SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LASERSIGHT INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies: ______________________________
2) Aggregate number of securities to which transaction
applies: ______________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
4) Proposed maximum aggregate value of transaction: ______________________
5) Total fee paid: _______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
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LaserSight Incorporated
3300 University Blvd., Suite 140
Winter Park, Florida 32792
Dear Fellow Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of
Stockholders of LaserSight Incorporated to be held at the Hilton Garden Inn
Orlando Airport, Orlando, Florida, telephone (407) 240-3725, on Friday, October
25, 2002 at 10:00 a.m. local time. We are pleased to enclose the notice of our
2002 Annual Stockholders' meeting, together with the attached Proxy Statement, a
proxy card and an envelope for returning the proxy card. Also enclosed is
LaserSight's 2001 Annual Report to Stockholders.
Please carefully review the Proxy Statement and then complete, date and
sign your Proxy and return it promptly. If you attend the meeting and decide to
vote in person, you may withdraw your Proxy at the meeting.
If you have any questions or need assistance in voting your shares,
please call William Kern, Sr. Vice President, Corporate Development, at (407)
678-9900, ext. 163. Your time and attention are appreciated.
Sincerely,
/s/ Michael R. Farris
------------------------
Michael R. Farris
President and Chief Executive Officer
September 30, 2002
LASERSIGHT INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2002 Annual Meeting of Stockholders of LaserSight Incorporated, a
Delaware corporation, will be held on Friday, October 25, 2002 at 10:00 a.m.
local time, at the Hilton Garden Inn Orlando Airport, Orlando, Florida, for:
1. The holders of LaserSight's common stock, the Voting Holders, to elect
LaserSight's directors, all of such persons to serve until the next
annual meeting of stockholders and until their respective successors
are duly elected and qualified. We refer to this Proposal No. 1 as the
Election of Directors Proposal in this Proxy Statement;
2. The Voting Holders to consider and vote on a proposal to ratify the
appointment of KPMG LLP as auditors of LaserSight for the 2002 fiscal
year. We refer to this Proposal No. 2 as the Auditor Ratification
Proposal in this Proxy Statement; and
3. The Voting Holders to transact such other business that is properly
brought before the Annual Meeting.
These proposals are described in the attached Proxy Statement.
Only holders of LaserSight's common stock (together with the associated
preferred stock purchase rights) of record on the books of LaserSight at the
close of business on August 29, 2002, or the Record Date, will be entitled to
notice of and to vote at the Annual Meeting or any adjournments or postponements
thereof. A list of stockholders of record as of the Record Date will be
available at the Annual Meeting.
Your vote is important. All stockholders are invited to attend the
Annual Meeting in person. However, to assure your representation at the Annual
Meeting, please mark, date and sign your Proxy and return it promptly in the
enclosed envelope. Any stockholder attending the Annual Meeting may vote in
person even if the stockholder returned a Proxy.
By Order of the Board of Directors,
/s/ Gregory L. Wilson
-------------------------
Gregory L. Wilson
Secretary
Winter Park, Florida
September 30, 2002
Please return the enclosed proxy, which is being solicited on behalf of
the Board of Directors of LaserSight, in the enclosed envelope, which requires
no postage if mailed in the United States.
LASERSIGHT INCORPORATED
3300 University Blvd., Suite 140
Winter Park, Florida 32792
PROXY STATEMENT
Proxies in the accompanying form are being solicited by the Board of
Directors of LaserSight for use at the Annual Meeting of Stockholders on Friday,
October 25, 2002, or at any adjournment or postponement thereof. The Annual
Meeting will be held at the Hilton Garden Inn Orlando Airport, Orlando, Florida,
at 10:00 a.m. local time. This Proxy Statement is first being mailed to
stockholders on or about September 30, 2002.
Proxies are being solicited from the holders of LaserSight's common
stock with respect to each of the matters to be presented at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING
Record Date. The Board of Directors has fixed the close of business on
August 29, 2002 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting. On the Record Date,
LaserSight had outstanding 27,841,941 shares of common stock. The common stock
is sometimes referred to in this Proxy Statement as the "Voting Shares." A list
of stockholders of record entitled to vote at the Annual Meeting will be
available for inspection by any stockholder, for any purpose germane to the
meeting, during normal business hours, for a period of 10 days prior to the
Annual Meeting at the office of LaserSight located at 3300 University Blvd.,
Suite 140, Winter Park, Florida 32792. Such list will also be available at the
Annual Meeting.
Voting Rights. Each share of common stock outstanding as of the Record
Date is entitled to one vote upon each of the matters to be presented at the
Annual Meeting.
