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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported): November 2, 1998
Commission File Number: 000-28278
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AUTONOMOUS TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2554729
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 DISCOVERY DRIVE, ORLANDO, FL 32826
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(Address of principal executive offices)
(407) 384-1600
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(Registrant's telephone number, including area code)
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Item 5. Other Events
PMA Approval for the LADARVision System.
On November 2, 1998, the U.S. Food and Drug Administration (FDA)
approved the Company's LADARVision(R) System for use in the treatment of mild to
moderate nearsightedness (-1.00 to -10.00 diopters) with or without astigmatism
(up to -4.00 diopters) with photorefractive keratectomy (PRK). The Company
issued a press release on November 3, 1998 with regard to this approval, which
is filed herewith as Exhibit 99.1.
Irrevocable Notice to Exercise Option to Purchase 400 Shares of Series I
Convertible Preferred Stock.
On November 9, 1998, the holder of the Company's outstanding Series I
Convertible Preferred Stock, OZ Master Fund, LLP (the "Investor"), gave an
irrevocable notice to the Company for the exercise of its option to purchase an
additional 400 shares of the Company's Series I Convertible Preferred Stock for
a total of $4,000,000, and thus receive a two-year stock purchase warrant for
300,000 shares of Common Stock with an exercise price of $6.17 per share. The
closing of the exercise of the option is subject to the effectiveness of a
resale registration statement on Form S-3.
The Investor purchased 500 shares of the Company's Series I
Convertible Preferred Stock on April 16, 1998, for a total of $5,000,000 and
received the aforementioned option to purchase these additional 400 shares of
Series I Convertible Preferred Stock along with a stock purchase warrant for
300,000 shares of Common Stock. The closing of this purchase occurred on August
7, 1998. The 500 shares of Series I Convertible Preferred Stock, the option and
the warrant were sold pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, provided by Section
4(2). The Company previously filed Current Reports on Form 8-K on April 27, 1998
and July 22, 1998 describing the sale of the Series I Convertible Preferred
Stock, the option and the warrant to the Investor.
The Investor may receive an aggregate maximum of 2,263,197 shares of
Common Stock upon the conversion of the total 900 shares of Series I Convertible
Preferred Stock that it has now purchased. In addition, the Investor will
receive 300,000 shares of Common Stock if it exercises the stock purchase
warrant, for a total of 2,563,197 shares of Common Stock. As of this date, the
Investor has converted 230 shares of Series I Convertible Preferred Stock into
656,148 shares of Common Stock. A registration statement on Form S-3 was
declared effective by the Securities and Exchange Commission on August 6, 1998,
covering the resale of up to 1,750,000 shares of Common Stock out of this total
of 2,563,197 shares of Common Stock.
Item 7. Financial Statements & Exhibits
Exhibits
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EX10.1 Notice of Option Exercise Dated November 9, 1998
EX99.1 Press Release issued November 3, 1998 by the Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUTONOMOUS TECHNOLOGIES CORPORATION
/s/Monty K. Allen
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Monty K. Allen, Vice President
Chief Financial Officer
Dated: November 12, 1998
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Exhibit 10.1
[OCH-ZIFF CAPITAL MANAGEMENT GROUP LETTERHEAD APPEARS HERE]
November 9, 1998
Autonomous Technologies Corporation
2800 Discovery Drive
Orlando, Florida 32826
Attn: Monty K. Allen, CFO
Re: Option Exercise
Dear Mr. Allen:
The undersigned hereby gives notice of exercise of the Option granted to it
pursuant to the Stock Purchase Agreement between the undersigned and Autonomous
Technologies Corporation (the "Company") dated as of April 16, 1998, as amended
by amendment dated July 22, 1998 (as so amended, the "Amended Agreement").
Capitalized terms not otherwise defined have the meanings assigned to them in
the Amended Agreement.
