Financial statements of
international subsidiaries are translated into U.S. dollars using the exchange
rate at each balance sheet date for assets and liabilities and a weighted
average exchange rate for each period for revenues, expenses, gains and
losses. Where the local currency is the functional currency, translation
adjustments are recorded as a separate component of stockholders' equity.
The balance sheet and income statement data for the foreign subsidiaries
have been translated from their respective foreign currency to U.S. dollars
using the following exchange rates:
<TABLE>
<CAPTION>
Average rate Average rate
for the for the
Foreign March 31, 1997 Year Ended Year Ended
Subsidiary Currency Spot Rate March 31, 1997 March 31, 1996
- ------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Vista-UK Pounds Sterling -- -- 1.563
Vista-Italy Lira .001 .001 .001
ConVista Gilders .530 .573 .624
Vista-Sweden Krona .132 .146 .144
</TABLE>
(c) PROPERTY AND EQUIPMENT -- Property and equipment are recorded at
cost. Depreciation and amortization are calculated using the straight line
method over the estimated useful lives of the assets ranging from three to ten
years.
(d) INTANGIBLE ASSETS -- The Company assesses the recoverability of
intangible assets by determining whether the amortization of the asset's
balance over its remaining life can be recovered through projected future cash
flows.
(e) REVENUE RECOGNITION -- Revenues for medical services are
recognized when services are performed.
(f) MINORITY INTEREST -- Minority interest represents the minority
stockholders' proportionate share of the equity in Vista-Italy and Vista-
Southwest. At March 31, 1997, the Company owned 74.73% of the capital stock
of Vista-Italy and 94% of the capital stock of VLC-Southwest.
(g) LOSS PER COMMON SHARE -- Loss per common share is based on the
weighted average number of common shares outstanding. Common equivalent
shares relating to stock options and warrants are excluded from the
computation as their effect is anti-dilutive.
(h) INCOME TAXES -- The Company accounts for income taxes pursuant
to Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes, which requires the use of the asset and liability method of
accounting for deferred income taxes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. A valuation allowance is required to the
extent it is more likely than not that a deferred tax asset will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
F-16
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
(i) RISK CONCENTRATIONS -- Financial instruments that potentially
subject the Company to concentrations of credit risk include cash and cash
equivalents arising from its normal business activities. The Company had
approximately $533,000 on deposit in Italy and Sweden at March 31, 1997.
Italy and Sweden do not have federal insurance on balances maintained in
banks. There is no collateral in relation to deposits.
(j) OPERATIONS IN FOREIGN COUNTRIES -- The Company is subject to
numerous factors relating to conducting business in foreign countries
(including, without limitation, economic, political and currency risks), any
of which could have a significant impact on the Company's operations.
(k) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS --
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(l) CASH AND CASH EQUIVALENTS -- For purposes of the statements of
cash flows, the Company considers all highly liquid instruments with an
original maturity of three months or less to be cash equivalents.
(m) INVESTMENT SECURITIES -- The Company accounts for investment
securities under the provisions of SFAS No. 115. This standard requires that
individual debt and equity securities be classified into one of three
categories: trading, held-to-maturity or available-for-sale.
Trading securities are bought and held principally for the purpose of
selling them in the near term. Held-to-maturity securities are those
securities in which the Company has the ability and intent to hold the
security until maturity. All other securities not included in trading or
held-to-maturity are classified as available-for-sale.
Trading securities and available-for-sale securities are recorded at
fair value. Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or discounts.
Unrealized holding gains and losses on trading securities are included in
earnings. Unrealized holding gains and losses, net of the related tax effect,
on available-for-sale securities are excluded from earnings and are reported
as a separate component of stockholders' equity until realized. Realized
gains and losses from the sale of securities are determined on a specific
identification basis.
A decline in the market value of any available-for-sale or
held-to-maturity security below cost that is deemed other than temporary
results in a reduction in carrying amount to fair value. The impairment is
charged to earnings and a new cost basis for the security is established.
Premiums and discounts are amortized or accreted over the life of the related
held-to-maturity security as an adjustment to yield using the effective
interest method. Dividend and interest income are recognized when earned.
(n) IMPAIRMENT -- Certain long-term assets of the Company are
reviewed at least annually as to whether their carrying value has become
impaired, pursuant to guidance established in Statement of Financial
Accounting Standards ( SFAS ) No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of . Management
considers assets to be impaired if the carrying value exceeds the future
projected cash flows form related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be
written down to fair value or projected discounted cash flows from related
F-17
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
operations. Management also reevaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised
estimates of useful lives. As of March 31, 1997, the Company expects these
assets to be fully recoverable.
(o) ADVERTISING COSTS -- Advertising costs are expensed as incurred.
The Company incurred advertising expense of approximately $415,000 and
$388,000 for the years ended March 31, 1997 and 1996, respectively.
(p) OFFERING COSTS -- Costs associated with public and private
offerings by the Company of its stock have been charged against the proceeds
of the offering. Any costs associated with an abandoned financing are charged
against income in the year the financing is abandoned.
(q) STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS ISSUED TO EMPLOYEES
- -- The Financial Accounting Standards Board ( FASB ) issued Statement of
Financial Accounting Standards ( SFAS ) No. 123, Accounting for Stock Based
Compensation in October 1995. SFAS No. 123 uses a fair value based method of
accounting for stock options and similar equity instruments as contrasted to
the intrinsic valued based method of accounting prescribed by Accounting
Principles Board ( APB ) Opinion No. 25, Accounting for Stock Issued to
Employees . The Company adopted SFAS No. 123 on April 1, 1996 for financial
note disclosure purposes and will continue to apply APB Opinion No. 25 for
financial reporting purposes.
(r) AUTHORITATIVE PRONOUNCEMENTS -- The FASB has issued SFAS No.
128, Earnings Per Share and FASB No. 129, Disclosure of Information About
Capital Structure . Both are effective for financial statements issued for
periods ending after December 15, 1997. SFAS No. 128 simplifies the
computation of earning per share by replacing the presentation of primary
earnings per share with a presentation of basic earnings per share. The
statement requires dual presentation of basic and diluted earnings per share
by entities with complex capital structures. Basic earnings per share include
no dilution and is computed by dividing income available to common
stockholders by the weighted average number of shares outstanding for the
period. Diluted earnings per share reflect the potential dilution of
securities that could share in the earnings of an entity similar to fully
diluted earnings per share.
While the Company has not analyzed SFAS No. 128 sufficiently to
determine its long-term impact on per share reported amounts, SFAS No. 128
should not have a significant effect on historically reported per share loss
amounts.
SFAS No. 129 does not change any previous disclosure requirements but,
rather, consolidates existing disclosure requirements for ease of retrieval.
The FASB has issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
Earlier application is permitted. Reclassification of financial statements
for earlier periods provided for comparative purposes is required. SFAS No.
130 is not expected to have a material impact on the Company.
The FASB has issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 changes how operating
segments are reported in annual financial statements and requires the
reporting of selected information about operating segments in interim
financial reports issued to shareholders. SFAS No. 131 is effective for
periods beginning after December 15, 1997, and comparative information for
earlier years is to be restated. SFAS No. 131 need not be applied to interim
financial statements in the initial year of its application. SFAS No. 131 is
not expected to have a material impact on the Company.
F-18
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(3) RELATED PARTY TRANSACTIONS
Related party transactions not disclosed elsewhere are disclosed in the
following:
(a) AGREEMENTS WITH REFRACTIVE SERVICES-800, INC. -- From July 1995
through June 1996, a foreign corporate investor named Refractive Services-800,
Inc. provided at least $100,000 in initial seed capital to each of five
Regional Joint Ventures (for an aggregate investment of $520,000) to finance
initial organizational expenses and costs of negotiating agreements with
vision care professionals and seeking additional financing. In exchange for
that investment, and in view of the high risks associated with a start-up
enterprise, Refractive Services-800, Inc. received shares of a 10% Series A
convertible preferred issue of the Regional Joint Venture with a liquidation
preference equal to five times its cash investment in four Regional Joint
Ventures and six times its cash investment in one other Regional Joint
Venture.
The Company has been advised that a former chief executive officer of
the Company, Mr. Jac. J. Lam, renders financial advisory services to
Refractive Services-800, Inc. Certain other clients of Mr. Lam and an entity
owned by Mr. Lam, Quintillion B.V., have previously invested in debt and
equity securities of the Company and its parent corporation, Atlantic Central.
The Company negotiated an agreement effective July 18, 1996 to acquire
the Series A preferred shares owned by Refractive Services-800, Inc. in all
five of these Regional Joint Ventures in exchange for 520,000 shares of Vista
common stock. In addition, the Company agreed to purchase all of the capital
stock in Refractive Services 800 Corp., a Nevada corporation, for $50,000 from
Refractive Services-800, Inc. Refractive Services-800, Inc. organized
Refractive Services 800 Corp. to acquire rights to, and offer the use of,
certain 800 and 900 telephone numbers for telemarketing purposes at the
election of Regional Joint Ventures.
In assigning value to the Company's common stock issued to Refractive
Services-800, Inc., the Company gave consideration to an independent appraisal
obtained on the value of the consideration received from the Regional Joint
Ventures in exchange for the Company's common stock, the estimated market
value of the Company's common stock based upon recent private placements, the
quoted price of the Company's common stock in the over-the-counter market, and
the voting and other restrictions on the issued stock.
(b) ADVANCES FROM RELATED PARTY -- In August 1996, the Company
borrowed $800,000 from Atlantic Central, a principal stockholder of the
Company, in exchange for an 8% secured promissory note (the "8% Secured
Note"). Principal and interest on the 8% Secured Note were payable on
December 31, 1996, or earlier in the event the Company elected to sell any
portion of its interest in 200,000 shares of Technical Chemicals and Products,
Inc. common stock (the "TCPI Shares") registered for resale under the federal
securities laws. The TCPI Shares were pledged as collateral by the Company to
secure its obligations under the 8% Secured Note. The Company sold all of its
TCPI Shares in late November 1996 and December 1996 and fully discharged the
8% Secured Note to Atlantic Central in December 1996 from a portion of the net
proceeds of sale.
On December 5, 1996, the Company agreed to reimburse Atlantic Central
for advances in the amount of $265,308 made for the Company's account to VLC-
Northeast. The Company has paid VLC-Northeast an amount equal to $75,000 of
such advances plus accrued interest. The remaining advances made by Atlantic
Central to VLC-Northeast for the Company's account in the amount of $190,308
represent a portion of advances and loans sold by the Company to Cherry
Development Corporation for the sum of $1.00 as part of a settlement agreement
among the Company, Atlantic Central, VLC-Northeast and certain members of VLC-
Northeast operating management and their affiliates.
During the period from August 1, 1996 to March 31, 1997, the Company
borrowed $718,976 from Atlantic Central and incurred accrued expenses payable
to Atlantic Central for allocations of executive officer salaries, office and
F-19
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(3) RELATED PARTY TRANSACTIONS -- (CONTINUED)
travel expenses for two executive officers of the Company in the aggregate
amount of $264,926. The total amounts incurred by the Company for such
advances and Atlantic Central expenses for the 1997 year was $983,902.
Outstanding advances from Atlantic Central in the total amount of $722,753 at
March 31, 1997 are classified as short-term notes and are collateralized by
the Company's agreement to pledge shares of its European operating
subsidiaries as security for repayment of the advances by Atlantic Central.
Murray D. Watson, an executive officer and director of the Company, is a
former director and former chief executive officer of Atlantic Central and was
the beneficial owner of equity securities in Atlantic Central. Kenneth G.
Howling, an executive officer of the Company, serves as an executive officer
of Atlantic Central and is the beneficial owner of equity securities in
Atlantic Central.
(c) AGREEMENT TO PURCHASE ASSETS AND ASSUME LEASE OBLIGATIONS -- On
February 1, 1996, the Company entered into an asset purchase and lease
assumption agreement with a related party for an excimer laser system. The
purchase price for the asset was $75,000 in cash, a $96,591 promissory note
with annual interest at 8% originally due May 31, 1996, and the assumption of
outstanding obligations under the existing lease on the laser, including
future lease payments not to exceed $328,409. Subsequent to February 1, 1996,
the Company replaced this laser with newer technology resulting to a charge to
the statement of operations in the amount of $446,636 for the impairment of an
idle asset. As of March 31, 1997, $80,000 of the note payable for $96,591 had
been paid. The balance of the note has been forgiven.
(d) AGREEMENTS WITH EXECUTIVE OFFICERS -- On January 31, 1996, the
Company hired a new chief executive officer who was granted five-year options
to purchase 300,000 shares of common stock under the Company's 1994 Stock
Option Plan exercisable at $2.50 per share. On October 22, 1996, the Company
also granted this officer a five-year option to purchase 600,000 shares of
common stock under the Company's 1994 Stock Option Plan exercisable at $2.625
per share in anticipation of a proposed financing. The services of this
employee were terminated for cause in March 1997 and, therefore, these options
were cancelled.
Effective November 1, 1996, the Company hired a new chief operating
officer who was granted a five-year option to purchase 500,000 shares of
common stock under the Company's 1994 Stock Option Plan exercisable at $2.75
per share and purchased for the sum of $100 a total of 100,000 Class G
nontransferable common stock purchase Warrants exercisable until December 31,
2001, unless earlier called for redemption, at an exercise price of $2.625 per
share. The services of this employee were terminated for cause by the Company
in March 1997 and, therefore, these options were canceled.
The exercise price of options and warrants were equal to or above the
fair market value of the common stock at the date of grant.
See Note 7(a)(i).
(e) LONG-TERM RECEIVABLE - RELATED PARTY - The Company and a wholly-
owned subsidiary are parties to two lease agreements for two excimer vision
correction lasers. The Company is not using the lasers, nor does the Company
receive any benefit from the procedures performed on these lasers. The lasers
are in the possession of a company formerly affiliated with Vista as a
Regional Joint Venture company. As the Company is party to the leases, the
lease obligations are reflected on the Company's financial statements as
current and a long-term debt. The lease payments are guaranteed and made by
the formerly affiliated Regional Joint Venture company directly to the lessor.
The Company reflects the lease obligations of $765,899 and a Long-Term
Receivable from the related party of $733,062 at March 31, 1997.
F-20
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(4) PROPERTY AND EQUIPMENT
Property and equipment consist of the following at March 31, 1997:
<TABLE>
<S> <C>
Excimer lasers and other technical equipment ......... $ 2,861,604
Office furniture and equipment ....................... 379,281
-----------
3,240,885
Less accumulated depreciation and amortization ....... (1,152,198)
-----------
Net property and equipment ................. $ 2,088,687
===========
</TABLE>
The following is a summary of property held under capital leases at
March 31, 1997:
<TABLE>
<S> <C>
Medical equipment .................................... $ 3,228,308
-----------
Total property held under capital leases ............. 3,228,308
Less: Accumulated amortization ...................... 952,980
-----------
Net capitalized lease obligations .......... $ 2,275,318
===========
</TABLE>
Depreciation and amortization expense for property and equipment and
property held under capital leases was $467,655 and $467,509 for the years
ended March 31, 1997 and 1996, respectively.
(5) INVESTMENT SECURITIES
As of March 31, 1997, the Company sold all investment securities.
Proceeds from sales of trading securities were $1,529,063, resulting in
gross realized losses of $1,133,438 in the year ended March 31, 1997 and
proceeds from sales of trading securities were $417,652, resulting in gross
realized losses of $152,431 in the year ended March 31, 1996. Such losses
were recognized based upon the actual cost of the securities.
(6) ISSUANCE OF BRIDGE NOTE AND WARRANTS
On December 6, 1996, the Company sold $300,000 in principal amount of
its 12% promissory note and 30,000 Class E common stock purchase warrants for
a cash consideration of $300,000. All of these securities were sold to an
accredited investor in a private placement offering. The 12% promissory note
matured on June 30, 1997 [See Note 17].
(7) COMMITMENTS AND CONTINGENCIES
(a) LITIGATION
(i) FORMER OFFICERS AS TO SEVERANCE OBLIGATIONS -- In June
1997, the Company was named as the defendant in a civil action filed in
California state court by two former executive officers. The complaint
alleges that the Company breached written employment agreements with each of
the two executives, both of whom were terminated as employees of the Company
on March 6, 1997, and seeks damages of $231,073 plus interest and costs for
the Company's former President, damages of $241,902 plus interest and costs
for the Company's former Executive Vice President, and restoration of stock
options previously issued to the executives under the terms of their
employment agreements.
The Company's written employment agreement with its former President
provided he would be entitled to severance benefits if his employment was
F-21
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(7) COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
involuntarily terminated, other than for cause, death or disability, equal to
(i) a lump-sum payment equal to his annual base salary of $175,000, (ii)
continuation of insurance benefits for life, health, dental and long-term
disability for a period of 12 months after employment termination, and (iii)
continued vesting of his outstanding stock options for a period of 12 months
after employment termination. The Company's written employment agreement with
its former Executive Vice President provided he would be entitled to severance
benefits if his employment was involuntarily or constructively terminated,
other than for cause, death or disability, equal to (i) a lump-sum payment
equal to his annual base salary of $175,000, and (ii) continuation of
insurance benefits for life, health, dental and long-term disability for a
period of 12 months after employment termination.
The Company intends to vigorously contest claims of the plaintiffs for
damages based upon the Company's claim that their employment was terminated
for cause. However, these proceedings are at a preliminary stage and no
discovery has taken place. Special counsel engaged to represent the Company
accordingly has advised it cannot render an opinion as to whether the
likelihood of an adverse determination would be remote, reasonably possible or
probable, until discovery proceedings have been conducted. The Company has
accrued a liability for these legal proceedings. An adverse determination in
these proceedings would have a material adverse effect on the current
financial condition of the Company.
(ii) LEGAL JUDGMENT -- In 1991 and 1993, Vista-Italy and
another company in the laser vision correction service industry entered into
agreements to license trademarks and develop territorial marketing strategies.
The companies exchanged shares of their respective common stock as
consideration under the agreements. In 1993, the other party filed suit for
termination of these agreements and a default judgment was entered in their
favor. In connection with this judgment, Vista-Italy canceled the shares of
the common stock Vista-Italy had issued in the exchange, wrote-off the value
of the other company's shares which had been issued to Vista-Italy and
recorded an accrued liability for $175,000 equal to the principal amount of
the default judgment. The plaintiff has instituted legal proceedings in Italy
seeking to collect the cash portion of its default judgment plus interest and
costs.
(iii) OTHER LITIGATION -- The Company, from time to time, may be
a defendant in various legal proceedings other than that noted in Notes
7(a)(i) and 7(a)(ii). In particular, a case was dismissed without prejudice
which alleged damages for economic interference and which sought injunctive
relief preventing the Company from being affiliated with a certain doctor.
However, such dismissal leaves open the possibility that the claims can be re-
filed in the future. In the opinion of management, the final outcome of any
such current proceedings will not have a material effect on the financial
position, results of operations, or cash flows of the Company. Management's
opinion of the above proceedings, however, may change in the near term due to
the uncertainty of the legal process.
(b) EXCHANGE AGREEMENT -- In order to induce a stockholder to
advance $100,000 under a deed of debenture to MICRA Instruments Limited (a
wholly owned subsidiary of Medical Development Research, Inc.), the Company
entered into an exchange agreement on June 28, 1995 with the stockholder. The
stockholder is an affiliate of Jac. J. Lam, a former director and chief
executive officer of the Company who was serving in those capacities at the
time of the transaction. The exchange agreement provided the stockholder with
the option of exchanging the unpaid principal and interest of the debenture
for fully paid and nonassessable shares of the Company's common stock issued
under Regulation S at a conversion price of $1.25 per share at any time prior
to repayment of the debenture by MICRA. As of December 28, 1996, the
F-22
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(7) COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
stockholder exercised this option for $122,500 (total principal plus accrued
interest on the debenture as of December 31, 1996) and the Company issued
98,000 shares of its common stock in exchange for rights to an assignment to
the Company of the MICRA debenture. As of March 31, 1997, the sum of $34,583
had been collected under the MICRA debenture and was applied to reduce a
$50,000 liability of the Company to an affiliate of the stockholder. Any
amounts collected on the MICRA debenture in excess of that accrued liability
are to be paid to the Company. The Company's investment of $91,867 in the
MICRA debenture was written-off as doubtful of collection as of March 31,
1997.
(c) INSURANCE AND INDEMNIFICATION -- Use of laser systems by health
care professionals using laser equipment and other laser vision correction
services may give rise to claims against the Company or its affiliates by
persons alleging injury. The Company's subsidiaries generally do not
currently have malpractice liability insurance due to limited capital
resources.
The Company believes that claims alleging defects in laser systems will
be covered by manufacturers' warranties and the manufacturer's product
liability insurance, and that the Company and its affiliates could take
advantage of such insurance by adding such suppliers to potentially adverse
lawsuits. There can be no assurance that laser suppliers will carry product
liability insurance or that any such insurance will be adequate to protect the
Company.