Voting at the Annual Meeting. The presence of holders of a majority of
the outstanding Voting Shares, whether in person or by proxy, will constitute a
quorum at the Annual Meeting. LaserSight's Certificate of Incorporation does not
provide for cumulative voting. A plurality of the votes of the Voting Shares
present, either in person or by proxy, and entitled to vote on the election of
directors at the Annual Meeting is required to elect the directors to be elected
by the Voting Holders. The affirmative vote of the holders of a majority of the
Voting Shares present, either in person or by proxy, and entitled to vote at the
Annual Meeting is required to approve the Auditor Ratification Proposal.
Abstentions will be considered present for purposes of determining
whether a quorum exists. Shares represented at the Annual Meeting which are held
by a broker or nominee and as to which (1) instructions have not been received
from the beneficial owner or the person entitled to vote and (2) the broker or
nominee does not have discretionary voting power with respect to one or more
matters are considered not entitled to vote on such matters. We use the term
"broker non-votes" to refer collectively to these shares in this Proxy
Statement. Generally, shares represented by a proxy card containing broker
non-votes with respect to all matters voted upon will not count towards a
quorum, however, because brokers will have discretionary voting power with
respect to at least one matter to come before this meeting, shares represented
by a proxy card containing a broker non-vote will count toward the quorum.
Additionally, shares represented by a proxy card containing a broker non-vote
and also containing an indication of how to vote with respect to any item, will
count towards a quorum. In accordance with Delaware law and LaserSight's
Certificate of Incorporation and Bylaws (1) because the election of directors
requires a plurality of the votes present, abstentions, the withholding of
voting authority and broker non-votes will have no affect on the outcome of the
election of directors, and (2) for the adoption of all other proposals, which
require a majority of the Voting Shares present in person or by proxy and
entitled to vote, broker non-votes will not be considered present and will not
affect the outcome of the vote with respect to those matters, but abstentions
will have the effect of a vote against such proposals.
Proxies; Revocation. Whether or not you plan to attend the Annual
Meeting, please sign, date and mail your proxy card in the enclosed postage
prepaid envelope. The persons named in the proxy card, the proxy holders, will
vote your shares according to your instructions. In the absence of contrary
instructions, shares represented by any proxy card will be voted for the
election of the applicable nominees listed in Proposal No. 1 and for all of the
other proposals recommended by the board of directors in this Proxy Statement.
The proxy card gives authority to the proxy holders to vote your shares in their
discretion on any other matter presented at the Annual Meeting.
Any stockholder who executes and returns a proxy card may revoke it at
any time before it is exercised by (1) filing with the Secretary of LaserSight
written notice of such revocation or a duly executed proxy card bearing a later
date, or (2) by attending the Annual Meeting and voting in person. Attendance at
the Annual Meeting will not in and of itself constitute revocation of a proxy.
Solicitation. The cost of soliciting proxies will be borne by
LaserSight. In addition, LaserSight may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also be
solicited by certain of LaserSight's directors, officers and employees, without
additional compensation, personally or by telephone, telegraph or facsimile.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
As more fully discussed below, at the Annual Meeting the Voting Holders
shall, depending on whether LaserSight issues its Series H Preferred Stock, be
voting to elect either four or five directors.
Voting Holders to Elect Four Directors
As previously disclosed, LaserSight has executed definitive agreements
with Shenzhen New Industries Medical Development Co., Shenzhen, People's
Republic of China and a Hong Kong-based affiliate. As part of the transaction
the Hong Kong affiliate will be making a $2 million equity investment in
LaserSight in the form of Series H Preferred Stock that, subject to certain
restrictions, can be converted into shares of common stock resulting in the Hong
Kong affiliate holding approximately 40% of LaserSight's common stock. The
issuance of the Series H Preferred Stock and the funding of the equity
investment is expected to occur by the end of September 2002. The definitive
agreements provide that once the funding of the equity investment and the
issuance of the Series H Preferred Stock have occurred, the holders of the
Series H Preferred Stock shall, voting separately as a single class by unanimous
written consent, elect three members to LaserSight's Board of Directors, and
once elected, each such member shall serve as a director until his respective
successor is elected and qualified.
The number of directors currently serving on the Board of Directors is
five. Simultaneously with the issuance of the Series H Preferred Stock, the then
current members of the Board of Directors will take all necessary corporate
action to establish the number of directors to constitute the Board of Directors
at seven members. Terry A. Fuller, Ph.D. has acknowledged his intention to
resign as a member of the Board of Directors in connection with the issuance of
the Series H Preferred Stock, and if as of the date of the Annual Meeting the
Series H Preferred Stock has been issued, Dr. Fuller has agreed not to stand for
election and will not be considered a nominee for purposes of the Election of
Directors Proposal. At the Annual Meeting the Voting Holders will then vote to
elect four members of LaserSight's Board of Directors. The holders of the Series
H Preferred Stock will not be eligible to vote for the election of the four
nominees standing for election by the Voting Holders.
