Reg. No. 333-______
As filed with the Securities and Exchange Commission on December 14, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LaserSight Incorporated
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(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0273162
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(State of Incorporation) (I.R.S. Employer Identification No.)
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
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(Address and Zip Code of Principal Executive Offices)
LaserSight Incorporated Amended and Restated 1996 Equity Incentive Plan
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(Full Title of the Plan)
Gregory L. Wilson
Chief Financial Officer
3300 University Boulevard, Suite 140
Winter Park, Florida 32792
(407) 678-9900
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(Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee
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Common Stock, par value
$.001 per share(3) 1,500,000 shares $0.65 $975,000 $234.00
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(1) Consists of 1,500,000 additional shares of Common Stock, including the
associated preferred stock purchase rights described in note 3 below
("Common Stock"), issuable pursuant to the LaserSight Incorporated Amended
and Restated 1996 Equity Incentive Plan. In the event of a stock split,
stock dividend, or similar transaction involving the Common Stock, in order
to prevent dilution, the number of shares of Common Stock registered hereby
shall be automatically increased to cover the additional shares of Common
Stock in accordance with Rule 416 under the Securities Act of 1933, as
amended ("Securities Act").
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average of
the high and low prices reported for the Registrant's common stock on the
Nasdaq National Market on December 12, 2001. Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457
under the Securities Act.
(3) Includes the associated preferred stock purchase rights (the "Rights") to
purchase one one-thousandth of a share of Series E Junior Participating
Preferred Stock. The Rights initially are attached to and trade with the
Common Stock of the Registrant. The value attributable to such Rights, if
any, is reflected in the offering price of the Common Stock.
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an aggregate of 1,500,000
additional shares of Common Stock of LaserSight Incorporated issuable pursuant
to awards granted under the LaserSight Incorporated Amended and Restated 1996
Equity Incentive Plan. As permitted by General Instruction E to Form S-8, the
contents of earlier Registration Statements on Form S-8 in respect of the 1996
Equity Incentive Plan, as filed with the Securities and Exchange Commission (the
"Commission") on November 26, 1996 (Reg. No. 333-16823), August 31, 1998 (Reg.
No. 333-62591), July 30, 1999 (Reg. No. 333-84075) and July 31, 2000 (Reg. No.
333-42662) are hereby incorporated herein by reference, except as otherwise
updated or modified by this Registration Statement.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by LaserSight
Incorporated are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) LaserSight's Annual Report on Form 10-K with respect to the fiscal year
ended December 31, 2000 filed by LaserSight with the Commission on
March 30, 2001, as amended by Form 10-K/A filed on April 18, 2001;
(b) All other reports filed by LaserSight with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since December 31, 2000.
(c) The description of LaserSight's Common Stock contained in LaserSight's
Form 8-A/A (Amendment No. 6) filed with the Commission on August 10,
2001.
All documents subsequently filed by LaserSight 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 registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
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Item 8: Exhibits
Exhibit Number Description of Exhibit
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4.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 1 to the Form 8-A/A (Amendment No. 6)
filed by LaserSight on August 10, 2001).
4.2 Bylaws, as amended (filed as Exhibit 3.2 to the Company's
Form 8-K filed on December 20, 1999).
4.3 Rights Agreement, dated as of July 2, 1998, between
LaserSight Incorporated and American Stock Transfer & Trust
Company, as Rights Agent, which includes (i) as Exhibit A
thereto the form of Certificate of Designation of the Series
E Junior Participating Preferred Stock, (ii) as Exhibit B
thereto the form of Right certificate (separate certificates
for the Rights will not be issued until after the
Distribution Date) and (iii) as Exhibit C thereto the Summary
of Stockholder Rights Agreement (incorporated by reference to
Exhibit 99.1 to the Form 8-K filed by LaserSight on July 8,
1998).
4.4 First Amendment to Rights Agreement, dated as of March 22,
1999, between LaserSight Incorporated and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 2 to Form 8-A/A filed by LaserSight on
March 29, 1999).
4.5 Second Amendment to Rights Agreement, dated as of January 28,
2000, between LaserSight Incorporated and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 99.9 to the Form 8-K filed by the
Company on February 8, 2000).
4.6 Third Amendment to Rights Agreement, dated as of June 29,
2001, between LaserSight Incorporated and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 99.5 to the Form 8-K filed by the
Company on July 18, 2001).
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (on signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaserSight
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Winter Park, Florida on December 14, 2001.
LASERSIGHT INCORPORATED
By: /s/ Michael R. Farris
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Michael R. Farris
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael R. Farris and Gregory L. Wilson and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, and each of them, and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
/s/ Michael R. Farris December 14, 2001
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Michael R. Farris, President, Chief Executive Officer and
Director
/s/ Francis E. O'Donnell, Jr., M.D. December 14, 2001
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Francis E. O'Donnell, Jr., M.D., Chairman of the Board and
Director
/s/ Terry A. Fuller, Ph.D. December 14, 2001
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Terry A. Fuller, Ph.D., Director
/s/ D. Michael Litscher December 14, 2001
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D. Michael Litscher, Chief Operating Officer and Director
/s/ Guy W. Numann December 14, 2001
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Guy W. Numann, Director
/s/ David T. Pieroni December 14, 2001
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David T. Pieroni, Director
/s/ Gregory L. Wilson December 14, 2001
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Gregory L. Wilson, Chief Financial Officer (Principal
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1)
23.2 Consent of KPMG LLP