-----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, ADibDNF0k3df4RD8lWJG4CHEncg5McXG2h2Galb3zb9GAwIg57Zwp6b5p0tjJEbt 8ottJ0X4wbLaSEfuGtBIgA== 0001017062-97-002076.txt : 19971117 0001017062-97-002076.hdr.sgml : 19971117 ACCESSION NUMBER: 0001017062-97-002076 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER LASER SYSTEMS INC CENTRAL INDEX KEY: 0000878543 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330476284 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-25242 FILM NUMBER: 97720829 BUSINESS ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 7148590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92677 8-K/A 1 AMENDMENT #1 FOR FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) September 30, 1997 --------------------------- PREMIER LASER SYSTEMS, INC. --------------------------- (Exact name of registrant as specified in its charter) California 0-25242 33-0472684 - ---------------------------- ------------------------ ------------------------ (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 3 Morgan, Irvine, California 92618 ---------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 859-0656 ------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets On September 30, 1997, Premier Laser Systems, Inc. (the "Company") acquired EyeSys Technologies, Inc. ("EyeSys") through the merger of Premier Acquisition of Delaware, Inc. ("PAI"), a wholly owned subsidiary of the Company, into EyeSys (the "Merger"). Upon the effective date of the Merger, EyeSys became a wholly owned subsidiary of the Company. The Merger was effected pursuant to an Agreement and Plan of Merger dated April 24, 1997 by and among the Company, PAI and EyeSys, as amended. The consideration paid in the merger consisted of approximately 1,236,668 shares of the Company's Class A Common Stock which was distributed among: (i) holders of stock and notes of EyeSys, (ii) certain creditors and claimants of EyeSys and (iii) employees of EyeSys entitled to bonuses for continued employment following the Merger. Options to purchase Class A Common were also issued in exchange for outstanding options and warrants to purchase EyeSys common stock. In determining the aggregate purchase price for EyeSys, the Company took into account the value of companies of similar industry and size to EyeSys, comparable transactions, and the market for such ophthalmic companies generally. EyeSys designs, develops and markets a line of noninvasive corneal topography systems for use by ophthalmologists and optometrists in surgical planning and evaluation, diagnosis of corneal pathologies and contact lens fitting. Premier will continue the operation of EyeSys' business following the Merger; however, EyeSys' manufacturing and operational facilities and personnel will be relocated to Premier's headquarters in Irvine, California. -2- Item 7. Financial Statements and Exhibits. A. Financial Statements of EyeSys. ------------------------------ Financial Statements of EyeSys prepared in accordance with Regulation S-X consisting of the Balance Sheets as of December 31, 1996 and 1995, Statements of Operations for the years ended December 31, 1996, 1995, and 1994, Statements of Changes in Stockholders' Equity for the years ended December 31, 1996, 1995, and 1994, and Statements of Cash Flows for the years ended December 31, 1996, 1995, and 1994, together with the Report of Independent Auditors are hereby incorporated by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333-29573). The unaudited financial statements of EyeSys prepared in accordance with Regulation S-X consisting of the Balance Sheet as of June 30, 1997, Statements of Operation for the six months ended June 30, 1997 and 1996, and Statements of Cash Flows for the six months ended June 30, 1997 and 1996 filed with this report are listed in the Index to Financial Statements on page F- 1 of this report. B. Pro Forma Financial Information. ------------------------------- The pro forma combined financial statements for the combined companies required to be filed pursuant to this item are listed in the Index to Financial Statements on page F-1 of this report. C. Exhibits -------- Exhibit Number Description ------ ----------- 2.1 Agreement and Plan of Merger dated as of April 24, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4, Registration No. 333- 29573). 