<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AUTONOMOUS TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
59-2554729
(I.R.S. Employer Identification No.)
2800 Discovery Drive, Orlando, Florida 32826, (407) 384-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Randy W. Frey, 2800 Discovery Drive, Orlando, Florida 32826, (407) 384-1600
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
----------------
Copy to:
William A. Grimm, Esq., Gray, Harris & Robinson, P.A.,
201 East Pine Street, Suite 1200, Orlando, Florida 32801, (407) 843-8880
----------------
Approximate date of commencement of proposed sale to the public: ________, 1998.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered (2) offering price per unit (1) aggregate offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 3,835,075 $5.875 $22,531,066 $6,647
par value shares
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on January
2, 1998
(2) The amount of shares of common stock to be registered herein represent
2,765,725 shares of common stock issued prior to the Company's initial public
offering and 1,069,350 shares of common stock underlying stock purchase
warrants. The stock purchase warrants are not being registered herein.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated January 7, 1998
PROSPECTUS
3,835,075 Shares
AUTONOMOUS TECHNOLOGIES CORPORATION
This Prospectus relates to the public offering, which is not being
underwritten, of 3,835,075 shares (the "Shares") of Common Stock, par value
$0.01 per share (the "Common Stock") of Autonomous Technologies Corporation (the
"Company"). All of the Shares may be offered by certain stockholders of the
Company, certain holders of stock purchase warrants, or by pledgees, donees,
transferees or other successors in interest that receive such shares as a gift,
partnership distribution or other non-sale related transfer (the "Selling
Stockholders"). The Shares were either issued to the Selling Stockholders prior
to the Company's initial public offering, or are subject to issuance to certain
of the Selling Stockholders upon the exercise of warrants purchased prior to the
initial public offering or issued subsequent thereto. The Shares and the stock
purchase warrants were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
provided by Section 4(2) thereof.
The Shares may be offered by the Selling Stockholders from time to time in
transactions on the Nasdaq National Market, in privately negotiated
transactions, or by a combination of such methods of sale, at such fixed prices
as may be negotiated from time to time, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares from whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company has agreed to bear certain
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholders. The Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act.
The Common Stock of the Company is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol "ATCI." On January 2, 1998,
the last sale price for the Common Stock as reported by Nasdaq was $5.875 per
share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
THE DATE OF THIS PROSPECTUS IS __________, 1998
- --------------------------------------------------------------------------------
LADARVision and T-PRK are registered trademarks of the Company. T-LASIK
and CustomCornea are trademarks of the Company. Ciba Vision is a registered
trademark of Ciba Vision Corporation. Other trademarks used herein are the
property of their respective owners.
- --------------------------------------------------------------------------------
<PAGE>
AVAILABLE INFORMATION
This Prospectus, which constitutes a part of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the" Securities Act"), omits certain of the information set forth in
the Registration Statement. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Commission described
below.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facility maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional office located at 1401 Brickell Avenue, Suite 200,
Miami, FL, 33131. The Commission maintains a website that contains reports,
proxy statements and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
web site is http://www.sec.gov. Copies of such material can be obtained from
the Public Reference Section of the Commission, located at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common Stock
is quoted on the Nasdaq National Market. Reports, proxy statements and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company (File
No. 0-28278) with the Commission are incorporated herein by reference: (a)
Annual Report on Form 10-K for the Fiscal Year ended December 31, 1996; (b)
Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 1997; (c) Definitive Proxy Statement dated April 30, 1997, filed
in connection with the Company's 1997 Annual Meeting of Stockholders; (d) the
description of the Company's Common Stock included in the Company's Registration
Statement on Form 8-A, dated April 23, 1996; (e) Amended Registration Statement
on Form S-3, dated June 27, 1997; and (f) the Company's Current Reports on Form
8-K dated June 24, July 2, and December 23, 1997.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be
directed to Monty K. Allen, Autonomous Technologies Corporation, 2800 Discovery
Drive, Orlando, Florida 32826, (407) 384-1600.
In evaluating the Company's business, prospective investors should
carefully consider the following risk factors before purchasing the securities
offered hereby. This Prospectus contains certain forward-looking statements.
Statements of plans, intentions and objectives by the Company and statements of
future economic performance contained in this Prospectus should be deemed to be
forward-looking statements. Cautionary statements are made in certain sections
of this Prospectus, including "Risk Factors," and in documents incorporated by
reference into this Prospectus. These cautionary statements should be read as
being applicable to all related forward-looking statements wherever they appear
in this Prospectus, the materials referred to in this Prospectus or the
materials incorporated by reference into this Prospectus.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial data appearing elsewhere and incorporated by reference
in this Prospectus. This Prospectus contains, in addition to historical
information, forward looking statements that involve risks and uncertainties.
Investors should carefully consider the information set forth under the heading
"Risk Factors."
THE COMPANY
Autonomous Technologies Corporation (the "Company"), a Florida corporation
formed in 1985, has been engaged since 1993 in the design and development of the
next generation of excimer laser instruments for laser vision correction ("LVC")
to reduce or eliminate a person's dependence on eyeglasses or contact lenses.
The Company's technology combines eye tracking with a narrow beam excimer laser
to treat common refractive vision disorders such as myopia (nearsightedness),
hyperopia (farsightedness) and astigmatism (blurred vision). The Company's
objective is to improve refractive surgical outcomes for these conditions over
those achieved by earlier LVC systems.
Vision correction is one of the largest medical markets, with approximately
136 million people in the United States using eyeglasses or contact lenses.
Within this group, approximately 60 million people are myopic. Industry sources
estimate that Americans spend approximately $13 billion, at retail prices, on
eyeglasses, contact lenses and other vision correction products and services
each year.
The Company's LADARVision(R) System (formerly known as the T-PRK(R) System)
technology combines high speed, laser radar eye tracking with narrow beam
shaping to form its new and proprietary technology platform. The LADARVision
System is designed to address a need for sophisticated eye tracking to
compensate for saccadic eye movement during surgery. Saccadic eye movements are
very rapid, involuntary and random in amplitude and direction and are not
suppressed or reduced by medication used during LVC. These eye movements
degrade LVC predictability and visual quality. The Company believes that the
LADARVision System provides higher accuracy ablation by virtually eliminating
decentration and shaping error caused by eye movement. Additionally, the narrow
beam excimer provides a smooth ablation, and the Company's algorithms and
shaping apparatus offer high speed to minimize surgical duration while retaining
a high degree of pointing accuracy to achieve predictable shaping.
The Company believes the LADARVision System will yield more stable,
predictable results with less post-operative regression, potentially improving
visual quality and clinical outcomes for low to moderate myopia compared to
first generation excimer laser PRK systems manufactured and sold by its
competitors. The Company is currently conducting its Phase III U.S. clinical
trials for low to moderate myopia up to -10 diopters of mean spherical
equivalent, including up to -6 diopters astigmatism and for hyperopia up to +6
diopters, including up to -6 diopters astigmatism. Additionally, the Company
has begun Phase III U.S. clinical trials for LASIK (a modified surgical form of
LVC) for up to -15 diopters of mean spherical equivalent, including up to -6
diopters astigmatism. Data from LADARVision clinical trials to date, including
Phase III results, are supportive of improved stability and predictability for
low to moderate myopia patients. Further, the Company believes extensions of
its LADARVision technology platform may yield even greater improvements in
patient results for vision disorders that require more complex corneal reshaping
such as the many combinations of hyperopic and myopic sphere and astigmatism.
In 1994, the Company entered into a strategic alliance with CIBA Vision
Group Management, Inc. ("CIBA"), a wholly-owned subsidiary of Novartis, Ltd.
