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): July 18, 2001
(July 6, 2001)
LASERSIGHT INCORPORATED
-----------------------
Exact name of registrant as specified in its charter
Delaware
--------
State or other jurisdiction of incorporation
0-19671 65-0273162
------- ----------
Commission File Number I.R.S. Employer
Identification No.
3300 University Boulevard, Suite 140, Winter Park, Florida 32792
----------------------------------------------------------------
Address of Principal Executive offices
Registrant's telephone number, including area code: (407) 678-9900
--------------
Item 5. Other Events
On July 6, 2001, LaserSight completed a $3.0 million equity financing involving
Series F convertible participating preferred stock. A copy of the Securities
Purchase Agreement, Series F Registration Rights Agreement and Series F
Certificate of Designation with BayStar Capital, L.P. and BayStar
International, Ltd. are included as exhibits hereto and are incorporated by
reference herein. Subject to certain anti-dilution adjustments, the shares of
Series F preferred stock are convertible into shares of LaserSight's common
stock on a share for share basis. Subject to certain limited exceptions, the
shares of Series F preferred stock are non-voting. The Series F Registration
Rights Agreement provides that LaserSight will file a registration statement for
the resale of the common stock underlying the Series F preferred stock.
Additionally, if on or prior to October 1, 2001, LaserSight or one of its
affiliates receives a written notice from the United States Food and Drug
Administration (the "FDA") that its LaserScan LSX(R) excimer laser system has
been approved or is approvable by the FDA to treat myopic astigmatism (the
"Astigmatism Approval") and the three day volume weighted average price of
LaserSight's common stock exceeds $2.75, LaserSight may elect, during the 10 day
period following the Astigmatism Approval, to sell 800,000 shares of its Series
G convertible participating preferred stock to the purchasers of the Series F
preferred stock. The per share purchase price for the Series G preferred stock
shall be $2.50 (resulting in an aggregate purchase price of $2,000,000).
Alternatively, if LaserSight receives the Astigmatism Approval but does not
elect to sell its Series G preferred stock as described above, the purchasers of
the Series F preferred stock, for a period of 30 days following the expiration
of LaserSight's election period, may elect to purchase shares of Series G
preferred stock at a per share purchase price of 85% of the ten day volume
weighted average price but limited to an aggregate purchase price of $4,000,000.
Subject to certain anti-dilution adjustments, the shares of Series G preferred
stock will be convertible into shares of LaserSight's common stock on a share
for share basis. Subject to certain limited exceptions, the shares of Series G
preferred stock will be non-voting. In the event either LaserSight elects to
sell or the purchasers of the Series F preferred stock elect to purchase the
Series G preferred stock, LaserSight will enter into the Series G Registration
Rights Agreement which will provide that LaserSight will file a registration
statement for the resale of the common stock underlying the Series G preferred
stock. A copy of the Series G Registration Rights Agreement and Form of Series G
Certificate of Designation with BayStar Capital, L.P. and BayStar International,
Ltd. are included as exhibits hereto and are incorporated by reference herein.
On July 12, 2001, LaserSight issued a press release describing the equity
financing with BayStar Capital, L.P. and BayStar International, Ltd. and
providing regulatory and product updates. The press release is included as an
exhibit hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release dated July 12, 2001
Exhibit 99.2 Securities Purchase Agreement dated July 6, 2001
among LaserSight Incorporated, BayStar Capital,
L.P. and BayStar International, Ltd. The Company
undertakes to provide to the Commission upon its
request the schedules omitted from this exhibit.
Exhibit 99.3 Series F Registration Rights Agreement dated July 6,
2001 among LaserSight Incorporated, BayStar Capital,
L.P. and BayStar International, Ltd.
Exhibit 99.4 Series F Certificate of Designation dated July 6,
2001.
Exhibit 99.5 Third Amendment to Rights Agreement dated as of
June 29, 2001 between LaserSight Incorporated and
American Stock Transfer & Trust Company, as Rights
Agent.
Exhibit 99.6 Series G Registration Rights Agreement dated July 6,
2001 among LaserSight Incorporated, BayStar Capital,
L.P. and BayStar International, Ltd.
Exhibit 99.7 Form of Series G Certificate of Designation.
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.
LaserSight Incorporated
Date: July 18, 2001 By: /s/Michael R. Farris
---------------------
Michael R. Farris
Chief Executive Officer