Voting Holders to Elect Five Directors
If prior to the date of the Annual Meeting the Series H Preferred Stock
has not been issued, the number of directors to constitute the Board of
Directors shall remain at five, and all of the nominees identified below,
including Dr. Fuller, will stand for election.
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The nominees for the Board of Directors are set forth below. The terms
of all incumbent directors expire at the Annual Meeting or at such later time as
their successors have been duly elected and qualified. Nominees elected at the
Annual Meeting will serve until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. Each of the
nominees are currently directors of LaserSight and are standing for reelection.
The nominees have agreed to serve if elected. However, if any nominee
becomes unable or unwilling to serve if elected, the shares represented by proxy
cards will, absent contrary instruction, be voted for the election of the
person, if any, recommended by the Board of Directors or, in the alternative,
for holding a vacancy to be filled by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable or unwilling
to serve.
Listed below are the names and ages of the nominees, the year each
individual began continuous service as director of LaserSight, and the business
experience of each, including principal occupations, at present and for at least
the past five years.
Nominees for Election by the Voting Holders at the Annual Meeting:
Michael R. Farris (43).......................................Director since 1995
Mr. Farris has served as President and Chief Executive Officer of
LaserSight since November 1995. He had previously been President and Chief
Executive Officer of The Farris Group (a consulting firm that LaserSight
acquired from Mr. Farris in February 1994) and predecessor consulting and search
firms for more than 10 years.
Francis E. O'Donnell, Jr., M.D. (52).........................Director since 1992
Dr. O'Donnell has served as the Chairman of the Board of LaserSight
since April 1993. Dr. O'Donnell also was Chief Executive Officer of LaserSight
from April 1993 to July 1993. He founded O'Donnell Eye Institute, St. Louis,
Missouri, which has performed laser vision correction procedures since 1989. Dr.
O'Donnell is a former Professor and Chairman, Department of Ophthalmology at the
St. Louis University School of Medicine. In his role as managing partner of the
Hopkins Capital Group, L.L.C., a biotech business development company, Dr.
O'Donnell is actively involved with RetinaPharma, Inc. BioDelivery Sciences
International, Inc. and BioKeys, Inc., biopharmaceutical companies, Accentia
Specialty Pharmacy Services, Inc. and Sublase, L.L.C. All are privately held
except BioKeys, Inc.
Terry A. Fuller, Ph.D. (54)..................................Director since 1997
Dr. Fuller has been President and Chief Executive Officer of Fuller
Research Corporation, a privately-held producer of high-technology surgical
devices and services, since March 1984. Since July 1998, he has also been the
President and Chief Executive Officer of RetinaPharma Technologies, Inc., an
ophthalmic drug and medical device development company, and a predecessor
company, PhotoVision Pharmaceuticals, Inc. From December 1997 through August
1999, he was President and Chief Executive Officer of Laser Skin Toner, Inc.
From 1990 to November 1996, he was Chief Operating Officer and Executive
Vice-President of Surgical Laser Technologies, Inc., a producer of laser systems
for surgical use.
David T. Pieroni (57)........................................Director since 1996
Mr. Pieroni has been President of Independent Management Advisors,
Inc., a management consulting company, or its predecessor, Pieroni Management
Counselors, Inc., since September 1996 and during a portion of 1995. He was
President of LaserSight's The Farris Group subsidiary from November 1995 to
September 1996. From 1991 to 1995, he was President of Spencer & Spencer
Systems, Inc., an information systems consulting company. From 1977 to 1990, he
was a partner in the health care and management consulting practice of a
predecessor of Ernst & Young LLP.
3
Guy W. Numann (70) ..........................................Director since 2000
Mr. Numann is retired from Harris Corporation where he served as
president of the company's Communication Sector from 1989 until his retirement
in 1997. From 1984 to 1989 Mr. Numann served as senior vice president and group
executive for the Communication Sector. Mr. Numann currently serves as a member
of Rensselaer Polytechnic Institute's School of Engineering Advisory Board.