(formed by the merger of Ciba-Geigy, Ltd. of Basel, Switzerland and Sandoz,
Ltd.). The strategic alliance with CIBA is for the worldwide co-promotion of
the LADARVision System. Through September 30, 1997, CIBA has invested an
aggregate of approximately $5 million in cash and $1,039,000 in services in the
Company. As a result of this investment, CIBA owns approximately 13% of the
Company's outstanding Common Stock, not including shares that may be issuable to
CIBA in 1999. See "Risk Factors - Commission Obligation to CIBA; Future
Dilution" and "Item 13. - Certain Relationships and Related Transactions" in the
Company's Annual Report on Form 10-K for the fiscal year
1
<PAGE>
ended December 31, 1996 ("Form 10-K"). With experience in physician and retail
marketing and the second largest worldwide market share for contact lens and
lens care products, CIBA provides the Company with credibility and awareness in
both the ophthalmic and consumer markets. Under the strategic alliance, the
Company plans to utilize co-promotion strategies, such as product tie-ins, joint
advertising and shared exhibit space, on a project-by-project basis. The Company
retains the worldwide marketing rights for its LADARVision System.
The Company's marketing strategy is designed to broaden the penetration of
the LADARVision System in the refractive surgery market by significantly
reducing the up-front cost to the ophthalmologist of current PRK systems. This
marketing strategy would allow physicians to utilize the LADARVision System by
paying an advance procedure fee for the equipment and paying a per procedure
service fee thereafter.
RECENT DEVELOPMENTS
PMA FILE ACCEPTANCE, OCTOBER, 1997. The Company received FDA acceptance of
its pre-market approval application (PMA) filing on the LADARVision System,
stating that the Autonomous LADARVision eximer laser system PMA is sufficiently
complete to permit a substantive review and is, therefore, suitable for filing.
The PMA application encompasses correction of up to -10 diopters of myopic
refractive error. An amendment to the PMA has since been filed covering
astigmatic correction up to -10 diopters of sphere and up to -6 diopters of
astigmatism.
LASIK TRIALS BEGIN, OCTOBER, 1997. The Company received FDA approval to
begin U.S. FDA LASIK trials on up to -15 diopters of myopia with up to -6
diopters of astigmatism.
U.S. HYPEROPIA/ASTIGMATISM TRIALS BEGIN, SEPTEMBER, 1997. The Company
began its U.S. clinical trial in hyperopia including hyperopic astigmatism. The
Company received FDA approval to conduct a multicenter hyperopia/astigmatism
clinical study to treat up to +6 diopters of hyperopia and up to -6 diopters of
astigmatism.
FIRST COMMERCIAL PLACEMENT, AUGUST, 1997. The Company placed its first
commercial LADARVision System at a clinic in Toronto, Canada under the
Autonomous Affiliates Program(SM) whereby the clinic will pay Autonomous on a
per-procedure basis.
PRIVATE PLACEMENT, JUNE 1997. The Company completed a private placement of
3,000,000 shares of the Company's Common Stock. The Shares were sold pursuant
to an exemption from the registration requirements of the Securities Act
provided by Section 4(2) thereof. The Company filed a Registration Statement on
Form S-3 on behalf of the purchasers covering the resale of the shares.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET FORTH
HEREIN IN THE SECTION CAPTIONED "RISK FACTORS" WHICH IMMEDIATELY FOLLOWS THIS
SECTION ON PAGE 3.
-------------------------
The Company's executive offices are located at 2800 Discovery Drive,
Orlando, Florida 32826, where it also maintains its primary research,
manufacturing and sales facilities. Its telephone number at that location is
(407) 384-1600.
-------------------------
2
<PAGE>
RISK FACTORS
In evaluating the Company's business, prospective investors should
carefully consider the following risk factors before purchasing the securities
offered hereby. This Prospectus contains certain forward-looking statements.
Statements of plans, intentions and objectives by the Company and statements of
future economic performance contained in this Prospectus should be deemed to be
forward-looking statements. Cautionary statements are made in certain sections
of this Prospectus. These cautionary statements should be read as being
applicable to all related forward-looking statements wherever they appear in
this Prospectus, the materials referred to in this Prospectus or the materials
incorporated by reference into this Prospectus.
ABSENCE OF OPERATING HISTORY AND PROFITABILITY; EXPECTED FUTURE LOSSES.
The Company was founded in 1985 to develop laser tracking technology for the
Department of Defense under the Strategic Defense Initiative and did not pursue
development of the LADARVision System product until 1993. The Company to date
has installed seven units for clinical trials and is concluding with
postoperative patient follow-ups with its myopia and astigmatism U.S. Phase III
patient treatments. The Company has generated limited revenues to date and has
incurred net losses since 1991. The Company's LADARVision System may require
additional product development, will require additional clinical studies for
indications beyond low and moderate myopia and astigmatism and will require
marketing investment as well as its Pre-Market Approval ("PMA") from the FDA as
a Class III device prior to United States commercialization. There can be no
assurance that any of the Company's product, clinical or market development
efforts will be successfully completed, that regulatory approvals will be
obtained, or that the Company's products will be capable of being produced in
commercial quantities at reasonable cost. Further, it is expected that the
Company will continue to incur substantial losses for some time after it enters
the United States market for laser vision correction, and there can be no
assurance that the Company will attain profitability at any time in the future.
UNCERTAIN MARKET ACCEPTANCE OF LVC. The Company believes that its long-
term growth and ultimate profitability will depend upon acceptance of LVC in the
United States and certain international markets and the Company's ability to
penetrate the LVC market successfully. LVC has only been marketed in the United
States for approximately 28 months and initial market growth has been slower
than anticipated (published market estimates have shown 100,000 and 200,000 U.S.
procedures for the calendar years 1996 and 1997, respectively). The degree of
eventual acceptance of LVC by ophthalmologists and persons needing refractive
correction as an alternative to existing methods of treating or correcting
vision disorders is still undeterminable. The acceptance of LVC by the general
population may be affected adversely by its retail price, concerns relating to
its safety and efficacy, and the accepted effectiveness of alternative methods
of correcting refractive vision disorders. Additionally, the current lack of
long-term follow-up data, the possibility of unknown side effects, and the
expected lack of third-party reimbursement for the procedure might also
adversely affect demand. Any future reported adverse events or other
unfavorable publicity involving patient outcomes from the use of legal or
illegal LVC systems manufactured by any participant in the LVC market could also
adversely affect consumer acceptance. Ophthalmologist and optometrist
acceptance (the latter for referrals) could also be affected by the high costs
and expenses of excimer laser systems, which might preclude access to such
systems by some professionals. In addition, the Company's marketing strategy
relies, in part, on ophthalmologists who are currently using an existing excimer
laser system to replace their equipment with the Company's LADARVision system.
Emerging new refractive surgery technologies and procedures may also have the
potential to compete with or materially limit the acceptance of LVC. Current
ophthalmic product suppliers whose products, including eyeglasses and contact
lenses, are alternatives to LVC also may adversely affect the market acceptance
of LVC by their retail marketing strategies, including aggressive pricing. The
failure of LVC to achieve broad market acceptance would have a material adverse
effect on the Company's business, financial condition and results of operations.
There can be no assurance that there will be demand for the Company's
LADARVision System.
GOVERNMENT REGULATION; FOOD AND DRUG ADMINISTRATION; POSSIBLE FAILURE TO
OBTAIN REGULATORY APPROVAL FOR PRODUCTS. Medical devices are subject, prior to
clearance for marketing, to rigorous pre-clinical and clinical testing mandated
by the FDA and comparable agencies in other countries and, to a lesser extent,
by
3
<PAGE>
state regulatory authorities. The Company has filed a PMA application with
the FDA for approval of its LADARVision System as a Class III device for
treating low myopia and must file an amendment thereto or additional PMA
applications for other vision disorders.
