Attached files
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| EX-10.15 - LASERSIGHT INC /DE | v165003_ex10-15.htm |
| EX-10.14 - LASERSIGHT INC /DE | v165003_ex10-14.htm |
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): October 22, 2009
LASERSIGHT
INCORPORATED
(Exact
name of registrant as specified in its charter)
Commission
File Number: 0-19671
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DE
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65-0273162
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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931 S.
Semoran Blvd., Suite 204, Winter Park, FL 32792
(Address of principal executive
offices, including zip code)
407-678-9900
(Registrant’s
telephone number, including area code)
6848
Stapoint Ct., Winter Park, FL 32792
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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LASERSIGHT
INCORPORATED
Item
1.01 Entry into a Material Definitive Agreement.
On
October 22, 2009, the Company entered into a Settlement Agreement between New
Industries Investment Consultants (HK) Ltd. (“NIIC”), a shareholder of the
Company, the Company and its two wholly owned subsidiaries, LaserSight
Technologies, Inc. (“LTI”), and LaserSight Patents, Inc.
(“LPI”). Under the terms of the Settlement Agreement, which
requires the approval of the board of directors and the shareholders of the
Company, the Company agreed to transfer to NIIC all shares of the issued and
outstanding capital stock in LTI and LPI; and NIIC agreed to a dismissal with
prejudice of its complaint against the Company and LTI and to the cancellation
of the indebtedness owed to it by the Company and LTI. The parties to
the Settlement Agreement further agreed to mutual general release of all claims
and liabilities. The Company’s transfer of its shares of the capital
stock of LTI and LPI at the closing of the transaction will amount to the
disposition of substantially all of the assets of the Company.
As the
Company previously reported, in its Form 8-K dated March 26, 2009, and filed
with the SEC on March 31, 2009, the Company and LTI, were served, on March 23,
2008, with a summons and complaint that was filed by NIIC in the Circuit Court
of the Ninth Judicial Circuit in and for Orange County, Florida. In
its complaint, NIIC alleged that the Company and/or LTI defaulted under the
Security Agreement dated December 1, 2003, from the Company and LTI to NIIC (the
“Security Agreement”); the Restricted Account Agreement dated December 10, 2003,
among LTI, SunTrust Bank and NIIC; the Restated Promissory Note dated August 31,
2004, from the Company and LTI to NIIC (the “Restated Promissory Note”); the
Promissory Note dated July 26, 2006, from the Company and LTI to NIIC; and the
Loan Agreement dated July 26, 2006, among the Company, LTI and NIIC (the “Loan
Agreement”) (all of the foregoing documents together referred to as the “Loan
Documents”). The Loan Documents and related financing arrangements
have been previously reported by the Company.
NIIC’s
complaint declared the entire balances of the Restated Promissory Note and the
Promissory Note to be due and immediately payable, and it alleged that it was
due the principal amount of $3,625,000, together with accrued interest of
$1,044,683 through November 30, 2008, for a total of $4,669,683, as well as
interest accruing after November 30, 2008, expenses and attorneys’
fees. NIIC sought to recover such amounts from the Company and LTI,
and it also seeks to foreclose its security interest in the Collateral described
in the Security Agreement, to take possession of such Collateral and to enforce
the Restricted Account Agreement.
The
Company also previously reported, in its Form 8-K dated May 20, 2008, and filed
with the SEC on May 23, 2008, that the Company had received a letter from
counsel to NIIC dated May 19, 2008 (the “Letter”). The Letter
notified the Company that NIIC was exercising its rights under the Restated
Promissory Note, the Loan Agreement and related documents, to accelerate the
obligations of the Company to NIIC under such financing documents. In
the Letter NIIC demanded payment in full of all of the Company’s obligations to
NIIC resulting from the Company’s defaults in failing to make timely payments of
amounts due to NIIC under such financing documents. At that time,
NIIC required payment of $4,383,082.00, which amount comprised all principal and
interest due to NIIC as of May 19, 2008. The Company attempted to
negotiate with NIIC for a forbearance of the acceleration of its obligations to
NIIC, as the Company was unable to pay such obligations. The
Company’s default and the acceleration of its obligations to NIIC may have also
triggered defaults under other financing arrangements of the
Company.
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The
Settlement Agreement provided that it would become effective upon the Company’s
receiving the necessary director and shareholder approvals for the transfers of
its shares of capital stock in LTI and LPI to NIIC. On November 2,
2009, the Board of Directors of the Company voted to approve the transfers, and
approval in writing has been obtained from shareholders owning 7,210,000 of the
issued and outstanding shares of the Company’s common stock, $0.001 par value,
which is 72% of the total issued and outstanding shares.
On
November 2, 2009, the parties to the Settlement Agreement entered into an
Amendment to Settlement Agreement which provides that the Settlement Agreement
shall become effective sixty (60) days after the date thereof. The
Amendment recited that the approval of the Settlement Agreement had been
obtained from the Board of Directors of the Company, LSI and LPI, from the
Company as the sole shareholder of LSI and LPI, and from the majority
shareholder of the Company.
Following
the closing of the stock transfer transactions, NIIC will dismiss its complaint
within five business days.
Copies of
the Settlement Agreement and the Amendment to Settlement Agreement are attached
as exhibits to this report.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.14
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Settlement
Agreement dated as of October 22, 2009, by and between New Industries
Investment Consultants (HK) Ltd., the Company, LaserSight Technologies,
Inc., and LaserSight Patents, Inc. (filed
herewith).
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10.15
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Amendment
to Settlement Agreement dated as of November 2, 2009, by and between New
Industries Investment Consultants (HK) Ltd., the Company, LaserSight
Technologies, Inc., and LaserSight Patents, Inc. (filed
herewith).
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LASERSIGHT
INCORPORATED
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.
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LASERSIGHT
INCORPORATED
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Date:
November 5, 2009
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By:
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/s/
Danghui (“David”) Liu
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Danghui
(“David”) Liu
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Chief
Executive Officer
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