-----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, FkeNhRx8NDNmZ9rS1PAb3KwpJ2+bZgK+sndPBsa3OWnjxzuubhQwlXHj5OW18q4h 99a/GdUMBWtLcCEiUepXAw== 0001209191-04-024812.txt : 20040510 0001209191-04-024812.hdr.sgml : 20040510 20040510210349 ACCESSION NUMBER: 0001209191-04-024812 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040506 FILED AS OF DATE: 20040510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG VENTURES LLC CENTRAL INDEX KEY: 0001263654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21068 FILM NUMBER: 04794829 BUSINESS ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE STREET 2: SUITE 220 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023472662 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2004-05-06 0 0000895651 SIGHT RESOURCE CORP VISN 0001263654 TCG VENTURES LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW, SUITE 220 WASHINGTON DC 20004-2505 0 0 1 0 Common Stock 2004-05-06 4 S 0 350807.0000 0.2000 D 661347.0000 I See General Remarks #1 and Footnotes Put Option (Right to Sell) 2004-05-06 4 X 0 350807.0000 0.2000 D Common Stock 350807.0000 350805.0000 I See General Remarks #1 and Footnotes On May 6, 2004 pursuant to the terms of the Put Agreement (as defined in footnotes 5 and 6 below), CUS sold 218,344 shares of Common Stock of the Issuer to the Grantors (as defined in footnotes 5 and 6 below) and CVC sold 132,463 shares of Common Stock of the Issuer to the Grantors. All such shares were sold for $0.20 per share. As of May 6, 2004, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CUS owned 411,628 shares of Common Stock of the Issuer and CVC owned 249,719 shares of Common Stock of the Issuer. CUS and CVC each is the direct beneficial owner of less than 10% of the outstanding shares of common stock of Sight Resource Corporation (the "Issuer"), in each case on a common stock equivalent basis as of May 6, 2004 after giving effect to convertible and derivative securities that were then currently convertible or exercisable or would become convertible or exercisable within 60 days thereof. CUS and CVC each disclaim beneficial ownership of the Issuer's securities beneficially owned by each other. In addition, each of CUS and CVC disclaim beneficial ownership of all the Issuer's securities beneficially owned by Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership ("CVP"), and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership ("C/S"). TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."), is the general partner of CVP and C/S... (continued in Footnote 4) (continued from Footnote 3) ....TCG is the sole shareholder of TCG Ltd. TCG disclaims beneficial ownership of the Issuer's securities directly beneficially owned by CVP and C/S and indirectly beneficially owned by TCG Ltd. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Ryan Schwarz, a director of the Issuer, is a designee to the Board pursuant to rights granted to CUS, CVC, CVP and C/S by the Issuer. Mr. Schwarz is also a non-managing member of CVC. Mr. Schwarz is also a Principal of entities affiliated with CVC, TCG and TCG Ltd. CUS and CVC entered into the Put and Right of First Refusal Agreement dated as of December 31, 2002 (the "Put Agreement"), pursuant to which two affiliates of certain investors in the Issuer granted to CUS and CVC the Put Options (Rights to Sell), representing rights to cause shares of Common Stock of the Issuer held by them to be purchased by such affiliates or their permitted grantor transferees (collectively, the "Grantors"), in the amounts and under the terms and conditions provided in the Put Agreement. The Put Agreement granted CUS the right to sell up to 655,032 shares of Common Stock, and CVC the right to sell up to 397,387 shares of Common Stock, over nine quarters beginning on January 1, 2003, at a purchase price equal to the fair market value of the shares of Common Stock of the Issuer determined as of the last day of each quarter for which the put option has been exercised in accordance with the formula set forth in the Put Agreement... (continued in Footnote 6) (continued from Footnote 5) ...provided, that the put price cannot (a) exceed $1.00 per share, or (b) be less than $0.20 per share, provided, further, that the put price at which the first 218,344 shares of Common Stock sold by CUS and the first 132,462 shares sold by CVC and purchased by the Grantors during the last five quarters of the put term cannot be less than $0.30 per share. The put term is subject to extension for periods during which a "Standoff" (as defined in the Put Agreement) shall be in effect. In addition, the actual timing of the purchase of the shares of Common Stock put to the Grantors and the number of shares of Common Stock required to be purchased by the Grantors, during any particular quarter and put period, are limited by the terms of the Put Agreement. The Put Agreement has been filed with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 2 to Schedule 13D filed by CUS, CVC, C/S and CVP on January 3, 2003. As of May 6, 2004, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CUS has the right to sell up to 218,344 shares of Common Stock of the Issuer pursuant to the Put Agreement and CVC has the right to sell up to 132,461 shares of Common Stock of the Issuer pursuant to the Put Agreement. 1) TCG Ventures, L.L.C., a Delaware limited liability company ("TCG"), is the general partner of Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS"), and is the managing member of Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC"). Joint Filer Information: 2) Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the "Issuer"); TCG Ventures, L.L.C. is the general partner of CUS. CUS disclaims beneficial ownership of all securities of the Issuer beneficially owned by Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company, Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, Ltd., a Cayman Islands corporation. 3) Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the "Issuer"); TCG Ventures, L.L.C. is the managing member of CVC. CVC disclaims beneficial ownership of all securities of the Issuer beneficially owned by Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership, Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, Ltd., a Cayman Islands corporation. Robert Grady 2004-05-10 EX-99.4_41435 2 attachment.txt EX-99 DOCUMENT EXHIBIT 99 JOINT FILER INFORMATION Name: Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS") Relationship to Issuer: Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the "Issuer"); TCG Ventures, L.L.C. is the general partner of CUS. CUS disclaims beneficial ownership of all securities of the Issuer beneficially owned by Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company, Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, Ltd., a Cayman Islands corporation. Joint Filer's Address: c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 Washington, D.C. 20004-2505 Designated Filer: TCG Ventures, L.L.C. Issuer and Ticker Symbol: Sight Resource Corporation (VISN) Date of Report: May 10, 2004 Signature: /S/ ROBERT GRADY ---------------- By: Robert Grady ------------ JOINT FILER INFORMATION Name: Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC") Relationship to Issuer: Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the "Issuer"); TCG Ventures, L.L.C. is the managing member of CVC. CVC disclaims beneficial ownership of all securities of the Issuer beneficially owned by Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership, Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, Ltd., a Cayman Islands corporation. Joint Filer's Address: c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 Washington, D.C. 20004-2505 Designated Filer: TCG Ventures, L.L.C. Issuer and Ticker Symbol: Sight Resource Corporation (VISN) Date of Report: May 10, 2004 Signature: /S/ ROBERT GRADY ---------------- By: Robert Grady ------------ -----END PRIVACY-ENHANCED MESSAGE-----