The Board of Directors recommends that stockholders vote "FOR"
the forgoing nominees
Other Executive Officers
The following executive officers of LaserSight are not directors:
Jack T. Holladay, M.D. (55)
Dr. Holladay has served as Medical Director of LaserSight since October
1999. Dr. Holladay has been a practicing ophthalmologist since 1978. Since 1978
Dr. Holladay has also served as a professor at the University of Texas Medical
School, and has been a visiting professor at several major ophthalmology
programs around the world. Dr. Holladay is an active member of the American
Academy of Ophthalmology, has served as chairman of its committee on low vision
and of its committee on optics, refraction and contact lenses, and is also a
member of its committee for ophthalmic technology development. He has also has
lectured extensively, authored numerous scientific articles and book chapters,
and has invented instruments and methods related to vision testing.
Gregory L. Wilson (45)
Mr. Wilson has served as Chief Financial Officer of LaserSight since
July 1994. Mr. Wilson has also served as Chief Financial Officer of our TFG
subsidiary since 1993. From 1986 to 1993, he was a management consultant with
Deloitte & Touche LLP, an international accounting and consulting firm.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 2001, the Board of Directors met in person or by telephone
conference call 11 times. No member of the Board attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and of the
meetings of committees on which such director serves.
The Board of Directors has an Executive Committee, an Audit and Finance
Committee, an Executive Compensation and Stock Option Committee and a Nominating
Committee. Each such committee consists of one or more directors appointed by
the Board of Directors.
The Executive Committee is responsible for facilitating certain
executive actions, thereby eliminating the need for full Board approval for such
actions. Specific duties, responsibilities and authority are established by the
full Board of Directors from time to time. In 2001, the Executive Committee did
not meet. The Executive Committee consisted of Messrs. O'Donnell and Farris.
The Nominating Committee is responsible for reviewing the
qualifications of, and recommending to the Board of Directors, candidates for
election to the Board of Directors. LaserSight's Bylaws establish an advance
notice procedure with respect to stockholder nominations of candidates for
election as directors. See "Stockholder Proposals--Stockholder Proposals, In
General." The Nominating Committee consisted of Messrs. Fuller and Pieroni. In
2001, the Nominating Committee did not meet, but did take action by written
consent to nominate a slate of directors to stand for election at the 2001
Annual Meeting of Stockholders of LaserSight.
The Executive Compensation and Stock Option Committee, or Compensation
Committee, is responsible for reviewing LaserSight's general compensation
4
strategy; establishing salaries and reviewing benefit programs for certain
executive officers; reviewing, approving, recommending and administering
LaserSight's stock option plans and certain other compensation plans; and
approving certain employment contracts. During 2001, the Compensation Committee
did not meet; the Compensation Committee's duties were handled by the board as a
whole.
The Audit and Finance Committee, or Audit Committee, is responsible for
recommending the appointment of independent accountants; reviewing the
arrangements for and scope of the audit by independent accountants; reviewing
the independence of the independent accountants; considering the adequacy of the
system of internal accounting controls and reviewing any proposed corrective
actions; discussing with management and the independent accountants LaserSight's
draft annual financial statements and key accounting and/or reporting matters;
and reviewing the terms of potential acquisitions. In 2001, the Audit and
Finance Committee met four times. The Audit and Finance Committee consisted of
Messrs. Pieroni, Fuller and Numann.
LaserSight adopted a formal written Audit Committee charter on June 9,
2000 and we believe that we are in compliance with the new Nasdaq audit
committee structure and membership requirements.
COMPENSATION OF DIRECTORS
Each non-employee director receives a fee of $500 for each board or
committee meeting attended. In addition, during 2001, each non-employee director
was granted an option under LaserSight's Non-Employee Directors Stock Option
Plan to purchase 15,000 shares of common stock and each committee chairman and
the Chairman of Board was granted an additional option to purchase 5,000 shares.
The exercise price of each such option on July 12, 2001, was $2.06 per share
(100% of the market price of common stock on the date of grant). Directors who
are also full-time employees of LaserSight received no additional cash
compensation for services as directors.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding ownership
of LaserSight common stock, as of August 31, 2002, by:
o each person known to LaserSight to own beneficially more than 5% of
LaserSight outstanding common stock;
o each of LaserSight's directors;
o each of LaserSight's executive officers named in the summary
compensation table; and
o all of LaserSight's directors and executive officers as a group.
The beneficial ownership of LaserSight's common stock set forth in this
table is determined in accordance with the rules of the Securities and Exchange
Commission. Unless otherwise indicated in the footnotes below, the persons and
entities named in the table have sole voting and investment power as to all
shares beneficially owned, subject to community property laws where applicable.