Generally speaking, the policy of the Company's operating subsidiaries
and regional joint ventures is to require that ophthalmologists who perform
laser procedures by use of laser vision correction equipment maintain their
own professional liability insurance.
(d) LEASE COMMITMENTS RELATING TO ABANDONED ACQUISITION -- On
November 15, 1996, the Company entered into an equipment lease for a VISX
20/20B excimer laser system with an initial value of $267,500, which
represents the total lease payments of $317,145 less interest of $76,395. The
equipment was leased for the benefit of London Place Eye Centre, Inc.
("LPEC"), an affiliate of Dr. Donald G. Johnson, former Chairman of the Board
and a former director of the Company. LPEC has guaranteed the obligations of
the Company under this equipment lease. The equipment is to be used
exclusively by LPEC in British Columbia, and LPEC has agreed to make all
equipment lease payments. The Company will not own a beneficial interest in
the equipment or in proceeds from use of the equipment unless LPEC defaults in
its obligations to make equipment lease payments. The Company reflects the
lease obligation of $251,533 and a long-term receivable from the related party
of $248,021 at March 31, 1997.
On October 19, 1996, the Company and LPEC executed a lease guarantee for
an equipment lease entered into by VLC-Northwest for a VISX Star laser system
with an initial value of $525,000, which represents the minimum future lease
payments of $720,000 less interest of $247,500. The equipment was leased for
the benefit of LPEC. The equipment is to be used exclusively by LPEC in
British Columbia, and LPEC has agreed to make all equipment lease payments.
The Company and VLC-Northwest will not own a beneficial interest in the
equipment or in proceeds from use of the equipment unless LPEC defaults in its
obligations to make equipment lease payments. The Company reflects the lease
obligation of $514,366 and a long-term receivable from the related party of
$485,041 at March 31, 1997.
On March 29, 1996, the Company signed a lease guarantee for an equipment
lease by LPEC of a VISX Star laser system with an initial value of $450,000.
The Company does not own a beneficial interest in the equipment or in proceeds
from use of the equipment.
F-23
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(7) COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
The Company entered into these equipment lease arrangements as an
accommodation to LPEC during the course of continuing negotiations for the
purchase of LPEC by the Company subject to obtaining additional financing
required to make such an acquisition. Negotiations to acquire LPEC were
terminated in late 1996 and the Company remains contingently liable as to the
lease obligations and guarantee.
(e) FACILITIES AND EQUIPMENT LEASE GUARANTEES FOR VLC-NORTHEAST --
The Company has executed guarantees of certain equipment lease and premises
lease obligations of VLC-Northeast, subject to the agreement of VLC-Northeast
to use its best efforts to obtain a release of such guarantees in the event of
a change in control of VLC-Northeast or should the Company successfully
complete a private placement offering of at least $2 million, failing which
VLC-Northeast will agree to indemnify the Company for any liabilities incurred
as a result of the guarantees. The equipment lease guarantee executed on
October 25, 1996 is for a VISX Star laser system with an initial value of
$809,000. The equipment is to be used exclusively by VLC-Northeast in
Toronto, Ontario, and VLC-Northeast is primarily obligated to make all
equipment lease payments. The Company does not own a beneficial interest in
the equipment or in proceeds from use of the equipment. The premises lease
executed on March 21, 1996 is for a rental of approximately $9,058 per month
expiring on May 14, 2006.
(8) COMMON STOCK
(a) STOCK OFFERINGS -- During fiscal 1997, the Company issued
520,000 shares of common stock in exchange for shares of Series A convertible
preferred stock in each of five Regional Joint Ventures, 450,000 shares of
common stock for cash proceeds, a net amount of 450,000 shares of common stock
in exchange for an interest in VLC-Northeast, 98,000 shares in exchange for
rights to assignment of a third party debenture, and 800 shares in exchange
for an additional interest in Vista-Italy. In addition, the Company accepted
the return of 250,000 shares of common stock in forgiveness of advances made
to VLC-Southwest and the return of 200,000 shares of common stock in exchange
for the reduction in shares issued by VLC-Michigan.
During fiscal 1996, the Company issued 1,021,000 shares of common stock
in exchange for services and cash advances (Note 3), 2,260,000 shares to
Atlantic Central in exchange for cash, a subscription note and tradable equity
securities (Note 1(e)), 450,000 shares of common stock in exchange for
interests in two Regional Joint Ventures (Note 1(f)), 100,000 shares of common
stock in exchange for a $212,500 subscription which was paid subsequent to the
Company's March 31, 1996 year end, and 16,393 shares of common stock in
exchange for an additional approximate 5% interest in Vista-Italy.
(b) CLASS A WARRANTS -- As of March 31, 1997, 677,960 Class A
Warrants were issued and outstanding. Each Class A Warrant represents the
right to purchase one share of the Company's common stock with an exercise
price of $15.00 per share at any time between June 30, 1994 through December
31, 1998, unless earlier called for redemption by the Company. The Company
has the option to call the rights for redemption if the warrants have been
registered for sale under the Securities Act of 1933 and if the Company's
common stock is trading in the NASDAQ market or on a national securities
exchange and the closing sale price is $22.50 per share for at least 20
consecutive trading days on the date the warrants are called for redemption.
No Class A warrants have been exercised to date.
(c) CLASS B WARRANTS -- As of March 31, 1997, 31,000 Class B
Warrants were issued and outstanding. Each Class B Warrant represents the
right to purchase one share of the Company's common stock with an exercise
F-24
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(8) COMMON STOCK -- (CONTINUED)
price of $11.00 per share, expiring October 11, 1999 unless earlier called for
redemption by the Company. The Company has the option to call the rights for
redemption if the warrants have been registered for sale under the Securities
Act of 1933 and if the Company's common stock is trading in the NASDAQ market
or on a national securities exchange and the closing sale price is $22.50 per
share for at least 20 consecutive trading days on the date the warrants are
called for redemption.
No Class B warrants have been exercised to date.
(d) CLASS C WARRANTS -- As of March 31, 1997, 500,000 Class C
Warrants were issued and outstanding. The Class C Warrants represent the
right to purchase one share of the Company's common stock during the month of
February 1998 and expire thereafter if not exercised. The exercise price per
share will be determined by the average of the quoted closing prices for the
Company's common stock in the over the counter market during the month of
January 1998. In no event will the exercise price per share exceed $10 per
share.
No Class C warrants have been exercised to date.
There are no Class D Warrants issued.
(e) CLASS E WARRANTS -- As of March 31, 1997, 30,000 Class E Warrants
were issued and outstanding. The Company issued 30,000 Class E Warrants on
December 6, 1996 as part of a bridge note financing. Each Class E Warrant
represents the right to purchase one share of the Company's common stock with
an exercise price of $2.625 per share at any time until December 31, 2001,
unless earlier called for redemption by the Company. The Company has the
option to call the Class E Warrants for redemption if the warrants have been
registered for sale under the Securities Act of 1933 and if the Company's
common stock is trading in the over-the-counter market or on a national
securities exchange and the closing sale price is $5.00 per share for at least
20 consecutive trading days on the last date before the warrants are called
for redemption. See Note __.
No Class E Warrants have been exercised to date.
There are no Class F Warrants issued.
(f) CLASS G WARRANTS -- As of March 31, 1997, 100,000 Class G
Warrants were issued and outstanding. The Company issued 100,000 Class G
nontransferable Warrants on November 18, 1996 to a former executive employee
of the Company at a purchase price of $100. Each Class G Warrant represents
the right to purchase one share of the Company's common stock at an exercise
price of $2.625 per share at any time until December 31, 2001, unless earlier
called for redemption.
No Class G Warrants have been exercised to date.
(g) NON-EMPLOYEE STOCK OPTION -- On July 3, 1996, the Company
granted a consultant a stock option under the Company's 1994 Stock Option Plan
to purchase a total of 50,000 shares of common stock at an exercise price of
$3.00 per share. The option may be fully exercised at any time prior to its
expiration on either the earlier of July 3, 2001 or termination on or after
June 30, 1997 of a services agreement between the Company and the consultant.
The Company recorded a compensation expense of $30,064 for the value of this
option during 1997.
(h) REVERSE STOCK SPLIT -- Effective March 15, 1996, the Company
completed a one share for five shares reverse stock split of its common stock.
All shares and per share amounts have been restated retroactively as a result
of this reverse split. As a result, any fractional shares will be rounded up
to the nearest full share.
F-25
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(9) STOCK OPTION AND STOCK COMPENSATION PLANS
(a) THE 1994 STOCK OPTION PLAN -- During February 1994, the
Company's Board of Directors adopted and the stockholders approved the 1994
stock option plan (1994 Plan).
The 1994 Plan provides that options granted thereunder may be either
incentive stock options or nonqualified stock options. The 1994 Plan provides
that incentive stock options must be granted at a option price which is not
less than the fair market value of the common stock on the date of grant and
that nonqualified options must be granted at an option price which is not less
than 50% of the fair market value of the common stock on the date of grant.
With respect to any participant who owns stock possessing more than 10% of the
voting rights of the Company's outstanding capital stock, the exercise price
of any incentive stock option under the 1994 Plan must be not less than 110%
of the fair market value on the date of grant. The options shall expire
within ten years from the date of the grant, except for options granted to
optionees owning more than 10% of the voting stock of the Company for which
the options shall expire within five years from the date of grant. In the
event of termination of employment, the optionee's option will terminate and
may be exercised during a three month period after termination to the extent
the option was exercisable on the date of termination.
At March 31, 1997, options for 556,184 shares were exercisable and
options for 277,816 shares were available for future grants under the 1994
Plan. To date, no options have been exercised under the 1994 Plan.
On January 31, 1996, the Company hired a new chief executive officer who
was granted five-year options to purchase 300,000 shares of common stock under
the Company's 1994 Stock Option Plan exercisable at $2.50 per share. On
October 22, 1996, the Company also granted this officer a five-year option to
purchase 600,000 shares of common stock under the Company's 1994 Stock Option
Plan exercisable at $2.625 per share in anticipation of a proposed financing.
The services of this employee were terminated in March 1997.
Effective November 1, 1996, the Company hired a new chief operating
officer who was granted a five-year option to purchase 500,000 shares of
common stock under the Company's 1994 Stock Option Plan exercisable at $2.75
per share and purchased for the sum of $100 a total of 100,000 Class G
nontransferable common stock purchase Warrants exercisable until December 31,
2001, unless earlier called for redemption, at an exercise price of $2.625 per
share. The services of this employee were terminated by the Company in March
1997.
The exercise price of options and warrants were equal to or above the
fair market value of the common stock at the date of grant.
The remaining options will vest and may be exercised in installments
subject to the optionee's continued employment by, or active service as a
director or consultant for, the Company at the time each installment vests.
Except for one option covering 21,184 shares for a term of four years, all
options are for a term of five years subject to possible earlier termination
in accordance with provisions of the 1994 Plan.
The fair value of each option grant to non-employees was estimated on
the date of grant using the Black-Scholes option-pricing model with the
following assumptions for 1997 and 1996: risk-free interest rates of 6.21%;
dividend yield of zero percent; expected lives ranging from 0.5 to 3 years;
and volatility of 124.64%. Compensation cost charged to operations in
connection with the Company's stock-based compensation plans totaled $30,064
for the year ended March 31, 1997 and $-0- for the year ended March 31, 1996.
F-26
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(9) STOCK OPTION AND STOCK COMPENSATION PLANS -- (CONTINUED)
The following represents the pro forma effect had the Company valued all
of its stock-based compensation in accordance with FAS 123.
<TABLE>
1997 1996
----------- -----------
<S> <C> <C>
Net loss:
As reported ......................... $(6,998,981) $(3,814,935)
Pro forma ........................... (9,259,281) (5,129,135)
Primary earnings (loss) per share:
As reported ......................... $ (1.05) $ (1.92)
Pro forma ........................... (1.38) (2.58)
Weighted average fair value of options
granted during 1997 and 1996 $ 1.22 $ 1.71
=========== ===========
</TABLE>
The following table summarizes information about fixed stock options
outstanding at March 31, 1997.
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------- ---------------------
Weighted Weighted
Options Weighted Average Average Average
Range of Outstanding Remaining Exercise Exercisable Exercise
Exercise Price at 3/31/97 Contractual Life Price at 3/31/97 Price
- --------------- ----------- ---------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$0.50 654,000 5 years $ 0.50 329,000 $ 0.50
$2.50 to $3.00 1,541,184 2.4 years $ 2.653 27,000 $ 2.683
$10.00 31,000 2.4 years $10.00 27,000 $10.00
- --------------- ----------- ---------------- -------- ----------- --------
$0.50 to $10.00 2,226,184 3.2 years $ 2.123 642,184 $ 1.872
=============== =========== ================ ======== =========== ========
</TABLE>
A summary of the status of the Company's two fixed stock option plans at
March 31, 1997 and 1996 and changes during the years ending on those dates is
presented below.
<TABLE>
<CAPTION>
1997 1996
---------------------------- ----------------------------
Weighted Average Weighted Average
Fixed Options Shares Exercise Price Shares Exercise Price
- ------------------------ ---------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
Outstanding at
beginning of year ......... 1,575,000 $ 2.76 132,000 $ 10.00
Granted:
Exercise price
equals market price ..... 1,821,184 $ 2.50 1,532,000 2.76
Exercise price is
less than market
price ................... -0- -- -0- --
Exercised ................... (4,000) -- -0- --
Cancelled ................... (1,166,000) $(3.13) (89,000) (10.00)
---------- ------- ---------- -------
Outstanding at end of year .. 2,226,184 $ 2.13 1,575,000 $ 2.76
========== ======= ========== =======
Options exercisable at
year end .................. 642,184 39,000
</TABLE>
F-27
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(9) STOCK OPTION AND STOCK COMPENSATION PLANS -- (CONTINUED)
(b) THE RESTRICTED STOCK OPTION PLAN -- During February 1994, the
Company's Board of Directors adopted and the stockholders approved the
restricted stock option plan (Restricted Plan) under which shares of the
Company's common stock were reserved for issuance to senior management at
prices the lesser of $.50 per share or 10% of the fair market value of the
Company's common stock on the date of grant. The options expire within ten
years from the date of grant or to the extent exercisable within 12 months
after termination. The options may not be exercised until the optionee has
remained in continuous employment as a senior executive officer or as a
director of the Company for a period of at least two years from the date of
grant.
As of March 31, 1997, 46,000 shares were available for future grants
under the Restricted Plan. To date no options have been exercised under the
Restricted Plan and the Board of Directors has terminated use of the
Restricted Plan for additional stock options.
(c) THE 1996 STOCK COMPENSATION PLAN -- On February 6, 1996, the
Company's Board of Directors adopted a 1996 Stock Compensation Plan (Stock
Plan) that was approved by stockholders of the Company in February 1997. The
purpose of the Stock Plan is to permit the Board or a Committee of the Board
the flexibility of issuing shares of the Company's common stock in lieu of
cash to compensate officers, directors, employees and other individuals acting
as professionals, consultants and/or advisers to the Company for services
rendered to the Company and its subsidiaries. A total of 250,000 shares of
common stock are available for payment of compensation under the Stock Plan.
No compensation awards under the Stock Plan have been made.
F-28
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(10) NOTES PAYABLE
Notes payable consist of the following at March 31, 1997:
<TABLE>
<S> <C>
12% convertible promissory notes due to related parties;
maturing June 15, 1998, collateralized by the pledge
of 51% of Vista-Sweden's capital stock ..................... $ 277,777
12% secured promissory note maturing June 30, 1997,
collateralized by general security interest in all of
the Company's assets ....................................... 300,000
Accrued liability to LVCI under a default judgment
(Note 7(a)(ii).............................................. 175,000
VLC-Southwest note payable to related party .................. 25,000
---------
777,777
Less current portion.......................................... (500,000)
---------
$ 277,777
=========
</TABLE>
The principal amount and accrued interest on the 12% convertible notes
due in 1998 are convertible, at the option of the holder, into shares of the
Company's common stock at a conversion price of $5.00 per share. These notes
are collateralized by 51% of the issued and outstanding shares of Vista-Sweden
common stock. Vista-Sweden is also committed under a royalty agreement with
each noteholder expiring on May 31, 1998. Under the royalty agreements,
Vista-Sweden will pay royalties to each noteholder for each incremental PRK
procedure performed by Vista-Sweden during the three years ended May 31, 1996,
1997 and 1998. The Company has not accrued any royalties for 1997 or 1996.
The 12% secured promissory note is collateralized by a security interest
in all of the assets of the Company. The 12% promissory note was to mature on
June 30, 1997.[See Subsequent Event Note 17].
There were no restrictions or covenants on the note agreements.
(11) LONG-TERM DEBT
Long-term debt consists of the following as of March 31, 1997:
<TABLE>
<S> <C>
Note payable with interest accrued quarterly at 18%
per annum; payments of approximately $43,191 due
quarterly; maturing June 30, 2000; collateralized
by laser equipment ......................................... $ 465,114
Note payable with interest accrued monthly at 10% per annum;
payments of approximately $22,003 due quarterly; maturing
January 10, 1999; collateralized by laser equipment ........ 233,014
Note payable with interest accrued monthly at 10% per annum;
payments of $9,898 due quarterly; maturing June 30, 1999;
collateralized by laser equipment .......................... 245,765
Note payable with interest accrued monthly at 10% per annum;
payments of $7,442.56 due monthly; maturing January 1999;
collateralized by laser equipment .......................... 193,145
----------
1,137,038
Less current portion.......................................... (370,373)
----------
$ 766,665
==========
</TABLE>
There are no restrictions or covenants on the note agreements.
F-29
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(10) NOTES PAYABLE -- (CONTINUED)
Future maturities of long-term debt are as follows for the years ended
March 31:
<TABLE>
<S> <C>
1998 ....................................................... $ 370,373
1999 ....................................................... 416,430
2000 ....................................................... 299,911
2001 ....................................................... 50,324
-----------
$ 1,137,038
===========
</TABLE>
(12) LEASES
The Company leases equipment, vehicles and office space under
noncancelable operating leases and leases certain equipment under capital
leases.
As of March 31, 1997, future minimum lease payments under the operating
and capital leases are as follows:
<TABLE>
<CAPTION>
Operating
----------------------------
Vehicles Laser Capital
and Equipment Centers Leases Total
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1998 ................................... $ 91,794 $ 208,125 $ 720,512 $ 1,020,431
1999 ................................... 46,548 166,521 720,512 933,581
2000 ................................... 25,881 168,601 491,009 685,601
2001 ................................... -- 170,743 352,650 523,393
2002 ................................... -- 172,950 87,863 260,813
----------- ----------- ----------- -----------
Total minimum lease payments............ $ 164,333 $ 886,941 $ 2,372,546 $ 3,423,819
=========== =========== ===========
Less amount representing interest (22%). (1,038,267)
-----------
Present value of net
minimum lease payments ............ 1,334,279
Less current portion.................... (274,510)
-----------
Total......................... 1,059,769
===========
</TABLE>
Rent expense relating to operating leases totaled approximately $254,000
and $161,000 for the years ended March 31, 1997 and 1996, respectively.
(13) INCOME TAXES
The Company is obligated to file U.S. federal income tax returns and
separate tax returns in Italy, United Kingdom, Netherlands and Sweden.
As of March 31, 1997, the Company has not recorded any deferred tax
assets or liabilities. The Company's income tax net operating loss
carryforwards are approximately $8,200,000 at March 31, 1997. These loss
carryforwards expire between the years 2007 and 2012. The annual use of
income tax loss carryovers may be limited by Section 382 of the Internal
Revenue Code.
(14) FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of notes payable included in current liabilities
approximates fair value because of their short maturities. The carrying
amount of long term notes receivable, notes payable and notes payable to
F-30
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(14) FAIR VALUE OF FINANCIAL INSTRUMENTS -- (CONTINUED)
related party included in non-current liabilities approximates their fair
value because they bear interest at a rate that approximates the Company's
cost of capital.
(15) FOREIGN SEGMENT OPERATIONS
The Company's operations are in a single industry, providing PRK
treatments and laser surgical procedures to patients through the establishment
and operation of eye clinics.
The Company's headquarters are located in the United States, and all of
the Company's operating assets are located in the United States, Italy and
Sweden.