The process of obtaining approval of a PMA application is lengthy,
expensive and uncertain. It requires the submission of extensive clinical data
and supporting information to the FDA. The PMA process also typically has
required a public hearing before an advisory panel comprised of experts in the
field. However, the FDA is not bound by the advisory panel's recommendations
when it seeks them. In late 1996, the FDA issued a definitive statement
entitled "FDA Guidance for Photorefractive Keratectomy Laser Systems: IDE
Studies and PMA Applications" (the "Guidance Document"). The Guidance Document
offers companies pursuing FDA approval of LVC systems substantially more defined
filing paths, study design and execution requirements, and safety and efficacy
data levels that will have to be achieved in order to be a candidate for
issuance of a PMA. The Company believes that the Guidance Document will make the
process of obtaining PMA approvals for LVC systems less uncertain and more
predictable but will not eliminate the risk that the Company will not be granted
a PMA. The Company believes that its engineering, clinical trials and data
gathering and analysis, including that which was accomplished before the
existence of the Guidance Document, are in substantial compliance with the
Guidance Document.
Products manufactured and distributed by the Company pursuant to a PMA will
be subject to extensive, ongoing regulation by the FDA. The FDA enabling
legislation, the Food, Drug and Cosmetic Act (the "FDC Act") also requires the
Company to manufacture its products in accordance with its current Quality
System Regulations ("QSR"). The Company's facilities will be subject to
periodic, surprise QSR inspections by the FDA. These regulations impose certain
procedural and documentation requirements upon the Company with respect to
manufacturing and quality assurance activities. QSR regulations are consistent,
to the extent possible, with the requirements for quality systems contained in
applicable international standards, primarily, the International Standards
Organization (ISO) 9001.
The Company's manufacturing facilities eventually must comply with current
ISO 9001 qualifications and FDA QSR guidelines before the Company's PMA can be
granted. The Company's facilities are bing readied to comply with such
requirements. If any noncompliance with these regulations is noted during
facility inspections, the initial or continued marketing of the Company's
products may be adversely affected.
Additionally, product and procedure labeling and all forms of promotional
activities are subject to examination by the FDA, and current FDA enforcement
policy prohibits the marketing of approved medical devices for unapproved uses.
Noncompliance with these requirements may result in warning letters, fines,
injunctions, recall or seizure of products, suspension of manufacturing, denial
or withdrawal of PMAs, and criminal prosecution.
The FDA Quality System Regulation and ISO 9001 require the Company to
maintain a supplier-quality program with major sub-contractors in order for the
Company's product to carry the claim of having been manufactured in a quality
environment. As a result, at least two of the Company's current sub-contractors
will be required to establish documented quality systems. Currently one of
those sub-contractors meets those standards. There can be no assurance that the
remaining sub-contractor can meet the standards in a timely fashion.
Furthermore, there is always the risk that existing sub-contractors who meet the
requirements currently will not meet them at some time in the future. As a
result, it is possible that the Company's commercial capability could be
hindered at some time in the future because it is unable to pass QSR inspections
by the FDA, its subcontractor's documented quality systems fail to be
sufficient, or the Company is unable to obtain the "CE" mark to enable the
Company to distribute products in Europe in 1998 and beyond. (See "Risks
Associated with International Commercial Activities" for a discussion of the
"CE" mark.)
Requirements for regulatory approval relating to the LADARVision System may
vary widely from country to country, ranging from simple product registrations
to detailed submissions such as those required by
4
<PAGE>
the FDA. No regulatory clearances have been obtained in any such countries, and
there is no assurance that any will be issued.
Changes in existing regulatory requirements or adoption of new requirements
could have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance that the Company
will not be required to incur significant costs to comply with laws and
regulations in the future or that laws and regulations will not have a material
adverse effect on the Company's business, financial condition or results of
operations.
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY. The Company's success
will depend in part on its ability to obtain patents for its products and
processes, to preserve its trade secrets and to operate without infringing upon
the proprietary rights of third parties. In particular, whether the Company can
protect its proprietary tracking and narrow-beam shaping technology is critical
to its ability to differentiate it from existing LVC systems. The Company has
filed eleven patent applications in the United States and several foreign patent
applications related to several features of its eye tracking technology as well
as to its narrow beam delivery, corneal sculpting methods and advanced
topographical analysis. Three of these applications have resulted in the
issuance of United States patents, all claims for two additional patents have
been allowed, and 13 claims in one additional patent application have been
allowed. It is uncertain as to whether any other patents will be issued,
whether the scope of any patent protection will exclude competitors or provide
meaningful competitive advantages to the Company, whether any of the Company's
patents will be held valid if subsequently challenged, or whether others will
not claim rights in or ownership of the patents and other proprietary rights
held by the Company.
In both the United States and overseas, there are a number of patents
covering methods, procedures and apparatus for performing corneal surgery with
ultraviolet laser ablation. Furthermore, there are existing patents in eye
tracking and narrow beam excimer shaping. The patent positions of medical
technology are generally uncertain and involve complex legal and factual
questions. Consequently, the Company does not know whether any of its pending
applications will result in the issuance of any patents or whether issued
patents will provide significant proprietary protection or will be circumvented
or invalidated. Since patent applications in the United States are maintained
in secret until patents are granted and since publication of inventions in
scientific or patent literature tend to lag behind patent grants by several
months, the Company cannot be certain that it was the first creator of
inventions covered by its pending patent applications or that it was the first
to file patent applications for such inventions.
PATENT LITIGATION. There has been significant patent litigation in the
medical device industry generally, and in LVC in particular. The defense and
prosecution of patent proceedings is costly and involves substantial commitments
of management time. Adverse determinations in litigation or other patent
proceedings to which the Company may become a party could subject the Company to
significant legal judgments or other liabilities to third parties and could
require the Company to seek licenses from third parties that may or may not be
obtainable and may or may not be economically viable. Patent and other
intellectual property disputes in the medical device industry often are settled
through licensing arrangements. The costs associated with such arrangements may
be substantial, and could include ongoing royalties. Furthermore, there can be
no assurances that a settlement through licensing can be reached, accordingly,
an adverse determination in a judicial or administrative proceeding, or the
Company's failure to obtain necessary licenses, could prevent the Company from
manufacturing and selling its products in one or more markets, which could have
a material adverse effect on the Company's business, financial condition and
results of operations.
Two of the Company's competitors, Summit Technologies, Inc. ("Summit") and
VISX, have formed a United States partnership, Pillar Point Partners ("Pillar
Point"), to pool certain of their respective patents related to corneal
sculpting technologies. In October 1996, the Company filed suit in the U.S.
against Pillar Point alleging non-infringement, unenforceability and invalidity
of certain of the patents of Pillar Point. There can be no assurance that the
Company will prevail in this lawsuit or that other such suits will not arise.
5
<PAGE>
TECHNOLOGY LICENSES FROM PILLAR POINT AND OTHERS. Pursuant to the Pillar
Point partnership, Summit and VISX, whose products use excimer lasers for PRK,
have agreed to pay royalties and per procedure fees to Pillar Point under
licenses granted by Pillar Point. Depending upon whether the Company's
LADARVision System incorporates patented technology owned by or licensed to
Pillar Point and as may be required by any license agreement that the Company
may enter into with Pillar Point, the Company or its LADARVision System users
may be required to pay royalties and per procedure fees to Pillar Point for all
revenues generated in the United States. The Company has not obtained a license
from Pillar Point as of this date, and the actual per procedure fee and other
terms of any license, if such license is granted, have yet to be determined.
In addition, there may be other United States and foreign patents for which
the Company will need to negotiate licenses in order to sell, lease or use the
LADARVision System in certain markets.
There can be no assurance that the Company will be successful in securing
licenses, including any necessary licenses from Pillar Point, or that if the
Company does obtain licenses, such licenses will be on terms acceptable to the
Company. The failure to either obtain required licenses or to obtain licenses
on terms favorable to the Company could have a material adverse effect on the
business of the Company.
