UNITED STATES
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): May 4, 2004
LASERSIGHT INCORPORATED
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Exact name of registrant as specified in its charter
Delaware
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State or other jurisdiction of incorporation
0-19671 65-0273162
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Commission File Number I.R.S. Employer
Identification No.
6848 Stapoint Court, Winter Park, Florida 32792
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Address of Principal Executive offices
Registrant's telephone number, including area code: (407) 678-9900
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Item 3. Bankruptcy or Receivership
On May 4, 2004, the U.S. Bankruptcy Court, Middle District of Florida,
Orlando Division, issued a confirmation order of the Joint Reorganization Plan
of the Registrant. The ten-day objection period expired on May 14, 2004 with no
objections being filed. The Registrant has until June 30, 2004 to issue stock to
creditors, renegotiate term loans and pay professional fees concerning the
bankruptcy proceedings. The confirmation memorandum, the Joint Reorganization
Plan as amended, the Joint Amended Disclosure Statement and the Confirmation
Order are attached as Exhibits 99.8- 99.13 to this Form 8K.
The Registrant has 27,987,141 common shares issued and 27,841,941
common shares outstanding but the Joint Reorganization Plan, as amended,
provides for the cancellation of all common stock, preferred stock, outstanding
warrants and stock options of the Registrant. The Registrant will be issuing
10,000,000 new common shares as follows: 1,134,000 new common shares of the
Registrant to the unsecured creditors of Lasersight Technologies, Inc.,
1,116,000 new common shares of the Registrant to the unsecured creditors of
Lasersight, Inc., 540,000 new common shares of the Registrant to the
shareholders holding the old common stock (on a 51.828 reverse split basis),
360,000 new common shares of the Registrant to the holder of the old preferred
stock and 6,850,000 new common shares of the Registrant to New Industries
Investment, the debtor-in-possession (DIP) lender, upon conversion of $1,000,000
of DIP financing. Rounding will be used to ensure that no fractional shares will
be issued.
A new three-year term note for approximately $2,200,000, at 9%
interest, will be entered into with GE Healthcare Financial Services Holdings, a
secured creditor. Principal and interest will be paid monthly. They will also be
issued warrants to purchase 100,000 new common shares at $0.40 per share. A
three-year note with New Industries Investment, the DIP lender, for $1,000,000
will provide for interest only payments at 9% per year, with interest payments
due monthly. The principal balance is due at end of note. The note will have the
ability to convert, at the holder's option, to 2,500,000 shares of new common
stock of the Registrant.
The personal property tax claims of $65,624.37 for 2002 and $54,824.41
for 2003 were agreed to be paid to Earl K. Wood, Orange County Tax Assessor,
over 72 months at 12% interest, with no prepayment penalty.
As presented in the Joint Amended Disclosure Statement, the Pro-forma
December 31, 2003 balance sheet, which is contained in the Disclosure Statement
of Exhibit 99.8 indicates that the Registrant has assets of $4,721,101 in value.
This is after write-downs of inventory, accounts receivable, notes receivable,
patents, fixed assets and other assets. The unsecured liabilities have been
converted to equity.
Item 4. Changes in Registrant's Certifying Accountant
On May 12, 2004, the Registrant engaged Moore Stephens Lovelace, P.A.
as the auditors of the Registrant. Moore Stephens Lovelace, P.A. is a Winter
Park, FL based CPA firm qualified to do SEC audit engagements.
Item 5. Other Events
On May 12, 2004, the Board of Directors appointed Danghui ("David") Liu
as President and Chief Executive Officer.
Item 6. Resignation of Registrant's Directors
On May 12, 2004, the Board of Directors accepted the resignation of
Zhentian Shi as a director of the Registrant. This resignation complies with the
terms of the Joint Reorganization Plan of the Registrant, as amended, which was
filed with the U.S. Bankruptcy Court.
Item 7. Financial Statements and Exhibits.
Exhibit 99.8 Joint Amended Disclosure Statement
Exhibit 99.9 Confirmation Memorandum
Exhibit 99.10 Modification to Joint Amended Plan of Reorganization
Exhibit 99.11 Second Modification to Joint Amended Plan of
Reorganization
Exhibit 99.12 Order Confirming Plan
Exhibit 99.13 Joint Amended Plan of Reorganization
SIGNATURES
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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: May 20, 2004 By: /s/ Danghui ("David") Liu
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Danghui ("David") Liu
President and Chief Executive Officer