-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxVlpErTADL4/NKEZ/CAOsxuuxuKRMSNhDTOaEpaQyEI9SybkKgKcRtkM7jgr6fm 2H7D6OU9ewBBfS1g/E80UQ== 0000891092-03-001493.txt : 20030709 0000891092-03-001493.hdr.sgml : 20030709 20030708173114 ACCESSION NUMBER: 0000891092-03-001493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030708 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASERSIGHT INC /DE CENTRAL INDEX KEY: 0000879301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 650273162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19671 FILM NUMBER: 03778948 BUSINESS ADDRESS: STREET 1: 3300 UNIVERSITY BLVD STREET 2: SUITE 140 CITY: WINTER PARK STATE: FL ZIP: 32792 BUSINESS PHONE: 4076789900 MAIL ADDRESS: STREET 1: 3300 UNIVERSITY BLVD STREET 2: SUITE 140 CITY: WINTER PARK STATE: FL ZIP: 32792 8-K 1 e15155_8k.txt FORM 8-K 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 8, 2003 (June 24, 2003) 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. 6903 University Boulevard, Winter Park, Florida 32792 Address of Principal Executive offices Registrant's telephone number, including area code: (407) 678-9900 Item 5. Other Events and Regulation FD Disclosure This current report contains forward-looking statements regarding future events and future performance of the Company, including statements with respect to consummation of a proposed transaction and commercialization of products, all of which involve risks and uncertainties that could materially affect actual results. Such statements are based on Management's current expectations and actual results could differ materially. Investors should refer to documents that the Company files from time to time with the Securities and Exchange Commission for a description of certain factors that could cause the actual results to vary from current expectations and the forward-looking statements contained in this report. Such filings include, without limitation, the Company's Form 10-K, Form 10-Q and form 8-K reports. LaserSight Incorporated issued a press release dated June 24, 2003 to disclose the execution of an agreement with Shenzhen New Industries Medical Development Co. ("Shenzhen New Industries"), Shenzhen, the People's Republic of China and its Hong Kong based affiliate New Industries Investment Consultants (H.K.) LTD ("New Industries Investment Consultants")., the holder of LaserSight's Series H Convertible Preferred Stock issued during 2002. As announced on August 16, 2002, LaserSight and Shenzhen New Industries entered into a strategic relationship that included the purchase of at least $10 million worth of LaserSight products during a twelve month period ending in August of 2003, distribution of LaserSight products in mainland China, Hong Kong, Macao and Taiwan, and a $2 million equity investment in LaserSight Incorporated by New Industries Investment Consultants. The investment in LaserSight was in the form of the purchase of Convertible Preferred Stock, the Series H Stock that, subject to certain restrictions, is convertible into approximately 40% of LaserSight's Common Stock. Prior to the execution of the agreement mentioned above, Shenzhen New Industries had purchased approximately $4.5 million worth of LaserSight products. As previously announced in its most recent 10-Q Quarterly Report, the Company had minimal cash and was unable to manufacture products due to limited inventories and unfavorable financial relationships with its vendors. The Company and Shenzhen New Industries executed this agreement in order to start to implement a rescue plan for LaserSight and a restructuring of LaserSight's governance, management and operations. The Company has recently adjusted its business strategy to focus on sales of the Company's products in China, one of the world's largest markets for laser vision correction treatment. Under this new business strategy the Company's operations will be streamlined to improve efficiency and cut costs. The successful implementation of the new strategy and this restructuring is the key to improving the Company's cash flow and operating results. Under the terms of the agreement, Shenzhen New Industries shall proceed with further purchase orders and will make efforts to provide necessary advance payments according to a schedule to be agreed upon between the parties. If LaserSight's operations are proceeding substantially in accordance with its restructured business plan, Shenzhen New Industries has indicated that it intends to purchase additional LaserSight products above