LIMITED HUMAN CLINICAL TRIAL DATA IN HYPEROPIA AND LASIK; LACK OF LONG-TERM
FOLLOW-UP. Substantial additional human clinical trials must be completed under
rigorous protocols at multiple sites in order to submit the required outcome
data for hyperopia/astigmatism and LASIK with the Company's PMA application(s).
The results of the Company's early clinical trials in myopia/astigmatism appear
satisfactory, but may not be indicative of results to be expected in future
clinical trials for expanded indications. If the Company's clinical trials do
not show consistently good outcomes, the Company may not be able to secure a PMA
for its products. Moreover, the results of clinical trials are not within the
Company's control, and the Company could experience delays in completing its
clinical trials for a variety of reasons. Any failure to obtain a PMA or delay
in clinical trials would have a material adverse effect on the Company's
business, financial condition and results of operations.
There have been concerns with respect to the safety and efficacy of LVC,
including the predictability and stability of results. Potential complications
and side effects in early LVC systems have included post-operative discomfort
due to re-epithelialization (eye membrane re-growth); 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 topical medication administered during and after the procedure; fluctuations
in refractive capabilities during healing; occasional decreases or permanent
loss in best corrected vision post-operatively (i.e., with corrective eyewear);
unintended over-corrections or under-corrections; regression of operative
effect; disorders of corneal healing; corneal scars; corneal ulcers and
unintentionally induced astigmatism. It is entirely unpredictable as to whether
long-term follow-up data on either clinical or later commercial patients from
any LVC system will reveal additional complications that may have a material
adverse effect on acceptance of LVC and market size which in turn would have a
material adverse effect on the Company's business, financial condition and
results of operations. Concern over the safety of LVC in general could, in
turn, result in adverse regulatory action which could have a material adverse
effect on the Company's business, financial condition and results of operations.
RAPIDLY CHANGING TECHNOLOGY; HIGHLY COMPETITIVE MARKETS. The refractive
surgery market is characterized by rapidly evolving technology and intense
competition. The Company is aware of two companies, Summit and VISX, that have
been granted their PMA's and are actively marketing LVC systems in the United
States for low myopia, and, in the case of VISX, astigmatism. Several
companies, including Chiron/Technolas, Coherent/Schwind, Nidek, Meditek,
Lasersight and Novatec, have introduced PRK systems outside the United States,
where PRK has been commercialized for treating refractive disorders. Such
companies either have begun or may soon begin clinical trials in the United
States. LVC providers who purchase equipment from Summit or VISX may be
reluctant to change to the new LADARVision System because of the significant
capital investment they have made or the familiarity with the equipment and the
inconvenience of changing to a new system. If
6
<PAGE>
other providers of PRK systems are able to saturate the United States market
with their equipment before the Company obtains FDA approval to market the
LADARVision System in the United States, the Company could experience a
significantly lower share of the market than anticipated which would have a
material adverse effect on the Company's business, financial condition and
results of operations.
Several of the Company's competitors have allied with or developed their
own vision care centers in Europe and the United States and have entered into
strategic alliances with prominent corporations in the worldwide ophthalmic
industry to promote their PRK excimer lasers. Many of these companies have
substantially greater capabilities than the Company in the areas of capital
resources, research and development resources and regulatory, manufacturing and
marketing experience. There can be no assurance that the Company's competitors
will not succeed in developing or marketing technologies and products that are
more effective and less expensive than those developed or marketed by the
Company or that would render the Company's technology and products obsolete or
noncompetitive.
Non-laser corrective refractive procedures and technologies are under
development, and it is possible that these technologies and procedures will be
successfully developed as competition to the Company's technology.
RELIANCE ON A SINGLE POTENTIAL PRODUCT. Currently the Company's only
significant planned product is the LADARVision System for refractive correction.
The Company's existing plans assume that it will derive substantially all of its
revenues from the LADARVision System. If the Company is unable to make
significant commercial placements of the LADARVision System for vision
correction, the viability of the Company would be jeopardized. Furthermore, if
the Company is unable to successfully design, clinically test and gain FDA
approval on additional indications, such as astigmatism, higher levels of
myopia, and hyperopia, the Company's future growth could be significantly
limited.
DEPENDENCE ON AND NEED FOR KEY PERSONNEL; POTENTIAL FAILURE TO MANAGE
GROWTH. Prior to 1995, the Company relied on consultants and contractors to
assist senior management in certain financial, regulatory, marketing and
manufacturing functions. During the latter half of 1995 and in 1996 and 1997,
the Company attracted senior personnel in marketing, clinical trials management,
finance, research and operations. As the Company continues the clinical
development of the LADARVision System and prepares for regulatory approvals and
other commercialization activities, it will need to continue to implement and
expand its operational, financial and management resources and controls.
Particularly important will be the need of the Company to build a manufacturing
and field service organization. The failure of the Company to attract and
retain experienced individuals for these positions, as well as any inability of
the Company to effectively manage growth in its domestic and international
operations as it transitions from a development stage enterprise to a commercial
entity, could have a material adverse effect on the Company's business,
financial condition and results of operations.
NO SIGNIFICANT SALES AND MARKETING EXPERIENCE; RELIANCE ON STRATEGIC
ALLIANCE PARTNER. The Company's efforts to date have focused on the development
and evaluation of the LADARVision System for treating refractive disorders. As
the Company continues clinical studies with the LADARVision System and prepares
for commercialization of the product internationally and in the United States,
it must build a sales and marketing infrastructure. The Company has limited
experience in the sales and marketing of capital equipment for laser vision
correction. In 1994 and 1995, the Company entered into agreements that form a
strategic alliance with CIBA for the worldwide co-promotion of the Company's T-
PRK System excimer laser. Although it has developed a strong reputation in
certain ophthalmic markets such as contact lenses, lens care and ophthalmic
pharmaceuticals, CIBA does not have considerable experience in the sale of
ophthalmic equipment or in the refractive surgery market. It is possible that
the Company will not be able to attract the personnel to develop the
infrastructure to effectively market the LADARVision System or that CIBA will
not be able to provide sufficient or effective co-marketing and business
support.
7
<PAGE>
RISKS ASSOCIATED WITH INTERNATIONAL COMMERCIAL ACTIVITIES. International
commercial activities, from which the Company expects to earn its first
commercial revenues from the LADARVision System, may be limited by or disrupted
by the imposition of government controls, unique license requirements, political
instability, trade restrictions, changes in tariffs or taxes, and difficulties
in staffing and managing such complexities.
In order to make commercial placements in Europe, the Company is required
to receive a "CE" mark certification, an international symbol of quality and
compliance with applicable European medical device directives, by June 1998. In
order to receive a CE mark certification, the Company must have obtained an ISO
9001 certification. Failure to receive a CE mark certification will prohibit
the Company from placing the LADARVision System in Europe and would have a
material adverse effect on the business, financial condition, and results of
operations of the Company.
COMMISSION OBLIGATION TO CIBA; FUTURE DILUTION. As part of the strategic
alliance with CIBA, the Company will pay a 6% commission on net revenue
worldwide from all equipment sales and patient procedure fees relating to
ophthalmic refractive surgery. The initial commission is limited to $10,000,000
in the aggregate. In the event the Company has not paid commissions to CIBA
totaling $10,000,000 or more by May 15, 1999, the Company must deliver to CIBA
610,534 shares Common Stock (the "Additional Shares"), and continue to pay
commissions until the $10,000,000 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 at least $2,400,000 on May 15,
1999. The Company's current business plan contemplates that commissions to CIBA
by May 15, 1999 will not total $10,000,000. Therefore, it should be assumed
that the Company will issue the Additional Shares on May 15, 1999. The 6%
commission will reduce the Company's income and margins from its business for
the period it is payable, and the potential future shares are prospectively
dilutive to stockholders in 1999.
