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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AUTONOMOUS TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
05329 H 10 5
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The Information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 pages
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CUSIP NO. 05329 H 10 5 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBA VISION CORPORATION
58-1639342
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,695,371
WITH
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,695,371
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,371
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1306%
12 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 05329 H 10 5 13G PAGE 3 OF 6 PAGES
ITEM 1.
(a) Name of Issuer: Autonomous Technologies Corporation
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(b) Address of Issuer's Principal Executive Offices:
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2800 Discovery Drive
Orlando, FL 32826
ITEM 2.
(a) Name of Persons Filing: CIBA Vision Corporation
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(b) Address of Principal Business Office:
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11460 Johns Creek Parkway
Duluth, GA 30136
(c) Citizenship/Place of Organization: Delaware
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(d) Title of Class of Securities: Common Stock
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(e) CUSIP Number: 05329H 10 5
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ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 1,695,371
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(b) Percent of Class: 14.1306%
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(c) For information on voting and dispositive power with respect to the above
listed shares, see Items 5-8 of the Cover Page.
ITEM 4. CONTINUED:
CIBA has the right to acquire additional shares pursuant to the Strategic
Alliance Agreement (the "Agreement") described below.
Description of the Agreement
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The Agreement with CIBA provides that the Company shall pay commissions to CIBA
in the amount of 6% of certain revenues. The CIBA commissions are limited to an
aggregate amount except as described below. In the event the Company has not
paid commissions to CIBA totalling a designated amount or more by May 15, 1999,
the Company must deliver to CIBA shares of Common Stock (the "Additional
Shares"), and continue to pay commission until the designated aggregate amount
is reached. If the Additional Shares are issued, the number of such shares must
be adjusted so that the Additional Shares have a market value of a designated
amount on May 15, 1999. The number of Additional Shares to be delivered to CIBA
in 1999, 171,713 shares of Common Stock, is also subject to certain adjustments
pursuant to anti-dilution provisions, such as selling stock at a price lower
than $5.33 per share, stock splits and stock dividends. If the Company has paid
the designated amount or more in commissions to CIBA by May 15, 1999, the
Company may, at its option, deliver the Additional Shares to CIBA or continue
paying commissions for five additional years at the rate of 6% of certain
revenues.
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CUSIP NO. 05329 H 10 5 13G PAGE 4 OF 6 PAGES
CIBA may, at its sole discretion, terminate the Agreement upon 180 days notice
to the Company. In such event, the Company would be obligated to continue to pay
to CIBA for up to three years beyond termination the 6% commission on certain
revenues. Additionally, CIBA has the right to terminate the Agreement upon 30
days notice should there be a change of control of the Company. CIBA also has
the right to terminate the Agreement upon 30 days notice if it determines, in
its sole discretion, that the Company's core technology or the commercial
essence of the technology is not patentable, or that additional licenses are
necessary, are not obtained or would have a material adverse impact upon the
commercial value of the Company's technology. CIBA also has the right to
terminate such agreement (i) if the Company materially breaches such agreement
and does not cure such breach within the cure period, (ii) if the Company
becomes insolvent, or (iii) if the control of the Company falls into the hands
of a competitor to CIBA. Early termination of the Agreement pursuant to its
terms would not relieve the Company from its obligation to deliver the
Additional Shares. However, in the event CIBA exercises its discretionary
authority to terminate the Agreement prior to the expiration of the three-year
in-kind service period, and prior to the expenditure of a designated amount for
in-kind services, the Company would be entitled to a pro rata reduction in the
number of Additional Shares to be delivered.
Description of Merger Agreement between the Company and Summit Technology, Inc.
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The Company and Summit Technology, Inc. ("Summit") entered into a Merger
Agreement on October 1, 1998 whereby the Company will become a wholly-owned
subsidiary of a Summit subsidiary. In conjunction with the Merger Agreement,
CIBA and all other officers and directors of the Company entered into
stockholder agreements with Summit agreeing to vote all of their shares of the
Company's common stock in favor of the merger and the adoption of the Merger
Agreement and against any alternative proposal to acquire the Company.
Simultaneously, the Company and CIBA amended the Agreement such that the Company
will issue the remaining shares due to CIBA at the time of the closing of the
merger if it should occur before May 15, 1999 when such shares would otherwise
be due for issuance.
Dr. C. Glen Bradley, President and CEO of CIBA Vision Corporation, along with
Randy W. Frey, Chairman, President and CEO of the Company, have been designated
by the Autonomous board of directors to serve on the Summit board of directors
subsequent to the closing of the merger.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
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CUSIP NO. 05329 H 10 5 13G PAGE 5 OF 6 PAGES
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
The certification is not applicable. CIBA purchased the shares or acquired
the rights to be issued the shares prior to the Company becoming a reporting
company as described in the registration statement filed by the Company under
the Securities Act of 1933, as amended, effective as of May 1, 1996, file number
333-2068.
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CUSIP NO. 05329 H 10 5 13G PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 12, 1999
CIBA VISION CORPORATION
By: /s/ Scott Meece
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Scott Meece
Title: General Counsel & Corporate Secretary