2.2 First Amendment to Agreement and Plan of Merger dated as of August 6, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed October 15, 1997). 2.3 Second Amendment to Agreement and Plan of Merger dated as of September 16, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed October 15, 1997). 23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith). -3- 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. PREMIER LASER SYSTEMS, INC. /s/ MICHAEL L. HIEBERT November 14, 1997 ____________________________________________ Michael L. Hiebert, Chief Financial Officer -4- INDEX TO FINANCIAL STATEMENTS TO CURRENT REPORT ON FORM 8-K/A Page ---- (a) Financial Statements of Business Acquired ----------------------------------------- Balance Sheet as of June 30, 1997 ................................... F-2 Statements of Operation for the six months ended June 30, 1997 and 1996 .............................................................. F-3 Statements of Cash Flows for the six months ended June 30, 1997 and 1996 .............................................................. F-4 (b) Pro Forma Financial Information ------------------------------- Unaudited Pro Forma Combined Financial Statements.................... F-5 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1997 ..................................................... F-6 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended March 31, 1997 ................................. F-7 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended June 30, 1997 .......................... F-8 Notes to Unaudited Pro Forma Condensed Combined Financial Statements............................................... F-9 F-1 EYESYS TECHNOLOGIES, INC. BALANCE SHEET (UNAUDITED)
June 30, ASSETS 1997 ------------ Current Assets: Cash and cash equivalents $ - Accounts receivable, net 587,889 Inventories 1,225,729 Prepaid expenses and other current assets 23,420 ------------ Total current assets 1,837,038 Property and equipment, net 711,838 Other assets 27,996 ------------ $ 2,576,872 ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,027,151 Accrued liabilities 1,159,113 Notes payable and current portion of capital lease obligations 5,155,866 ------------ Total current liabilities 8,342,130 ------------ Long-term liabilities: Deferred income taxes 57,000 Long-term debt 197,112 ------------ Total long-term liabilities 254,112 ------------ Commitments and contingencies Shareholders' equity Preferred stock 6,702,659 Common stock 2,011,694 Accumulated deficit (14,733,723) ------------ Total shareholders' equity (6,019,370) ------------ $ 2,576,872 ============
F-2 EYESYS TECHNOLOGIES, INC. STATEMENT OF OPERATIONS (UNAUDITED)
Six Months Ended June 30, ---------------------------- 1997 1996 ------------ ------------ Net sales $ 1,158,800 $ 4,234,080 Cost of sales 791,531 2,364,124 ----------- ----------- Gross profit (loss) 367,269 1,869,956 Selling and marketing expenses 1,130,291 2,389,028 Research and development expenses 236,485 586,511 General and administrative expenses 1,164,516 858,393 ----------- ----------- Loss from operations (2,164,023) (1,963,976) Interest income (expense), net (170,486) (231,019) ----------- ----------- Net loss before tax $(2,334,509) $(2,194,995) ----------- ----------- Provision for income taxes - 15,000 ----------- ----------- Net loss after tax (2,334,509) (2,209,995) =========== =========== Net loss per common share $ (0.69) $ (0.67) =========== =========== Weighted average shares outstanding 3,380,615 3,309,011 ============ ============
F-3 EYESYS TECHNOLOGIES, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, ------------------------- 1997 1996 ------------ ----------- OPERATING ACTIVITIES NET LOSS $(2,334,509) $(2,209,995) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation/amortization 222,246 240,951 Changes in operating assets and liabilities Accounts receivable 1,859,924 42,727 Inventories 64,721 (46,521) Prepaid expenses 73,265 16,502 Other assets 26,780 84,592 Accounts payable 301,170 (1,275,891) Accrued liabilities (390,916) 261,980 Federal Income Tax (15,000) -- Other Long Term Liabilities (45,256) (45,641) Deferred Revenue 242,397 43,495 ----------- ----------- Net cash provided by (used in) operations 4,822 (2,887,801) INVESTING ACTIVITIES Purchases of property and equipment (7,888) (59,961) FINANCING ACTIVITIES Proceeds from Line of Credit 641,546 1,048,332 Payments on Line of Credit (860,028) (377,544) Proceeds Notes Payable 286,934 -- Payments Notes Payable (103,504) (37,748) Proceeds Common Stock 1,072 6,086 Proceeds from Bank Overdraft 37,046 -- Proceeds from Note Payable to Related Parties -- 1,717,555 ----------- ----------- Net cash provided by (used in) financing activities 3,066 2,356,681 Net increase (decrease) in cash and cash equivalents -- (591,081) Cash and cash equivalents at beginning of period -- 730,968 ----------- ----------- Cash and cash equivalents at end of period $ 0 $ 139,887 =========== ===========
