-----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, FiEJRsCI0+zn8t/sX2+tTz63cOsC3dhjadtzc5L0/2V2oM1sycDY+S416desNmDr pgeSoDHgvMUbBbhfgGUNQQ== 0001209191-05-041074.txt : 20050805 0001209191-05-041074.hdr.sgml : 20050805 20050805153325 ACCESSION NUMBER: 0001209191-05-041074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050803 FILED AS OF DATE: 20050805 DATE AS OF CHANGE: 20050805 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG VENTURES LTD CENTRAL INDEX KEY: 0001263653 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21068 FILM NUMBER: 051002656 BUSINESS ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE STREET 2: SUITE 220 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023472662 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-08-03 1 0000895651 SIGHT RESOURCE CORP VISNQ 0001263653 TCG VENTURES LTD BANK JULIUS BAER, KIRK HOUSE ALBERT PANTON STREET GEORGETOWN, GRAND CAYMAN E9 E9 CAYMAN ISLANDS 0 0 1 0 Common Stock 2005-08-03 2005-08-03 4 S 0 1982529 0.25 D 1754982 I See Footnotes Put Option (Right to Sell) 2005-08-03 2005-08-03 4 X 0 1982529 0.30 D Common Stock 1982529 0 I See Footnotes On August 3, 2005, pursuant to the terms of the Put Agreement (as defined in footnote 6 below), CVP (as defined in footnote 3 below) sold 1,646,313 shares of Common Stock of the Issuer to the Grantors (as defined in footnote 6 below) and C/S (as defined in footnote 3 below) sold 336,216 shares of Common Stock of the Issuer to the Grantors. All such shares were sold for $0.25 per share. As of August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CVP owned 1,457,355 shares of Common Stock of the Issuer and C/S owned 297,627 shares of Common Stock of the Issuer. TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."), is the general partner of 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"). Each of CVP and C/S 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 August 3, 2005 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. CVP and C/S each disclaim beneficial ownership of the Issuer?s securities beneficially owned by each other. In addition, each of CVP and C/S disclaim beneficial ownership of all the Issuer?s securities beneficially owned by Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS"), and Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC"). TCG Ventures, L.L.C., a Delaware limited liability company ("TCG"), is the general partner of CUS, and the managing member of CVC. (continued in footnote #5)< /footnote> (continued from footnote #4) TCG is the sole shareholder of TCG Ltd. TCG Ltd. disclaims beneficial ownership of the Issuer?s securities directly beneficially owned by CUS and CVC and indirectly beneficially owned by TCG. 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. 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 Managing Director of entities affiliated with CVC, TCG and TCG Ltd. CVP and C/S 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 CVP and C/S 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 CVP the right to sell up to 4,938,935 shares of Common Stock, and C/S the right to sell up to 1,008,646 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,...(continue d in footnote #7) ...(continued from footnote #6) 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 1,646,311 shares of Common Stock sold by CVP, and the first 336,215 shares sold by C/S 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 August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, neither CVP nor C/S has the right to sell any shares of Common Stock of the Issuer pursuant to the Put Agreement. /s/ Robert Grady 2005-08-05 EX-99.4_96512 2 attachment.txt EX-99 DOCUMENT JOINT FILER INFORMATION Name: Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership (CVP) Relationship to Issuer: Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the Issuer); TCG Ventures, Ltd. is the general partner of CVP. CVP disclaims beneficial ownership of all securities of the Issuer directly beneficially owned by Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company, Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, L.L.C., a Delaware limited partnership. Joint Filers Address: c/o Bank Julius Baer Kirk House Albert Panton Street Georgetown, Grand Cayman, Cayman Islands, British West Indies Designated Filer: TCG Ventures, Ltd. Issuer and Ticker Symbol: Sight Resource Corporation (VISNQ) Date of Report: August 5, 2005 Signature: /S/ ROBERT GRADY By: Robert Grady JOINT FILER INFORMATION Name: C/S Venture Investors, L.P. (C/S) Relationship to Issuer: Less than 10% Direct Beneficial Owner of Sight Resource Corporation (the Issuer); TCG Ventures, Ltd. is the general partner of C/S. C/S 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 Coinvestment, L.L.C., a Delaware limited liability company, and Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership, and indirectly beneficially owned by TCG Ventures, L.L.C., a Delaware limited partnership. Joint Filers Address: c/o Bank Julius Baer Kirk House Albert Panton Street Georgetown, Grand Cayman, Cayman Islands, British West Indies Designated Filer: TCG Ventures, Ltd. Issuer and Ticker Symbol: Sight Resource Corporation (VISNQ) Date of Report: August 5, 2005 Signature: /S/ ROBERT GRADY By: Robert Grady -----END PRIVACY-ENHANCED MESSAGE-----