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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
AUTONOMOUS TECHNOLOGIES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
05329 H 10 5
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The Information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP NO. 05329 H 10 5 13G PAGE 2 OF 5 PAGES
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<C> <S> <C>
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1 NAME OF REPORTING PERSON
CIBA VISION GROUP MANAGEMENT, INC.
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-3264556
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,256,550
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6 SHARED VOTING POWER
- 0 -
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7 SOLE DISPOSITIVE POWER
1,256,550
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8 SHARED DISPOSITIVE POWER
- 0 -
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,550
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
NOT APPLICABLE.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.579%
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Page 2 of 5 Pages
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12 TYPE OF REPORTING PERSON*
CO
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ITEM 1.
(a) Name of Issuer: Autonomous Technologies Corporation
(b) Address of Issuer's Principal Executive Offices: 520 N. Semoran Blvd.
Orlando, FL 32807
ITEM 2.
(a) Name of Persons Filing: CIBA Vision Group Management, Inc.
(b) Address of Principal Business Office: 11460 Johns Creek Parkway
Duluth, GA 30136
(c) Citizenship/Place of Organization: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 05329H 10 5
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 1,256,550
(b) Percent of Class: 18.579%
(c) For information on voting and dispositive power with respect to the above
listed shares, see Items 5-8 of the Cover Page.
ITEM 4. CONTINUED:
CIBA has the right to acquire additional shares pursuant to the Strategic
Alliance Agreement (the " Agreement") described below. CIBA and Autonomous
Technologies Corporation (the "Company") have entered into an Agreement whereby
CIBA paid a designated dollar amount to the Company and agreed to provide in-
kind services of equal value over a three-year period.
The Agreement with CIBA provides that the Company shall pay commissions to
CIBA in the amount of 6% of certain revenues. The CIBA commissions are limited
to an aggregate amount except as described below. In the event the Company has
not paid commissions to CIBA totalling a designated amount or more by May 15,
1999, the Company must deliver to CIBA shares of Common Stock (the "Additional
Shares"), and continue to pay commission until the designated aggregate amount
is reached. If the Additional Shares are issued, the number of such shares must
be adjusted so that the Additional Shares have a market value of a designated
amount on May 15, 1999. The number of Additional Shares to be delivered to CIBA
in 1999, 529,500 shares of Common Stock, is also subject to certain adjustments
pursuant to anti-dilution provisions, such as selling stock at a price lower
than $5.33 per share, stock splits and stock dividends. If the Company has paid
the designated amount or more in commissions to CIBA by May 15, 1999, the
Company may, at its option, deliver the Additional Shares to CIBA or continue
paying commissions for five additional years at the rate of 6% of certain
revenues.
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CIBA may, at its sole discretion, terminate the Agreement upon 180
days notice to the Company. In such event, the Company would be obligated to
continue to pay to CIBA for up to three years beyond termination the 6%
commission on certain revenues. Additionally, CIBA has the right to terminate
the Agreement upon 30 days notice should there be a change of control of the
Company. CIBA also has the right to terminate the Agreement upon 30 days notice
if it determines, in its sole discretion, that the Company's core technology or
the commercial essence of the technology is not patentable, or that additional
licenses are necessary, are not obtained or would have a material adverse impact
upon the commercial value of the Company's technology. CIBA also has the right
to terminate such agreement (i) if the Company materially breaches such
agreement and does not cure such breach within the cure period, (ii) if the
Company becomes insolvent, or (iii) if the control of the Company falls into the
hands of a competitor to CIBA. Early termination of the Agreement pursuant to
its terms would not relieve the Company from its obligation to deliver the
Additional Shares. However, in the event CIBA exercises its discretionary
authority to terminate the Agreement prior to the expiration of the three-year
in-kind service period, and prior to the expenditure of a designated amount for
in-kind services, the Company would be entitled to a pro rata reduction in the
number of Additional Shares to be delivered.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
The certification is not applicable. CIBA purchased the shares prior to the
Company becoming a reporting company as described in the registration statement
filed by the Company under the Securities Act of 1933, as amended, effective as
of May 1, 1996, file number 333-2068.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 1, 1997.
CIBA VISION GROUP MANAGEMENT, INC.
By: /s/ Christopher G. Fitzpatrick
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Title: General Counsel & Corporate Secretary
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