See notes to condensed consolidated financial statements F-4 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Pro Forma Condensed Combined Statement of Operations for the fiscal year ended March 31, 1997 and for the three-month period ended June 30, 1997 presents unaudited pro forma operating results for Premier as if the Agreement and Plan of Merger ("Merger") between Premier and EyeSys had occurred as of the beginning of the periods presented. The following Pro Forma Condensed Combined Balance Sheet presents the unaudited pro forma financial condition of Premier as if the Merger occurred as of June 30, 1997. Of the total purchase price, $9.2 million represented the value of in-process research and development. The excess of the purchase price of EyeSys (exclusive of the amount allocated to in-process research and development over the net identifiable assets and liabilities of EyeSys is reported as goodwill, developed product technology, trademarks and tradenames, and patents. The carrying values of EyeSys's net assets are assumed to equal their fair values for purposes of these unaudited pro forma financial statements, unless indicated otherwise in the Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet. These values are subject to revision. However, management believes that any resulting adjustments will not have a material effect on the financial position or results of operations. The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations were prepared assuming the consummation of: (i) the Merger, which is accounted for under the purchase method of accounting; and (ii) the conversion of convertible notes of EyeSys into common stock prior to the Merger. The unaudited pro forma adjustments are described in the accompanying notes. The unaudited pro forma adjustments represent Premier's preliminary determination of the necessary adjustments and are based upon certain assumptions Premier considers reasonable under the circumstances. Final amounts may differ from those set forth below. The unaudited pro forma financial information presented does not consider any future events which may occur after the Merger including the possible payment of additional purchase price (i.e. the Contingent Consideration) based upon established financial goals for fiscal 1998. The unaudited pro forma financial information presented does not attempt to quantify any operating expense synergies or cost reductions of the combined operations of Premier and EyeSys that may be realized after the Merger. Nor does the unaudited pro forma financial information consider the incremental expense, capital or conversion costs which may be incurred as a result of the Merger. THE UNAUDITED PRO FORMA FINANCIAL INFORMATION IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF THE OPERATING RESULTS OR FINANCIAL POSITION THAT WOULD HAVE OCCURRED HAD THE MERGER BEEN CONSUMMATED AT THE DATES INDICATED, NOR IS IT NECESSARILY INDICATIVE OF FUTURE OPERATING RESULTS OR FINANCIAL POSITION OF PREMIER FOLLOWING THE MERGER. The unaudited pro forma condensed financial information should be read in conjunction with the consolidated financial statements of Premier and the financial statements of EyeSys and the related notes thereto contained in (i) Premier's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, as amended, and (ii) EyeSys's audited financial statements for the fiscal years ended December 31, 1996, 1995 and 1994 incorporated by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333-29573). F-5 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET PREMIER LASER SYSTEMS, INC.
