SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LaserSight Incorporated
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0273162
-------- ----------
(State of incorporation) (IRS Employer
Identification No.)
3300 University Boulevard, Suite 140, Winter Park, Florida 32792
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
-------------------------------
(Title of Class)
Item 1. Description of Securities to be Registered.
------------------------------------------
On June 29, 2001, LaserSight Incorporated, a Delaware corporation (the
"Company") and American Stock Transfer & Trust Company, a New York corporation,
as Rights Agent (the "Rights Agent"), adopted the Third Amendment (the "Third
Amendment") to the Rights Agreement dated as of July 2, 1998 (as amended, the
"Rights Agreement") between the Company and the Rights Agent. The Third
Amendment, among other things, provides that no person shall become an Acquiring
Person (as defined in the Rights Agreement) as the result an acquisition of
LaserSight securities pursuant to and in accordance with that certain Securities
Purchase Agreement dated as of July 6, 2001 by and among the Company, BayStar
Capital, L.P. and BayStar International, Ltd. The Third Amendment to the Rights
Agreement is attached as an exhibit hereto, and is incorporated herein by
reference. Except as incorporated by reference herein, the description of the
Rights Agreement set forth in the Registration Statement on Form 8-A filed by
the Company with the Securities and Exchange Commission on July 7, 1998, as
amended by the First Amendment thereto dated March 22, 1999 and as further
amended by the Second Amendment thereto dated January 28, 2000, remains in full
force and effect.
Item 2. Exhibits.
--------
Exhibit
Number Description
------ -----------
1 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 from the Registration Statement on Form 8-A filed
with the Commission on July 7, 1998, Commission File No.
0-19671).
2 First Amendment dated as of March 22, 1999, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference from the First
Amendment on Form 8-A/A filed with the Commission on
March 29, 1999, Commission File No. 0-19671).
2
3 Second Amendment dated as of January 28, 2000, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference from the Second
Amendment on Form 8-A/A filed with the Commission on
February 8, 2000, Commission File No. 0-19671).
4 Third Amendment dated as of June 29, 2001, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference to Exhibit 99.5 to
Form 8-K filed by LaserSight on July 18, 2001, Commission
File No. 0-19671).
3
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 10, 2001 LaserSight Incorporated
By: /s/Michael R. Farris
------------------------------
Name: Michael R. Farris
Title: President and Chief Executive Officer
4
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
1 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 from the Registration Statement on Form 8-A filed
with the Commission on July 7, 1998, Commission File No.
0-19671).
2 First Amendment dated as of March 22, 1999, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference from the First
Amendment on Form 8-A/A filed with the Commission on
March 29, 1999, Commission File No. 0-19671).
3 Second Amendment dated as of January 28, 2000, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference from the Second
Amendment on Form 8-A/A filed with the Commission on
February 8, 2000, Commission File No. 0-19671).
4 Third Amendment dated as of June 29, 2001, to Rights
Agreement, dated as of July 2, 1998, between LaserSight
Incorporated and American Stock Transfer & Trust Company as
Rights Agent (incorporated by reference to Exhibit 99.5 to
Form 8-K filed by LaserSight on July 18, 2001, Commission
File No. 0-19671).
5