This notice of exercise is irrevocable, subject only to the declaration of
effectiveness of a registration statement covering the shares of Common Stock
underlying the Series I Preferred Stock and the Warrant to be received on Option
Closing ("underlying shares").
The exercise price for the Option is $4,000,000, payable at Option Closing.
The Option Closing is to occur on, or promptly following, the declaration of
effectiveness of a registration statement covering the underlying shares, and
satisfaction by the Company, or waiver by the undersigned, of the other
conditions set out in Section 4.2 of the Amended Agreement. The requirement for
closing within three days of Option exercise, as provided in the original Stock
Purchase Agreement, has been superseded by the Amended Agreement.
This notice of exercise is delivered on the understanding that Summit
Technology has agreed to permit the Warrant to "roll over" into the
consideration to be received in its merger with the Company, if the Warrant is
not exercised prior to closing of the proposed merger transaction.
Very truly yours,
OZ Master Fund, Ltd.
By: OZ Management, L.L.C. as
Investment Advisor
/s/ Daniel S. Och
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Daniel S. Och
Managing Member
cc: William A. Grimm, Esq., Gray, Harris & Robinson
Gregory F. W. Todd, Esq.
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EXHIBIT 99.1
FDA APPROVES AUTONOMOUS TECHNOLOGIES' LADARVISION(R) SYSTEM;
COMPANY ANNOUNCES U.S. PRODUCT LAUNCH
ORLANDO, FLA. (NOVEMBER 3, 1998) - AUTONOMOUS TECHNOLOGIES CORPORATION (NASDAQ
NM: ATCI) today announced that the U.S. Food and Drug Administration (FDA) has
approved the Company's LADARVision(R) System, for the correction of
nearsightedness and astigmatism. The Company's LADARVision System is the first
and only U.S. approved system to incorporate a small spot shaping and eye
tracking system into a surgical system. The FDA approved the LADARVision System
for the treatment of mild to moderate nearsightedness (-1.00 to -10.00
diopters) with or without astigmatism (up to -4.00 diopters) with
photorefractive keratectomy (PRK).
Myopia, or nearsightedness, occurs when light rays are focused in front of -
instead of on - the retina, and the person cannot see distant objects clearly.
Astigmatism results in light rays being focused at different points in front of
the retina. In both cases, blurred vision results.
The Autonomous LADARVision System uses an ultraviolet excimer laser to change
the shape of the cornea which makes it possible for the eye to focus properly.
For example, in the treatment of myopia, the laser is used to remove tissue from
the cornea in order to flatten its shape. The correction of astigmatism
requires the laser to remove tissue in a more complex pattern. Both procedures
require precise shaping of the cornea which depends on accurate placement of a
laser beam. Without a system to track eye movement, any eye movement can affect
the placement of the laser beam. By tracking eye movement, the LADARVision
System maintains accurate placement of its laser beam.
The LADARVision System uses a small diameter (less than 1 mm) excimer laser beam
that is delivered to the cornea in a calculated pattern of non-sequential
pulses. According to George Pettit, M.D., Ph.D., Vice President for Research at
Autonomous, "The LADARVision System sculpts the cornea by delivering hundreds to
thousands of excimer laser pulses to the eye in a complex pattern of spatially
overlapping spots." Dr. Pettit added, "The accuracy of the small spot treatment
is brought about by the unique eye-tracking features of the LADARVision System.
The tracker guided system uses technology originally developed by Autonomous for
the Strategic Defense Initiative, or 'Star Wars,' and is able to catch, track,
and compensate for rapid eye movements. Using proprietary laser radar, or LADAR
technology, the tracker repositions mirrors in the laser beam path and ensures
precise delivery of the treatment laser beam."
Previously approved laser systems require patients to minimize eye movement
during surgery by voluntarily fixating their eyes on a small light located just
above the patient. Marguerite McDonald, M.D., Medical Director and consultant
to Autonomous, explains, "When the average person fixates on something, he or
she has five saccadic eye movements per second. The LADARVision System's
ability to follow eye movements in real time greatly reduces the dependency of
stable fixation by the patient and allows for precise corneal shaping."