5
Common Stock
Name and Address of Beneficial Owner Ownership (1)
------------------------------------ -------------
Directors, Nominees and Executive Officers:
Michael R. Farris 1,156,883 (2)(3)
4.1%
Francis E. O'Donnell, Jr., M.D. 339,745 (2)(4)
1.2%
Jack T. Holladay, M.D. 311,584 (2)
1.1%
Gregory L. Wilson 223,667 (2)
*
Guy W. Numann 102,500 (2)
*
David T. Pieroni 92,500 (2)
*
Terry A. Fuller, Ph.D. 78,750 (2)
*
All directors, nominees and executive officers 2,305,629 (2)
as a group (7 persons) 7.8%
Other 5% Stockholders:
TLC Laser Eye Centers Inc. 3,830,673 (5)
5280 Solar Drive 13.7%
Suite 300
Mississauga, Ontario
Canada L4W 5M8
--------------------------
* Less than 1%.
(1) Each number of shares of common stock shown as owned in this column
assumes the exercise of all currently-exercisable options and warrants
and all options and warrants that will become exercisable within 60
days of August 31, 2002. Each percentage shown in this column assumes
the exercise of all such options and warrants by the applicable person
or group, but assumes that no options, warrants held by any other
persons are exercised or converted.
(2) Includes options (and 67,500 warrants in the case of Mr. Numann) to
acquire shares of common stock which are now exercisable or will
become exercisable within 60 days of August 31, 2002, as follows: Dr.
O'Donnell (110,000); Mr. Farris (740,883); Mr. Pieroni (90,000); Dr.
Fuller (78,750); Mr. Numann (102,500); Dr. Holladay (309,584) and Mr.
Wilson (208,667); and all directors and executive officers as a group
(1,640,384).
(3) Mr. Farris has pledged, among other things, 412,200 shares of common
stock to SunTrust Bank as collateral for a personal loan. Mr. Farris
and SunTrust Bank are in discussions regarding the adequacy of the
collateral and the repayment or restructuring of the loan. Mr. Farris
expects that these discussions will be resolved favorably and that he
will be able to retain ownership of such shares.
(4) Includes 181,245 shares held by the Irrevocable Trust No. 7 for the
benefit of the Francis E. O'Donnell, Jr., M.D. Trust or shares held by
the Francis E. O'Donnell, Jr. Descendants Trust. Ms. Kathleen M.
O'Donnell, the sister of Dr. O'Donnell, is trustee of both Trusts. Dr.
O'Donnell disclaims beneficial ownership of such shares.
(5) Represents (a) the number of actual shares of common stock presently
owned by such persons (based on information supplied to LaserSight as
of September 5, 2002) and (b) such additional shares of common stock
that would have been issuable if TLC had exercised all of its 50,000
warrants at a price of $5.125.
6
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires LaserSight's officers and directors, and persons who own more
than 10% of the outstanding common stock, to file reports of ownership and
changes in ownership of such securities with the SEC. Officers, directors and
over-10% beneficial owners are required to furnish LaserSight with copies of all
Section 16(a) forms they file. Based solely upon a review of the copies of the
forms furnished to LaserSight, and/or written representations from certain
reporting persons that no other reports were required, LaserSight believes that
all Section 16(a) filing requirements applicable to its officers, directors and
over-10% beneficial owners during or with respect to the year ended December 31,
2001 were met except as follows: the Form 5 for Stephen L. Dalton, LaserSight's
former Senior Vice President and Chief Scientific Officer, was filed more than
45 days after December 31, 2001 (reporting only stock options received during
the year).
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning the
compensation paid or earned for services rendered to LaserSight in all
capacities during 1999, 2000 and 2001 for LaserSight's Chief Executive Officer
and each of LaserSight's other executive officers serving at December 31, 2001
whose total annual salary and bonus for 2001 exceeded $100,000. No restricted
stock or stock appreciation rights were granted and no payouts under any
long-term incentive plan were made to any of the named executive officers in
1999, 2000 or 2001. We use the term "named executive officers" to refer
collectively to these individuals later in this Proxy Statement.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Other
Annual Securities
Compen- Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) sation Options/SARs (#) Compensation
--------------------------- ---- ---------- --------- ------ ---------------- ------------
Michael R. Farris 2001 $278,553 -- -- 200,000 --
President and CEO 2000 275,625 -- -- 207,549 --
1999 262,601 $100,406 -- 190,000 --
Jack T. Holladay, M.D. (1) 2001 200,000 -- -- 25,000 --
Medical Director 2000 200,000 -- -- 75,000 --
1999 35,641 -- -- 235,000 --
Gregory L. Wilson 2001 185,185 -- -- 130,000 --
Chief Financial Officer 2000 185,000 -- -- 50,000 --
1999 164,808 -- -- 100,000 --
D. Michael Litscher (2) 2001 178,001 -- -- 85,000 49,085 (4)
Chief Operating Officer 2000 156,859 -- -- 200,000 30,750 (4)
Christine A. Oliver (3) 2001 174,813 -- -- 65,000 --
Senior Vice President, 2000 29,842 -- -- 100,000 --
Sales & Marketing
(1) Dr. Holladay joined LaserSight in October 1999 as the Medical
Director.