Revenue by geographic areas is as follows:
<TABLE>
<CAPTION>
1997 1996
----------- ------------
<S> <C> <C>
Domestic.................................... $ 287,139 $ --
Foreign (Western Europe).................... 3,198,628 2,130,073
----------- ------------
$ 3,485,667 $ 2,130,073
=========== ============
</TABLE>
Net income (loss) by geographic areas is as follows:
<TABLE>
<CAPTION>
1997 1996
----------- ------------
<S> <C> <C>
Domestic................................. $(7,113,342) $(3,428,987)
Foreign.................................. 114,361 (385,948)
----------- ------------
$(6,998,980) $(3,814,935)
=========== ===========
</TABLE>
Identifiable assets by geographic areas are as follows:
<TABLE>
<CAPTION>
1997
-----------
<S> <C>
Domestic................................. $ 1,621,662
Foreign.................................. 2,708,875
-----------
$ 4,330,537
===========
</TABLE>
(16) FOURTH QUARTER ADJUSTMENTS
During the fourth quarter of fiscal 1997, the Company recorded the
following year-end adjustments which it believes are material to the results
of that quarter:
<TABLE>
<S> <C>
Accrual for closing of California facilities... $ 200,000
Accrual for severance litigation costs ...... 250,000
----------
$ 450,000
==========
</TABLE>
F-31
<PAGE>
VISTA TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1997 AND 1996
(17) SUBSEQUENT EVENT
Promissory Note - The Company has been negotiating with the holder of a 12%
promissory note for $300,000 who has verbally agreed to extend the maturity
date of the 12% promissory note. Definitive agreements for the 12% promissory
note extension are being prepared and management anticipates that they will be
executed by December 31, 1997.
F-32
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: October 16, 1997
VISTA TECHNOLOGIES INC.
(Registrant)
By: /s/ Murray D. Watson
---------------------------------
Murray D. Watson,
Vice Chairman and Acting President and Chief Executive Officer
(principal executive officer)
By: /s/ Kenneth F. Howling
---------------------------------
Kenneth G. Howling, Vice President of Finance and Treasurer
(principal financial officer; principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------------------- ------------ ----------------
<S> <C> <C>
/s/ Murray D. Watson Director October 16, 1997
- ------------------------
Murray D. Watson
</TABLE>
VISTA TECHNOLOGIES INC.
STOCK OPTION AGREEMENT
UNDER 1994 STOCK OPTION PLAN
______________________________________
Date of Grant: March 27, 1997
VISTA TECHNOLOGIES INC., a Nevada corporation (the "Company"), hereby
grants to TRIDENT MANAGEMENT, INC. (the "Optionee"), pursuant to the 1994
Stock Option Plan of the Company (the "Plan"), a copy of which is appended
hereto and made a part hereof as Schedule I, an option to purchase a total of
ONE HUNDRED FIFTY THOUSAND (150,000) shares of Common Stock of the Company at
a price of FIFTY CENTS ($0.50) per share (subject to adjustment as provided in
Section 6(i) of the Plan), on the terms and conditions set forth in the Plan
and hereinafter. This option shall not be exercisable later than on March 27,
2002 (hereinafter referred to as the "Expiration Date"), except that the
Expiration Date may be accelerated in certain events as provided in paragraph
6(f) of the Plan in the event of the death or disability of the Optionee and
as provided in paragraph 6(e) of the Plan in the event of the Optionee's
termination of employment by the Company.
1. VESTING. Subject to the terms and conditions of this Agreement
and the Plan, (a) fifty percent (50%) of the shares subject to this option
shall be exercisable at any time after the date of grant on March 27, 1997,
and (b) fifty percent (50%) of the shares subject to this option shall be
exercisable at any time after September 27, 1997.
2. TERMINATION. This option and all rights hereunder to the extent
such rights shall not have been exercised shall terminate and become null and
void if MURRAY D. WATSON ceases to be an employee or director of, or part-time
consultant to, the Company or any Subsidiary (whether by resignation, retire-
ment, dismissal, death or otherwise), except that: (a) in the event of the
death or disability of MURRAY D. WATSON while an employee or director of, or
consultant to, the Company or any Subsidiary, this option only to the extent
exercisable at the date of death or disability may be exercised within the
applicable period of time by any persons indicated in Section 6(f) of the
Plan; (b) in the event of the termination of employment of MURRAY D. WATSON
while an employee or director of, or consultant to, the Company or any
Subsidiary, this option only to the extent exercisable at the date of such
termination may be exercised prior to the expiration of ninety (90) from the
date of such termination, and shall terminate in all other respects; provided,
however, that in no event may this option be exercised after the Expiration
Date. Notwithstanding the foregoing, this option may in no event be exercised
by any one to any extent in the event of a voluntary dissolution, liquidation
or winding up of the affairs of the Company or in the event of merger into,
consolidation with, or sale or transfer of all or substantially all of the
assets of the Company, except under the circumstances and pursuant to the
terms and conditions of Section 6(h) of the Plan.
3. CONDITION TO GRANT OF OPTION. This option and all rights
hereunder have been granted by the Company subject to the express condition
that the Optionee shall consent to the termination and cancellation as of
March 27, 1997 of all stock options previously granted by the Company to the
Optionee under the Plan.
4. EXERCISE. This option is exercisable with respect to all, or from
time to time with respect to any portion, of the shares then subject to such
exercise, by delivering written notice of such exercise, in the form
prescribed by the Stock Option Committee, to the principal office of the
Secretary of the Company. Each such notice shall be accompanied by payment in
full of the purchase price of such shares.
<PAGE>
5. NON-TRANSFERABLE. This option shall during the lifetime of the
Optionee shall be exercisable only by the Optionee, and neither it nor any
right thereunder shall be transferable except by will or laws of descent and
distribution or by a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or be subject to attachment,
execution or other similar process. In the event of any attempt by the
Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the
option or any right thereunder, except as provided for herein, or in the event
of the levy of any attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the option by notice to
the Optionee and the option shall thereupon become null and void.
6. MISCELLANEOUS.
(a) Neither the granting of this option nor the exercise thereof
shall be construed as conferring upon the Optionee any right of MURRAY D.
WATSON to continue as an employee or director of, or consultant to, the
Company or any Subsidiary, or as interfering with or restricting in any way
the right of the Company or any Subsidiary to terminate such employment at any
time.
(b) Neither the Optionee, nor any person entitled to exercise
its rights in the event of the death of the Optionee, shall have any of the
rights of a stockholder with respect to the shares subject to the option,
except to the extent that certificates for such shares shall have been issued
upon exercise of the option as provided for herein.
(c) The Company is relieved from any liability for the non-
issuance or non-transfer or any delay in the issuance or transfer of any
shares of Common Stock subject to this option which results from the inability
of the Company to obtain, or in any delay in obtaining, from each regulatory
body having jurisdiction all requisite authority to issue or transfer shares
of Common Stock of the Company in satisfaction of this option if counsel for
the Company deems such authority necessary for the lawful issuance or transfer
of any such shares.
(d) No Common Stock acquired by exercise of this option shall be
sold or otherwise disposed of in violation of any federal or state securities
law or regulation.
(e) This option shall be exercised in accordance with such
administrative regulations as the Stock Option Committee may from time to time
adopt. All decisions of the Stock Option Committee upon any question arising
under the Plan or under this instrument shall be conclusive and binding upon
the Optionee and all other persons.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed on
behalf of the Company as of the day and year first written above by the
undersigned officers, thereunto duly authorized.
VISTA TECHNOLOGIES INC.
[CORPORATE SEAL]
By:
ATTEST -------------------------
By: /s/ William M. Curtis
----------------------------
William M. Curtis, Secretary
2
VISTA TECHNOLOGIES INC.
STOCK OPTION AGREEMENT
UNDER 1994 STOCK OPTION PLAN
______________________________________
Date of Grant: March 27, 1997
VISTA TECHNOLOGIES INC., a Nevada corporation (the "Company"), hereby
grants to KENNETH G. HOWLING (the "Optionee"), pursuant to the 1994 Stock
Option Plan of the Company (the "Plan"), a copy of which is appended hereto
and made a part hereof as Schedule I, an option to purchase a total of ONE
HUNDRED THOUSAND (100,000) shares of Common Stock of the Company at a price of
FIFTY CENTS ($0.50) per share (subject to adjustment as provided in Section
6(i) of the Plan), on the terms and conditions set forth in the Plan and
hereinafter. This option shall not be exercisable later than on March 27,
2002 (hereinafter referred to as the "Expiration Date"), except that the
Expiration Date may be accelerated in certain events as provided in paragraph
6(f) of the Plan in the event of the death or disability of the Optionee and
as provided in paragraph 6(e) of the Plan in the event of the Optionee's
termination of employment by the Company.
1. VESTING. Subject to the terms and conditions of this Agreement
and the Plan, (a) fifty percent (50%) of the shares subject to this option
shall be exercisable at any time after the date of grant on March 27, 1997,
and (b) fifty percent (50%) of the shares subject to this option shall be
exercisable at any time after September 27, 1997.
2. TERMINATION. This option and all rights hereunder to the extent
such rights shall not have been exercised shall terminate and become null and
void if the Optionee ceases to be an employee of, or part-time consultant to,
the Company or any Subsidiary (whether by resignation, retirement, dismissal,
death or otherwise), except that: (a) in the event of the death or disability
of the Optionee while an employee of, or consultant to, the Company or any
Subsidiary, this option only to the extent exercisable at the date of death or
disability may be exercised within the applicable period of time by any
persons indicated in Section 6(f) of the Plan; (b) in the event of the
termination of employment of the Optionee while an employee of, or consultant
to, the Company or any Subsidiary, this option only to the extent exercisable
at the date of such termination may be exercised prior to the expiration of
ninety (90) from the date of such termination, and shall terminate in all
other respects; provided, however, that in no event may this option be
exercised after the Expiration Date. Notwithstanding the foregoing, this
option may in no event be exercised by any one to any extent in the event of a
voluntary dissolution, liquidation or winding up of the affairs of the Company
or in the event of merger into, consolidation with, or sale or transfer of all
or substantially all of the assets of the Company, except under the
circumstances and pursuant to the terms and conditions of Section 6(h) of the
Plan.
3. CONDITION TO GRANT OF OPTION. This option and all rights
hereunder have been granted by the Company subject to the express condition
that the Optionee shall consent to the termination and cancellation as of
March 27, 1997 of all stock options previously granted by the Company to the
Optionee under the Plan.
4. EXERCISE. This option is exercisable with respect to all, or from
time to time with respect to any portion, of the shares then subject to such
exercise, by delivering written notice of such exercise, in the form
prescribed by the Stock Option Committee, to the principal office of the
Secretary of the Company. Each such notice shall be accompanied by payment in
full of the purchase price of such shares.
<PAGE>
5. NON-TRANSFERABLE. This option shall during the lifetime of the
Optionee shall be exercisable only by the Optionee, and neither it nor any
right thereunder shall be transferable except by will or laws of descent and
distribution or by a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or be subject to attachment,
execution or other similar process. In the event of any attempt by the
Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the
option or any right thereunder, except as provided for herein, or in the event
of the levy of any attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the option by notice to
the Optionee and the option shall thereupon become null and void.
6. MISCELLANEOUS.
(a) Neither the granting of this option nor the exercise thereof
shall be construed as conferring upon the Optionee any right to continue as an
employee of, or consultant to, the Company or any Subsidiary, or as
interfering with or restricting in any way the right of the Company or any
Subsidiary to terminate such employment at any time.
(b) Neither the Optionee, nor any person entitled to exercise
its rights in the event of the death of the Optionee, shall have any of the
rights of a stockholder with respect to the shares subject to the option,
except to the extent that certificates for such shares shall have been issued
upon exercise of the option as provided for herein.
(c) The Company is relieved from any liability for the non-
issuance or non-transfer or any delay in the issuance or transfer of any
shares of Common Stock subject to this option which results from the inability
of the Company to obtain, or in any delay in obtaining, from each regulatory
body having jurisdiction all requisite authority to issue or transfer shares
of Common Stock of the Company in satisfaction of this option if counsel for
the Company deems such authority necessary for the lawful issuance or transfer
of any such shares.
(d) No Common Stock acquired by exercise of this option shall be
sold or otherwise disposed of in violation of any federal or state securities
law or regulation.
(e) This option shall be exercised in accordance with such
administrative regulations as the Stock Option Committee may from time to time
adopt. All decisions of the Stock Option Committee upon any question arising
under the Plan or under this instrument shall be conclusive and binding upon
the Optionee and all other persons.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed on
behalf of the Company as of the day and year first written above by the
undersigned officers, thereunto duly authorized.
VISTA TECHNOLOGIES INC.
[CORPORATE SEAL]
By:
ATTEST -------------------------
By: /s/ William M. Curtis
----------------------------
William M. Curtis, Secretary
2
AGREEMENT TO TERMINATE
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into on the __ day
of December, 1996 by and between VISTA LASER CENTERS OF THE PACIFIC, INC., a
Nevada corporation ("Pacific"), and VISTA TECHNOLOGIES INC., a Nevada
corporation ("Vista").
RECITALS
WHEREAS, the parties hereto executed a Consulting Services Agreement
dated August 16, 1996 (the "Consulting Agreement") and a Stock Exchange
Agreement dated April 23, 1996 (the "Stock Agreement").
WHEREAS, the parties now desire to terminate the Consulting Agreement
and return to each party the stock issued as a result of the Stock Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
1. The Consulting Agreement is hereby terminated and canceled,
effective as of the date first above written. The Consulting Agreement shall
have the same effect upon the parties as if it never existed.
2. With respect to the 600,000 shares of Pacific's common stock owned
by Vista and the 500,000 shares of Vista common stock owned by Pacific,
Pacific hereby sells, assigns and transfers to Vista its 500,000 shares of
Vista common stock, in consideration of which Vista hereby sells, assigns and
transfers to Pacific 500,000 of its 600,000 Pacific common stock shares. In
addition, Pacific hereby issues the Promissory Note in the principal amount of
$100,000 as attached hereto as Exhibit A (the "Note") to Vista as the purchase
price for the remaining 100,000 Pacific common stock shares owned by Vista and
Vista hereby sells, assigns and transfers to Pacific said 100,000 Pacific
common stock shares. The Note bears annual interest at the rate of nine
percent (9%) and the principal amount thereof is to be repaid on the earlier
of: (i) ten days after the completion of the Pacific's initial public stock
offering (the "IPO"); or (ii) December 31, 1998.
3. Pacific hereby acknowledges that Vista has advanced sums in
aggregate in excess of $100,000 to suppliers of professional services which
Pacific utilized in connection with the preparation and filing of Pacific's
registration statement on Form SB-2 with the Securities and Exchange
Commission for Pacific's IPO. However, to date Vista has not submitted a
listing of these expenditures and Pacific has not accepted and acknowledged
any specific category or
<PAGE>
amount of expenditure by Vista. The parties agree to negotiate in good faith
with respect to the amount of professional services expenditures incurred by
Vista on Pacific's behalf in connection with Pacific's IPO (the "IPO
Expenses"), whereupon Pacific shall issue a promissory note to Vista in the
principal amount of the IPO Expenses, with such promissory note to bear the
same interest rate and maturity date as the Note described in Paragraph 2
above.
4. Pacific shall change its name to "Vista Laser Centers, Inc.",
which name Vista hereby agrees is not deceptively similar to its name and
service mark and which is not likely to cause confusion in the minds of
potential customers for such services.
5. Vista shall cause Mr. Thomas A. Schultz, its President, and Dr.
Donald Johnson, its Chairman, to resign from their positions as officers and
Directors of Pacific, effective as of December 31, 1996.
6. The parties hereto shall have no obligations or liability to the
other party pursuant the Consulting Agreement, except as expressly stated in
this Agreement. Vista and Pacific hereby each release the other party and
hereby waive any and all liabilities and claims, whether now or in the future
known, accruing against the other party as a result of or caused by a breach
of the Consulting Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement,
effective as of the date first above written.
VISTA LASER CENTERS OF THE PACIFIC, INC.
By: /s/ J. Robert Griffin
-----------------------------------
J. Robert Griffin, Chairman
VISTA TECHNOLOGIES INC.
By: /s/ Thomas A. Schultz
-----------------------------------
Thomas A. Schultz, President
2
ASSIGNMENT OF OFFICE LEASE
THIS ASSIGNMENT OF OFFICE LEASE (ASSIGNMENT) is entered into this January 31
day of 1996, by and between EVERGREEN TRUST D.B.A. EVERGREEN CORPORATE CENTER
(Landlord), NORTHERN ARIZONA EYE CLINIC, (Tenant) and VISTA LASER CENTERS OF
THE SOUTHWEST, INC. (Assignee).
RECITALS
A.) On or about December 28, 1992, Landlord and Tenant entered into
that certain lease agreement (Lease) pertaining to the lease of Suite 100
(Premises), Evergreen Corporate Center, 15100 N. 78th Way, Scottsdale, AZ.
85260
B.) The parties wish to amend the Lease as hereunder provided.
AGREEMENTS:
1) Landlord here!n consents to the Assignment of the above referenced lease
to VISTA LASER CENTERS OF THE SOUTHWEST, INC (Assignee). Tenant agrees that
this assignment shall not relieve Tenant of any responsibility for payment or
performance of the terms, covenants and conditions of the lease in the event
of Assignee's default on the lease agreement.
2) VISTA LASER CENTERS OF THE SOUTHWEST, INC agrees to be fully bound to
Lessor to perform all covenants, conditions and payments in regards to the
lease.
3) The assignment of this lease shall not be deemed a consent to any
subsequent assignment of the lease.
AGREED:
LANDLORD: /s/ C.N. Ray
----------------------------
Evergreen Trust, DBA;
Evergreen Corporate Center
TENANT: /s/ J. Charles Casebeer
----------------------------
Northern Arizona Eye Clinic, Inc.
ASSIGNEE: /s/ J. Charles Casebeer
----------------------------
VISTA LASER CENTERS OF THE SOUTHWEST, INC.
SCOTTSDALE MUNICIPAL AIRPARK NO. 7
OFFICE LEASE
BY THIS LEASE, made and entered into this 28th day of December, 1992,
parties hereto declare, covenant and agree as follows:
1. BASIC LEASE TERMS
1.1 The following terms shall have the meanings set forth below and in
Section 1.2 for purposes of this Lease and shall be given such meanings
wherever said terms appear in this Lease, unless the context requires
otherwise, subject to such adjustments, restrictions and qualifications as are
expressly set forth herein:
Landlord: Evergreen Corporate Center
15100 N. 78th Way, Suite #200
Scottsdale, Arizona 85260
Tenant: Northern Arizona Eye Clinic
15100 N. 78th Way, Suite #100
Scottsdale, Arizona 85260
Building: The improvement designated in Exhibit "A", commonly known as
Evergreen Corporate Center, and located at 15100 North 78th
Way, Scottsdale, Arizona, consisting of two story building
comprising approximately 17,390 square feet of gross
building area.
Premises: Suite #100, more particularly indicated on the floor plan
attached hereto as Exhibit "B".
Net Rentable
Area Premises: Approximately 3,254 square feet, consisting of approximately
2,916 square feet of floor space as indicated on the floor
plan of the Premises and approximately 338 square feet of
allocable common areas, calculated as described in Section
1.2.
Net Rentable
Area: Approximately 16,935 square feet (consisting of
approximately 15,175 square feet of tenant floor space and
approximately 1,760 square feet of common areas), calculated
as more particularly described in Section 1.2.
<PAGE>
Tenant's Proportionate
Share (Net Rentable
Area of Premises,
Divided by Net Rentable
Area of Building): = 19.22% for each calendar year. With any calendar
year of which the Lease Term constitutes only a part,
the Tenant's Proportionate Share shall equal the
product of the foregoing percentage amount times a
fraction, the numerator of which is the number of
months (rounded upwards to the next whole number if
the Lease Term begins or concludes in the middle of a
month) during such calendar year in which the Lease
Term was in existence & the denominator of which is
12.
Minimum Monthly Rent: Months 1 - 3 See Addendum
Months 4 - 12 @ $3,525 ($13.00/SF)
Months 13 - 24 @ $3,796 ($14.00/SF)
Months 25 - 36 @ $4,067 ($15.00/SF)
Months 37 - 48 @ $4,699 ($16.00/SF)
Months 49 - 60 @ $4,699 ($16.00/SF)
The minimum monthly rent shall be subject to adjustment as provided in
Paragraph 5.2 herein.
Commencement Date: January 1, 1993
Lease Term: 60 months
Security Deposit: $3,500
1.2 CALCULATION OF NET RENTABLE AREA
For purposes of this Lease, the following net rentable area shall be
determined as follows:
(i) Net rentable area on single tenancy floor shall be
determined by measuring from the inside surface of the glass on the
exterior walls to the inside surface of the glass on the opposite
exterior wall and shall include all areas within the outside walls
excluding vertical penetrations such as building stairs, fire towers,
elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts.
Vertical penetrations which are for the specific use of Tenant, such as
special stairs or elevator shall be included as Net Rentable Area. No
deductions from Net Rentable Area will be made for columns or
projections necessary to support the Building and/or other common areas
used to benefit Tenant;
-2-
<PAGE>
(ii) Net Rentable Area for partial floors shall include all space
within the demised premises (measured from the midpoint of the demising
walls and, in the case of exterior walls, measured as set forth in (i)
above, excluding vertical penetrations such as building stairs, fire
towers, elevator shafts, flues, vents, stacks, pipe shafts, and vertical
ducts, plus Tenant's proportionate share (excluding single tenancy
floors) of the common areas within the Building such as lobbies,
corridors, toilet and mechanical rooms, telephone and electrical
closets, and service areas in the Building. Vertical penetrations
which are for the specific use of the Tenant such as special stairs or
elevators shall be included as Net Rentable Area.