As of June 30, 1997 --------------------------------------------------------------------- Pro Forma Pro Forma Condensed Premier Laser EyeSys Adjustments Consolidated ---------------- -------------- ------------- -------------- ASSETS Current Assets: Cash and cash equivalents $ 15,224,931 $ - $ (470,000)(2(a)) $ 14,754,931 Short-term investments 9,775,235 - - 9,775,235 Restricted cash 1,050,000 - - 1,050,000 Accounts receivable, net 2,655,799 587,889 - 3,243,688 Inventories 3,226,121 1,225,729 - 4,451,850 Prepaid expenses and other current assets 1,084,935 23,420 - 1,108,355 ------------ ------------ ----------- ------------ Total current assets 33,017,021 1,837,038 (470,000) 34,384,059 Property and equipment, net 802,854 711,838 - 1,514,692 Intangible, net 6,675,162 - 2,600,000 (2(a)) 9,275,162 Goodwill 1,028,083 - 4,405,500 (2(a)) 5,433,583 Other assets 6,477 27,996 - 34,473 ------------ ------------ ----------- ------------ $ 41,529,597 $ 2,576,872 $ 6,535,500 $ 50,641,969 ============ ============ =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 957,154 $ 2,027,151 - $ 2,984,305 Accrued liabilities 645,218 1,159,113 1,043,255 (2(b)) 2,847,586 Notes payable and current portion of capital 20,451 5,155,866 (3,793,933)(2(d)) 1,382,384 ------------ ------------ ----------- ------------ Total current liabilities 1,622,823 8,342,130 (2,750,678) 7,214,275 ------------ ------------ ----------- ------------ Long-term liabilities: Deferred income taxes - 57,000 - 57,000 Capital lease obligations - non-current 34,449 197,112 - 231,561 ------------ ------------ ----------- ------------ Total long-term liabilities 34,449 254,112 - 288,561 ------------ ------------ ----------- ------------ Commitments and contingencies Shareholders' equity Preferred stock - 6,702,659 (6,702,659)(2(a)) - Common stock 51,273,340 2,011,694 10,003,306 (2(a)) 63,288,340 Common stock--Class E-1 4,769,878 - - 4,769,878 Common stock--Class E-2 4,769,878 - - 4,769,878 Class A warrants 2,295,328 - - 2,295,328 Class B warrants 1,491,797 - - 1,491,797 Warrants to purchase Class A common stock 192,130 - - 192,130 Accumulated deficit (24,920,026) (14,733,723) 5,985,531 (2(a),(e)) (33,668,218) ------------ ------------ ----------- ------------ Total shareholders' equity 39,872,325 (6,019,370) 9,286,178 43,139,133 ------------ ------------ ----------- ------------ $ 41,529,597 $ 2,576,872 $ 6,535,500 $ 50,641,969 ============ ============ =========== ============
See notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet F-6 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS PREMIER LASER SYSTEMS, INC.
YEAR ENDED MARCH 31, 1997(1) --------------------------------------------------------- PRO FORMA PRO FORMA CONDENSED PREMIER LASER EYESYS ADJUSTMENTS CONSOLIDATED ------------- ----------- ----------- ------------ Net sales............... $ 5,530,861 $ 8,097,780 $ -- $13,628,641 Cost of sales........... 3,968,539 4,912,222 -- 8,880,761 ----------- ----------- --------- ----------- Gross profit............ 1,562,322 3,185,558 -- 4,747,880 Selling and marketing expenses............... 2,406,010 4,038,427 -- 6,444,437 Research and development expenses............... 1,563,228 1,103,009 196,923 (2(a)) 2,863,160 General and administrative expenses............... 1,736,184 1,692,624 297,198 (2(a)) 3,726,006 Write off of investment in Mattan Corporation.. 881,010 -- -- 881,010 Termination of strategic alliance with IBC...... 331,740 -- -- 331,740 In-process research and development acquired in the Data.Site acquisition............ 250,000 -- -- 250,000 ----------- ----------- --------- ----------- Loss from operations.... (5,605,850) (3,648,502) (494,121) 9,748,473 Interest (income) expense, net........... (15,493) 516,496 (273,474)(2(b)) 227,529 ----------- ----------- --------- ----------- Net loss................ (5,590,357) (4,164,998) (220,647) 9,976,002 Less preferred stock dividends.............. -- (499,265) 499,265 (3) -- ----------- ----------- --------- ----------- Net loss attributable to common shareholders.... $(5,590,357) $(4,664,263) $ 278,618 $(9,976,002) =========== =========== ========= =========== Net loss per common share.................. $ (0.96) $ (1.38) $ (1.41)(2(c)) =========== =========== =========== Weighted average shares outstanding............ 5,833,326 3,382,545 7,069,994 (3) =========== =========== ===========
See notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations F-7 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS PREMIER LASER SYSTEMS, INC.