(2) Mr. Litscher joined LaserSight in February 2000 as the Vice President
of Operations and was named Chief Operating Officer in April 2000. He
resigned his position in January 2002. See "Executive Compensation --
Employment Agreements" for a discussion of LaserSight's continuing
obligation to pay Mr. Litscher his base salary.
7
(3) Ms. Oliver joined LaserSight in October 2000 as the Senior Vice
President of Sales and Marketing. She resigned her position in January
2002. See "Executive Compensation -- Employment Agreements" for a
discussion of LaserSight's continuing obligation to pay Ms. Oliver her
base salary.
(4) Consists of relocation and housing allowance paid.
The following table sets forth certain information concerning stock
options granted to the named executive officers during 2001. No SARs were
granted during 2001.
Option/SAR Grants In Last Fiscal Year
Individual Grants
-----------------
Number of % of Total
Securities Options/ Potential Realizable
Underlying SARs Value at Assumed
Options/ Granted to Exercise or Annual Rates of Stock
SARs Employees in Base Price Expiration Price Appreciation for
Name Granted (#) Fiscal Year ($/Share) Date Option Term
---- ----------- ----------- --------- ---- -----------
5% ($) 10% ($)
------ -------
Michael R. Farris 200,000 10.3% $ 2.06 7/12/2006 $186,856 $445,467
Jack T. Holladay, M.D. 25,000 1.3% 2.06 7/12/2006 14,229 31,441
Gregory L. Wilson 50,000 2.6% 1.344 2/22/2006 18,566 41,026
50,000 2.6% 2.06 7/12/2006 28,457 62,883
30,000 1.5% 1.25 8/15/2006 10,361 22,894
D. Michael Litscher 5,000 0.3% 1.344 2/22/2006 1,857 4,103
50,000 2.6% 2.06 7/12/2006 28,457 62,883
30,000 1.5% 1.25 8/15/2006 10,361 22,894
Christine A. Oliver 5,000 0.3% 1.344 2/22/2006 1,857 4,103
30,000 1.5% 2.06 7/12/2006 17,074 37,730
30,000 1.5% 1.25 8/15/2006 10,361 22,894
The following table sets forth certain information relating to options
held by the named executive officers at December 31, 2001:
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/
Year-End (#)(1) SARs at Year-End ($)(1)(2)
--------------- --------------------------
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
---- ------------ --------------- ------------- -------------
Michael R. Farris -- -- 395,834/451,715 $0/0
Jack T. Holladay, M.D. -- -- 133,750/201,250 0/0
Gregory L. Wilson -- -- 94,667/210,333 0/0
D. Michael Litscher -- -- 69,668/215,332 0/0
Christine A. Oliver -- -- 36,334/128,666 0/0
8
(1) No SARs have been issued by LaserSight.
(2) Based on the $0.62 closing price of the common stock on The Nasdaq
Stock Market on December 31, 2001 when such price exceeds the exercise
price for an option.
Employment Agreements
In October 1998, LaserSight entered into a revised employment agreement
with Mr. Farris, which LaserSight and Mr. Farris further amended in April 1999
(as amended, the "Farris Employment Agreement"). The Farris Employment Agreement
provides for a three-year term, an annual base salary beginning at $250,000,
increased by 5% each year, a total of 210,000 stock options granted in 1998 and
190,000 stock options granted in 1999. The Farris Employment Agreement also
provides an opportunity for an annual cash performance bonus of up to 25% of
base salary based upon specific objectives established by the Executive
Compensation and Stock Option Committee, and an opportunity for an additional
annual cash bonus in an aggregate amount of 20% of base salary if all or a
portion of certain events or goals identified from time to time by the Executive
Compensation and Stock Option Committee occur or are achieved. If the employment
of Mr. Farris is terminated by LaserSight without "cause" or by him with "good
reason" (as such terms are defined in the Farris Employment Agreement), Mr.
Farris would be entitled to all salary and other benefits under the Farris
Employment Agreement through the later of (1) the remaining term of the
Agreement or (2) one year after the date of his termination. The Farris
Employment Agreement includes non-compete and confidentiality covenants. As of
January 1, 2002, the term of the Farris Employment Agreement was extended for an
additional three-year term. The Compensation Committee reviews Mr. Farris'
employment arrangements from time to time and may grant Mr. Farris additional
stock options or otherwise modify his employment arrangements in the future
based on those reviews.
