-----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, LrR2GYRNtZMq1VIIN7NYEsbgLzZUMAx/aU7xPOhbDfT5H4boPTbst4W66TNasrRW /CSIWdbvfic5smrdSRE5CQ== 0001019687-00-000196.txt : 20000228 0001019687-00-000196.hdr.sgml : 20000228 ACCESSION NUMBER: 0001019687-00-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000105 ITEM INFORMATION: FILED AS OF DATE: 20000225 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 SEC ACT: SEC FILE NUMBER: 001-14013 FILM NUMBER: 553698 BUSINESS ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92660 BUSINESS PHONE: 9498590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92660 8-K 1 PREMIER LASER SYSTEMS, INC. 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) January 5, 2000 PREMIER LASER SYSTEMS, INC. (Exact name of registrant a specified in its Charter)
California 0-25242 33-0472684 - --------------------------------- --------------------------------- ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
3 Morgan, Irvine, California 92618 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 859-0656 ------------------- Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS (a) Removal of Chief Technical Officer. ----------------------------------- On January 5, 2000, Premier Laser Systems, Inc. (the "Company") issued a press release announcing that the board of directors removed Colette Cozean as chief technology officer of the Company, and appointed Frederic J. Feldman as the new Chairman of the Company's Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. (b) Change in Board of Directors. ----------------------------- On January 18, 2000, the Company announced that its board of directors appointed Michael J. Quinn, the Company's President and Chief Executive Officer, to the Company's board of directors. In addition, the Company announced that Colette Cozean has resigned from the board of directors, and Patrick Day and G. Lynn Powell have retired from the board of directors. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference. (c) Completion of Financing. ------------------------ On January 21, 2000, the Company issued and sold $2,000,000 of secured convertible debentures due 2003 (the "Debentures"). The Debentures carry a six percent interest rate and are convertible into the Company's Class A Common Stock ("Common Stock") at a rate that will be determined at the time of conversion, provided that the price must be in the range of $ 1.80 to $ 1.15 per share, subject to certain antidilution provisions and certain other conditions. The Company has received all of the net proceeds from the sale of the Debentures, which were or will be used for the refinancing of outstanding debt and for working capital. In connection with this transaction, the Company issued to the investors and other persons warrants expiring 2005 to purchase an aggregate of 50,000 shares of Common Stock, at an exercise price of $1.80 per share. Because the Debentures are convertible into Common Stock at a conversion price that is less than the prevailing market price of the Common Stock, the Company is required, under the Warrant Agreement governing its outstanding Class B Warrants, (traded on the Nasdaq National Market, trading symbol "PLSIZ"), to adjust the exercise price of the Class B Warrants. As a result of this adjustment, the exercise price of the Class B Warrants has been reduced to $7.27 per warrant. Since the conversion price of the Debentures may change over time, the exercise price of the Class B Warrants may be further adjusted (increased or decreased)in the future, in accordance with the terms of the Warrant Agreement. If the Debentures are repaid by the Company without having been converted into Common Stock, the adjustment to the Class B Warrant exercise price described above will be revoked. Pursuant to an agreement with American Stock Transfer and Trust Company, as Rights Agent, the sale of the Debentures, the Warrants and the Common Stock upon the conversion of the Debentures will not result in the exerciseability of the Company's outstanding Rights, issued under the Rights Agreement between the Company and the Rights Agent (which agreement is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on April 2, 1998). (d) Furlough. --------- On February 15, 2000, the Company placed 54 of its 80 employees on unpaid leave in order to address short term liquidity issues. In addition, the Company hired Crossroads LLC to assist the Company in identifying and assessing strategic and financial alternatives. (e) Termination of Merger Agreement. On February 17, 2000, Ophlthalmic Imaging Systems terminated the previously announced merger agreement between it and the Company. The Company presently owns approximately 51% of the voting stock of Ophthalmic Imaging Systems. The two companies will continue to discuss other potential mutually beneficial relationships between them. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. -------- 10.1 Amendment to Rights Agreement dated January 21, 2000 (filed herewith). 99.1 Press Release of Premier Laser Systems, Inc., dated January 5, 2000. 99.2 Press Release of Premier Laser Systems, Inc., dated January 18, 2000. SIGNATURE 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. Date: February 25, 2000 PREMIER LASER SYSTEMS, INC. By: /s/ Robert V. Mahoney ------------------------------------------ Robert V. Mahoney, Chief Financial Officer EX-10.1 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 10.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, effective as of January 21, 1999 (the "Amendment"), to the Rights Agreement dated as of March 31, 1998 (the "Rights Agreement"), between PREMIER LASER SYSTEMS, INC., a California corporation (the "Company"), and AMERICAN STOCK TRANSFER AND TRUST COMPANY (the "Rights Agent"). WHEREAS, the Company is entering into a Secured Convertible Debenture Purchase Agreement dated January 21, 2000 with STRONG RIVER INVESTMENTS, INC., and HERKIMER, LLC (collectively, the "Purchasers") pursuant to which the Purchasers will acquire 6% Secured Convertible Debentures due 2003 ("Debentures") and Warrants which securities may, under certain circumstances, be convertible into or exercisable for in excess of 15% of the Company's Common Shares (as defined in the Rights Agreement) WHEREAS, the Company and the Rights Agent entered into the Rights Agreement which specified the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement to permit the purchase of securities pursuant to the Purchase Agreement and upon the conversion of the Debentures and exercise of the Warrants, without causing a Distribution Date under the terms of the Rights Agreement; and WHEREAS, the Board of Directors of the Company has approved this Amendment in accordance with its Bylaws. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall be amended as follows: (a) Section 1(a) of the Rights Agreement is hereby deleted in its entirety and replaced by the following: "(a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of such plan. Notwithstanding the foregoing, neither the Purchasers (or either of them) nor any Affiliate or Associate thereof (together, the "Purchaser Group") shall be deemed as "Acquiring Person" by virtue of the purchase of the Debentures or the Warrants, or by virtue of the conversion of the Debentures into Common Shares or exercise of the Warrants in accordance with their terms. 2. REFERENCE TO AND EFFECT ON RIGHTS AGREEMENT. On and after the date of this Amendment, each reference in the Rights Agreement to the term "Agreement," or to "hereof," "hereunder," or "herein" shall be deemed to refer to the Rights Agreement as amended hereby. 3. EFFECTIVE DATE. This Amendment and the amendments to the Rights Agreement effected hereby shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall otherwise be unaffected hereby. 4. COUNTERPARTS. The Amendment may be executed in one or more counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. [remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, effective as of the day and year first above written. PREMIER LASER SYSTEMS, INC., By: /s/ Michael Quinn -------------------------------------- Michael Quinn, Chief Executive Officer ATTEST: By: /s/ Robert Mahoney ------------------- Robert Mahoney, Executive Vice President-Finance AMERICAN STOCK TRANSFER AND TRUST COMPANY By: /S/ Paula Caroppoli -------------------------------------- Title: Vice President ---------------------------- ATTEST: By: /S/ Susan Silber --------------------------------- Title: Assistant Secretary ------------------------- EX-99.1 3 PRESS RELEASE EXHIBIT 99.1 Fredric J. Feldman Elected Chairman of Board At Premier Laser Systems IRVINE, Calif.--(BUSINESS WIRE)--Jan. 5, 2000--Premier Laser Systems Inc. (Nasdaq 1/4NM:PLSIA) Wednesday announced that its board of directors elected Fredric J. Feldman, Ph.D., 59, as its chairman, replacing Colette Cozean, Ph.D., 40, who had served as chairman since 1992. In electing Feldman, the board also removed Cozean as chief technology officer, a position she had held since the appointment of Michael J. Quinn as the company's president & chief executive officer in November 1999. Cozean remains a director; neither Feldman nor Cozean is an employee of the company. Feldman was elected to the company's board in December 1998. He has been a consultant to numerous health care companies, investment banks and venture capital groups since 1992. He is currently CEO of Biex Inc., a company specializing in women's health; and prior to that he served as chairman and CEO of Oncogenetics Inc., a cancer diagnostics company; and as president and CEO of Microgenics Corp., a biotechnology company. He has held senior management positions in the United States and Europe in the medical device and diagnostics industry, including 14 years at Beckman Instruments. Feldman received a Ph.D. in analytical chemistry and an MS in inorganic chemistry from the University of Maryland, and a BS in chemistry from the City University of New York. He serves as a director for Ostex International Inc., SangStat Medical Corp., Orthologic Corp., and several private companies. Quinn commented, "Premier has an excellent portfolio of patents and intellectual property, and numerous FDA clearances to market for a range of products. Its diagnostic products for ophthalmology are state-of-the-art. There are numerous challenges to face, but we are addressing diagnostic and therapeutic markets with large potential demand for well-designed and well-priced products. I look forward to working with Fred Feldman to sharpen our product focus and to improve the results of operations." Premier Laser Systems develops, manufactures and markets diagnostic and therapeutic products for the eyecare, dentistry and surgical markets including lasers, fiber optic delivery systems and associated products for a variety of applications. The statements in this release that relate to future events or performance, statements about potential results of operations, demand, growth, and market size are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to the development of markets for and commercial acceptance of the company's products and services, the availability of components, the availability of working capital, competitors' product introductions and other risks identified in the company's SEC filings. Actual results may differ from those described in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. CONTACT: Allen & Caron Inc Matt Clawson (investors) matt@allencaron.com Owen Daley (media) owen@allencaron.com 949/474-4300 EX-99.2 4 PRESS RELEASE EXHIBIT 99.2 Michael J. Quinn Appointed to Premier Laser Systems Board; Dr. Colette Cozean, Patrick Day, G. Lynn Powell Vacate Board Posts IRVINE, Calif.--(BUSINESS WIRE)--Jan. 18, 2000--Premier Laser Systems Inc. (Nasdaq/NM:PLSIA) Tuesday announced that the board of directors has appointed Premier President and CEO Michael J. Quinn, 55, to the board, effective immediately. The company also announced that Colette Cozean, Ph.D., 41, has resigned from the board, and Patrick Day, 72, and G. Lynn Powell, DDS, 58, have announced their retirement from the board. The appointment of Quinn fills one of the three vacancies created by the resignations of Cozean, Day and Powell, bringing the total number of directors to five, with two vacancies to be filled. According to the announcement, the board will immediately commence a search to fill the remaining seats on the board. Quinn joined the company as president and CEO in mid-November of last year. Both Cozean and Day had served on the board since 1991, Powell joined the board in 1997. Premier Laser Systems develops, manufactures and markets diagnostic and therapeutic products for the eyecare, dentistry and surgical markets including lasers, fiber optic delivery systems and associated products for a variety of applications. The statements in this release that relate to future events or performance, statements about potential results of operations, demand, growth and market size are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to the development of markets for and commercial acceptance of the company's products and services, the availability of components, the availability of working capital, competitors' product introductions and other risks identified in the company's SEC filings. Actual results may differ from those described in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. CONTACT: Allen & Caron Inc. Owen Daley (media), 949/474-4300 owen@allencaron.com or Premier Laser Systems Inc. Rob Mahoney (investors), 949/859-0656 -----END PRIVACY-ENHANCED MESSAGE-----