Quarter Ended June 30, 1997 (1) ----------------------------------------------------------- Pro Forma Pro Forma Condensed Premier Laser EyeSys Adjustments Consolidated ------------- ------------ ------------ ------------ Net sales $2,105,447 $ 290,056 - $ 2,395,503 Cost of sales 1,295,980 327,659 - 1,623,639 ---------- ----------- --------- ----------- Gross profit (loss) 809,467 (37,603) - 771,864 Selling and marketing expenses 815,023 489,615 - 1,304,638 Research and development expenses 513,499 133,279 49,231 (2(a)) 696,009 General and administrative expenses 363,986 725,776 74,300 (2(a)) 1,164,062 ---------- ----------- --------- ----------- Loss from operations (883,041) (1,386,273) (123,531) (2,392,845) Interest income (expense), net 169,786 (32,576) 78,316 (2(b)) 215,526 ---------- ----------- --------- ----------- Net loss $ (713,255) $(1,418,849) $ (45,215) $(2,177,319) ========== =========== ========= =========== Net loss per common share $ (0.08) $ (0.42) ($0.22) (2(c)) ========== =========== ============ Weighted average shares outstanding 8,749,508 3,358,359 9,986,176 (3) ========== =========== ============
See notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations F-8 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 1. Basis of Presentation For purposes of the Unaudited Pro Forma Condensed Consolidated Balance Sheet, the financial position of EyeSys and Premier is as of June 30, 1997. 2. Pro Forma Adjustments The following table reflects a detailed breakdown of the pro forma adjustments in the Unaudited Pro Forma Condensed Consolidated Balance Sheet: (a) Reflects the purchase of all outstanding EyeSys common stock for the aggregate price of $12.015 million or 1,236,668 shares at an assumed value of approximately $9.72 per share, the issuance of 165,000 options to EyeSys option and warrant holders,and $470,000 in cash. The carrying values of EyeSys's net assets are assumed to equal their fair values for purposes of these unaudited pro forma financial statements, unless indicated below. The fair market value of purchased in-process research and development of $9.2 million was determined by an independent appraisal. The company will record a write off of the purchased in-process research and development in its fiscal year 1998 second quarter results of operations. The remaining excess of the purchase price of EyeSys over its net book value as of the pro forma balance sheet date represents developed product technology, patents, trademarks and trade names, and goodwill in the amount of $600,000, $1,000,000, $1,000,000 and $4,405,500, respectively. (b) Reflects the Company's estimate of costs associated with the Merger and estimated expenses associated with closing EyeSys's primary facility and related relocation costs aggregating approximately $1.5 million, less the interest due for convertible notes payable to certain shareholders of EyeSys aggregating approximately $493,000 which will be exchanged for the Company's common stock immediately prior to the consummation of the Merger. (c) The accompanying Unaudited Condensed Consolidated Pro Forma Balance Sheet does not reflect any adjustments to the carrying values of EyeSys' net assets to equal their estimated fair values as such amounts are not anticipated to be significant. These values are subject to revision. However, management believes that any resulting adjustments will not have a material effect on the financial positions or results of operations. (d) Convertible notes payable to certain shareholders of EyeSys aggregating approximately 3,800,000 will be exchanged for the Company's Common Stock immediately prior to the consummation of the Merger. The pro forma condensed consolidated balance sheet reflects such conversion. (e) Reflects the elimination of the equity of EyeSys upon the consolidation with the Company. F-9 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1997 1. BASIS OF PRESENTATION Premier's fiscal year ends on March 31. EyeSys's fiscal year ends on December 31. For purposes of the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended March 31, 1997, results of operations for EyeSys are for the year ended December 31, 1996. The results of operations for EyeSys included in the Unaudited Pro Forma Condensed Consolidated Statements of Operations contain certain reclassification entries in order to present cost of sales and operating expense information on a basis consistent with the presentation used by Premier. 2. PRO FORMA ADJUSTMENTS (a) Reflects the effect on depreciation and amortization expense resulting from the following: Amortization of goodwill (utilizing a 20 year life) related to the Merger and purchase price accounting adjustments.................. $220,275 Amortization expense resulting from the allocation of purchase price to the fair value of developed product technology (utilizing an amortization period of 5 years)................................ $120,000 Amortization expense resulting from the allocation of purchase price to the fair value of patents (utilizing an amortization period of 13 years)............................................... $ 76,923 Amortization expense resulting from the allocation of purchase price to the fair value of trade names and trademarks (utilizing an amortization period of 13 years)............................... $ 76,923