In October 1999, LaserSight entered into an employment agreement with
Dr. Holladay (the "Holladay Employment Agreement"). The Holladay Employment
Agreement provides for a three-year term with automatic renewals of one-year
each unless either party provides the other with at least 60 days notice prior
to the end of the then current term that such party intends not to renew the
agreement, an annual base salary of $200,000 and a grant of 200,000 stock
options. The Holladay Employment Agreement includes non-compete and
confidentiality covenants. The Compensation Committee reviews Dr. Holladay's
employment arrangements from time to time and may grant Dr. Holladay additional
stock options or otherwise modify his employment arrangements in the future
based on those reviews.
In February 2000, LaserSight entered into an employment agreement with
Mr. Litscher (the "Litscher Employment Agreement"). The Litscher Employment
Agreement provided for a three-year term with automatic renewals of one-year
each unless either party provided the other with at least 60 days notice prior
to the end of the then current term that such party intended not to renew the
agreement, an annual base salary of $140,000 and a grant of 100,000 stock
options. The Litscher Employment Agreement included non-compete and
confidentiality covenants. Mr. Litscher was named Chief Operating Officer and
his annual base salary was subsequently adjusted to $190,000 effective on April
1, 2000. In January 2002, LaserSight entered into a resignation and release
agreement with Mr. Litscher (the "Litscher Resignation Agreement"). Pursuant to
the terms of the Litscher Resignation Agreement, Mr. Litscher and LaserSight
mutually agreed that Mr. Litscher's employment with LaserSight would terminate
on January 31, 2002. During the period commencing on February 1, 2002 and
continuing until July 31, 2003, Mr. Litscher will continue to receive his base
salary at an annual rate of $171,000.
In March 2000, LaserSight entered into an employment agreement with Mr.
Dalton (the "Dalton Employment Agreement"). The Dalton Employment Agreement
provides for a three-year term with automatic renewals of one-year each unless
either party provides the other with at least 60 days notice prior to the end of
the then current term that such party intends not to renew the agreement, an
annual base salary of $200,000 and a grant of 100,000 stock options. The Dalton
Employment Agreement includes non-compete and confidentiality covenants. The
Compensation Committee reviews Mr. Dalton's employment arrangements from time to
time and may grant Mr. Dalton additional stock options or otherwise modify his
employment arrangements in the future based on those reviews. In August 2001,
9
Mr. Dalton was no longer an executive officer and an amended agreement was
entered into which reduced Mr. Dalton's salary and duties.
In October 2000, LaserSight entered into an employment agreement with
Ms. Oliver (the "Oliver Employment Agreement"). The Oliver Employment Agreement
provided for a three-year term with automatic renewals of one-year each unless
either party provided the other with at least 60 days notice prior to the end of
the then current term that such party intends not to renew the agreement, an
annual base salary of $165,000 and a grant of 100,000 stock options. The Oliver
Employment Agreement included non-compete and confidentiality covenants. In
January 2002, LaserSight entered into a resignation and release agreement with
Ms. Oliver (the "Oliver Resignation Agreement"). Pursuant to the terms of the
Oliver Resignation Agreement, Ms. Oliver and LaserSight agreed that Ms. Oliver's
employment with LaserSight would terminate on January 31, 2002. During the
period commencing on February 1, 2002 and continuing until January 31, 2003, Ms.
Oliver will continue to receive her base salary at an annual rate of $148,500.
Relocation Agreement
In October 1999, LaserSight entered into a relocation agreement with
Mr. Wilson (the "Wilson Relocation Agreement"). The Wilson Relocation Agreement
provides for a severance payment of one year's compensation if his employment is
terminated without cause, as defined in the Wilson Relocation Agreement,
subsequent to his relocation to Orlando, Florida.
Compensation Committee Interlocks and Insider Participation
During 2001, the role of the Compensation Committee was performed by
the board of directors as a whole. As a result, Mr. Farris, who was an officer
of LaserSight during 2001, and Mr. Pieroni, who from November 1995 to September
1996 served as President of LaserSight's TFG subsidiary, participated in certain
deliberations regarding the compensation of LaserSight's executive officers. Mr.
Farris did not participate in the board of director's deliberations regarding
his compensation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, composed of
independent outside directors, is responsible for setting the policies that
govern LaserSight's compensation programs, administering LaserSight's equity
compensation plans, and establishing the cash compensation of executive
officers. Beginning March 2000, the Compensation Committee's duties were
performed by the Board of Directors as a whole. The Compensation Committee's
objectives are to establish compensation programs designed to attract, motivate,
retain, and reward executives who can lead LaserSight in achieving its long-term
business goals in a highly competitive and rapidly changing industry, whose
services LaserSight needs to maximize its return to stockholders, and to ensure
that management compensation is reasonable in light of LaserSight's objectives,
compensation for similar personnel in other companies, and other relevant
criteria. The compensation mix for executive officers consists of base salaries,
a cash bonus system, and stock option awards. As a result, much of an executive
officer's compensation is based upon the financial performance of LaserSight.
