-----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, HCeXeUuJcG8SjKYeZmFevaLVhsS8y62elouOaOD1W1L/XVHQHSNlljgNYlPi4ULj nQWaRuwbnAhP4G3SH8O6NA== 0000950152-03-008357.txt : 20030919 0000950152-03-008357.hdr.sgml : 20030919 20030919161630 ACCESSION NUMBER: 0000950152-03-008357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGHT RESOURCE CORP CENTRAL INDEX KEY: 0000895651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 043181524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45654 FILM NUMBER: 03902831 BUSINESS ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084296916 MAIL ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 FORMER COMPANY: FORMER CONFORMED NAME: NEWVISION TECHNOLOGY INC DATE OF NAME CHANGE: 19940224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LA SESTA S A CENTRAL INDEX KEY: 0001141742 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6-12 PLACE D ARMES STREET 2: C/O MEVA SARI CITY: LUXEMBOURG STATE: N4 ZIP: L1136 BUSINESS PHONE: 0113522627371 MAIL ADDRESS: STREET 1: C/O MEVA SARI STREET 2: 6-12 PLACE D ARMES CITY: LUXEMBOURG STATE: N4 ZIP: L1136 SC 13D/A 1 l03136asc13dza.txt SIGHT RESOURCE CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)1 Sight Resource Corporation -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 82655N105 --------- (CUSIP Number) Carene S. Kunkler 6725 Miami Avenue Cincinnati, Ohio 45243 (513) 527-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 2003 ------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 1. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 82655N105 13D Page 2 of 7 Pages ==================================================================================================================================== 1 NAME OF REPORTING PERSON LA SESTA S.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER 6,447,178 -------------------------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -------------------------------------------------------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 6,447,178 -------------------------------------------------------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,447,178 - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO ====================================================================================================================================
CUSIP No. 82655N105 13D Page 3 of 7 Pages ITEM 1. SECURITY AND ISSUER. - ------- -------------------- The title of the class of equity securities to which this Schedule 13D (the "Statement") relates is common stock, par value $.01 per share ("Common Stock"), of Sight Resource Corporation, a Delaware corporation ("SRC"). The principal executive offices of SRC are located at 6725 Miami Avenue, Cincinnati, OH 45243. ITEM 2. IDENTITY AND BACKGROUND. - ------- ------------------------ This Statement is being filed by La Sesta S.A. ("La Sesta") (the "Reporting Person"). La Sesta is a Luxembourg corporation. Its business address is c/o MEVEA s.a.r.l. (attention Mr. R. Meneguz), 6-12 Place d'Armes L-1136, Luxembourg. Directors of La Sesta are:
------------------------------------------------------------------------------------- Residence or Business Country of Director Address Citizenship ------------------------------------------------------------------------------------- Marco Brustio Piazza Parrocchiale 1 Italy 21020 Galliate Lombardo (VA) Italy ------------------------------------------------------------------------------------- Giovanni Orsi Mazzucchelli Via Petrarca 24 Italy 21100 Varese Italy ------------------------------------------------------------------------------------- Marco Orsi Mazzucchelli Via Petrarca 20 Italy 21100 Varese Italy -------------------------------------------------------------------------------------
Mr. Brustio is a director of SRC. During the last five years, La Sesta has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. During the last five years, La Sesta has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 82655N105 13D Page 4 of 7 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- -------------------------------------------------- La Sesta holds 6,447,178 shares of Common Stock of SRC. Such shares (or the shares of eyeshop.com inc. which were converted into shares of SRC in connection with the acquisition of eyeshop.com inc by SRC) were acquired by La Sesta through the use of working capital. ITEM 4. PURPOSE OF TRANSACTION. - ------- ---------------------- (a) Of the shares of Common Stock of SRC held by La Sesta, 2,980,511 were acquired in connection with (i) the acquisition of eyeshop.com inc by SRC and (ii) the related direct purchase of shares from SRC. Information with regard to those transactions appears in Item 4 to the Schedule 13D of La Sesta and certain other parties dated June 4, 2001 and filed with the Securities and Exchange Commission ("SEC") on that date. Such information is hereby incorporated by reference. (b) An additional 3,000,000 shares of Common Stock were acquired by La Sesta pursuant to a Common Stock Purchase Agreement (the "Purchase Agreement") dated December 31, 2002 among SRC, Carlyle Venture Partners, L.P., Carlyle U.S. Venture Partners, L.P., C/S Venture Investors, L.P., Carlyle Venture Coinvestment, L.L.C. (Carlyle Venture Partners, L.P., Carlyle U.S. Venture Partners, L.P., C/S Venture Investors, L.P. and Carlyle Venture Coinvestment, L.L.C. are sometimes collectively referred to herein as the "Carlyle Entities"), E. Dean Butler, Excalibur Investments B.V. and La Sesta. The shares were sold and purchased in a private placement at a purchase price of $0.20 per share. Information with regard to those transactions appears in Item 4 to Amendment 1 to the Schedule 13D of La Sesta filed with the SEC on January 10, 2003. Such information is hereby incorporated by reference. (c) In conjunction with the Stock Purchase Agreement, on December 31, 2002, Mr. Dino Tabacchi, La Sesta, and the Carlyle Entities entered into a Put and Right of First Refusal Agreement (the "Put Agreement"). Under the Put Agreement, the Carlyle Entities were granted the right to require Mr. Tabacchi and La Sesta or their permitted assigns to purchase from the Carlyle Entities an aggregate of up to 7,000,000 shares of Common Stock of SRC at the purchase price, in the amounts, during the periods and on the terms set forth in the Put Agreement. Of the 7,000,000 shares, Mr. Tabacchi (and his permitted assigns) may be required to purchase up to 5,600,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $4,000,000), and La Sesta (and its permitted assigns) may be required to purchase up to 1,400,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $1,000,000). On June 30, 2003, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and La Sesta to purchase 2,333,333 shares of Common Stock of SRC, at a purchase price of $.20 per share, as follows: CUSIP No. 82655N105 13D Page 5 of 7 Pages
