<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: June 27, 1997
AUTONOMOUS TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 0-28278 59-2554729
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2800 Discovery Drive, Orlando, Florida 32826
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 384-1600
<PAGE>
ITEM 5: OTHER EVENTS
On June 27, 1997, Autonomous Technologies Corporation filed with the
Secretary of State of the State of Florida an Amendment to its Third Amended and
Restated Articles of Incorporation. The Amendment to the Third Amended and
Restated Articles of Incorporation for Autonomous Technologies Corporation was
adopted by the Company on June 12, 1997, pursuant to a recommendation by the
Board of Directors of the Company to the shareholders of the Company and
approval by the shareholders on June 12, 1997, at the annual meeting of the
shareholders.
Included within the Amendment to the Third Amended and Restated Articles of
Incorporation are amendments to three Articles. The first amendment, to Article
IV, increased the number of authorized shares of the Company's Common Stock that
the Company is authorized to issue from 15,000,000 shares to 25,000,000 shares.
The second amendment, to Article XI, provides that any action to be taken by
written consent in lieu of an annual or special meeting of the stockholders is
prohibited unless the use of written consents is approved in advance thereof by
the Board of Directors. The third amendment adds Article XIII to the Articles
and provides that an affirmative vote of the holders of not less than two-thirds
of the outstanding voting shares is required to amend such a prohibition of the
use of written consents by the stockholders set forth above.
On July 1, 1997, the Company completed a private placement of 3,000,000
shares of Common Stock at $3.00 per share. The Company's press release in the
matter, dated July 2, 1997, entitled "Autonomous Technologies Closes $9 Million
Private Placement" is attached as Exhibit 99.2.
2
<PAGE>
EXHIBITS
Exhibit Number Exhibit Table
- ---------------- ----------------------------------------------------------
99.1 Articles of Amendment to the Third Amended and Restated
Articles of Incorporation of Autonomous Technologies
Corporation.
99.2 Press Release, entitled "Autonomous Technologies Closes
$9 Million Private Placement", dated July 2, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Autonomous Technologies Corporation
Date: July 1, 1997 By: /s/ Randy W. Frey
-------------- ----------------------------------------
Randy W. Frey, Chairman of the Board,
President, and Chief Executive Officer
3
<PAGE>
INDEX TO EXHIBITS
Sequentially
-------------
Exhibit Description Numbered Page
- --------- ----------------------------------------- -------------
99.1 Articles of Amendment to the Third Amended and
Restated Articles of Incorporation of Autonomous
Technologies Corporation.
99.2 Press Release, entitled "Autonomous Technologies
Closes $9 Million Private Placement", dated July 2, 1997.
4
<PAGE>
EXHIBIT 99.1
ARTICLES OF AMENDMENT TO THE
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
AUTONOMOUS TECHNOLOGIES CORPORATION
The undersigned, Randy W. Frey, Chairman of the Board, President, and Chief
Executive Officer of Autonomous Technologies Corporation, a Florida corporation
(the "Corporation") hereby executes the following Amendment to the Third Amended
and Restated Articles of Incorporation (the "Articles of Incorporation") of the
Corporation:
ARTICLE I: Name. The name of the Corporation is Autonomous Technologies
---------
Corporation.
ARTICLE II: Amendments. The Articles of Incorporation of the Corporation
----------
are hereby amended as follows:
(a) The first paragraph of Article IV, of the Articles of
Incorporation is deleted in its entirety and replaced by the following:
"The maximum number of shares of its common stock that the Corporation is
authorized to have outstanding at any one time is 25,000,000 shares, $0.01 per
share par value (the "Common Stock"). The maximum number of shares of its
preferred stock that the Corporation is authorized to have outstanding at any
time is 1,000,000 shares, $0.01 per share par value (the "Preferred Stock").
The consideration to be paid for each share shall be fixed by the Board and may
be paid in whole or in part in cash or other property, tangible or intangible,
or in labor or services actually performed or to be performed for the
Corporation, with a value, in the judgment of the directors, equivalent to or
greater than the full value of the shares."
(b) Article XI is deleted in its entirety and replaced by the
following:
"A majority of the shares entitled to vote, represented in person or in
proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum
is present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless otherwise set forth herein."
(c) Article XIII is added, entitled "Prohibition of Written
Consents Without Board of Director Approval" as follows:
"Action to be taken by written consent in lieu of an annual or special
meeting of the shareholders is prohibited unless the use of written consents is
approved in advance thereof by the Board of Directors. Any amendment of this
provision requires an affirmative vote of the holders of not less than two-
thirds of the outstanding voting shares."
<PAGE>
ARTICLE III: These amendments to the Third Amended and Restated Articles
-----------
of Incorporation were adopted by the Corporation on June 12, 1997, pursuant to a
recommendation by the Board of Directors of the Corporation to the shareholders
of the Corporation and approval by the shareholders on June 12, 1997, at the
annual meeting of the shareholders. The number of votes cast for each of the
amendments by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Third Amended and Restated Articles of Incorporation, this 24
day of June, 1997.
Autonomous Technologies Corporation
By: /s/ Randy W. Frey
----------------------------------
Randy W. Frey, Chairman of the Board,
President, Chief Executive Officer
<PAGE>
COMPANY CONTACT INVESTOR RELATIONS CONTACT:
Roslyn Palmiere Evan D. Smith, CFA/Olga Fleming
Investor Relations [email protected]/[email protected]
Autonomous Technologies Lippert Heilshorn & Associates, Inc.
(407) 384-1603 (212) 838-3777
AUTONOMOUS TECHNOLOGIES CLOSES $9 MILLION PRIVATE PLACEMENT
-----------------------------------------------------------
ORLANDO, FL, JULY 2, 1997, AUTONOMOUS TECHNOLOGIES CORPORATION (NASDQ: ATCI)
announced today that it closed the previously announced transaction for the
private sale of 3,000,000 shares of common stock at $3.00 per share. A resale
registration statement pertaining to these shares was declared effective on June
30, 1997 by the Securities and Exchange Commission. EVEREN Securities, Inc.
acted as the placement agent for this private placement.
The net proceeds of the offering will be used to fund the Company's costs of
clinical trials, new product development, other on-going operations, and
capital expenditures and working capital. As a result of the sale of these
shares, the Company has approximately 9.9 million shares of common stock
outstanding.
ATCI is engaged in the design and development of the next generation excimer
laser instruments for laser refractive surgery. ATCI's T-PRK(R)
(Tracker-assisted Photorefractive Keratectomy) instrument combines high speed,
laser radar eye-tracking (LADARVision(R)) with precisely controlled,
narrow-beam shaping technology.
The statements in this press release which express belief, anticipation or
expectations, as well as other statements which are not historical fact, are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve risks and uncertainties that could
cause actual results or performance of the Company to differ materially from the
results or performance described herein.
# # #