POSSIBLE TERMINATION OF STRATEGIC ALLIANCE WITH CIBA. The strategic
alliance provides CIBA and the Company with certain termination rights. CIBA
may, at its sole discretion, terminate the strategic alliance 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 procedure fee revenue derived from LADARVision Systems that were
commercially placed at the time of the termination. Additionally, CIBA has the
right to terminate the strategic alliance upon 30 days notice should there be a
change of control of the Company (defined as the transfer of greater than 50% of
the voting stock or substantially all of the assets of the Company in a single
transaction or series of related transactions, excluding a bona fide public
offering). CIBA also has the right to terminate the strategic alliance 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 (other than that with Pillar Point) 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. In the event that CIBA terminates the strategic alliance, such
termination would have a material adverse effect on the operations, financial
condition and the results of operations of the Company, in that the Company
would be unable to utilize the CIBA name in connection with marketing the
LADARVision System, or to utilize other planned services as agreed to in the
strategic alliance.
LIMITED MANUFACTURING EXPERIENCE; LIMITED MANUFACTURING CAPACITY. The
Company's manufacturing operations consist primarily of the final assembly of
out-sourced parts and components, followed by testing to assure field
performance and quality control. To date, the Company has manufactured six
systems for clinical trials and five systems for other purposes. The Company
must expand its manufacturing capabilities for commercial production of the
LADARVision System in order to meet FDA manufacturing guidelines and to have the
capacity to address the market. However, it is uncertain as to whether the
Company will be able to expand its manufacturing operations in a timely manner
and at a reasonable cost to meet commercial demand.
8
<PAGE>
RELIANCE ON THIRD PARTY AND SOLE SOURCE SUPPLIERS. The Company relies on
third party suppliers to provide the components necessary for the manufacture of
the LADARVision System. The Company-patented laser component of the LADARVision
System is currently supplied by a single source according to the Company's
specifications under an exclusive supply agreement. The Company has the right
at any time to seek other producers of the laser. In addition to the laser
device, the most significant system component is the tracking hardware. Other
components of the LADARVision System such as the stereo microscope, computer
hardware and system casing are available from several sources. The Company may
be unable to obtain sufficient quantities of these components from single-source
or other suppliers or it may be unable to effect a change from a single source
supplier to another or other suppliers. In these instances, reductions in
manufacturing capability could occur that could cause delays in clinical trials,
regulatory approvals and commercialization which would have a material adverse
effect on the business, financial condition, and results of operations of the
Company.
NEED FOR ADDITIONAL CAPITAL TO FUND PLACEMENT OF THE LADARVISION SYSTEMS
AND FOR OPERATIONS. The Company's business strategy calls for the placement of
the LADARVision Systems with ophthalmologists primarily under procedure fee
agreements. As a result, the Company will be required to fund the cost of
manufacturing and installation of each system. Although the Company intends to
receive prepaid fees for the placement of each machine and to seek financing for
additional balances of capital investment, such prepaid fees and funding will
not cover the initial manufacturing and installation costs of each system. The
Company will be required to obtain financing at some point prior to achieving
high volume commercial use of its LADARVision Systems. There can be no
assurance that the Company will be able to borrow the funds or raise equity
capital as needed for the commercial placement of its LADARVision Systems or, if
such funding is obtained, that the terms of such funding will be favorable to
the Company. Until such time as the cash provided from the cumulative
LADARVision System placements is sufficient to cover the costs of the Company's
clinical, research, development and administrative endeavors, the Company will
need additional capital for funding of such operations.
POTENTIAL PRODUCT LIABILITY CLAIMS AND UNINSURED RISKS. The Company's
business involves the risk of product liability claims. Any inability of the
Company to maintain adequate insurance coverage at any time could, in the event
of product liability or other claims in excess of the Company's insurance
coverage, have a material adverse effect on the Company's business, financial
condition and results of operations. The Company has in the past agreed, and is
likely to in the future agree, to indemnify certain medical institutions and
personnel thereof conducting and participating in the Company's clinical
studies.
VOLATILITY OF STOCK PRICE. The Company's Common Stock has experienced
substantial price volatility, and such volatility may occur in the future.
Additionally, the stock market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock. In addition, the market price of
the shares of Common Stock is likely to be highly volatile. Factors such as
fluctuations in the Company's operating results, announcements of technological
innovations or new products by the Company or its competitors, FDA and
international regulatory actions, developments with respect to patents or
proprietary rights, including lawsuits, public concern as to the safety of
products developed by the Company or its competitors, changes in health care
policy in the United States and internationally, changes in analysts'
recommendations regarding the Company, other LVC or medical device companies or
the medical device industry generally and general market conditions may have a
significant effect on the market price of the Common Stock.
DILUTION. The price of the Common Stock offered hereby is substantially
higher than the pro forma net tangible book value per share of Common Stock.
Investors purchasing shares of Common Stock in this Offering will therefore
incur immediate and substantial dilution. Additional dilution is likely to
occur upon the exercise of outstanding warrants, stock options and the potential
issuance of shares to CIBA in 1999. If the Company finds it necessary to sell
Common Stock in the future at a price lower than in this Offering, the
purchasers in this Offering may suffer dilution in their holding at that time.
9
<PAGE>
CONTROL BY CERTAIN EXISTING STOCKHOLDERS. The directors, executive
officers and certain entities affiliated with directors of the Company
beneficially own approximately 25.9% of the Company's outstanding Common Stock.
Accordingly, these stockholders, individually and as a group, may be able to
influence the outcome of stockholder votes, including votes concerning the
election of directors, the adoption or amendment of provisions in the Company's
Third Amended and Restated Articles of Incorporation (the "Articles") and Bylaws
and the approval of certain mergers or other similar transactions. Such control
by existing stockholders could also have the effect of delaying, deferring or
preventing a change in control of the Company.
SHARES ELIGIBLE FOR RESALE. At September 30, 1997, the Company had
9,908,197 shares of Common Stock outstanding. The shares may be freely traded,
traded under certain volume and other restrictions set forth in Rule 144 (as
recently amended), or are restricted as set forth below.
At September 30, 1997, the Company has reserved 1,664,109 shares of Common
Stock for issuance pursuant to the 1995 Stock Option Plan and the 1996 Employee
Stock Purchase Plan (collectively, the "Stock Plans"). Of this amount, 911,902
shares were subject to outstanding options at September 30, 1997. Since the
Stock Plans have been registered on Form S-8 with the SEC, Common Stock issued
in conjunction with the Stock Plans are generally eligible for resale in the
open market.
At September 30, 1997, the Company has reserved 1,210,350 shares of Common
Stock for issuance upon the exercise of warrants outstanding. In the event the
holder of a stock purchase warrant would exercise that warrant for cash, the
shares received would be restricted Common Stock. However, if a holder of
certain warrants "converts" the warrant, the shares received would be eligible
for resale under Rule 144. Of these 1,210,350 warrants, 1,105,350 are "in the
money" and exercisable at September 30, 1997.
NO FORESEEABLE DIVIDENDS. The Company has never paid cash dividends on its
capital stock and does not anticipate paying cash dividends in the foreseeable
future. The Company intends to retain future earnings for reinvestment in its
business. Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon the Company's
financial condition, results of operations, capital requirements and such other
factors as the Board of Directors deems relevant.
ANTI-TAKEOVER MEASURES; POTENTIAL ADVERSE EFFECT ON COMMON STOCK PRICE.
The Company's Articles authorize the Company's Board of Directors to issue
shares of the Company's Preferred Stock and to determine the rights,
preferences, privileges and restrictions of such shares without any vote or
action by the stockholders. The issuance of Preferred Stock under such
circumstances could have the effect of delaying or preventing a change in
control of the Company. The rights of the holders of the Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be created and issued in the future.