(iii) In determining the Net Rentable Area of the Building, all
common areas within the Building and all areas devoted to Tenant storage
outside of the Building shall be included. In computing the Net
Rentable Area of the Premises, there shall be included a pro rate share
of all Common Areas within the Building and a pro rata share of any
storage areas available for Tenants.
2. PREMISES
For and in consideration of the agreement of the Tenant to pay the
rental and other sums provided for herein and to perform the terms, covenants
and conditions on its part required hereunder, Landlord hereby leases the
Premises to Tenant and Tenant hereby leases the Premises from Landlord.
Tenant's right to use the Premises shall include the non-exclusive right to
use such common areas within and appurtenant to the Building, including,
without limitation and as and if available, lobbies, hallways and washroom
facilities as Landlord shall designate, from time to time, subject to the
terms and conditions of this Lease. Tenant hereby affirmatively and expressly
waives any implied warranties in connection with the Premises and agrees to
rely solely upon those representations and warranties expressly set forth in
this Lease. Landlord reserves the right from time to time to change, reduce,
eliminate or relocate any of said common areas. Landlord expressly reserves
the use of the outside walls and roof of the Building and the air space above
the Building. Tenant has no right to light or air over any premises adjoining
the Building.
3. CONSTRUCTION OF LEASEHOLD IMPROVEMENTS
See addendum.
-3-
<PAGE>
4. LEASE TERM
4.1 The date specified in Section 1 upon which the Lease Term shall
commence is the Commencement Date. In the event Landlord is, for any reason
other than delay principally caused by or attributable to Tenant,its agents
or contractors, unable to deliver possession of the premises to Tenant on the
Commencement Date, this Lease shall nevertheless continue in full force and
effect and Landlord shall have no liability as a consequence of any such
delay; provided, however, that rents otherwise payable hereunder shall abate
for the period between the Commencement Date an the date of substantial
completion of any improvements to the premises in accordance with Section 3
above and tender of the premises by Landlord for Tenant's occupancy
("Possession Date"). There shall be no abatement of rent if delivery of
possession of the premises by Landlord to Tenant is principally caused by or
attributable to Tenant, its agents or contractors, and in such event the
Commencement Date shall be deemed the Possession Date, and Landlord shall
deliver the Premises to Tenant as soon thereafter as is reasonably
practicable.
4.2 If the Possession Date occurs on a date subsequent to the
Commencement Date, the parties shall execute and initial the Memorandum of
Possession Date set forth above. In the event Landlord shall deliver and
Tenant shall accept possession of the Premises prior to the Commencement Date,
the provisions of this Lease shall be applicable, and all rents shall be
payable during such period prior to the Commencement Date, but the
Commencement Date shall not otherwise be affected by such prior possession.
All rents payable hereunder for a fractional calendar month shall be prorated
on a per diem basis, calculated on the basis of a thirty (30) day month.
5. RENTAL PAYMENTS
5.1 Throughout the Lease Term, Tenant agrees to pay Landlord at such
place as Landlord may designate, without prior demand therefore and without
any deduction or set-off whatsoever, in lawful money of the United States of
America:
(a) The Minimum Monthly Rent, in advance, on or before the first
day of each calendar month during the Lease Term. Upon execution of this
Lease, Tenant agrees to pay Landlord the Minimum Monthly Rent for the 1st full
calendar month of the Lease Term; and,
(b) All excise, sales, use, rental, and/or transaction privilege
taxes levied or imposed, or hereafter levied or imposed, against or on account
of any or all amounts payable hereunder by Tenant or the receipt thereof by
Landlord (except Landlord's income
-4-
<PAGE>
if any), said taxes to be paid together with the Minimum Monthly Rent, or as
the Landlord may designate.
5.2 Tenant also agrees to pay, as additional rent, the amounts
required by Section 7 hereof.
6. SECURITY DEPOSIT
6.1 Upon occupancy of the Premises Tenant shall deposit with Landlord
the Security Deposit, which sum shall be held by Landlord, without obligation
for interest, as security for the performance of Tenant's covenants and
obligations under this Lease. The Security Deposit is not an advance rental
deposit nor a measure of Landlord's damages in the event of Tenant's default.
Upon the occurrence of any event of default by Tenant, Landlord may, from time
to time, without prejudice to any other remedy provided herein or by law or
equity, use and apply all or any portion of the Security Deposit to the extent
necessary to remedy any arrears of rent or other expense or liability caused
by such event of default. Tenant shall pay to Landlord on demand any amount
so applied by Landlord in order to restore the Security Deposit to its
original amount.
6.2 Prior to the time when Tenant is entitled to the return of the
Security Deposit, Landlord shall not be required to segregate such deposit
from other funds of Landlord, and may use the Security Deposit for such
purposes as Landlord may determine. The Security Deposit shall be returned to
Tenant (or, at Landlord's sole election without liability to or recourse by
Tenant, to the last approved assignee, if any, of Tenant's interest hereunder)
upon the expiration of the Lease Term and delivery of possession of the
Premises to Landlord, if at such time, Tenant has performed and complied with
all of the terms, covenants and conditions of this Lease. In the event of
the termination of Landlord's interest in this Lease, Landlord shall transfer
said deposit to Landlord's successor in interest, whereupon Tenant shall
release Landlord from all liability for the return of such deposit or the
accounting therefore.
7. BUILDING OPERATING COSTS
7.1 For purposes hereof:
(a) "Building Operating Costs" shall mean those costs and
expenses incurred or paid by Landlord or Landlord's agents with respect to the
operation and maintenance of the Building which, in accordance with the
accounting method used by Landlord on a consistent basis, as applied to the
operation and maintenance of the Building, are properly chargeable to the
operation and maintenance of the Building, including, without limitation:
-5-
<PAGE>
(i) all real property taxes and special assessments levied
upon the Building and all appurtenant real property and improvements of
Landlord and all personal property taxes levied on equipment, fixtures, and
other property of Landlord located in the Building and used in connection with
the operation thereof;
(ii) all labor costs involved in the normal
operation and maintenance of the Building;
(iii) costs of utilities, telephone service to the building
and refuse removal;
(iv) costs of insurance maintained by Landlord with respect
to the Building and Landlord's personal property used in connection therewith;
(v) costs of janitorial, window cleaning and other
cleaning contracts and services;
(vi) costs relating to the operation and maintenance of
all parking areas, service areas, walkways and landscaping, and any common
areas within or appurtenant to the Building;
(vii) a management fee, not to exceed prevailing market
rates.
Building Operating Costs shall not include roof repairs or replacement, the
costs of major structural repairs or extraordinary maintenance, expenses for
which Landlord is reimbursed or indemnified (whether by an insurer, condemnor,
tenant or otherwise), interest or amortization payments on any encumbrance, or
overhead and administrative costs by Landlord not directly incurred in the
operation and maintenance of the Building, except as may be otherwise
specifically set forth herein.
(b) "Fixed Operating Costs" shall mean all Building Operating
Costs which would have been incurred by Landlord with respect to the Building
regardless of whether Tenant or any other tenants occupied the Building.
"Variable Operating Costs" shall mean all Building Operating Costs which are
not Fixed Operating Costs. Building Operating Costs shall be characterized
as Fixed Operating Costs or Variable Operating Costs by Landlord's accountant
in accordance with principles formulated by Landlord's accountant in
accordance with this provision and consistently applied. Such
characterization of Building Operating Costs shall be conclusive and binding
on Tenant.
(c) "Landlord's Contribution" shall mean that amount which shall
equal, with respect to each calendar year, the product
-6-
<PAGE>
of (i) six dollars ($6.00), (ii) the Net Rentable Area of the Building.
Landlord shall, with respect to each calendar year, pay Building Operating
Costs in an amount not to exceed the Landlord's Contribution for such calendar
year. The Landlord's Contribution shall be allocated first to Fixed
Operating Costs and then to Variable Operating Costs.
(d) "Reimbursement Amount" shall mean that amount, if any, by
which the actual Building Operating Costs incurred by Landlord in any given
calendar year exceed the Landlord's contribution for such calendar year.
(e) "Tenant's Variable Share" shall mean that fraction, the
numerator of which is the Net Rentable Area of the Premises occupied by the
Tenant during each calendar year and the denominator of which is the Net
Rentable Area of the Building, as such fraction shall be determined by the
Landlord or its agents. For purposes of computing the fraction described in
the preceding sentence, the Landlord may compute the numerator and denominator
of such fraction by using a weighted average method selected by the Landlord
and consistently applied. Consistent with a weighted average method,
adjustments may be made to (i) the numerator of said fraction to reflect for
each calendar month in the relevant calendar year, the highest amount of Net
Rentable Area of the Premises occupied by the Tenant at any time during each
such calendar month; and to (ii) the denominator by taking the highest Net
Rentable Area of the Building.
7.2 Landlord and Tenant hereby acknowledge that the Minimum Monthly
Rent provided for hereunder has been determined based upon the assumption that
the actual Building Operating Costs received by Landlord will approximate the
Landlord's Contribution. Accordingly, Tenant hereby agrees to pay Landlord,
with respect to each calendar year, an amount equal to the sum of (i) Tenant's
proportionate Share of the amount, if any, by which the Fixed Operating
Expenses for such calendar year exceed Landlord's Contribution for such year,
plus (ii) Tenant's Variable Share of the amount, if any, by which the
Reimbursement Amount exceeds the amount of Variable Operating Costs described
in clause (i) above. In computing the amounts under this Section 7.2, the
Landlord's Contribution shall be allocated as described in Section 7.l(c).
7.3 The amount of payments to Landlord provided pursuant to Paragraph
5.2 above shall be computed annually on a calendar year basis, provided,
however, that Landlord may, prior to the beginning of any calendar year,
estimate the amount of such reimbursement to which the Landlord will be
entitled from Tenant for such calendar year and notify Tenant in writing of
such amount. If Landlord provides Tenant with such notification, Tenant shall
pay to Landlord on a monthly basis together with the Minimum Monthly Rent an
amount which shall equal the quotient obtained by dividing the amount
-7-
<PAGE>
stated in such notice by the number of payments of Minimum Monthly Rent that
Tenant is obligated to make pursuant to this Lease during the calendar year to
which the written notification relates.
7.4 Unless delayed by causes beyond Landlord's control, not later than
March 31st of each year during the Lease Term (and the year immediately
following expiration of the Lease Term), Landlord shall provide Tenant with a
statement of: (a) the Reimbursement Amount, (b) the portion of the
Reimbursement Amount for which Tenant is obligated pursuant to Section 7.2,
and (c) a statement showing the difference between the amounts paid by Tenant,
if any, pursuant to Section 7.3, and the portion of the Reimbursement Amount
for which Tenant is obligated. Tenant shall pay to Landlord any deficiency
disclosed by such statement, and any overage shall be credited by Landlord to
any other amounts owed by Tenant under this Lease or refunded to Tenant. In
the event of the nonpayment of any amounts due hereunder, Landlord shall have
with respect thereto all rights and remedies herein provided in the event of
nonpayment of rent.
8. TAXES ON PERSONAL PROPERTY
Tenant shall pay prior to delinquency, all taxes levied upon
fixtures, furnishings, equipment, and all other personal property belonging to
Tenant and placed on the Premises by Tenant. In the event any of Tenant's
fixtures, furnishings, equipment and other personal property shall be assessed
and taxed with Landlord's real property, Tenant shall pay to Landlord its
share of such taxes within twenty (20) days after delivery to Tenant by
Landlord of a statement in writing setting forth the amount of such taxes
applicable to Tenant's property. When possible, Tenant shall cause said
fixtures, furnishings, equipment and other personal property to be assessed
and billed separately from the real property of Landlord.
9. ALTERATIONS, ADDITIONS AND IMPROVEMENTS
9.1 Following the completion of the initial improvements of the
Premises in accordance with the provisions of Section 3 hereof, Tenant shall
not make, or allow to be made, any alterations, additions or improvements to
the Premises without the prior written consent of Landlord, which shall not be
unreasonably withheld.
9.2 (a) Any approved alterations, additions or improvements to the
Premises shall be surrendered by Tenant as part of the Premises, without
disturbance or injury, upon the expiration or earlier termination of this
Lease, unless Landlord designates in writing that such alterations, additions
or improvements shall be removed. If requested by Landlord, upon expiration
or earlier termination of this Lease, Tenant shall, at its sole cost and
-8-
<PAGE>
expense, remove any such alterations, additions or improvements made by Tenant
and designated by Landlord for removal, and restore the Premises to their
original condition, normal wear and tear excepted.
(b) In the event of any injury or damage to the Premises
resulting from the removal by Tenant of any alterations, additions or
improvements, or fixtures, equipment and furnishings pursuant hereto, Tenant
shall promptly repair the same, at its sole cost and expense, in a good and
workmanlike manner, or at Landlord's election, shall pay to landlord an amount
sufficient for Landlord to repair same or to compensate Landlord for such
injury or damage to the Premises.
9.3 Tenant shall keep the Premises and the Building free from any
liens arising from work performed, materials furnished or obligations incurred
by Tenant and shall indemnify, hold harmless and defend Landlord from any
liens and encumbrances arising from any work performed or materials furnished
by or at the direction of Tenant.
10. USE
10.1 Tenant shall use the Premises for office purposes, eye examination
and surgery and other related uses, and for no other purpose.
10.2 Tenant shall not use, occupy, suffer or permit any use of the
Premises which would (i) violate any law, ordinance, or regulation; (ii)
constitute a nuisance; (iii) in any way increase the rate of fire insurance
or other insurance on the Building or limit any portion of the coverage
thereunder; or in any way obstruct or interfere with the rights of other
tenants. If any such increase or limitation of coverage is stated by any
insurance company or by the applicable insurance rating bureau to be due to
any use or occupancy of the Premises, such statement shall be conclusive upon
Tenant, subject to Paragraph 32, and Tenant shall be liable for any increase
and shall reimburse Landlord on demand therefor. No vending machines shall be
permitted or installed in the Premises without the prior written consent of
Landlord.
11. CARE OF PREMISES
Tenant shall: (i) maintain the Premises in clean and sanitary
condition; (ii) maintain the Premises in as good condition and repair as they
were in at the commencement of the term of this Lease, reasonable wear and
tear and damage from fire and other casualty for which insurance is normally
procured excepted; (iii) not commit waste on the Premises, throw foreign
substances in plumbing facilities, or waste any of the utilities furnished by
Landlord; and (iv) not obstruct entries, halls, elevators,
-9-
<PAGE>
stairways, lavatories or other common areas, and not use the same for anything
other than their intended purposes.
12. PARKING
12.1 Tenant shall be provided three (3) covered, reserved parking
spaces to be selected by Landlord.
12.2 Tenant shall be entitled to park in common with other tenants of
the Building in those areas designated for nonreserved tenant parking.
Tenant agrees to cooperate with Landlord and other tenants in the use of the
Parking facilities. Landlord reserves the right, in its absolute discretion,
to determine whether parking facilities are becoming crowded and, in such
event, to allocate parking spaces among Tenant and other tenants. No storage
of vehicles or parking for more than seventy-two (72) hours shall be allowed
without Landlord's prior written consent. Tenant and its employees will
refrain from parking in areas designated by Landlord from time to time as
visitor parking. Landlord reserves the right to remove or tow any vehicles
which are or appear to be illegally or improperly parked, or abandoned, and
Tenant agrees to indemnify Landlord from and against any and all claims as a
result of such removal or towing, said indemnification to be in Tenant's
Proportionate Share (as described herein) to the full indemnification
required.
13. INSURANCE
13.1 (a) During the entire Lease Term, Tenant shall, at its sole cost
and expense, procure and maintain: (i) comprehensive general public
liability insurance against claims for personal injury, death and property
damage occurring upon, in or about the Premises, with a combined single limit
of not less than $1,000,000; (ii) fire and extended coverage, vandalism,
malicious mischief, and special extended perils (all risk) insurance in an
amount not less than the full cost of replacement of improvements by Tenant on
the Premises and all of Tenant's personal property, inventory, decorations,
trade fixtures, furnishings, equipment and other contents in the Premises.
(b) All such policies of insurance shall name both Landlord and
Tenant as insureds (and/or such other party or parties as Landlord may
require) and shall be issued by insurance carriers acceptable to Landlord.
Tenant agrees to furnish Landlord, on or before the Commencement Date, with
certificates of insurance showing that insurance meeting the requirements
hereof has been obtained and fully paid for by Tenant, and Tenant shall obtain
a written commitment from each insurance carrier to notify Landlord in writing
least ten (10) days prior to any cancellation, expiration or modification
thereof.
-10-
<PAGE>
13.2 Notwithstanding the provisions of this Section 13, Tenant and
Landlord each hereby waive any and all rights of recovery against the other,
or against the officers, employees, agents and representatives of the other,
for loss of or damage to such waiving party or its property or the property of
others under its control to the extent that such loss or damage is insured
against under any insurance policy in force at the time of such loss or
damage, but only to the extent that such insurance policies permit such
waiver.
14. UTILITIES AND SERVICE
14.1 Landlord shall furnish to the Premises between the hours of 7:00
a.m. and 10:00 p.m. Monday through Friday and between the hours of 8:00 a.m.
and 5:00 p.m. on Saturday, except legal holidays, the following services:
(a) Air conditioning, heating and ventilation, subject to
prudent energy conservation practices and the availability of energy
resources;
(b) Electric current for normal lighting purposes and operation
of small business or medical machines such as typewriters, adding machines,
small copying machines, small copying machines and calculators;
(c) Usual janitorial and maintenance service, including
vacuuming and sweeping of floors, dusting, emptying of wastebaskets, and
replacement of fluorescent tubes in the standard lighting fixtures installed
in the Premises by Landlord. Landlord shall also maintain and keep lighted
the common entries and toilet rooms in the Building;
(d) Elevator service; and
(e) All water service to the Building, subject to the imposition
of mandatory use or quantity limitations by applicable governmental agencies
or authorities.
14.2 Tenant shall not, without the written consent of Landlord, use any
apparatus or device in the Premises other than those business machines
referred to above, that will in any way increase the amount of electricity or
water usually furnished or supplied for use of the Premises as general office
space, or that will materially affect the temperature otherwise maintained by
the air conditioning system. Landlord may cause an electric current or water
meter to be installed in the Premises to measure the amount of electric
current or water consumed for any such additional use, and shall have the
right to install any machinery and equipment which Landlord reasonably deems
necessary to restore temperature balance, including, without limitation,
modifications to the standard air
-11-
<PAGE>
conditioning equipment, with the costs of such installation and any additional
cost of operation and maintenance occasioned thereby to be paid by Tenant.
14.3 If Landlord provides electrical power in excess of normal office
usage levels in order for Tenant to operate any heat generating data
processing or other equipment requiring extra electrical power, and the
Premises are not separately metered, or if Landlord provides any other utility
or service which is in excess of that contemplated for routine office
purposes, including additional cooling necessitated by Tenant's equipment,
Landlord shall reasonably determine the cost of such additional power or
additional utility or service, and Tenant shall pay the cost thereof on a
monthly basis to Landlord within ten (10) days after invoice. Tenant, at its
cost and expense, shall provide telephone service to the Premises, and Tenant
shall pay all charges for said telephone service.
14.4 Landlord shall in no event be liable for any interruption or
failure of utility services on the Premises, nor for any reduction of energy
consumption within the Premises as required by any mandatory or voluntary fuel
or energy allocation or conservation statute, regulation, order or program,
nor shall this lease be affected thereby.
15. MAINTENANCE AND REPAIR
15.1 Subject to the provisions of Section 14 and Section 17 hereof,
Landlord shall repair and maintain the Building structures and public areas,
and all Building systems and equipment such as plumbing, electrical, heating,
air conditioning and ventilating.
15.2 Tenant agrees to make all repairs to the Premises not required to
be made by Landlord and perform all redecorating, remodeling, alterations, and
painting required by Tenant and permitted by Landlord during the Lease Term.
Tenant shall pay for any repairs to the Premises or the Building resulting
from any misuse or neglect of Tenant, or its employees or invitees (as, by way
of example and not as a limitation, excessive wear to carpeted areas resulting
from Tenant's failure to use appropriate carpet, casters or floor mats).
Tenant shall maintain the Premises in a safe, clean, neat and sanitary
condition.
16. LIABILITY
16.1 Tenant shall indemnify and hold Landlord harmless from any and all
claims arising from Tenant's use of the Premises or the conduct of its
business or from any activity engaged in or permitted by Tenant on or about
the Premises, and shall further indemnify and hold Landlord harmless from any
and all claims arising from any
-12-
<PAGE>
breach or default in the performance of any obligation of Tenant under this
Lease, or arising from any act or negligence of Tenant, or of its agents or
employees, and from all costs, attorneys' fees, expenses and liabilities
incurred by Landlord as a result of any such claim or action or proceeding
brought thereon. The foregoing shall not be deemed to release or waive any of
Tenant's rights or remedies against Landlord for damage or injuries caused to
persons or property resulting from Landlord's negligence or willful
misconduct.