and beyond the $10 million in product purchases previously agreed to. This reorganization will facilitate the ability of the Company to focus on the China market. As previously announced in the Company's most recent 10-Q Quarterly report, the Company and its Chinese strategic partner continue to discuss the implementation of a long term business strategy for China that will allow the Company to share in the recurring revenue. Item 6. Resignations of Registrant's Directors The Company also announced that Francis E. O'Donnell, Jr., M.D. and David Peroni have resigned from their positions as members of LaserSight's Board of Directors and that Dr. O'Donnell has resigned as Chairman of the Company's Board of Directors. Xian Ding Weng has been elected Chairman of the Board. Mr. Weng has been a LaserSight director since October 2002 and founded New Industries Investment Co., Ltd in Shenzhen, China in 1993 serving as its President and Chief Executive Officer. Item 7. Financial Statements and Exhibits. (a) Financial statements: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: Exhibit 99 Press release dated June 24, 2003 Exhibit 99.1 Agreement, June 20, 2003 by and among Lasersight Incorporated, Shenzhen New Industries Medical Development Co., LTD, and New Industries Investment Consultants (H.K.) LTD. Exhibit 99.2 Resignation, Francis E. O'Donnell, Jr. M.D. Exhibit 99.3 Resignation, David Pieroni 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 8, 2003 By: /s/ Michael R. Farris --------------------------- Michael R. Farris Chief Executive Officer EXHIBIT INDEX Exhibit 99 Press release dated June 24 , 2003. Exhibit 99.1 Agreement, June 20, 2003 by and among Lasersight Incorporated, Shenzhen New Industries Medical Development Co., LTD, and New Industries Investment Consultants (H.K.) LTD. Exhibit 99.2 Resignation, Francis E. O'Donnell, Jr. M.D. Exhibit 99.3 Resignation, David Pieroni EX-99 3 e15155ex_99.txt PRESS RELEASE Exhibit 99 LaserSight Signs Agreement With Chinese Strategic Partner WINTER PARK, Fla., June 24 /PRNewswire-FirstCall/ -- LaserSight Incorporated (OTC Bulletin Board: LASE) announced today that it has executed an agreement with Shenzhen New Industries Medical Development Co. ("Shenzhen New Industries"), Shenzhen, the People's Republic of China and its Hong Kong based-affiliate New Industries Investment Consultants (H.K.) LTD ("New Industries Investment Consultants"). Shenzhen New Industries is a company that specializes in advanced medical treatment services, medical device distribution and medical project investment and New Industries Investment Consultants is the holder of LaserSight's Series H Convertible Preferred Stock issued during 2002. As announced on August 16, 2002, LaserSight and Shenzhen New Industries entered into a strategic relationship that included the purchase of at least $10 million worth of LaserSight products during a twelve month period ending in August of 2003, distribution of LaserSight products in mainland China, Hong Kong, Macao and Taiwan, and a $2 million equity investment in LaserSight Incorporated by New Industries Investment Consultants. The investment in LaserSight was in the form of the purchase of Convertible Preferred Stock, the Series H Stock that, subject to certain restrictions, is convertible into approximately 40% of LaserSight's Common Stock. Prior to the execution of the agreement announced today, Shenzhen New Industries had purchased approximately $4.5 million worth of LaserSight products. As previously announced in its most recent 10-Q Quarterly Report, the Company had minimal cash and was unable to manufacture products due to limited inventories and unfavorable financial relationships with its vendors. The Company and Shenzhen New Industries executed this agreement in order to start to implement a rescue plan for LaserSight and a restructuring of LaserSight's governance, management and operations. The Company has recently adjusted its business strategy to focus on sales of the Company's products in China, one of the world's largest markets for laser vision correction treatment. Under this new business strategy the Company's operations will be streamlined to improve efficiency and cut costs. The successful implementation of the new strategy and this restructuring is the key to improving the Company's cash flow and operating results. Under the terms of the agreement, Shenzhen New Industries shall proceed with further purchase orders and will make efforts to provide necessary advance payments according to