(b) Convertible notes payable to certain shareholders of EyeSys aggregating approximately $3,800,000 will be exchanged for Premier Common Stock in connection with the Merger. The pro forma condensed consolidated statement of operations reflects the reduction of interest expense aggregating $273,474 resulting from such conversion. (c) The pro forma adjustments exclude the effect of $9.2 million of purchased in-process research and development as it is a material nonrecurring charge which resulted directly from the transaction. The Company will record a write off of the purchased in process research and development in its fiscal year 1998 results of operations. 3. NET LOSS PER COMMON SHARE AND PREFERRED STOCK DIVIDEND The pro forma weighted average common share amounts reflected in the Unaudited Pro Forma Condensed Consolidated Statement of Operations represent the aggregate of the historical weighted average common shares of Premier and the 1,236,668 shares at an approximate value of $9.72 per share exchanged with the shareholders of EyeSys in connection with the Merger. The consolidated net loss per common share has been adjusted to exclude the accretion of dividends on EyeSys preferred stock which will be exchanged for Premier Common Stock in the Merger. F-10 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1997 1. Basis of Presentation The Company's fiscal year ends on March 31. EyeSys's fiscal year ends on December 31. For purposes of the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the quarter ended June 30, 1997, results of operations for EyeSys are for the three months ended June 30, 1996. The results of the operations for EyeSys included in the Unaudited Pro Forma Condensed Consolidated Statements of Operations contain certain reclassification entries in order to present cost of sales and operating expense information on a basis consistent with the presentation used by the Company. 2. Pro Forma Adjustments (a) Reflects the effect on depreciation and amortization expense resulting from the following: Amortization of goodwill (utilizing a 20 year life) related to the Merger and purchase price accounting adjustments........... $55,069 Amortization expense resulting from the allocation of purchase price to the fair value of developed product technology (utilizing an amortization period of 5 years).................. $30,000 Amortization expense resulting from the allocation of purchase price to the fair value of patents (utilizing an amortization period of 13 years)............................................ $19,230 Amortization expense resulting from the allocation of purchase price to the fair value of trade names and trademarks.......... $19,230 (utilizing an amortization period of 13 years)
(b) Convertible notes payable to certain shareholders of EyeSys aggregating $3,800,000 will be exchanged for the Company's Common Stock in connection with the Merger. The pro forma condensed consolidated statement of operations reflects the reduction of interest expense aggregating $78,316 resulting from such conversion. (c) The proforma adjustments exclude the effect of $9.2 million of purchased in-process research and development as it is a material nonrecurring charge which resulted directly from the transaction. The Company will record a write off of the purchased in process research and development in its fiscal year 1998 results of operations. 3. Net Loss per Common Share The pro forma weighted average common share amounts reflected in the unaudited pro forma condensed consolidated statement of operations represent the aggregate of the historical weighted average common shares of the Company and the 1,236,668 shares at an assumed value of approximately $9.72 per share exchanged with the shareholders of EyeSys in connection with the Merger. The consolidated net loss per common share has been adjusted to exclude the accretion of dividends on EyeSys preferred stock which was exchanged for the Company's Common Stock in the Merger. F-11 INDEX TO EXHIBITS
Sequentially Numbered Exhibit Description Page ------- ----------- -------------- 2.1 Agreement and Plan of Merger dated as of April 24, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.1 to the Registrant's Registration Statement on form S-4, Registration No. 333-29573). 2.2 First Amendment to Agreement and Plan of Merger dated as of August 6, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed October 15, 1997). 2.3 Second Amendment to Agreement and Plan of Merger dated as of September 16, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed October 15, 1997). 23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
EX-23.1 2 CONSENT OF COOPERS & LYBRAND, LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Form 8-K/A of our report, which includes an explanatory paragraph concerning the Company's ability to continue as a going concern, dated March 21, 1997, except for Notes 5 and 15 as to which the date is June 3, 1997, of our audits of the financial statements of Eyesys Technologies, Inc. as of December 31, 1996 and 1995, and for the three years in the period ended December 31, 1996, appearing in the registration statement on Form S-4 (File No. 333-29573) of Premier Laser Systems, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. We also consent to the incorporation by reference of our report in the registration statements on Form S-8 (File No. 333-01680), Form S-8 (File No. 333-27151), Form S-8 (File No. 333-29497) and Form S-3 (File No. 333-04219). COOPERS & LYBRAND, L.L.P. Houston, Texas November 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----