16.2 Landlord shall not be liable for injury to Tenant's loss of income
therefrom or for damage that may be by the person or property of Tenant, its
employees, invitees, customers, agents or contractors or any other tenant of
the Building or other person in or about the Premises, caused by or resulting
from fire, steam, electricity, gas, water or rain, which may leak or flow from
or into any part of the Premises, or from the breakage, leakage, obstruction
or other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Building,
except to the extent such damage or injury is caused by Landlord's failure to
make necessary repairs for which it is responsible within a reasonable time
from the receipt of notice from Tenant of the necessity therefor. Tenant
shall give immediate notice to Landlord in the event of fire or accident to or
defect in the Premises or the Building or any of its fixtures, appurtenances
or equipment, and shall cooperate with Landlord and the insurance carrier in
processing any insurance claim.
16.3 Landlord's liability for loss resulting from its failure, by
negligence or otherwise, to comply with any federal, state or local laws,
ordinances or regulations shall be and hereby is expressly limited to the
costs of remedying, repairing, replacing or removing any objects, hazards or
structures deemed to be in violation of any such laws, ordinances or
regulations, and Landlord shall not be liable for any other incidental or
consequential damages suffered or incurred by Tenant, its agents or employees
as a result thereof. Landlord shall have a reasonable time, after receiving
written notice of any such violation from Tenant or any other party, to remedy
such violation. The existence of any such violation and the necessary time to
correct same shall not constitute grounds for constructive eviction or breach
of any implied or express warranty, except to the extent such damage or injury
is caused by Landlord's failure to make necessary repairs for which it is
responsible within a reasonable time from the receipt of notice from Tenant of
the necessity therefor.
-13-
<PAGE>
17. DAMAGE OR DESTRUCTION
17.1 In the event all or substantially all of the premises or the
Building are destroyed by fire or any other casualty so as become
untenantable, Landlord may elect to terminate this Lease as of the date of
such damage or destruction, by notice to Tenant within thirty (30) days
thereafter. In the alternative, Landlord in its sole discretion may elect to
repair or rebuild the Premises or the Building as promptly as possible at the
expense of Landlord. In the event Landlord elects to so repair or rebuild but
fails to substantially complete such repair or rebuilding within one hundred
eighty (180) days after such damage or destruction occurs (extended for delays
due to causes beyond the control of Landlord), then either party may
thereupon terminate this Lease by notice to the other party no later than ten
(10) days after expiration of said one hundred eighty (180) day period or
extension thereof. If the Premises or the Building shall be partially damaged
or injured by fire or other casualty, Landlord shall promptly repair or
rebuild the same. In connection with any repair or rebuilding by Landlord
hereunder, should there be a substantial interference with Tenant's use of the
Premises, Tenant shall be entitled to a proportionate reduction of Minimum
Monthly Rent while such repairs are being made, be based upon the extent other
effects resulting from the casualty shall interfere with the business
conducted by Tenant in the Premises; provided, however, that rent shall not
abate if such damage was caused by Tenant, its agents, employees and invitees,
and further provided that Tenant shall not be permitted to terminate this
Lease except as set forth herein.
17.2 Notwithstanding anything contained herein to the contrary, in the
event the holder of any indebtedness secured by a mortgage or deed of trust
covering the Premises requires that the insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant, whereupon all rights and
obligations hereunder shall cease and terminate. No damages, compensation or
claim shall be payable by Landlord to Tenant for inconvenience, loss of
business or annoyance from any repair or rebuilding of any portion of the
Premises or the Building or from the termination of this Lease pursuant to
this Section 17.
18. CONDEMNATION
If all or any part of the Premises or the Building shall be taken
for public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or consent sale in lieu thereof,
and such taking renders the Premises untenantable for Tenant's business, this
Lease shall terminate as of the date of transfer of possession of the Premises
or the Building,
-14-
<PAGE>
as the case may be, is transferred to the condemning authority. In the event
of any condemnation, Tenant shall have no claim against Landlord or the
condemning authority for the value of any unexpired term of this Lease. All
compensation or damages awarded for such taking or transfer shall belong to
and be the property of Landlord, except for any specific award to Tenant for
fixtures and improvements installed by Tenant at its expense.
19. SALE BY LANDLORD
Landlord may sell, transfer, assign or otherwise dispose of the
Premises, the Building, and any and all real or personal property appurtenant
thereto, or this Lease, or any part thereof or interest therein at any time
without the consent of Tenant. Upon such sale, transfer, assignment or
disposal of all its interest in the Premises, the Building or this Lease,
Landlord shall be relieved of all obligations hereunder on the condition that
Landlord's successor-in-interest shall expressly assume such obligations.
This Lease shall not be affected by any such sale, transfer, assignment or
disposal of Landlord's interest and Tenant agrees to attorn to Landlord's
purchaser or assignee.
20. ASSIGNMENT AND SUBLETTING
20.1 Tenant shall not assign, transfer, mortgage, pledge, hypothecate
or encumber this Lease, or any interest therein, and shall not sublet the
leased premises or any part thereof, or any right or privilege appurtenant
thereto, or suffer any person (except the agents and servants of Tenant) to
occupy or use the leased premises, or any portion thereof, without first
obtaining the written consent of Landlord, which consent may not be
unreasonably withheld.
20.2 Any consent obtained hereunder to one such assignment, subletting,
occupation, or use by any other person shall not be deemed to be a consent to
any subsequent assignment, subletting, occupation or use by another person,
nor shall such consent be deemed a waiver by Landlord of Landlord's right to
withhold its consent as provided hereunder as to any subsequent assignment,
subletting, occupation or use by another person.
20.3 Any assignment or subletting permitted hereunder shall expressly
provide, and shall be permitted solely upon the condition that, the assignee
or sublessee, as the case may be, shall be fully bound to Landlord, its
successors or assigns, by full privity of contract, as well as by privity of
estate; and that each such assignee or sublessee shall be fully bound to
perform all covenants of this Lease; and that no subsequent assignment,
subletting, occupation or use shall relieve Tenant or any prior or earlier
assignee or sublessee of its contractual obligations as described herein to
Landlord.
-15-
<PAGE>
20.4 Any assignment, transfer, mortgage, pledge, hypothecation or
encumbrance of this Lease, without the consent required and described herein,
shall be void, and not voidable, and shall at the sole option of Landlord
terminate this Lease.
20.5 This Lease shall not, nor shall any interest therein, be
assignable as to any interest of Landlord by operation of any law, without the
written consent of Landlord, which consent may be withheld for any reason in
Landlord's sole discretion.
20.6 Tenant shall pay Landlord's reasonable attorneys' fees in
connection with giving the consent required and described herein.
20.7 If Tenant or any assignee or sublessee assigns this Lease sublets
the Premises or any portion thereof for a rental (or pro rata rental if only a
portion of the Premises is sublet) greater than that paid to Landlord
hereunder, such excess shall be paid to Landlord as received.
21. ESTOPPEL CERTIFICATE
21.1 Tenant shall within twenty (20) days following any written request
from Landlord, execute, acknowledge and deliver to Landlord a written
statement certifying: (a) that this Lease is in full force and effect and
stating the nature of any modification hereto; (b) the dates to which the
rentals and other charges are paid in advance, if any; (c) there are not, to
Tenant's knowledge, any defaults on the part of Landlord hereunder, or
specifying such defaults if they are claimed; and (d) such other matters as
may reasonably be requested by Landlord. Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion of the
Building or the Premises. Tenant's failure to deliver such statement within
such time shall be conclusive upon Tenant (a) that this Lease is in full force
and effect, without modification except as may be represented by Landlord, (b)
that there are no uncured defaults in Landlord's performance, and (c) that not
more than one month's rent has been paid in advance.
21.2 Prior to execution of this Lease, or if Landlord desires to
finance or refinance the Building or any part thereof, Tenant, hereby agrees
to deliver to Landlord or to any lender designated by Landlord, such financial
statements of Tenant as may be reasonably required by landlord or such lender,
to be received by Landlord in confidence and used only for the purpose of
evaluating Tenant's financial condition. In addition, Tenant will not
unreasonably withhold its consent to any modifications to this Lease required
as a condition to such financing; provided, however, that such modifications
do not increase the obligations of Tenant hereunder or materially adversely
affect the leasehold interest hereby created.
-16-
<PAGE>
22. DEFAULT OF TENANT
22.1 If Tenant should fail to pay any part of the rentals herein
provided, or any other sum required by this Lease to be paid to Landlord at
the time or in the manner provided herein, for a period of twenty (20) days
after receipt by Tenant of written notice from Landlord, or if default should
be made in any of the other covenants, terms or provisions to be performed by
Tenant hereunder and such default should continue for a period of forty-five
(45) days following receipt of written notice thereof from Landlord to Tenant,
or should Tenant's interest herein be terminated or assigned by operation of
law or otherwise, including, without limitation, the filing of a petition by
or against Tenant (or any member of Tenant if Tenant is a partnership or joint
venture) under any insolvency or bankruptcy act, or should Tenant make a
general assignment for the benefit of creditors, or if Tenant should become
insolvent, or if Tenant should vacate or abandon the Premises, Landlord shall
have all rights and remedies it may have hereunder or at law or in equity.
22.2 In the event Landlord shall fail to receive any installment of
rent or any other sum due hereunder within ten (10) days after such payment is
due, Tenant shall pay to Landlord a late charge in an amount equal to twenty
percent (20%) of such payment; and the failure to pay such sums due and the
late charge as described herein, within twenty (20) days after written demand
therefor shall be an event of default hereunder. The provision for such late
charge shall be in addition to all of Landlord's other rights and remedies
hereunder or at law, and shall not be construed as liquidated damages or as
limiting Landlord's remedies in any manner.
22.3 No act or conduct of Landlord, whether consisting of the
acceptance of the keys to the Premises, or otherwise, shall be deemed to be or
constitute an acceptance of the surrender of the Premises by Landlord prior to
the expiration of the term hereof, and such acceptance by Landlord of
surrender by Tenant shall only be effected, and must be evidenced, by written
acknowledgment of acceptance of surrender signed by Landlord. In the event
the Premises are relet at a rental which exceeds that owing from Tenant
herein, Tenant expressly agrees that Tenant, its successors, assigns and
representatives have no claim to or interest in the said profit, and that the
said profit is properly owing solely to Landlord as Landlord's agreed, stated
and liquidated fees, costs, expenses and compensation incurred or owing as a
result of Landlord's efforts in connection with the reletting of the leased
premises to mitigate Tenant's damages as a result of Tenant's default, but do
not constitute Landlord's liquidated damages of Tenant's whole default.
-17-
<PAGE>
23. DEFAULT BY LANDLORD
23.1 Landlord shall not be deemed to be in default under this Lease
until Tenant has given Landlord written notice specifying the nature of the
default which Landlord is obligated to cure, and Landlord has failed to cure
such default within thirty (30) days after receipt of such notice, provided
however, in the case of a default which cannot be cured with due diligence
within a period of thirty (30) days, Landlord shall have such additional time
to cure such default as may be reasonably necessary, provided Landlord
proceeds promptly and with due diligence to cure such default after receipt of
said notice.
23.2 Upon written request by Landlord, Tenant shall serve notice of any
alleged default or breach by Landlord under this Lease upon any mortgagee or
trust deed beneficiary of any realty mortgage or deed of trust of record
encumbering the Building or any part thereof. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for
in this Lease, then any lender or mortgagee shall have an additional thirty
(30) days within which to cure such default, or if such default cannot be
cured within that time, then such additional time as may be necessary if
within said thirty (30) days, such mortgagee has commenced and is diligently
pursuing the action necessary to cure such default (including, but not limited
to, commencement of foreclosure proceedings, if necessary to effect such
cure), in which event this Lease shall not be terminated while such remedies
are being so diligently pursued.
24. ACCESS BY LANDLORD
Landlord and Landlord's agents and representatives shall have the
right to enter into and upon the Premises at all reasonable time, including
before or after usual business hours, for the purpose of inspecting the
Premises, making repairs thereto, maintaining or adding any services to be
provided by Landlord or Tenant hereunder, performing any of the foregoing
functions with respect tenant space of common areas adjacent to the Premises,
or for any other lawful purpose. In addition, Landlord reserves the right,
during the final six (6) months of the Lease Term, to enter the Premises
during reasonable business hours and in a reasonable manner for the purpose of
showing the Premises to prospective tenants or purchasers, and to place on or
about the Premises appropriate signs indicating that the Premises are
available for sale or lease.
25. SUBORDINATION AND ATTORNMENT
Upon written request of the Landlord, and any Mortgagee or Deed of
Trust beneficiary of the Landlord, Tenant will, in writing,
-18-
<PAGE>
subordinate its rights hereunder to the lien of any Mortgage or Deed of Trust,
now or hereafter in force against the land or building of which the Premises
are a part and upon any building hereafter placed upon the land of which the
premises are a part, and to all advances made or hereafter to be made upon the
security thereof, so long as the document to be executed by Tenant provides
that if it is not in default hereunder, this lease shall remain in full force
and effect for the full term hereof.
In the event any proceedings are brought for foreclosure or in the
event exercise of the power of sale under any Mortgage or Deed of Trust made
by the Landlord covering the Premises, the Tenant shall attorn to the
purchaser upon any such foreclosure or Deed in lieu of the foreclosure or sale
and recognize such purchaser as the Landlord under this lease.
26. SURRENDER OF PREMISES AND HOLDING OVER
Except as provided hereinafter, upon the expiration or earlier
termination of this Lease, Tenant shall quit and surrender the Premises, in
good condition and repair (reasonable wear and tear excepted). If the
Premises are not surrendered at the end of the Lease Term, Tenant shall
indemnify Landlord against any loss or liability resulting from delay by
Tenant in so surrendering the Premises, including without limitation, any
claims made by any succeeding tenant based on such delay. If Tenant or any
successor-in-interest of Tenant, should remain in possession of the Premises
after the expiration of the Lease Term without executing a
If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God, strikes,
lockouts, labor disputes, civil disorder, inability to procure materials,
restrictive governmental laws or regulations or other cause without fault and
beyond the control of the party obligated (financial inability excepted),
performance of such act shall be excused for the period of delay; provided,
however, nothing in this Section 29 shall excuse Tenant from the prompt
payment of any rental or other charge required of Tenant hereunder except as
may be expressly provided elsewhere in this Lease.
30. BROKER'S COMMISSIONS
Tenant represents and warrants that there are no claims for
brokerage commissions or finder's fees in connection with this Lease
(excepting commissions or fees approved or authorized in writing by Landlord)
and agrees to indemnify Landlord against and hold it harmless from all
liabilities arising from such claims, including any attorneys' fees connected
therewith.
-19-
<PAGE>
31. RULES AND REGULATIONS
Tenant agrees to observe and comply with all Rules and Regulations
of the Building, reasonably imposed by Landlord from time to time for the
proper enjoyment, cleanliness, appearance, maintenance and reasonable use of
the Premises and the Building by all tenants and their agents, customers,
clients and employees. The existing Rules and Regulations are attached
hereto as Exhibit "G" and incorporated herein by this reference, and may be
supplemented, reasonably modified and amended from time to time, by Landlord
on reasonable notice to Tenant. Breach of such Rules and Regulations shall
constitute a default by Tenant entitling Landlord, upon written notice in
accordance with the provisions of Section 22 hereof, to exercise the remedies
contained therein for such default. Landlord shall use its best efforts to
secure compliance by all tenants and other persons with Rules and Regulations
from time to time in effect, but shall not be responsible to Tenant for
failure of any person to comply with such Rules and Regulations.
32. RIGHT TO CONTEST
32.1 After written notice to Landlord, Tenant may at its expense
contest by appropriate legal proceedings conducted in good faith the amount,
validity or application, in whole or in part, of any legal requirement, lien
or other adverse claim of a third party, provided: (a) Tenant shall not be
in default under this Lease; (b) Landlord shall not be subject to civil or
criminal liability for failure to comply with the legal requirement or adverse
claim in question; (c) Tenant shall have furnished security in the amount
required in such proceedings, if any, or in the amount reasonably requested by
Landlord, whichever is greater, it being understood that in the case of
claimed or potential liens the amount of the security shall be one hundred
percent (100%) of the amount of the claim or potential lien; and (d) Tenant
conducts the contest with due diligence. Upon the termination of any legal
proceeding hereunder, Tenant shall immediately comply with any decision, order
or judgment issued herein.
32.2 During the period Tenant conducts any contest in accordance with
this paragraph 32.1, Tenant shall be relieved from its obligations under this
Lease with respect to the legal requirement, lien or adverse claim in
question. Tenant agrees to indemnify, defend and save Landlord harmless from
and against any claim, liability or expense, including reasonable attorneys'
fees, resulting from any contest by Tenant.
33. MISCELLANEOUS
33.1 All notices and communications of any kind which either party to
this Lease may be required or desires to serve upon the
-20-
<PAGE>
other shall be in writing and served to Landlord and to Tenant by personal
service or by leaving a copy of such notice, demand or communication at the
appropriate address indicated in Section 1 hereof, whereupon such service
shall be deemed complete, or by mailing a copy thereof by certified or
registered mail, such services shall be deemed complete on the day of actual
delivery as shown by the addressee's receipt or at the expiration of the third
day of mailing, whichever first occurs. Either party may change its address
from time to time by giving written notice to the other.
33.2 This Lease shall be construed in accordance with and governed by
the laws of the State of Arizona. Any term or provision of this Lease which
now or hereafter is declared contrary to any law, order, ordinance or
requirement of any governmental authority, whether now in force or enacted or
promulgated in the future, or which is otherwise invalid, shall be deemed
stricken from this Lease without impairing the validity of the remainder of
this Lease.
33.3 Time is of the essence of this Lease. The terms and provisions
hereof shall be binding upon and inure to he benefit of the heirs, executors,
administrators, personal representatives, successors and assigns hereto. If
Tenant shall be more than one party, then the obligations imposed upon Tenant
hereunder shall be joint and several.
33.4 All rights and remedies of Landlord under this Lease shall be
cumulative and none shall exclude any other rights and remedies allowed by
law. No delay or omission of either party to exercise any right or power
arising from any default or an acquiescence therein. No waiver by either
party of the breach of any covenant of this Lease by the other party shall be
construed as a waiver of any preceding or succeeding breach of the same or any
other covenant or condition of this Lease, nor shall the acceptance of rent
during any period in which Tenant is in default in any respect, other than the
payment of rent, be deemed to be a waiver of such default by Landlord.
33.5 The captions appearing herein are for convenience only and are not
a part of this Lease nor do they limit or amplify any term or provision
herein. The terms and provisions hereof shall. apply without regard to the
number or gender of words and expressions used herein.
33.6 This Lease contains the entire understanding and agreement of the
parties hereto with respect to all matters referred to herein, and all prior
negotiations and understandings are superseded hereby and merged into this
Lease. No party hereto shall be liable or bound to any other party in any
manner or by any agreement, warranty, representation or guarantee except as
specifically set forth herein. This Lease may be amended or
-21-
<PAGE>
modified only by a written instrument signed by the parties hereto.
33.7 The relationship of the parties created by this agreement shall be
solely that of landlord and tenant and under no circumstances shall one party
be considered as partner, joint venturer, or agent of the other, provided that
this provision shall not affect the relationship of the parties pursuant to
any other agreement, including without limitation, Landlord's partnership
agreement.
33.8 Except as otherwise provided herein, any monies due from Tenant to
Landlord hereunder which are not paid when due shall bear interest at the
maximum rate permitted by law from the due date until paid, or eighteen
percent (18%) per annum if no such maximum rate is stated, but the payment of
such interest shall not excuse or cure any default by Tenant under this Lease.
The acceptance or endorsement by Landlord of any payment or check from Tenant
shall not be deemed an accord and satisfaction and shall not prejudice
Landlord's right to recover the balance of any amounts due under the terms of
this Lease, unless otherwise expressly agreed by Landlord in writing.
33.9 In the event of any legal action or proceeding brought by either
party hereto against the other arising out of this Lease, the prevailing party
shall be entitled to recover its actual attorneys' fees incurred in such legal
action or proceeding and such attorneys' fees shall be included in any
judgment rendered, as determined by the Court and not the jury, together
with such party's taxable costs and other chargeable expenses. In addition,
if any person shall institute an action against Tenant in which Landlord is
involuntarily and without cause made a party defendant, Tenant shall
indemnify, defend and save Landlord harmless from all liability by reason
thereof, including actual attorneys' fees and all costs incurred by Landlord
in such action.