a schedule to be agreed upon between the parties. If LaserSight's operations are proceeding substantially in accordance with its restructured business plan, Shenzhen New Industries has indicated that it intends to purchase additional LaserSight products above and beyond the $10 million in product purchases previously agreed to. The Company also announced that Francis E. O'Donnell, Jr., M.D. and David Peroni have resigned from their positions as members of LaserSight's Board of Directors and that Dr. O'Donnell has resigned as Chairman of the Company's Board of Directors. Xianding Weng has been elected Chairman of the Board. Mr. Weng has been a LaserSight director since October 2002 and founded New Industries Investment Co., Ltd in Shenzhen, China in 1993 serving as its President and Chief Executive Officer. This reorganization will facilitate the ability of the Company to focus on the China market. As previously announced in the Company's most recent 10-Q Quarterly report, the Company and its Chinese strategic partner continue to discuss the implementation of a long term business strategy for China that will allow the Company to share in the recurring revenue stream generated from the operation of the Company's products. This press release contains forward-looking statements regarding future events and future performance of the Company, including statements with respect to consummation of a proposed transaction and commercialization of products, all of which involve risks and uncertainties that could materially affect actual results. Such statements are based on Management's current expectations and actual results could differ materially. Investors should refer to documents that the Company files from time to time with the Securities and Exchange Commission for a description of certain factors that could cause the actual results to vary from current expectations and the forward-looking statements contained in this press release. Such Filing includes, without limitation, the Company's Form 10-K, Form 10-Q and Form 8-K reports. CONTACT: Bill Kern, Sr. Vice President - Corporate Development, 407-678-9900, extension 163, or bkern@lasetech.com SOURCE LaserSight Incorporated -0- 06/24/2003 /CONTACT: Bill Kern, Sr. Vice President - Corporate Development, LaserSight Incorporated, +1-407-678-9900, extension 163, or bkern@lasetech.com/ /First Call Analyst: / /FCMN Contact: rconfessore@lase.com / EX-99.1 4 e15155ex99_1.txt AGREEMENT BY AND AMONG LASERSIGHT Exhibit 99.1 AGREEMENT This Agreement ("Agreement") is made, entered into and is effective as of June 20, 2003, by and among LASERSIGHT INCORPORATED, a Delaware corporation ("LaserSight"), SHENZHEN NEW INDUSTRIES MEDICAL DEVELOPMENT CO., LTD., a Chinese corporation ("SNIMD"), and NEW INDUSTRIES INVESTMENT CONSULTANTS (H.K.) LTD. (the "Series H Stockholder" and together with SNIMD, the "Shenzhen Parties"). RECITALS: A. LaserSight and SNIMD previously entered into a Product Purchase Agreement effective as of August 15, 2002 (the "Product Purchase Agreement") pursuant to which SNIMD agreed to purchase at least $10,000,000 worth of LaserSight products no later than August 15, 2003 (the "Product Purchase Minimum"), and to date SNIMD has purchased approximately $4,500,000 worth of LaserSight products. Pursuant to the Product Purchase Agreement, in case SNIMD does not purchase the full $10,000,000 worth of LaserSight products, LaserSight has the option to buy back , at the original issuance price namely $2,000,000, the Series H Convertible Preferred Shares issued to SNIMD. SNIMD is very concerned about LaserSight's commercial viability and LaserSight's ability to fulfill its contract obligations under the Product Purchase Agreement in terms of production, after-sale service and warranty obligations, among other things. B. The Series H Stockholder holds substantially all of LaserSight's Series H convertible participating preferred stock that is convertible into approximately 40% of LaserSight's currently outstanding common stock. C. LaserSight has minimal cash and a current inability to manufacture product due to limited inventories and unfavorable financial relationships with its vendors. D. In view of the difficulty that LaserSight faces in terms of servicing its indebtedness, SNIMD has tried over the last two weeks to negotiate a settlement or a purchase arrangement with the secured creditor of LaserSight, Heller Health Finance, Inc. to reduce the burden on LaserSight and to protect SNIMD's investment in LaserSight. The negotiation with Heller Health Finance, Inc. was not successful. E. The parties would like to execute this Agreement to document their agreements related to rescue plan for LaserSight and a restructuring of LaserSight's governance, management and operations. NOW, THEREFORE, in consideration of the recitals and mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Advanced Product Purchase and Payment. SNIMD shall proceed with further purchase orders and will make efforts to provide necessary advance payments according to a schedule to be agreed upon between LaserSight and SNIMD. 