- --------------------------------------------------------------------------------------------------------- Carlyle Entity Number of Shares Number of Shares Put to La Put to Mr. Tabacchi Sesta - --------------------------------------------------------------------------------------------------------- Carlyle Venture Partners, L.P. 1,317,049 329,262 - --------------------------------------------------------------------------------------------------------- Carlyle U.S. Venture Partners, 174,675 43,669 L.P. - --------------------------------------------------------------------------------------------------------- C/S Venture Investors, L.P. 268,972 67,243 - --------------------------------------------------------------------------------------------------------- Carlyle Venture Coinvestment, L.L.C. 105,970 26,493 - --------------------------------------------------------------------------------------------------------- TOTAL 1,866,666 466,667 - ---------------------------------------------------------------------------------------------------------
In accordance with such exercise, La Sesta purchased an additional 466,667 shares of Common Stock of SRC at $.20 per share, effective September 17, 2003. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------- ------------------------------------ La Sesta owns 6,447,178 shares of Common Stock of SRC, constituting 12.8% of all shares outstanding. La Sesta has sole power to vote or to direct the vote of, and to dispose or direct the disposition of, all shares owned by it. Other than as described in this Statement, no transactions in shares of Common Stock of SRC were effected during the past 60 days by La Sesta. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR - ------ ------------------------------------------- RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------------------------ (a) Information with respect to contracts, arrangements, understandings or relationships relating to the shares of Common Stock of SRC acquired by La Sesta in connection with the acquisition of eyeshop.com inc by SRC appears in Item 6 of the Schedule 13D of La Sesta and certain other parties dated June 4, 2001 and filed with the SEC on that date. Such information is hereby incorporated by reference. (b) On December 31, 2002, Mr. Dino Tabacchi, La Sesta, and the Carlyle Entities entered into a Put and Right of First Refusal Agreement (the "Put Agreement"). Under the Put Agreement, the Carlyle Entities were granted the right to require Mr. Tabacchi and La Sesta or their permitted assigns to purchase from the Carlyle Entities an aggregate of up to 7,000,000 shares of Common Stock of SRC at the purchase price, in the amounts, during the periods and on the terms set forth in the Put Agreement. Of the 7,000,000 shares, Mr. Tabacchi (and his permitted assigns) may be required to purchase up to 5,600,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $4,000,000), and La Sesta (and its permitted assigns) may be required to purchase up to 1,400,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $1,000,000). On June 30, 2003, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and La Sesta CUSIP No. 82655N105 13D Page 6 of 7 Pages purchase 2,333,333 shares of Common Stock of SRC at $.20 per share. Mr. Tabacchi assigned his rights and obligations with respect to such exercise to Excalibur. The purchase and sale of such shares was effective September 17, 2003. The Put Agreement also grants to Mr. Tabacchi and La Sesta the right to purchase shares that the Carlyle Entities propose to sell to a third party. The terms under which Mr. Tabacchi and La Sesta may purchase such shares are to be no less favorable than those offered by the third party purchaser. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------ -------------------------------- Exhibit 1 Common Stock Purchase Agreement dated as of December 30, 2002 (incorporated by reference from Exhibit 10.39 to SRC's Current Report on Form 8-K dated January 9, 2003 and filed with the SEC on January 10, 2003). Exhibit 2 Put and Right of First Refusal Agreement dated as of December 31, 2002 (incorporated by reference from Exhibit 2 to Amendment 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002 and filed with the SEC on that date). Exhibit 3 Items 4 and 6 of the Schedule 13D of La Sesta S.A. and certain other parties dated June 4, 2001 and filed with the SEC on that date are hereby incorporated by reference. Exhibit 4 Items 4 and 6 of Amendment No. 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002 and filed with the SEC on January 10, 2003. Exhibit 5 Power of Attorney of La Sesta S.A. (incorporated by reference from Exhibit 4 to Amendment 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002 and filed with the SEC on January 10, 2003).
CUSIP No. 82655N105 13D Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 17, 2003 /s/ Carene Kunkler -------------------------------------------------- Carene Kunkler, as Attorney-In-Fact for La Sesta S.A., pursuant to previously filed Power of Attorney (incorporated by reference from Exhibit 4 to Amendment No. 1 to the Statement on Schedule 13D for La Sesta, S.A. dated December 31, 2002 and filed with the Securities and Exchange Commission on January 10, 2003). -----END PRIVACY-ENHANCED MESSAGE-----