On April 7, 1997, the Company's Board approved, and on June 12, 1997 the
stockholders approved, an amendment to the Company's Articles, providing 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 Company's Board and
stockholders further approved, an amendment to the Articles providing that an
affirmative vote of the holders of not less than two-thirds of the outstanding
voting shares is required to amend such prohibition of use of written consents
by the stockholders set forth above.
In addition, certain provisions of the Florida Business Corporation Act
have anti-takeover effects and may inhibit a non-negotiated merger or other
business combination. These statutory provisions are intended to encourage any
person interested in acquiring the Company to negotiate with and obtain the
approval of the Board of Directors in connection with such a transaction. One
of the effects of the provisions described above may be to discourage a future
attempt to acquire control of the Company that is not presented to and approved
by the Board of Directors, but which a substantial number, and perhaps even a
majority of the Company's stockholders,
10
<PAGE>
might believe to be in their best interests or in which stockholders might
receive a substantial premium for their shares over the current market prices.
As a result, stockholders who might desire to participate in such a transaction
may not have an opportunity to do so.
SELLING STOCKHOLDERS
The Shares covered by this Prospectus will be or have been acquired
pursuant to the exercise of warrants purchased or issued or were acquired from
the Company prior to the initial public offering of the Company's stock. The
offer and sale by the Company of the Common Stock and the stock purchase
warrants to the Selling Stockholders was made pursuant to an exemption from the
registration requirements of the Securities Act provided by Section 4(2)
thereof.
The following table sets forth the name of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by the Selling Stockholders
or the number of shares of Common Stock subject to issuance to the Selling
Stockholder upon the exercise of warrants owned by the Selling Stockholder as of
December 1, 1997 and the number of shares which may be offered pursuant to this
Prospectus. This information is based in part on information provided by the
Company's transfer agent. There are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares. The Shares are
being registered to permit public secondary trading of the Shares, and the
Selling Stockholders may offer the Shares for resale from time to time.
<TABLE>
<CAPTION>
Number of Shares Owned
Prior to Offering Ownership After Offering
----------------------- -------------------------
Number of
Name of Number of Shares Being Number of
Selling Stockholders Shares Percent % Offered Shares Percent %
- -------------------- ----------- ---------- -------------- --------- ----------
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard Argyle 3,000 * 3,000 0 *
3,000+ 3,000+
- ------------------------------------------------------------------------------------------------------------
Alfred J. Arsenault 6,000 * 6,000 0 *
- ------------------------------------------------------------------------------------------------------------
Beverly Berman Backerman & 3,000 * 3,000 0 *
Jeffrey K. Backerman 3,000+ 3,000+
- ------------------------------------------------------------------------------------------------------------
Charles A. Bayshore Trust 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------------------------
Christina E. Beale 1,000 * 1,000 0 *
- ------------------------------------------------------------------------------------------------------------
Julie T. Berlacher, Trust 15,000+ * 15,000+ 0 *
- ------------------------------------------------------------------------------------------------------------
Thomas L. Bivins & Jean G. 750 * 750 0 *
Bivins 750+ 750+
- ------------------------------------------------------------------------------------------------------------
David E. Boone 17,250 * 17,250 0 *
4,500+ 4,500+
- ------------------------------------------------------------------------------------------------------------
Brian C. Boone 1,000 * 1,000 0 *
- ------------------------------------------------------------------------------------------------------------
Donald B. Boone & Mary H. 1,500 * 1,500 0 *
Boone
- ------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Jonathan S. Boone 1,750 * 1,750 0 *
- ---------------------------------------------------------------------------------------
John L. Boone 1,000 * 1,000 0 *
- ---------------------------------------------------------------------------------------
John W. Boone 10,050+ * 10,050+ 0 *
- ---------------------------------------------------------------------------------------
John W. Boone Intervivos Trust 1,500 * 1,500 0 *
- ---------------------------------------------------------------------------------------
Kevin S. Boone 1,750 * 1,750 0 *
- ---------------------------------------------------------------------------------------
Lucy L. Boone 450 * 450 0 *
4,950+ 4,950+
- ---------------------------------------------------------------------------------------
Shannon L. Boone 1,000 * 1,000 0 *
- ---------------------------------------------------------------------------------------
Alan Braverman 3,000 * 3,000 0 *
3,000+ 3,000+
- ---------------------------------------------------------------------------------------
G. Bradley Burkhalter 10,000 * 10,000 0 *
- ---------------------------------------------------------------------------------------
James H. Burkhalter 45,450 * 45,450 0 *
18,000+ 18,000+
- ---------------------------------------------------------------------------------------
The Capozza Living Trust (1) 15,000 * 15,000 0 *
15,000+ 15,000+
- ---------------------------------------------------------------------------------------
Cascade Capital Partners 7,500 * 7,500 0 *
7,500+ 7,500+
- ---------------------------------------------------------------------------------------
CIBA Vision Group 1,256,550 11.4% 1,256,550 0 *
Managment, Inc. (2)
- ---------------------------------------------------------------------------------------
Bernard M. Cohn 15,000 * 15,000 0 *
7,500+ 7,500+
- ---------------------------------------------------------------------------------------
Marshall S. Cohn 15,000 * 15,000 0 *
7,500+ 7,500+
- ---------------------------------------------------------------------------------------
Clarion Capital Corporation 30,000 * 30,000 0 *
30,000+ 30,000+
- ---------------------------------------------------------------------------------------
John F. DeBenedetti 15,000 * 15,000 0 *
15,000+ 15,000+
- ---------------------------------------------------------------------------------------
Michael R. Deitz Trust 30,000 * 30,000 0 *
30,000+ 30,000+
- ---------------------------------------------------------------------------------------
Carl Dillman 1,500 * 1,500 0 *
1,500+ 1,500+
- ---------------------------------------------------------------------------------------
Nancy Dillman 3,000 * 3,000 0 *
3,000+ 3,000+
- ---------------------------------------------------------------------------------------
G. Richard Downes, Jr. (5) 62,100 * 62,100 0 *
- ---------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
George W. Edwards DMD PA 7,500 * 7,500 0 *
Profit Sharing Trust
- ---------------------------------------------------------------------------------------
Kristin Enghauser 4,500 * 4,500 0 *
4,500+ 4,500+
- ---------------------------------------------------------------------------------------
Ashli F. Evans 1,000 * 1,000 0 *
- ---------------------------------------------------------------------------------------
EVEREN Securities Inc. 60,000+ * 60,000+ 0 *
- ---------------------------------------------------------------------------------------
Kathryn E. Evers & Howard L. 15,000 * 15,000 0 *
Evers 15,000+ 15,000+
- ---------------------------------------------------------------------------------------
David E. Farber 15,000 * 15,000 0 *
15,000+ 15,000+
- ---------------------------------------------------------------------------------------
Robert C. Faulkner 1,500 * 1,500 0 *
1,500+ 1,500+
- ---------------------------------------------------------------------------------------
Beverly B. Fleming & Gary B. 1,500 * 1,500 0 *
Fleming
- ---------------------------------------------------------------------------------------
Boone A. Fleming 1,000 * 1,000 0 *
- ---------------------------------------------------------------------------------------
Brant E. Fleming 1,000 * 1,000 0 *
- ---------------------------------------------------------------------------------------
Jonathan M. Frantz 28,500 * 28,500 0 *
- ---------------------------------------------------------------------------------------
Anne Dolores Frey (6) 525 * 525 0 *
450+ 450+
- ---------------------------------------------------------------------------------------
Leonard Goldfine & Yana 10,500 * 10,500 0 *