2. Intention to Purchase Additional Product. If LaserSight's operations are proceeding substantially in accordance with its restructured business plan then SNIMD intends to purchase additional LaserSight products above and beyond the Product Purchase Minimum. 3. Board Resignations. As a requirement to taking the actions described in Sections 1 and 2 above, the Shenzhen Parties are requiring that the LaserSight Board of Directors be reconstituted to include directors that have experience in the China market and doing business in China. To accomplish this, Francis E. O'Donnell, Jr., M.D. and David Pieroni agree that following the execution of this Agreement by all parties and they each shall deliver an originally executed resignation from LaserSight's Board of Directors (the "Board") substantially in the form attached hereto as Exhibit A and Exhibit B. In consideration for such resignations, the Shenzhen Parties and LaserSight and on behalf of their respective officers, directors, employees and agents of such parties, do hereby, upon the execution and delivery of their respective resignations in accordance herewith, release Mr. Pieroni and Dr. O'Donnell from any and all claims that arise from or relate to Mr. Pieroni's and Dr. O'Donnell's resignation as a member of the Board or any committee thereof. 4. LaserSight Obligations. LaserSight and the Shenzhen Parties will work together and coordinate efforts to negotiate better terms of rescheduling or settlement of existing obligations to reduce the burden for LaserSight. 5. On-Going Activities. LaserSight will take all steps necessary to see to it that LaserSight continues to comply with all applicable laws, rules and regulations governing or relating to the business of LaserSight, including without limitation the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission. The Shenzhen Parties agree to cause LaserSight to promptly engage outside legal counsel that is skilled in securities matters to assist in such efforts. 6. Counterparts. This Agreement may be executed in any number of counterparts with the same effects as if all of the parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement. 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. LASERSIGHT INCORPORATED SHENZHEN NEW INDUSTRIES MEDICAL DEVELOPMENT CO., LTD. Signature: /s/ Michael R. Farris Signature: /s/ Xian Ding Weng ------------------------- ------------------------ Name: Michael R. Farris Name: Xian Ding Weng ---------------------------- ---------------------------- Title: President/CEO Title: Chairman ---------------------------- ---------------------------- NEW INDUSTRIES INVESTMENT CONSULTANTS (H.K.) LTD. Signature: /s/ Xian Ding Weng ------------------------ Name: Xian Ding Weng ---------------------------- Title: Chairman ---------------------------- The undersigned have joined in the execution of this Agreement solely for the purpose of acknowledging their respective obligation described in Section 3 of this Agreement /s/ Francis E. O'Donnell, Jr., M.D. ----------------------------------------- Francis E. O'Donnell, Jr., M.D. /s/ David J. Pieroni ----------------------------------------- David Pieroni 3 EX-99.2 5 e15155ex99_2.txt RESIGNATION, FRANCIS E. O'DONNELL, JR., M.D. Exhibit 99.2 EXHIBIT A Resignation The undersigned hereby resigns from the LaserSight Board of Directors and from serving as the Chairman of the LaserSight Board of Directors. /s/ Francis E. O'Donnell, Jr., M.D. - ----------------------------------------- Francis E. O'Donnell, Jr., M.D. Dated: June 12, 2003 EX-99.3 6 e15155ex99_3.txt RESIGNATION, DAVID J. PIERONI Exhibit 99.3 EXHIBIT B Resignation The undersigned hereby resigns from the LaserSight Board of Directors and from serving, in all capacities, on any committee of the LaserSight Board of Directors. /s/ David J. Pieroni - ---------------------------------- David Pieroni Dated: June 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----