33.10 Tenant shall not record this Lease without Landlord's prior
written consent, and such recordation shall, at the option of Landlord,
constitute a non-curable default of Tenant hereunder. The parties hereto
agree to executed, acknowledge and deliver such further documents as may be
necessary or proper to carry out the purpose and intent of this Lease and, in
this regard, either party shall, upon request of the other, execute,
acknowledge and deliver to the other a "short form" memorandum of this Lease
for recording purposes.
33.11 If Tenant is a corporation, each individual executing this Lease
on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of
-22-
<PAGE>
said corporation in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the bylaws of said.
34. ADDENDUM
An Addendum is attached and a part of this agreement.
The parties hereto have duly executed this Lease effective as of the day
and year first above written.
LANDLORD: TENANT:
/s/ Steve Welker /s/ Greg Hansen
- --------------------------- ---------------------------
Evergreen Corporate Center Northern Arizona Eye Clinic
Its Controller Its Admin NAEC
---------------------- -----------------------
-23-
<PAGE>
ADDENDUM
To Lease Agreement dated ____________, 1992 by and between Evergreen Corporate
Center and Northern Arizona Eye Center.
The following are included and a part of the lease agreement:
1) TENANT IMPROVEMENTS: Landlord shall provide for construction of
Tenant Improvements, with exact scope of improvements to be mutually agreed
between Landlord and Tenant. Landlord's total cost of Tenant improvements
shall not exceed $5,000 without further agreement between Landlord and Tenant.
Tenant may elect to proceed with Tenant Improvements with reimbursement upon
completion by Landlord. Said reimbursement shall not exceed $5,000. and all
of the Landlords contribution shall be utilized for actual improvements to the
leased premises (i.e. carpet, paint, lighting or modifications or
improvements). Improvements shall be provided by Licensed contractors and
subject to the written approval of the Landlord.
2) FINANCIAL REVIEW BY LANDLORD: Landlord reserves the right to review
suitable financial statements and corporation documents of the Tenant prior to
final execution of the lease agreement and construction of the Tenant
improvements.
3) RENT ABATEMENT: Monthly Rent shall be abated for months 1-3.
4) LEASE TERMINATION: In the event that City of Scottsdale Zoning
regulations should be changed and the Tenant's use not allowed under a
grandfathered use provision, Tenant may void this lease by providing
documentation of the Tenants use being non-conforming. Tenant shall extend
reasonable efforts to make the use conforming (i.e. - special use permits or
variance). Tenant shall reimburse landlord for all expenses incurred by
Landlord in regards to the lease including Landlords cost of Tenant
improvements, Real Estate commissions and rent abatements. These cost shall
be prorated by the length of tenants occupancy at the time of termination.
Tenant shall provide 60 days notice prior to exercising this right of
termination.
-24-
<PAGE>
5) SECOND RIGHT OF REFUSAL: Tenant shall have a Second Right of
refusal, subordinate to an existing First right by USA Communications, Inc.
for contiguous space in the building. Tenant shall have the right to match
any bona fide offer to lease which is deemed acceptable to Landlord. Tenant
shall have 15 Days from receipt of said offer to exercise this right of
refusal.
6) EXISTING LEASE ON SUITE 207: Landlord and Tenant have previously
executed a lease on Suite 207 of the Evergreen Corporate Center. Landlord and
Tenant agree that upon full and binding execution of this lease agreement and
the depositing of any additional security deposit or rents, the previous
agreement shall be Null and Void. Furthermore, upon mutual execution and
depositing of funds, Landlord and Tenant shall execute a lease memorandum
which shall evidence the voiding of the previous lease agreement.
7) PRIOR LEASE ON SUITE 100: Tenant herein acknowledges that the
premises (Suite 100) is currently under lease and this lease agreement shall
be subject to Landlords obtaining a full release of the current Suite 100
lease obligation from the current Tenant (USA Print Cause Share Marketing) and
USA Print Cause Share Marketing execution of written agreement voiding the
existing lease. Said release to be obtained within 5 working days of
execution of this lease agreement.
LANDLORD: TENANT:
/s/ Steve Welker /s/ Greg Hansen
- --------------------------- ---------------------------
Evergreen Corporate Center Northern Arizona Eye Clinic
LANDLORD: TENANT:
/s/ C. N. Ray /s/ J. Charles Casebeer
- --------------------------- ---------------------------
Evergreen Corporate Center Northern Arizona Eye Clinic
-25-
<PAGE>
EXHIBIT C
Rules And Regulations
Attached to and forming a part of the AGREEMENT OF LEASE
1. SECURITY. Landlord may from time to time adopt appropriate
systems and procedures for the security or safety of the Project or Building,
any persons occupying, using or entering the same, or any equipment,
furnishings or contents thereof, and Tenant shall comply with Landlord's
reasonable requirements relative thereto. Landlord may refuse admission to
the Project or the Building outside or ordinary business hours to any person
not having a pass issued by Landlord or not properly authorized and may
require all persons admitted to or leaving the Project or Building outside of
ordinary business hours to register. All entrance doors in the Demised
Premises shall be left locked when the Demised Premises are not in use.
2. LOCKS. Landlord may from time to time install and change
locking mechanisms on entrances to the Building, common areas thereof, and the
Premises, and (unless 24-hour security is provided by the Building) shall
provide to Tenant a reasonable number of keys and replacements (at Tenant's
cost) therefor to meet the bonafide requirements of Tenant. In these rules
"keys" include any device serving the same purpose. Tenant shall not add to
or change existing locking mechanisms on any door in or to the Premises
-26-
<PAGE>
without Landlord's prior written consent. If, with Landlord's consent, Tenant
installs lock(s) incompatible with the Building master locking system:
(a) Landlord, without abatement of rent, shall be relieved of any
obligation under the Lease to provide any service to the affected
areas which require access thereto,
(b) Tenant shall indemnify Landlord against any expense as a result of
forced entry thereto which may be required in an emergency, and
(c) Tenant shall at the end of the term and at Landlord's request
remove such lock(s) at Tenant's expense.
3. RETURN OF KEYS. At the end of the Term, Tenant shall promptly
return to Landlord all keys for the Building and Premises which are in
possession of Tenant.
4. WINDOWS. Tenant shall observe Landlord's rules with respect to
maintaining window coverings at all windows in the Premises so that the
Building presents a uniform exterior appearance, and shall not install any
window shades, screens, drapes, covers or other materials on or at any window
in the Premises without Landlord's prior written consent. Tenant shall ensure
that window coverings are closed on all windows in the Premises while they are
exposed to the direct rays of the sun. No awnings or other projections over
or around the windows or entrances of the Demised Premises shall be installed
by any Tenant.
5. REPAIR, MAINTENANCE ALTERATIONS AND IMPROVEMENTS. Tenant shall
carry out Tenant's repair, maintenance, alterations and improvements in the
Premises only during times agreed to in advance by Landlord and in a manner
which will not interfere with the right of other tenants in the Building.
6. WATER FIXTURES. Tenant shall not use water fixtures for any
purpose for which they are not intended, nor shall water be wasted by
tampering with such fixtures. Any cost or damage resulting from such misuse
by Tenant shall be paid for by Tenant.
7. PERSONAL USE OF PREMISES. The Premises shall not be used or
permitted to be used for residential, lodging or sleeping purposes or for the
storage of personal effects or property not required for business purposes.
-27-
<PAGE>
8. HEAVY ARTICLES. Tenant shall not place in or move about the
Premises without Landlord's prior written consent any safe or other heavy
article which in Landlord's reasonable opinion may damage the Building, and
Landlord may designate the location of any heavy articles in the Premises.
9. CARPET PADS. In those portions of the Premises where carpet
has been provided directly or indirectly by Landlord, Tenant shall, at its own
expense, install and maintain pads to protect the carpet under all furniture
having casters other than carpet casters.
10. BICYCLES, ANIMALS. Tenant shall not bring any animals or
birds into the Building, and shall not permit bicycles or other vehicles
inside or on the sidewalks outside the Building except in areas designated
from time to time by Landlord for such purposes.
11. DELIVERIES. Tenant shall ensure that deliveries of materials and
supplies to the Premises are made through such entrance, elevators and
corridors and at such times as may from time to time be designated by
Landlord, and shall promptly pay or cause to be paid to Landlord the cost of
repairing any damage in the Building caused by any person making such
deliveries.
12. FURNITURE AND EQUIPMENT. Tenant shall insure that furniture
and equipment being moved into or out of the Premises is moved through such
entrances, elevators and corridors and at such times as may from time to time
be designated by Landlord, and by movers or a moving company approved by
Landlord, and shall promptly pay or cause to be paid to Landlord the cost of
repairing any damage in the Building caused thereby.
13. SOLICITATIONS. Landlord reserves the right to restrict or
prohibit canvassing, soliciting or peddling in the Building.
14. FOOD AND BEVERAGES. Only persons approved from time to time by
Landlord may prepare, solicit orders for, sell, serve or distribute foods or
beverages in the Building, or use the elevators, corridors or common areas for
any such purpose. Except with Landlord's prior written consent, which shall
not be unreasonably withheld, and, in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for
dispensing food or beverages or for the preparation, solicitation of orders
for, sale, serving or distribution of food or beverages.
15. REFUSE. Tenant shall place all refuse in proper receptacles
provided by Tenant at its expense in the Premises or in receptacles (if any)
provided by Landlord for the Building and shall keep sidewalks and driveways
outside the Building and lobbies, corridors, stairwells, ducts and shafts of
the Building free of all refuse.
-28-
<PAGE>
16. OBSTRUCTIONS. Tenant shall not obstruct or place anything in or
on the sidewalks or driveways outside the Building or in the lobbies,
corridors, stairwells or other common areas of the Building, or use such
locations for any purpose except access to and exit from the premises without
Landlord's prior written consent. Landlord may remove at Tenant's expense
any such obstruction or thing (unauthorized by Landlord) without notice or
obligation to Tenant.
17. DANGEROUS OR IMMORAL ACTIVITIES. Tenant shall not make any use
of the Premises which involves the danger of injury to any person, nor shall
the same be used for any immoral purpose.
18. PROPER CONDUCT. Tenant shall not conduct itself in any manner
which is inconsistent with the character of the Building as a first quality
building or which will impair the comfort and convenience of other tenants in
the Building.
19. EMPLOYEES, AGENTS AND INVITEES. Landlord shall have the right
to control and operate the public portions of the Building and the public
facilities, as well as facilities furnished for the common use of the
tenants, in such manner as it deems best for the benefit of the tenants
generally. No Tenant shall invite to the Demised Premises, or permit the
visit of, persons in such numbers or under such conditions as to interfere
with the use and enjoyment of the entrances, corridors, elevators and
facilities of the Building by other tenants. In these Rules and
Regulations, Tenant includes the employees, agents, invitees and licensees of
Tenant and others permitted by Tenant to use or occupy the Premises.
20. RESTRICTIONS. Tenant shall not violate any of the Rules or
Restrictions and shall use its best efforts to prevent its employees or
invitees from committing any such violations.
LANDLORD: TENANT:
/s/ Steve Welker /s/ Greg Hansen
- --------------------------- ---------------------------
Evergreen Corporate Center Northern Arizona Eye Clinic
-29-
<PAGE>
EXHIBIT A
Legal
Attached to and forming part of the AGREEMENT OF LEASE
Lease to: Northern Arizona Eye Center
Dated: ______________________________
Evergreen Corporate Center
Lot 12 Scottsdale Industrial Airpark Unit 7
as recorded in book 234 of maps, page 27 MCR.
ASSET PURCHASE AND LEASE ASSUMPTION AGREEMENT
This ASSET PURCHASE AND LEASE ASSUMPTION AGREEMENT (the "Agreement")
dated as of January 30, 1996, is by and between:
VISTA LASER CENTERS OF THE SOUTHWEST, INC., a corporation incorporated
under the laws of the State of Nevada (herein called the "BUYER"); and
CASEBEER EYE CENTERS, LTD., an Arizona corporation (herein called the
"SELLER").
RECITALS:
A. Buyer, upon completion of an initial public offering of securities
by Buyer generating at least $2,000,000 in net cash proceeds to Buyer (the
"IPO"), will own and manage outpatient surgical centers (the "LVC Centers")
providing facilities, equipment and various support services to qualified
ophthalmologists and optometrists for vision correction by use of advanced
laser technology, focusing in particular on laser vision correction of common
refractive disorders such as myopia, hyperopia and astigmatism;
B. Seller owns various medical and office equipment (the "Assets");
C. Buyer desires to purchase the Assets and Seller desires to sell
the Assets;
NOW, THEREFORE, the parties hereto covenant and agree as follows:
1. Seller agrees to sell, convey and assign to Buyer and Buyer agrees
to purchase all right, title to and interest in the Assets at the closing of
the IPO.
2. The purchase price for the Assets shall be $411,000 cash, payable
at the closing of the IPO.
<PAGE>
3. All of the Assets to be sold by Seller to Buyer are listed on
Schedule A attached hereto. All of the Assets are presently and will be in
good working condition and the Seller presently owns and at the closing of the
IPO will own all right, title and interest in the Assets.
4. Buyer does hereby agree to assume and to perform all of the
obligations on the part of Seller as lessee to be performed under the various
equipment leases set forth and described on Schedule B attached hereto (the
"Leases") commencing with the closing of the IPO, including full assumption of
the unpaid balance of the lease payments to be then due under the Leases.
Buyer and Seller shall each use their reasonable best efforts to persuade each
of the lessors on the Leases to enter into a new lease with Buyer and release
Seller from any and all obligations under the Leases as soon as possible.
Further, Buyer and Seller shall each use their reasonable best efforts to
persuade the lessor on the real estate leases attached and made a part hereof
as Schedule C hereto (the "Real Estate Leases") to enter into a new lease with
Buyer and release Seller from any and all obligations under the Real Estate
Leases as soon as possible.
5. This Agreement shall commence with the execution and delivery of
this Agreement by all parties hereto, and shall continue until all obligations
hereunder are performed and satisfied or the Agreement is terminated. In the
event the Company's IPO has not been successfully closed on or before August
31, 1996, this Agreement may be terminated by Seller at its sole discretion at
any time thereafter upon written notice to Buyer. If this Agreement is
terminated in accordance with this Section 6, the parties shall be released
from all obligations hereunder.
6. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by registered or certified mail,
postage prepaid, or by commercial overnight courier (such as Federal Express,
DHL, etc.) with written verification of receipt, to its last known business
address of that party.
7. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed by a waiver of any subsequent
breach.
8. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Arizona.
9. This instrument contains the entire agreement of the parties as to
the subject matter hereof. This Agreement may not be changed orally but only
by an agreement in writing signed by the party against whom enforcement of any
waiver, modification,
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the day first written above.
"Buyer": VISTA LASER CENTER OF THE SOUTHWEST, INC.
By: /s/ Thomas A. Schultz
-----------------------------------------
Thomas A. Schultz, Authorized Officer
"Seller" CASEBEER EYE CENTERS, LTD.
By: J. Charles Casebeer
-----------------------------------------
J. Charles Casebeer, President
3
ADDENDUM TO PURCHASE OPTION AGREEMENT
This addendum is made a part of that certain Purchase Option Agreement
(hereinafter referred to as the "Agreement") dated as of January 31, 1996, by
and between Vista Technologies, Inc. ("Buyer") and J. Charles Casebeer
("Seller").
WHEREAS, the parties wish to amend certain provisions of the Agreement,
and
WHEREAS, the parties wish to acknowledge receipt by Seller of certain
payments made by Buyer to Seller pursuant to the Agreement.
NOW THEREFORE, the Buyer and Seller hereby agree as follows:
1. Paragraph (C) of the Recitals in the Agreement is deleted in its
entirety and the following language is substituted therefore:
"The Lease also provides that Seller may purchase the Asset at the end
of the term of the Lease for an amount equal to ten percent (10%) of the
original cost of the Asset."
2. Paragraph 2(b) of the Agreement is hereby deleted in its entirety
and the following language is substituted therefore:
"On or before the end of the Lease term, Buyer may pay to Seller or to
Lessor, an amount, determined by Lessor, equal to the amount necessary
for Seller to purchase the Asset pursuant to the terms of the Lease (the
"Payoff Amount").
3. Paragraph 2(c) of the Agreement is hereby deleted in its entirety.
4. Paragraph 4 of the Agreement is hereby deleted in its entirety.
5. Seller hereby acknowledges that he has received from Buyer all of
the payments due under the Lease pursuant to Paragraph 5 of the Agreement,
including the payment due for July 1997.
6. Seller hereby acknowledges that he has received from Buyer the cash
consideration pursuant to Paragraph 2(a) of the Agreement. Seller further
acknowledges that he has received certain payments from Buyer pursuant to the
Promissory Note (the "Note") attached as Exhibit B of the Agreement and that
any unpaid balance due on the Note, if any, is hereby waived.
IN WITNESS WHEREOF, the parties have executed this Addendum this 8th day
of July, 1997.
Vista Technologies, Inc.
By: /s/ Murray D. Watson /s/ J. Charles Casebeer
------------------------ -------------------------
EXCHANGE AGREEMENT
This Exchange Agreement ("Agreement") is made as of October 1, 1996 by
and between Vista Laser Centers Of The Southwest, Inc., a Nevada corporation
(the "Company"), and Vista Technologies, Inc., a Nevada corporation ("Vista
Tech").
RECITALS
WHEREAS, Vista Tech has received an assignment from Pharma Patch PLC of
the Company's 12% Secured Convertible Promissory Note in the principal amount
of $100,000 (the "Note");
WHEREAS, the Company desires to exchange with Vista Tech an aggregate of
100,000 shares of the Company's Common Stock ("Common Stock") in consideration
for the Note and the release of the Company's obligations under, and the
cancellation of the indebtedness evidenced by, the Note.
NOW, THEREFORE, the Company and Vista Tech hereby agree as
follows:
1. EXCHANGE. On this date and subject to the terms and conditions
of this Agreement, the Company hereby exchanges an aggregate of 100,000 shares
of Common Stock (the "Shares") in consideration for the Note and Vista hereby
irrevocably and forever releases the Company from the Company's obligations
under, and cancels the indebtedness evidenced by the Note. The term
"Securities" refers to the Shares purchased under this Agreement and includes
all securities received (a) in replacement of the Shares, (b) as a result of
stock dividends or stock splits in respect of the Shares, and (c) all
securities or property received in replacement of the Shares in a
recapitalization, merger, reorganization or the like.
2. REPRESENTATIONS OF VISTA TECH. Vista Tech represents and
warrants to the Company that:
(a) Vista Tech is acquiring the Securities for Vista
Tech's own account for investment purposes only and not with a view to, or for
sale in connection with, a distribution of the Securities within the meaning
of the Securities Act of 1933, as amended (the "1933 Act").
(b) Vista Tech has no present intention of selling or otherwise
disposing of all or any portion of the Securities.
(c) Vista Tech has had access to all information regarding the
Company and its present and prospective business, assets, liabilities and
financial condition that Vista Tech reasonably considers important in making
the decision to acquire
- 1 -
<PAGE>
the Securities, and Vista Tech has had ample opportunity to ask questions of
the Company's representatives concerning such matters and this investment.
(d) Vista Tech is fully aware of (i) the highly speculative
nature of the investment in the Securities; (ii) the financial hazards
involved; (iii) the lack of liquidity of the securities and the restrictions
on transferability of the Securities; and (iv) the qualifications and
backgrounds of the principals of the Company.
(e) Vista Tech is capable of evaluating the merits and risks of
this investment, has the ability to protect Vista Tech's own interests in this
transaction and is financially capable of bearing a total loss of this
investment.
(f) At no time was Vista Tech presented with or solicited by any
publicly issued or circulated newspaper, mail, radio or television, or any
other form of general advertising in connection with its acquisition of the
Securities.
(g) Vista Tech has been advised that the acquisition of the
Securities hereunder may have adverse tax effects upon Vista Tech. Vista Tech
is not relying upon the Company or its Legal counsel and has consulted with
Vista Tech's own tax advisors in this regard.
3. COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS. Vista Tech
understands and acknowledges that, in reliance upon the representations and
warranties made by Vista Tech herein, the Securities have not been registered
with the Securities and Exchange Commission ("SEC") under the 1933 Act or the
laws of any state, but have been issued under an exemption or exemptions from
registration requirements of the 1933 Act and applicable state law which
impose certain restrictions on Vista Tech's ability to transfer the
Securities.
(a) RESTRICTIONS ON TRANSFER. Vista Tech understands that
Vista Tech may not transfer any Securities unless such Securities are
registered under the 1933 Act and any applicable state securities laws or
unless, in the opinion of counsel to the Company, an exemption from such
registration is available. Vista Tech understands that only the Company may
file a registration statement with the SEC or any state and that the Company
is under no obligation to do so with respect to the Securities. Vista Tech
has also been advised that an exemption from registration may not be available
or may not permit Vista Tech to transfer all or any of the Securities in the
amounts or at the times proposed by Vista Tech.
(b) RULE 144. In addition, Vista Tech has been advised that
SEC Rule 144 promulgated under the 1933 Act, which permits
- 2 -
<PAGE>
certain limited sales of unregistered securities, is not presently available
to Vista Tech.