Goldfine 10,500+ 10,500+
- ---------------------------------------------------------------------------------------
Donald Guber Family Trust 26,250 * 26,250 0 *
- ---------------------------------------------------------------------------------------
Scott Halsted 6,000 * 6,000 0 *
6,000+ 6,000+
- ---------------------------------------------------------------------------------------
Hanifen Imhoff Inc. 75,000+ * 75,000+ 0 *
- ---------------------------------------------------------------------------------------
G. Arthur Herbert Revocable 31,500 * 31,500 0 *
Trust (1) 15,000+ 15,000+
- ---------------------------------------------------------------------------------------
Rebecca S. W. Herbert 16,650 * 16,650 0 *
Revocable Trust (1)
- ---------------------------------------------------------------------------------------
Larry Haimovitch 7,500 * 7,500 0 *
33,000+ 33,000+
- ---------------------------------------------------------------------------------------
Edward K. Hobby 4,500+ * 4,500+ 0 *
15,000+ 15,000+
- ---------------------------------------------------------------------------------------
Holly Hobby 9,900 * 9,900 0 *
- ---------------------------------------------------------------------------------------
Judie A. Hobby 4,500+ * 4,500+ 0 *
- ---------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Kenleigh C. Hobby 9,900 * 9,900 0 *
- ------------------------------------------------------------------------------------------
Richard H. Keates (2) 11,250 * 11,250 0 *
- ------------------------------------------------------------------------------------------
Richard H. Keates MD Profit 17,700 * 17,700 0 *
Sharing Trust (2)
- ------------------------------------------------------------------------------------------
Auzville Jackson, Jr. 6,000 * 6,000 0 *
6,000+ 6,000+
- ------------------------------------------------------------------------------------------
David S. Klein 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
Milton I. Klein Revocable Trust 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
Gary V. Knippenberg 1,500 * 1,500 0 *
- ------------------------------------------------------------------------------------------
Thomas J. Kumbatovic 12,000 * 12,000 0 *
12,000+ 12,000+
- ------------------------------------------------------------------------------------------
Charles H. Layne 3,000+ * 3,000+ 0 *
- ------------------------------------------------------------------------------------------
Richard L. Lindstrom 22,500 * 22,500 0 *
7,500+ 7,500+
- ------------------------------------------------------------------------------------------
H. David Lunger 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
Thomas E. Mancino 30,000 * 30,000 0 *
30,000+ 30,000+
- ------------------------------------------------------------------------------------------
Charles McClintick 25,500 * 25,500 0 *
- ------------------------------------------------------------------------------------------
Alexandra E. McIntyre 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
John E. McWhirter & Diane B. 1,200 * 1,200 0 *
McWhirter
- ------------------------------------------------------------------------------------------
John H. Merkle 14,250 * 14,250 0 *
6,000+ 6,000+
- ------------------------------------------------------------------------------------------
Francis H. Monahan 61,200 * 61,200 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
Louis Morningstar 4,950 * 4,950 0 *
4,950+ 4,950+
- ------------------------------------------------------------------------------------------
Milton Myers 7,500+ * 7,500+ 0 *
- ------------------------------------------------------------------------------------------
Robert E. Nevett Jr. & Eleanor 17,700 * 17,700 0 *
H. Nevett 4,500+ 4,500+
- ------------------------------------------------------------------------------------------
Bernt Nygaard 3,000 * 3,000 0 *
3,000+ 3,000+
- ------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
H. Vincent O'Connell III 16,500 * 16,500 0 *
- ------------------------------------------------------------------------------------------
Howard V. O'Connell 3,000+ * 3,000+ 0 *
- ------------------------------------------------------------------------------------------
John C. Olson Profit Sharing 7,500 * 7,500 0 *
Plan FBO 7,500+ 7,500+
- ------------------------------------------------------------------------------------------
John C. Olson 15,000 * 15,000 0 *
- ------------------------------------------------------------------------------------------
Kathryn F. Olson, UNIF 3,750 * 3,750 0 *
Transfers to Minors Act
- ------------------------------------------------------------------------------------------
Lauren E. Olson, UNIF 3,750 * 3,750 0 *
Transfers to Minors Act
- ------------------------------------------------------------------------------------------
Pequot Scout Fund LP (3) 865,000 9.0% 75,000 730,000 6.6%
135,000+ 75,000+ 0+
- ------------------------------------------------------------------------------------------
Porridge Partners (4) 865,000 9.0% 60,000 730,000 6.6%
135,000+ 60,000+ 0+
- ------------------------------------------------------------------------------------------
Toby J. Petersen 6,000+ * 6,000+ 0 *
- ------------------------------------------------------------------------------------------
Porter Partners LP 245,000 3.6% 150,000 95,000 *
150,000+ 150,000+ 0+
- ------------------------------------------------------------------------------------------
Dennis J. Purcell 4,500 * 4,500 0 *
4,500+ 4,500+
- ------------------------------------------------------------------------------------------
R. Patterson Russell 66,600 * 66,600 0 *
19,200+ 19,200+
- ------------------------------------------------------------------------------------------
Preston P. Richmond Profit 7,500 * 7,500 0 *
Sharing Plan FBO
- ------------------------------------------------------------------------------------------
Preston P. Richmond 7,500 * 7,500 0 *
7,500+ 7,500+
- ------------------------------------------------------------------------------------------
Stanley Ruffett (2) 29,850 * 29,850 0 *
- ------------------------------------------------------------------------------------------
Porus R. & Villy P. Sagar 1,500 * 1,500 0 *
1,500+ 1,500+
- ------------------------------------------------------------------------------------------
Sonz Partners L.P. 184,233 1.9% 30,000 154,233 1.4%
30,000+ 30,000+ 0+
- ------------------------------------------------------------------------------------------
Randolph C. Steer 7,500 * 7,500 0 *
- ------------------------------------------------------------------------------------------
Michael Stern 12,750 * 12,750 0 *
4,500+ 4,500+
- ------------------------------------------------------------------------------------------
Bruce J. Stone 7,500 * 7,500 0 *
7,500+ 7,500+
- ------------------------------------------------------------------------------------------
Michael Trokel 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Peter Tucker 3,000 * 3,000 0 *
3,000+ 3,000+
- ------------------------------------------------------------------------------------------
Jack C. Walts & Margaret T. 7,500 * 7,500 0 *
Walts 7,500+ 7,500+
- ------------------------------------------------------------------------------------------
Terrence A. Walts & Margie 93,900 1.1% 93,900 0 *
Gray Walts 32,100++ 32,100++
6,000+ 6,000+
- ------------------------------------------------------------------------------------------
Julia A. Weber 1,000 * 1,000 0 *
- ------------------------------------------------------------------------------------------
Rachel Weber 1,000 * 1,000 0 *
- ------------------------------------------------------------------------------------------
Rebecca Weber 1,000 * 1,000 0 *
- ------------------------------------------------------------------------------------------
Robert G. Weber 3,000+ * 3,000+ 0 *
- ------------------------------------------------------------------------------------------
Edward W. Wheeler 46,500 * 46,500 0 *
30,000+ 30,000+
- ------------------------------------------------------------------------------------------
Robert Wyatt and Jeanne Such 15,000 * 15,000 0 *
15,000+ 15,000+
- ------------------------------------------------------------------------------------------
</TABLE>
* Indicates ownership of less than 1%.
+ Shares underlying stock purchase warrants.
++ Currently being held in escrow.
(1) Beneficially Owned by a Member of the Company's Board of Directors.
(2) Member of the Company's Board of Directors, Executive Officer or affiliate
of the Company.
(3) Pequot Scout Fund LP is an affiliate of Dawson-Samberg Capital Management,
Inc. which beneficially owns a total of 1,000,000 shares of the Company's
common stock within four of its managed portfolios. 135,000 of those
shares underlie stock purchase warrants. Of those shares beneficially
owned by Dawson-Samberg, Pequot Scout Fund LP is registering 75,000 shares
of common stock and 75,000 shares of common stock underlying stock
purchase warrants herein.