Randy Frey, Chairman and CEO of Autonomous, comments: "Physicians now have a
powerful and truly differentiated product alternative to further drive their
laser vision correction practice. Our FDA approval is for a broad indication for
use supported by excellent clinical results in the labeling. In addition, the
financial and business strength that the Summit merger brings to Autonomous,
along with the royalty free patent license and strong service organization,
allows Autonomous to set high goals in capturing procedure market share. We are
highly encouraged by our clinical trial progress in LASIK, Hyperopia with
Astigmatism and our R&D efforts in CustomCornea. I believe physicians recognize
that the LADARVision System is the technology platform for the future of this
industry. Furthermore, no other company offers physicians a per-procedure
business model with a stronger partnership commitment to individual practice
success. Finally, I would like
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to congratulate and thank the Autonomous Team: our employees, consultants,
clinical investigators and vendors for their highly dedicated contributions that
made reaching this milestone possible."
Vision correction is among the largest medical markets, with approximately 136
million people in the U.S. using eyeglasses or contact lenses. Within this
group, approximately 60 million are myopic. Industry sources estimate that
Americans spend approximately $13 billion at retail on eyeglasses, contact
lenses and other vision correction products and services annually.
According to Michael Lachman, an industry analyst with Hambrecht & Quist, the
laser vision correction (LVC) market in the United States is growing rapidly.
So far this year, the industry is on a pace to achieve an estimated 375,000
procedures compared to about 200,000 in 1997 and 70,000 in 1996. Mr. Lachman
expects that annual U.S. procedures could reach 675,000 by the year 2000.
Autonomous plans to offer its LADARVision System to physicians on a per-
procedure service fee basis. The fee will be based on the physician's procedure
volume and will not contain, or be subject to, any third party patent royalties
once the announced merger is completed. The Company's pricing strategy
significantly reduces the initial capital investment required by the physician,
and eliminates the highly variable operating and upgrade costs experienced by
many LVC practitioners. The new strategy also allows Autonomous to partner with
physicians and grow together as practice volumes increase. Laser vision
correction practices will also benefit from a comprehensive, Company sponsored,
Technology Enhanced Area Marketing program, or "TEAM". This customized
marketing program is designed to leverage the unique technology and
differentiate the Autonomous user from other competitive sites. The TEAM goal
is to use this differentiation to build procedure volume.
Autonomous has completed staffing its sales and marketing team and plans to
begin an aggressive marketing campaign beginning at the American Academy of
Ophthalmology Annual Conference which begins next week in New Orleans.
Autonomous will be featured with its strategic partner, CIBA Vision during the
conference.
Autonomous announced on October 1, 1998 that it has agreed to be acquired by
Summit Technology subject to the approval of the shareholders of both companies.
Summit has agreed to acquire all of the outstanding shares of Autonomous in
exchange for 11.65 million shares of Summit common stock and an equal value of
cash, up to $50 million. The actual value of the transaction will not be
determinable until closing, which is currently expected to be within the next
three months.
Autonomous designs, develops and markets next generation excimer laser
instruments for laser vision correction. The company's LADARVision System
combines high-speed, laser radar eye tracking with precisely controlled small
beam shaping technology. For more information, contact Autonomous Technologies
at 2800 Discovery Drive, Orlando, FL 32826 (407) 384-1600, or visit us on the
web at www.autonomous.com.
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This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statements as a result of a number of important
factors, including: a decline in the price of Summit stock prior to the closing;
and that there are no assurances the shareholders of both companies will take
the necessary actions to complete the acquisition; and that the Company may not
receive the regulatory approval necessary to complete the acquisition; and that
competitive responses may occur preventing the achievement of increased market
share. For a discussion of the important factors that could affect the
Company's results, please refer to the Overview section, the Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
the Risk Factors section in the Company's Annual Report on Form 10-K as amended.
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