4. RIGHTS AS SHAREHOLDER. Subject to the terms and conditions of
this Agreement, Vista Tech will have all of the rights of a shareholder of the
Company with respect to the Securities from and after the date hereof until
such time as Vista Tech disposes of the Securities.
5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
(a) LEGENDS. Vista Tech understands and agrees that the
Company will cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership
of the Securities, together with any other legends that may be required by
state or federal securities laws, or by the Bylaws of the Company, or by any
other agreement between Vista Tech and the Company or between Vista Tech and
any third party:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),OR UNDER THE SECURITIES
LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO BE ISSUED TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
(b) STOP-TRANSFER INSTRUCTIONS. Vista Tech agrees that, in
order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate "stop-transfer" instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.
(c) REFUSAL TO TRANSFER. The Company will not be required
(i} to transfer on its books any Securities that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to
treat as owner of such Securities or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Securities have
been so transferred.
(d) MARKET STANDOFF AGREEMENT. Vista Tech agrees in connection
with any registration of the Company's securities that, upon the request of
the Company or the underwriters managing any public offering of the Company's
securities, Vista Tech will not
- 3 -
<PAGE>
sell or otherwise dispose of any Securities without the prior written consent
of the Company or such underwriters, as the case may be, for such period of
time after the effective date of such registration and subject to all
restrictions as the Company or the underwriters may specify for
employee-shareholders generally.
6. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer
of the Securities hereunder will be subject to and conditioned upon compliance
by the Company and Vista Tech with all applicable state and federal laws and
regulations and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance
and transfer.
7. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement will be binding
upon Vista Tech and Vista Tech's successors and assigns.
8. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement will be submitted by Vista Tech or by the Company forthwith to the
Company's Board of Directors, which will review such dispute at its next
regular meeting. The resolution of such a dispute by the Board will be final
and binding on the Company and on Vista Tech.
9. GOVERNING LAW; SEVERABILITY. This Agreement will be governed by
and construed in accordance with the laws of the State of Arizona, excluding
that body of laws pertaining to conflict of laws. If any provision of this
Agreement is determined by a court of law to be illegal or unenforceable, such
provision will be enforced to the maximum extent possible and the other
provisions will remain effective and enforceable.
10. NOTICES. Any notice required or permitted hereunder will be
given in writing and will be deemed effectively given upon personal delivery
or upon deposit in the United States mail by certified or registered mail,
return receipt requested, with postage and fees prepaid, addressed to the
other party at its address as shown at the time on the Company's records, or
to such other address as such party may designate in writing from time to time
to the other party.
11. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior understandings and
agreements between the parties hereto with respect to the
- 4 -
<PAGE>
specific subject matter hereof.,
COMPANY:
VISTA LASER CENTERS OF THE SOUTHWEST, INC.
a Nevada corporation
By: /s/ Larry F. Lang
-----------------------------
Larry F. Lang, President
VISTA TECH:
VISTA TECHNOLOGIES, INC.
a Nevada corporation
By: /s/ Thomas A. Schultz
------------------------------
Thomas A. Schultz, President
- 5 -
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") dated as of July 1, 1997, is by
and between:
VISTA TECHNOLOGIES, INC., a corporation incorporated under the laws of the
State of Nevada (herein called the "Company"); and
J. CHARLES CASEBEER, M.D., an Arizona resident (herein called the
"Professional").
RECITALS:
WHEREAS the Company and various of its subsidiaries operate outpatient
laser surgery vision correction centers providing facilities, equipment and
various support services to qualified ophthalmologists for vision correction
by use of advanced laser technology ("LVC Care"); and
WHEREAS Professional is currently Chairman of the Board of the Company
("Chairman") and the Company desires to retain the services of Professional to
continue to serve as Chairman and perform consulting services for the Company
during the term of this Agreement; and
WHEREAS Company desires to compensate Professional for his services,
commencing as of the date of this Agreement; and
NOW, THEREFORE, the parties hereto covenant and agree as follows:
1. ENGAGEMENT OF PROFESSIONAL. The Company hereby engages the services
of Professional to serve the Company in the following capacities, and the
Professional hereby accepts such engagement:
(a) During the term of this Agreement, Professional agrees to serve
as the Chairman of the Board of the Company's Board of Directors and
the Professional hereby consents to the Professional being named in
that capacity. The Professional will devote such time as is
reasonably required by the Company and acceptable to the Professional
to conduct his duties hereunder and as Chairman of the Board
including, in such capacity, attendance and participation in: (i)
meetings of the Company's Board of Directors; and (ii) LVC Care
related presentations to medical professionals and medical groups and
seminars with prospective investor groups in connection with capital
formation and promotional programs of the Company, as may be
reasonably requested by the Company from time to time. The Company
agrees to use its best efforts to schedule such meetings,
presentations and seminars at mutually convenient times and places to
insure that such employment services shall not conflict with the
professional service obligations of the Professional to his patients
or other professional commitments of the Professional.
(b) The Professional agrees to assume responsibility for managing
the Company's program for, and to also conduct and participate in,
training and education seminars for medical professionals in the use
and performance of LVC Care procedures for vision correction and
treatment. Such services shall be rendered by the Professional at
mutually convenient times
<PAGE>
and places, and shall not conflict with professional service
obligations of the Professional to his patients or his other
professional commitments.
(c) The Professional shall render, professional services to the
Company concerning the establishment of ethical standards and
procedures for LVC Care at the Company's LVC Care centers, provided
that such services shall not conflict with professional service
obligations of the Professional to his patients or his other
professional commitments.
3. COVENANTS AND AGREEMENTS OF THE COMPANY. The Company covenants and
agrees as follows:
(a) to maintain, or cause one of its subsidiaries to maintain, for
so long as is reasonably practicable an LVC Care center in
Scottsdale, Arizona, and to establish and maintain, as soon as is
reasonably practicable and subject to the availability of sufficient
capital, at least one additional LVC Care center, each meeting all
ethical and professional standards prescribed by the Company's Board
of Directors or a medical advisory board established by the Company's
Board of Directors and all standards required by applicable laws and
regulations and equipped with state-of-the-art equipment reasonably
appropriate to perform LVC Care procedures permitted for commercial
use in the jurisdictions in which the centers are located.
(b) to obtain as soon as is reasonably practicable and maintain (i)
an officers, and directors' errors and omissions insurance policy to
insure individual officers and directors against liabilities and
expenses for their acts and omissions in such capacities, and (ii) if
requested by Professional, a professional medical errors and
omissions insurance policy to insure the Professional against
liabilities and expenses for his acts and omissions relating to the
practice of medicine in connection with services rendered hereunder.
4. COMPENSATION.
(a) In consideration of the services to be rendered by the
Professional hereunder, and subject to applicable laws, rules and
regulations of any entity or governing body of competent
jurisdiction, the parties covenant and agree that the Company shall
pay Professional $5,000 per month on or before the last day of each
month during the term of this Agreement.
(b) Nothing herein shall be deemed to preclude the Company from
awarding additional compensation or benefits to the Professional
during the term of this Agreement, upon approval of Company's Board
of Directors, whether in the form of additional compensation,
bonuses, fringe benefits, or otherwise.
(c) In consideration of the compensation provided in this Section 4,
the Professional covenants and agrees that during the term of this
Agreement, he will not directly or indirectly establish, own an
interest in, or operate an LVC Care facility other than one owned or
operated by the Company or its affiliates; provided, however, that
nothing herein contained shall be construed to prevent Professional
from rendering consulting
2
<PAGE>
services to third parties, whether or not such third parties are
affiliated with the Company.
5. EXPENSES. Professional shall be entitled to reimbursement for
reasonable expenses of travel and lodging, and other expenses, incurred on
behalf of the Company in accordance with Company's policy in effect at the
time of the expenditure.
6. SEVERABILITY AND AGREEMENT TO REFORM. The parties hereto agree that
the covenants and agreements contained in this Agreement shall be
construed as if the covenants and agreements are divided into separate and
distinct covenants in respect of each of the obligations of the parties
hereunder. Nothing in this Agreement is intended or shall be construed as
requiring any act or agreement in violation of law or of applicable rules
and regulations of any entity or governing body having competent
jurisdiction of the subject matter, whether now in effect or as the same
may be amended or become effective during the term of this Agreement.
Should any provision of this Agreement be determined to be unenforceable,
in violation of public policy, or contrary to applicable laws, rules or
regulations of any entity of governing body having competent jurisdiction,
the parties covenant and agree promptly to amend and reform this Agreement
for the purpose of deleting any such provision and to substitute therefor
such alternative provision for the purposes of implementing, to the extent
possible in compliance with applicable law, rules and regulations, (i)
either the intention of the parties in entering into this Agreement and
the economic relationships between them as originally contemplated herein,
or (ii) a fair and equitable adjustment of the remaining provisions of
this Agreement to compensate any party injured by the deletion of one or
more portions of this Agreement. Subject to the foregoing provisions of
this Section 5 in the event any covenant or other provision contained in
this Agreement shall be deemed to be illegal, unenforceable or
unreasonable by a court or other entity or governing body of competent
jurisdiction, such determination shall not affect the enforceability of
the remaining covenants and provisions of this Agreement, all of which
shall remain enforceable to the extent permitted by law.
7. TERM AND TERMINATION.
(a) The initial term of this Agreement shall commence effective with
the date of this Agreement, and shall continue for a period of two
(2) years thereafter, unless extended in accordance with Section 6(b)
hereof or earlier terminated in accordance with the following
provisions:
(i) In the event the Company shall be in material breach of any
covenant or agreement on its part to be performed in this
Agreement, this Agreement may be terminated by Professional at
his sole discretion at any time thereafter upon thirty (30) days
prior written notice to the Company unless such material breach
has been cured during such 30-day period of grace. Any such
termination of this Agreement shall not relieve the parties
hereto of obligations incurred through the effective date of
termination.
(ii) This Agreement may be terminated by the Company at its sole
discretion in accordance with the following, provided, however,
that any such termination of this
3
<PAGE>
Agreement shall not relieve the parties hereto of obligations
incurred through the effective date of termination:
(1) MATERIAL BREACH. In the event Professional shall be in
material breach of any covenant or agreement on its or his part
to be performed in this agreement, this Agreement may be
terminated by the Company at any time thereafter upon thirty
(30) days prior written notice to Professional unless such
material breach has been cured during such 30 day period of
grace.
(2) DEATH. This Agreement shall terminate upon Professional's
death.
(3) INSANITY: APPOINTMENT OF GUARDIAN OR CONSERVATOR. This
Agreement shall terminate in the event of a declaration of
insanity or other judicial determination that Professional is of
unsound mind, or in the event a court of competent jurisdiction
appoints a guardian or conservator to manage the affairs of
Professional.
(4) DISABILITY. This Agreement shall terminate if, as a result
of Professional's incapacity due to physical or mental illness,
Professional shall have been absent from his duties hereunder on
a full-time basis for six (6) consecutive months exclusive of
accumulated vacation and sick leave benefits and, within thirty
(30) days after written notice of termination is given after
such period, Professional shall not have returned to the
performance of his duties hereunder. Professional will be
considered disabled if, in the opinion of the insurance company
providing disability benefits, or, at the Company's discretion,
a physician selected or approved by the Company, Professional is
no longer capable of performing the services contemplated by
this Agreement. During any period that Professional fails to
perform services hereunder as a result of incapacity or due to
physical or mental illness, he shall continue to receive full
compensation and other benefits called for hereunder until such
time as this Agreement is terminated pursuant to this
subsection.
(5) CAUSE. This Agreement shall be subject to termination by
the Company for cause. For purposes of this Agreement, Company
shall have "Cause" to terminate this Agreement only upon the
engaging by the Professional in willful misconduct (including
without limitation, any misconduct involving Professional's
personal dishonesty, breach of fiduciary duty to Company or
violation of any governmental statute, law, rule or regulation
other than minor traffic and similar offenses) or conduct
constituting gross negligence that is materially injurious to
the Company, monetarily or otherwise. Notwithstanding the
foregoing, this Agreement shall not be deemed to have been
terminated for Cause without (i) reasonable notice to
Professional setting forth the reasons for Company's intention
to terminate for Cause; and (ii) delivery to Professional of a
written notice of termination hereof from Company finding that,
in the good faith opinion of the Company, Professional was
guilty of conduct set forth above, and specifying the
particulars thereof in detail.
4
<PAGE>
(b) Upon the expiration of the initial two-year term of this
Agreement, this Agreement shall be automatically renewed for
successive periods of one (1) year each unless any party hereto shall
provide the other party with written notice of its intent to
terminate this Agreement at least one (1) month prior to the
expiration of the then current term of this Agreement or any renewal
thereof.
8. SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and the successors to
substantially the entire assets and business of the respective parties
hereto. The rights and obligations under this Agreement are not
assignable or delegable by a party without the prior written consent of
the other party.
9. CHOICE OF LAW. This Agreement and all of its provisions are to be
interpreted and construed according to the laws of the State of Arizona
excluding principles of conflicts of law and choice of law.
10.DISPUTE RESOLUTION
(a) MEDIATION. In the event of a dispute between the parties to this
Agreement, the parties agree to promptly meet and confer with the
goal of settling such dispute. If the parties are unable to reach a
prompt, amicable agreement concerning such dispute, the parties agree
to submit the matter to non-binding mediation. If the parties cannot
agree on a mediator, the American Arbitration Association in Phoenix,
Arizona will be requested to provide a mediator. The mediation fee,
if any, shall be divided equally between the parties.
(b) ARBITRATION. Failing the resolution of their dispute by mediation,
any dispute or claim in law or in equity arising out of this
Agreement or any resulting transaction shall be decided by neutral,
binding arbitration in Phoenix, Arizona in accordance with the
Commercial Arbitration Rules of the American Arbitration Association,
and the judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The cost of such
arbitration shall be borne in accordance with the decision of the
arbitrator(s).
11.NOTICE. Any notice, request or demand required or desired to be
given by one party to the other must be in writing and shall be deemed
sufficient and completed by delivery of the same personally or by mailing
the same registered or certified mail directed to:
<TABLE>
<S><C>
The Company: Professional:
Vista Technologies, Inc. J. Charles Casebeer, M.D.
15100 North 78th Way 14988 North 78th Way
Suite 100 Suite 108
Scottsdale, AZ 85260 Scottsdale, AZ 85260
Attn: Larry F. Lang
</TABLE>
5
<PAGE>
12.WAIVER. Any waiver by a party of compliance with any term or
condition of this Agreement by the other party shall be in writing. No
waiver by either party of compliance with any term or condition of this
Agreement shall constitute a waiver of any subsequent failure of the other
party to strictly comply with each and every term and condition hereof.
13.COMPLETE CONTRACT; MODIFICATION. This Agreement constitutes the
complete agreement between the parties hereto and cancels and supersedes
all prior agreements between the parties covering the subject hereof,
including, without limitation, that certain Employment Agreement by and
between the Company and the Professional dated as of January 30, 1996.
This Agreement may not be changed orally but only by an agreement in
writing signed by the party against whom enforcement of any waiver,
modification, extension or discharge is sought.
14.COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed
in counterparts, each of which shall be deemed an original and all of
which shall be deemed one and the same instrument. Facsimile signatures
shall be deemed original signatures for all purposes.
IN WITNESS WHEREOF, the parties have caused this Consulting Agreement to
be executed as of the day and year first above written.
VISTA TECHNOLOGIES, INC.
By: /s/ Murray D. Watson
----------------------------
Murray D. Watson, President
/s/ J. Charles Casebeer, M.D.
-----------------------------
J. Charles Casebeer, M.D.
PROMISSORY NOTE
$361,860.00 Scottsdale, Arizona
July 1, 1997
FOR VALUE RECEIVED, the undersigned, Vista Laser Centers Of The
Southwest, Inc., a Nevada corporation, ("Maker"), promises to pay to the order
of Casebeer Eye Centers, LTD., an Arizona corporation ("Holder"), at 15100
North 78th Way, Suite 201, Scottsdale, Arizona 85260, or at such other place
as the Holder hereof may designate, in lawful money of the United States of
America, the principal sum of Three Hundred Sixty-One Thousand Eight Hundred
Sixty and O0/100 Dollars ($361,860.00), together with interest accrued thereon
as provided below.
This Note shall bear interest on the unpaid principal balance at the
rate of eight percent (8%) per annum, simple interest. The principal amount
of this Note and accrued interest thereon shall be payable on the first to
occur of (i) June 30, 1999 or (ii) thirty (30) days following the date of
closing of an offering of the securities of Maker or Vista Technologies, Inc.
the net proceeds of which are not less than $2,000,000 (the "Due Date" ).
If the payment of principal or interest on this Note shall become due on
a Saturday, Sunday, or a public holiday under the laws of the State of
Arizona, such payment shall be made on the next succeeding business day and
such extension of time shall be included in computing interest in connection
with such payment. This Note may be prepaid at any time prior to its maturity
without penalty or premium.
The failure by Maker make any installment payment when due under this
Note, and any such failure remains unremedied for a period of ten (10) days
after written notice thereof is given to Maker by the Bolder of this Note,
shall be an "Event of Default" under this Note. Upon the occurrence of any
Event of Default, the Holder of this Note, at Holder's option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and
payable without further presentment, demand, protest or notice of dishonor,
all of which are expressly waived by Maker. No delay on the part of Holder in
exercising amy right hereunder shall operate as a waiver of such right under
this Note. Maker agrees to pay all costs and expenses, including reasonable
attorneys' fees, expended or incurred by the Holder in connection with the
enforcement of this Note, the collection of any sums due hereunder, any action
for declaratory relief in any way related to this Note, or the protection or
preservation of any rights of the Holder hereunder.
1
<PAGE>
Notwithstanding anything to the contrary in this Note, no rate of
interest required under this Note shall exceed the maximum legal rate
permitted under applicable law, and, if any such rate is found to exceed the
maximum legal rate, the Maker shall be required to pay only the maximum legal
rate.
This Note shall be construed in accordance with the substantive laws of
the State of Arizona.
Vista Laser Centers Of The Southwest, Inc.
By: /s/ Larry F. Lang
----------------------------------
Title: President
----------------------------------
Vista Technologies, Inc.
By: /s/ Murray D. Watson
----------------------------------
Murray D. Watson, President
2
<TABLE>
<CAPTION>
Jurisdiction of Percentage Interest
Name of Subsidiary Organization Owned by Registrant
- ---------------------- --------------- -------------------
<S> <C> <C>
Vista Vision S.p.A. Italy 74.73%
Vista Vision Scandinavia A.B. Sweden 100%
Vista Laser Centers of the
Southwest, Inc. Nevada 94%
Vista Laser Centers of
Michigan, Inc. Nevada 100% (Note A)
Vista Laser Centers of
the Northwest, Inc. Nevada 100% (Note A)
Vista Laser Centers, Inc. Nevada 100% (Note A)
Refractive Services 800 Corp. Nevada 100% (Note A)
</TABLE>
- ------------------------------
NOTE A: Not engaged in active business operations as of March 31, 1997.
EXHIBIT 23.1
The Board of Directors
Vista Technologies Inc.
We consent to the use of our report included herein.
/s/ KPMG Peat Marwick LLP
San Francisco, California
October 22, 1997
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from
the Consolidated Statements of Operations and Consolidated
Balance Sheets of Vista Technologies Inc. and Subsidiaries
and is qualified in its entirety by reference to such
consolidated financial statements.
</LEGEND>
<CIK> 0000895725
<NAME> VISTA TECHNOLOGIES INC.
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> Mar-31-1997
<PERIOD-START> Apr-01-1996
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> 12-MOS
<CASH> 558
<SECURITIES> 0
<RECEIVABLES> 286
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 991
<PP&E> 3,241
<DEPRECIATION> 1,152
<TOTAL-ASSETS> 4,331
<CURRENT-LIABILITIES> 4,110
<BONDS> 2,104
0
0
<COMMON> 39
<OTHER-SE> (2,134)
<TOTAL-LIABILITY-AND-EQUITY> 4,331
<SALES> 3,486
<TOTAL-REVENUES> 3,486
<CGS> 0
<TOTAL-COSTS> 8,546
<OTHER-EXPENSES> 8,209
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 336
<INCOME-PRETAX> (6,999)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,999)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,999)
<EPS-PRIMARY> (1.05)
<EPS-DILUTED> (1.05)
</TABLE>
CAUTIONARY FACTORS RELEVANT TO FORWARD-LOOKING INFORMATION
Vista Technologies Inc. (the "Company" or "Vista") wishes to caution
readers that the following important factors, among others, in the future
could cause actual results and needs of the Company to vary materially from
forward-looking statements made from time to time by the Company on the basis
of management's then-current expectations. The laser vision correction
("LVC") equipment access and service business in which the Company and its
subsidiaries and corporate affiliates are engaged is a recent industry with
rapidly changing and competitive markets and involves a high degree of risk,
and accuracy with respect to forward-looking projections is difficult. Unless
the context clearly indicates otherwise, references to "Vista" or the
"Company" herein refer collectively to Vista Technologies Inc., its
consolidated subsidiaries and any other corporate affiliates in which Vista
has an interest.