(4) Porridge Partners is an affiliate of Dawson-Samberg Capital Management,
Inc. which beneficially owns a total of 1,000,000 shares of the Company's
common stock within four of its managed portfolios. 135,000 of those
shares underlie stock purchase warrants. Of those shares beneficially
owned by Dawson-Samberg, Porridge Partners is registering 60,000 shares of
common stock and 60,000 shares of common stock underlying stock purchase
warrants herein.
(5) Former member of the Company's Board of Directors.
(6) Randy W. Frey, the Company's President and Chief Executive Officer,
disclaims beneficial ownership of the 525 shares of common stock and 450
shares of common stock underlying stock purchase warrants being registered
herein for Anne Dolores Frey, Mr. Frey's mother.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Stockholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of the sale, at prices related to
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom
16
<PAGE>
they sell as principals, or both (which compensation to a particular broker-
dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and in complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution, in
addition and without limiting the foregoing, each Selling Stockholder will be
subject to the applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholder.
Any or all of the sales or other transactions involving the Shares
described above, whether effected by the Selling Stockholders, any broker-dealer
or others, may be made pursuant to this Prospectus. In addition, any Shares
that qualify for sale pursuant to Rule l44 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus.
The Shares and stock purchase warrants were originally issued to the
Selling Stockholders pursuant to an exemption from the registration requirements
of the Securities Act provided by Section 4(2) thereof. The Company agreed to
register the Shares under the Securities Act and to indemnify and hold the
Selling Stockholders harmless against certain liabilities under the Securities
Act that could arise in connection with the sale by the Selling Stockholders of
the Shares. The Company has agreed to pay all reasonable fees and expenses
incident to the filing of this Registration Statement.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Gray, Harris & Robinson,
P.A., Orlando, Florida.
EXPERTS
The financial statements incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1996, in this Prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their report with
respect thereto, and are included herein through incorporation by reference in
reliance upon the authority of said firm as experts in auditing and accounting
in giving said report.
17
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company, any Selling
Stockholders or by any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
shares of Common Stock offered hereby, nor does it constitute an offer to sell
or a solicitation of an offer to buy any of the shares offered hereby to any
person in any jurisdiction in which such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that the information
contained herein is correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PROSPECTUS SUMMARY.................................................. 1
RISK FACTORS........................................................ 3
SELLING STOCKHOLDERS................................................ 11
PLAN OF DISTRIBUTION................................................ 16
LEGAL MATTERS....................................................... 17
EXPERTS............................................................. 17
</TABLE>
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Company in connection with the sale of Common Stock being registered. All of
the amounts shown are estimates except the registration fee.
<TABLE>
<S> <C>
SEC Registration Fee............... $ 6,647
Accounting fees and expenses....... 5,000
Legal fees and expenses............ 20,000
Printing and engraving expenses.... 3,000
Transfer Agent and registrar fees.. 1,000
Miscellaneous...................... 5,000
- ---------------------------------------------
Total.............................. $40,647
- ---------------------------------------------
</TABLE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Business Corporation Act, provides that a
corporation may indemnify any person who was or is a party (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Section 0850 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or
is a party in the right of the corporation to procure a judgment in its favor,
against the estimated expense of litigating the proceeding to conclusion
actually and reasonably incurred in connection with the defense or settlement of
such proceeding if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable unless, and only
to the extent that the court in which such proceeding was brought, or any other
court of competent jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such other court shall deem proper.
Section 607.0831 of the Florida Business Corporation Act provides that a
director is not personally liable for monetary damages to the corporation or any
other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless (i) the director breached
or failed to perform his duties as a director, (ii) the director's breach or
failure to perform constitutes a violation of criminal law unless the director
had no reasonable cause to believe his conduct was unlawful, the director
derived an improper personal benefit directly or indirectly, (iii) the directors
conduct triggers the liability provisions of Section 0834 (relating to unlawful
distributions), (iv) the director's conduct constitutes a conscious disregard
for the best interest of the corporation, or will misconduct in a proceeding by
or in the right of the corporation or a shareholder, or (v) the director's
conduct constitutes recklessness or an act or omission committed in bad faith or
with malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property in a proceeding by or in the right of someone
other than the corporation or a shareholder.
II-1
<PAGE>
The Registrant's Articles provide that the Registrant is authorized to
indemnify any director or officer, or former director or officer, in the manner
provided in the Company's bylaws and to the fullest extent permitted by the laws
of the State of Florida. There are no further provisions in the Company's
bylaws for indemnification of directors and officers.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Table
- -------------- ---------------------------------------------------------------
<C> <S>
4.1 * The Rights of Securities Holders as set forth in Article IV of
the Third Amended and Restated Articles of Incorporation
5.1 Opinion of Gray, Harris & Robinson, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gray, Harris & Robinson, P.A. (Included in the
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see p. II-4)
</TABLE>
* Incorporated by reference to Exhibit 3 in the Quarterly Report on Form 10-Q
for the period ended September 30, 1996 previously filed by the Registrant (file
no. 0-28278).
UNDERTAKINGS
The undersigned registrant hereby undertakes to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement. For purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. The undersigned registrant further undertakes to remove
from registration, by means of a post-effective amendment, any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
II-2
<PAGE>
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on this 7th day of January,
1998.
Autonomous Technologies Corporation
By: /s/ Randy W. Frey Date: January 7, 1998
----------------------------------- ---------------
Randy W. Frey
Chairman of the Board, President
& Chief Executive Officer
By: /s/ Monty K. Allen Date: January 7, 1998
----------------------------------- ---------------
Monty K. Allen
Vice President, Treasurer,
Chief Financial Officer and
Principal Accounting Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Autonomous Technologies
Corporation, a Florida corporation, do hereby constitute and appoint jointly and
severally, Randy W. Frey and Monty K. Allen, and each of them, the lawful
attorneys and agents, with power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Randy W. Frey President, Chief Executive Officer and January 7, 1998
- -------------------------------- Chairman of the Board
Randy W. Frey
/s/ Richard C. Capozza Director, Executive Vice President and Chief January 7, 1998
- -------------------------------- Operating Officer
Richard C. Capozza, Ph.D.
/s/ G. Arthur Herbert Director January 7, 1998
- --------------------------------
G. Arthur Herbert
/s/ Stanley Ruffett Director January 7, 1998
- --------------------------------
Stanley Ruffett
/s/ Timothy Barabe Director January 7, 1998
- --------------------------------
Timothy Barabe
/s/ Richard H. Keates Director January 7, 1998
- --------------------------------
Richard H. Keates, Ph.D., M.D.
/s/ Whitney A. McFarlin Director January 7, 1998
- --------------------------------
Whitney A. McFarlin
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- ----------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Gray, Harris & Robinson, P.A
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gray, Harris & Robinson, P.A. (Included in the opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see p. II-4)
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF GRAY, HARRIS & ROBINSON, P.A. APPEARS HERE]
January 6, 1998
Autonomous Technologies Corporation
2800 Discovery Drive
Orlando, Florida 32826
Re: Autonomous Technologies Corporation - Registration Statement on
Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on January 7, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,835,075 shares of Common Stock of
Autonomous Technologies Corporation (the "Shares"). As your counsel in
connection with this registration process, we have examined the proceedings
proposed to be taken in connection with said sale and issuance of the Shares.
It is our opinion that the Shares are legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting part thereof, and
any amendment thereto and any registration statement for the same offering
covered by the Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) and all post-effective amendments thereto.
Very truly yours,
Gray, Harris & Robinson, P.A.
By: /s/ William A. Grimm
----------------------------------------
William A. Grimm
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 21, 1997, included in Autonomous Technologies Corporation's Form 10-K
(File No. 333-2068) for the year ended December 31, 1996, and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
January 7, 1998
Orlando, Florida