GOING CONCERN QUALIFICATION; LIMITED OPERATING HISTORY; OPERATING LOSSES AND
ACCUMULATED DEFICIT; NEGATIVE WORKING CAPITAL AND DEPENDENCE ON ATLANTIC
CENTRAL FOR CONTINUED ADVANCES.
The Company was initially organized in June 1992, did not commence
operations until March 31, 1994 and is in the early stage of its operations.
At March 31, 1997, the Company had an accumulated deficit of $22,142,000
incurred as a result of $7,577,000 in write-offs during fiscal 1995 and fiscal
1997, a $3,826,000 impairment of goodwill during fiscal 1995 and otherwise
primarily as a result of continuing losses from operations since 1994. The
Company's net loss for the most recent fiscal year ended March 31, 1997 was
$6,999,000 and its net loss for the prior fiscal year ended March 31, 1996 was
$3,815,000. At March 31, 1997, the Company had a negative working capital of
$3,119,000 and a stockholders' deficiency of $2,095,000.
Management's strategy to expand the Company's participation in a
developing market for LVC Services by expanding operations has been suspended
for an indefinite period due to the Company's limited cash resources and
negative working capital. The Company plans to continue to seek additional
debt and/or equity capital through the private placement and/or public sale of
its equity securities and use of equipment lease financing to finance the
Company's expansion. However, efforts by former management in later 1996 to
obtain additional equity capital were non-productive, no negotiations are
currently in process to obtain additional capital and Vista has been dependent
in recent periods upon advances from its controlling stockholder, Atlantic
Central Enterprises Limited ("Atlantic Central"), for funds to maintain
operations. Outstanding advances due to Atlantic Central are classified as
short-term obligations, totalled $723,000 as of March 31, 1997, and have
subsequently increased to approximately $1,100,000 as of September 30, 1997.
There can be no assurance that Atlantic Central will continue to provide
advances to the Company or that Vista will be successful in obtaining capital
from other sources.
AS A RESULT OF THE ABOVE FACTORS, THE REPORT OF MOORE STEPHENS, P.C. ON
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED MARCH 31,
1997 CONTAINS A PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY
OF THE COMPANY TO CONTINUE AS A GOING CONCERN. Management's plans to address
these matters are to significantly decrease expenses and cash requirements,
sell assets or incur additional borrowings, propose a debt compromise plan
with the Company's creditors, continue in the interim to defer payments to
creditors or to possibly convert debt to equity, and increase its revenues at
its existing vision correction centers. Revenue increases will be dependent,
among other things, in part upon expanding use of the Company's services by
physicians, general public acceptance of laser surgery to correct refractive
disorders, and competitive factors. The Company's consolidated financial
99-1
<PAGE>
statements do not reflect any adjustments to the carrying value or
classifications of assets or liabilities which might become necessary if the
Company is unable to continue as a going concern. The continuation of the
Company as a going concern is dependent upon the success of these plans.
There can be no assurance as to whether or when revenue increases may be
achieved or that the Company will be successful in implementing these plans.
The Company therefore has a limited operating history from which to
forecast future business operations. In addition to the factors discussed
above and elsewhere herein, the Company will be subject to numerous risks
incident to the creation of a business in a relatively new industry with a
limited history of operations. Prospective investors should consider the
frequency with which newly developed businesses encounter unforeseen expenses,
difficulties, complications and delays, and other factors such as the
possibility of competition with larger companies. As examples, Vista may be
unable to obtain debt compromise agreements with creditors and additional
capital necessary for its survival, in which event it would be unable to
reactivate its planned expansion of LVC Services and may be unable to continue
as a going concern, and there can be no prediction as to the amount of
revenues the Company's operating subsidiaries will generate from existing or
new locations and whether such revenues will be sufficient to provide positive
cash flows. There can be no assurance that the Company will become profitable
or that profitability, if ever attained, will be sustained.
NEED FOR ADDITIONAL FINANCING. The Company will be required to seek
substantial additional financing in the future to sustain its operations in
North America and to finance continued expansion of its LVC center network.
To the extent possible, as to which there is no assurance, purchase money
equipment financing and/or leasing arrangements will be utilized to leverage
the amount of equipment available for planned expansion by the Company and its
subsidiaries. Vista's actual future capital requirements will depend on
numerous factors, including, but not limited to, the extent of its negative
cash flows from operations, the Company's progress in acquiring additional
laser equipment and facilities for LVC centers, its ability to establish
additional affiliations with vision care professionals, the availability,
amount and terms of additional equipment lease and/or installment purchase
financing, competing technological and market developments, and the cost of
marketing and advertising programs. The Company has no firm commitments to
obtain additional funds and there can be no assurance it will be successful in
its efforts to obtain additional financing.
Because of the Company's potential long-term capital requirements, it
also may undertake additional equity offerings whenever conditions are
possible. There can be no assurance that the Company will be able to obtain
additional funding when needed, or that such funding, if available, will be
obtainable on reasonable terms. Any such additional funding may result in
significant dilution to existing stockholders. If adequate funds are not
available from Atlantic Central and/or other third parties and if creditors
refuse to agree to future debt compromise plans, the Company may be required
to accept unfavorable alternatives, including (i) seeking protection from
creditors at the parent Company level under the bankruptcy laws, (ii)
arrangements with collaborative partners that may require the Company to
relinquish material interests in its operating subsidiaries that it would not
otherwise relinquish, or (iii) the delay, reduction or elimination of its
planned expansion, capital expenditures, marketing and advertising and other
operating expenses.
NO ASSURANCE OF MARKET ACCEPTANCE. The Company's operating subsidiaries
provide access to excimer laser vision correction ("LVC") equipment and
related support services, and therefore rely upon physician use of recently
developed LVC technology and procedures, such as photorefractive keratectomy
("PRK") and laser assisted in situ keratomileusis ("LASIK"). These procedures
for refractive surgery are relatively new technological innovations subject to
governmental regulation. There can be no assurance that the general public
will accept laser surgery as a broadly accepted treatment for refractive
disorders or that vision care professionals will require and contract for use
99-2
<PAGE>
of LVC equipment and services on an ongoing basis. The Company believes that
its profitability and growth will depend on broad market acceptance of LVC
procedures in Europe and North America by the general public as well as by
health care professionals in the ophthalmic community. Market acceptance of
new methodology requires substantial time and effort and is subject to various
risks. The acceptance of LVC procedures for treatment of refractive disorders
may be adversely affected by their cost, concerns relating to safety and
efficacy, general resistance to surgery, the effectiveness of alternative
methods of correcting refractive vision disorders, the lack of long-term
follow-up data, the possibility of unknown side effects and the lack of
third-party reimbursement for the cost of LVC refractive procedures. Many
consumers may choose not to undergo LVC surgery due to the availability of
conventional and cheaper methods of vision correction such as eyeglass and
contact lenses.
Any future reported adverse effects or other unfavorable publicity
involving patient outcomes from LVC procedures could also adversely affect
Vista's business. Market acceptance could also be affected by the ability of
Vista and other participants in the market to train a broad population of
ophthalmologists in the procedure. Promotional efforts by suppliers of
products or procedures which are alternatives to LVC procedures, including
eyeglasses and contact lenses, may also adversely affect market acceptance.
There can be no assurance there will be significant public acceptance of LVC
technologies, and demand for the Company's LVC equipment and services would be
adversely affected if broad market acceptance of such procedures is not
attained.
LIMITED MANAGEMENT PERSONNEL. The future of the Company will be
substantially dependent on the services of its officers, directors and
professional consultants. Two physicians who previously served as Chairman of
the Board and directors of the Company resigned as directors in June and
September 1997, respectively, and the Company's currently acting President,
Murray D. Watson, serves as its Chief Executive Officer on an interim basis.
The Company presently has only one member on its Board of Directors, Murray D.
Watson, and two executive officers, Murray D. Watson and Kenneth G. Howling,
neither of whom devote their full business time to the affairs of Vista. The
Company in the near future plans to elect additional directors to fill Board
vacancies and to elect a new President and Chief Executive Officer; however,
no candidates for these positions had been determined by the Company as of
September 30, 1997. The Company's corporate operations employ the services of
four employees and consultants, all of whom serve on a part time basis and are
involved in management, administrative or accounting functions. The Company's
operating subsidiaries employ additional personnel. With these exceptions,
the Company relies, and for the foreseeable future will rely, on independent
advisors and consultants to provide certain services to the Company. There
can be no assurance that such services will continue to be available to Vista
on a timely basis when needed, or that the Company could find qualified
replacements. Accordingly, the Company's operations currently are dependent
upon a limited number of key employees and consultants and the loss of the
services of these or other key personnel could have a material adverse effect
upon the Company. The Company does not maintain key man insurance on the
lives of its executive officers and key professional consultants.
CONTROLLING INFLUENCE OF ATLANTIC CENTRAL AND PATRICK J. ROONEY IN MANAGEMENT
As of September 30, 1997, Atlantic Central owned 3,423,800 shares of
Vista common stock, representing approximately 54.1% of the Company's
outstanding common stock. In addition, the Company is indebted to Atlantic
Central in the amount of $1,073,000 as of June 30, 1997, which advances are
classified as short-term indebtedness and are secured by the Company's
agreement to pledge shares of its European subsidiaries as collateral
security. The Company is currently dependent on additional advances from
Atlantic Central to finance the Company's continuing operations, although
Atlantic Central is not obligated to provide additional advances. In view of
the foregoing, the policies and business operations of the Company for all
practical purposes are subject to the control of Atlantic Central and its
principal executive officers.
99-3
<PAGE>
Patrick J. Rooney, a resident of Bermuda, has served as the President
and Chief Executive Officer of Atlantic Central since June 5, 1997. Prior to
his election as Atlantic Central's Chief Executive Officer, Mr. Rooney was
engaged for more than five years primarily as a consultant to EC/American
Ltd., previously a financial consultant to the Company, Atlantic Central,
other business enterprises and certain investors based outside of the United
States. From June 1978 to September 1985, Mr. Rooney was associated with
Rooney Pace, Inc., a broker dealer firm based in New York.
As the result of losing an appeal from his conviction in June 1988 of
filing a false income tax return for 1983, Mr. Rooney has been subject for
more than the last five years to the terms of a consent decree order issued on
December 20, 1988 by the U.S. Securities and Exchange Commission which bars
Mr. Rooney from association with any broker or dealer, investment company,
investment adviser or municipal securities dealer. The terms of such order
provide that Mr. Rooney may reapply to the Securities and Exchange Commission
for such association, but he has advised the Company that to date he has not
elected to do so.
DEPENDENCE ON MEDICAL PROFESSIONALS. Applicable laws in Europe, Canada
and the United States prevent a corporation (other than a professional medical
corporation) from providing medical and health care services to patients. The
Company's operating subsidiaries conduct their business by offering LVC
equipment for use by licensed professionals and providing billing, accounting,
administrative, marketing and management services to independent vision care
professionals who provide refractive eye care. The ability to realize
revenues from independent professionals will be significantly dependent upon
the ability of the Company to attract the use of equipment and LVC Services by
ophthalmologists and optometrists and on the performance of those
professionals. In addition, the amount of revenues to be received by the
Company's operating subsidiary in the United States is currently dependent in
part upon the amount of the gross procedure fee charged by professionals to
their patients, and the amount of such fees are established by the
professionals and not by the Company. There can be no assurance that
additional professionals will require and contract for Vista's LVC services,
and even those professionals that do contract with the Company's operating
subsidiaries cannot be required to use Vista's services for their LVC practice
on an exclusive or any other basis.
CONFLICTS OF INTEREST WITH AFFILIATES. Persons serving as existing and
former consultants to, or directors of, the Company have also served as
consultants, directors and/or officers of corporate affiliates sponsored by
Vista and may have a conflict of interest in that their time and resources may
be devoted to activities other than the business of the Company or because the
compensation payable to them from, or equity interests in, other business
activities in certain instances may be greater than their compensation from
and equity interests in the Company. In addition, the Company has engaged in
various transactions with its officers, directors and significant
shareholders, including among others Atlantic Central, and it is expected that
the Company will continue to engage in transactions with its affiliates. Such
transactions may involve inherent conflicts of interest between the interests
of Vista, on the one hand, and the interests of its officers, directors and
significant shareholders, on the other hand.
COMPETITION. The refractive eye care business generally and the market
for corrective LVC procedures, for which the Company provides equipment and
support services, are characterized by intense competition and technological
innovation. Most of the companies engaged in these businesses have
substantially greater financial resources, personnel, marketing experience and
other capabilities than are currently available to the Company. Competition
for providing access to PRK equipment and support services has intensified as
a result of recent U.S. Food and Drug Administration ("FDA") premarket
approvals for U.S. commercial use of certain PRK laser equipment systems for
treatment of the vast majority of nearsighted refractive disorders.
99-4
<PAGE>
LVC procedures also compete with other present forms of treatment for
refractive disorders, including eyeglasses, contact lenses, refractive
surgery, corneal transplants and other technologies currently under
development. Eyeglasses and contact lenses, as well as manual refractive
surgical alternatives to LVC procedures such as radial keratotomy ("RK"), are
expected to remain competitive in the market for refractive eye care primarily
due to cost considerations.
POSSIBLE LIABILITY FOR PERSONAL INJURY AND LACK OF LIABILITY INSURANCE.
Use of excimer laser equipment and facilities for LVC vision care may give
rise to claims against the Company by persons alleging injury as a result of
the procedures performed. The Company maintains general liability insurance,
but primarily relies and intends to continue to rely on physicians'
professional liability insurance policies and manufacturers' insurance
policies for product liability coverage. There can be no assurance, however,
that physician users or equipment manufacturers will carry liability
sufficient insurance or that the Company would prevail if it were required to
assert such claims. Partially or uninsured successful claims against the
Company could have a material adverse effect on the Company's business,
financial condition and results of operations.
RISKS OF FAILURE TO COMPLY WITH OR CHANGE IN GOVERNMENTAL REGULATION.
The Company's business is and will continue to be subject to extensive
regulation, in Europe and the United States at the federal, provincial, state
and local levels, affecting the health care industry and the delivery of
health care. These regulations include laws and regulations prohibiting the
practice of medicine and optometry by persons not licensed to practice
medicine or optometry, prohibiting the unlawful rebate or unlawful division of
fees and limiting the manner in which prospective patients may be solicited.
Other regulatory requirements, such as regulations concerning the use of
excimer laser systems, also apply to the Company's business. In addition,
there can be no assurance that future changes in laws and regulations or the
interpretation thereof will not adversely affect the Company's operations.
ABSENCE OF GOVERNMENTAL APPROVAL IN THE UNITED STATES FOR CERTAIN LVC
PROCEDURES. The Company is uncertain whether certain LVC procedures, such as
LASIK, may ever be advertised for commercial use in the United States. In the
United States, Vista's plan is to acquire equipment that has received
premarket approval from the FDA for commercial use of PRK procedures
applicable to the vast majority of myopia cases and PTK procedures. Equipment
for certain other LVC procedures, such as LASIK procedures to treat hyperopia,
astigmatism or extreme myopia, have not received FDA premarket approval, nor
has the FDA established standards for clinical testing of equipment for many
other LVC procedures. Notwithstanding that fact, the Company has been advised
that certain physicians in the United States use excimer lasers to perform
LASIK procedures. The FDA advised U.S. eye care professionals in May 1996
that LASIK and bilateral surgery (treatment of both eyes at the same time) are
outside the scope of currently FDA approved labeling for excimer lasers.
Although the FDA noted that physician discussions with patients, and physician
decisions to conduct either of those procedures, are considered the practice
of medicine, the FDA cautioned that it expects health care practitioners and
others will advertise and promote the use of FDA approved lasers in the U.S.
only within the scope of their currently FDA approved use. Nevertheless,
there can be no assurance that the use of excimer lasers to perform LVC
procedures other than PRK and PTK will ultimately be found to be effective or
safe by the FDA or that the FDA will not modify or withdraw its pre-market
approval of PRK equipment, in which event the Company's markets in the United
States may be adversely affected.
LACK OF LONG-TERM FOLLOW-UP DATA; POSSIBLE FUTURE CONCERNS AS TO SAFETY
AND EFFICACY OF LVC TREATMENT. LVC procedures have been used in clinical
trials and commercially in various parts of the world only since 1989, and
accordingly there has been limited experience in assessing their long-term
effects. Concerns with respect to the safety and efficacy of refractive laser
procedures such as PRK and LASIK include predictability and stability of
results. Potential complications and side effects include post-operative
99-5
<PAGE>
pain, corneal haze during healing (an increase in the light scattering
properties of the cornea), glare/halos (undesirable visual sensations produced
by bright lights), decreases in contrast sensitivity, temporary increases in
intraocular pressure in reaction to procedure medication, modest fluctuations
in refractive capabilities during healing, modest decreases in best corrected
vision (i.e., with corrective lenses), unintended undercorrection of
overcorrection, refractive corneal scars, or reversion or regression of
effect. There can be no assurance that additional complications will not be
identified in the future that may materially and adversely affect the safety
and efficacy of LVC procedures for performing refractive surgery, and which
would negatively affect market acceptance of such procedures and/or lead to
adverse regulatory action or product liability or other claims, any of which
could have a material adverse effect on the Company's business, financial
condition, prospects and results of operations.
RELIANCE ON SUPPLIERS OF LASER EQUIPMENT. The Company is not involved
in the research, development or manufacture of laser equipment and is
dependent upon unrelated third-party manufacturers or distributors for supply
and service of LVC equipment required for providing access to LVC Services.
Vista believes that two companies in the U.S., Summit Technology, Inc.
("Summit") and VISX, Incorporated ("VISX"), account for approximately 70% of
the excimer lasers for refractive surgery that have been installed to date.
Nidek Co., Ltd. of Japan is also believed to be a significant factor outside
of the U.S.
VISX and Summit are currently the only manufacturers of excimer lasers
that have FDA approval to sell excimer lasers in the U.S. for commercial use
in performing LVC procedures. There can be no assurance that VISX and Summit
will supply lasers in the amounts or at the times needed by the Company in the
future or that other disruptions in supply will not occur. Summit and VISX
currently require license, royalty or other fees for the purchase and use of
their excimer laser systems that may place users of such equipment at a
competitive cost disadvantage. The Company's ability to offer LVC equipment
and services at additional locations for future expansion, and the timing
thereof, will be dependent upon the availability of equipment from suppliers
with equipment approved for commercial use in the U.S. and the availability,
if any, of additional capital and financing programs to acquire equipment on a
lease or installment purchase basis.
RISK OF FUTURE TECHNOLOGICAL CHANGE. Refractive eye care in general and
the development of LVC procedures in particular have undergone and may be
expected to continue to experience technological change. There can be no
assurance that future technological innovations and developments will not
render the Company's equipment uneconomical or obsolete or that the Company
will not be adversely affected by competition or future technological
developments.
NO THIRD-PARTY REIMBURSEMENT. At present, third party reimbursement
through health insurance or other third-party reimbursement programs generally
is not available for PRK and other LVC refractive surgical procedures. The
Company does not anticipate that third-party reimbursement for LVC procedures
will be available in the foreseeable future, and this factor may restrict the
market for LVC patients and related LVC services offered by the Company.
VOLATILITY OF SECURITIES PRICES; LOW TRADING VOLUME. The public market
for equity securities of high technology and medical companies, including
securities of companies engaged in providing LVC equipment and/or services,
has been volatile. Factors such as quarterly variations in operating
results, trading volume, general market trends, announcements of technological
innovations or new commercial products, announcements by competitors.
governmental regulation and approvals, public or regulatory agency concerns as
to the safety of LVC procedures and general market conditions may have a
significant effect on the market price of the Company's common stock and its
other equity securities. In addition, in general, the Company's common stock
has been thinly traded, which may affect the ability of Vista s stockholders
to sell shares of its common stock in the public market. There can be no
assurance that a more active trading market will develop in the future.
99-6
<PAGE>
FOREIGN CURRENCY FLUCTUATIONS. The Company's European operating
subsidiaries in Italy and Sweden currently represent a significant portion of
Vista's revenues and expenses that are collected and paid in foreign
currencies. The Company publishes its consolidated financial statements in
U.S. dollars after translating transactions in foreign currencies into U.S.
dollars. In periods when the U.S. dollar depreciates against the relevant
foreign currencies, reported earnings attributable to transactions in foreign
currencies may be materially enhanced. In periods when the U.S. dollar
appreciates against the relevant foreign currencies, however, reported
earnings attributable to transactions in foreign currencies may be materially
reduced. Fluctuations in the exchange rate between foreign currencies and the
U.S. dollar may also affect the book value of the Company's assets and the
amount of its stockholders' equity.
99-7