The Compensation Committee periodically establishes each executive
officer's base salary based on the committee's evaluation of the officer's
performance and contribution in the previous year and on competitive pay
practices.
Mr. Farris' employment agreement was revised in October 1998 after
several months of discussion and planning. See "Executive
Compensation--Employment Agreements". The Farris Employment Agreement provides
for an annual 5% increase in the base salary of Mr. Farris and provides for
bonus opportunities to be based on specific goals to be defined, including
budgeted operations. However, in August 2001 Mr. Farris voluntarily agreed to a
10% reduction in his base salary in connection with cost-savings measures
implemented by LaserSight's management. Mr. Farris did not receive any bonus
10
compensation during 2001.
The Compensation Committee and the Board of Directors believe that
management's ownership of a significant equity interest in LaserSight is a major
incentive in building stockholder wealth and aligning the long-term interests of
management and stockholders. Stock options, therefore, are granted by the
Compensation Committee at option prices not less than the fair market value of
common stock on the grant date. Thus stock options have no value unless the
share price increases over the fair market value on the date of grant. Option
awards contribute to the retention of key executives since executives realize
the benefits of options only as they vest based on tenure after the grant. The
Compensation Committee determines which employees receive stock option grants by
evaluating the responsibilities and relative positions of key employees in
comparison to like or similar positions at competitor companies.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of $1
million paid to a corporation's Chief Executive Officer or four other
most-highly compensated executive officers named in the proxy statement. The
Compensation Committee has reviewed the possible effect on LaserSight of Section
162(m), and it does not believe that such section will be applicable to
LaserSight in the foreseeable future, but will review compensation practices as
circumstances warrant. In that connection, the Equity Incentive Plan made it
possible for LaserSight to satisfy the conditions for an exemption from Section
162(m)'s deduction limit. However, other characteristics of a grant affect
whether or not compensation received from a stock option is counted in
determining whether an executive officer has received compensation in excess of
$1 million.
THE COMPENSATION COMMITTEE
Francis E. O'Donnell, Jr., M.D.
Terry A. Fuller, Ph.D.
David T. Pieroni
Guy W. Numann
Michael R. Farris
REPORT OF AUDIT COMMITTEE
LaserSight's Audit Committee serves, on behalf of the board of
directors, as an independent and objective party, responsible for:
o recommending the appointment of independent accountants;
o reviewing the arrangements for and scope of the audit by independent
accountants;
o reviewing the independence of the independent accountants;
o considering the adequacy of the system of internal accounting controls
and reviewing any proposed corrective actions;
o discussing with management and the independent accountants
LaserSight's draft annual financial statements and key accounting
and/or reporting matters; and
o reviewing the terms of potential acquisitions.
LaserSight adopted a formal written audit committee charter on June 9,
2000. The Audit Committee intends to review and if necessary make amendments to
its audit committee charter to comply with applicable legislative and regulatory
requirements that have been or will be enacted. The Audit and Finance Committee
consisted of Messrs. Pieroni, Fuller and Mr. Numann. In 2001, the Audit
Committee met four times.
11
The board of directors reasonably believes that each of the members of
the Audit Committee are financially literate, and one or more of the members of
the Audit Committee has accounting or related financial management expertise.
Nevertheless, members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not experts in the fields of
auditing or accounting, including with respect to auditor independence.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls, and for the
preparation of LaserSight's financial statements in conformity with generally
accepted accounting principles. Likewise, LaserSight's independent auditors are
responsible for auditing LaserSight's financial statements and expressing an
opinion as to their conformity with generally accepted accounting principles.
Accordingly, while the Audit Committee relies on LaserSight's independent
auditors and management and reviews their work, the Audit Committee's oversight
does not provide an independent basis to determine that:
o management has maintained appropriate accounting and financial
reporting principles or appropriate internal control procedures
designed to assure compliance with accounting standards and applicable
laws and regulations; or
o the audit of LaserSight's financial statements has been carried out in
accordance with generally accepted auditing standards or applicable
laws and regulations.
In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report on Form 10-K with
management. The committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the committee under generally accepted auditing standards, including
Statement on Auditing Standards No. 61. In addition, the committee has discussed
with the independent auditors the auditors' independence from management and
LaserSight including the matters in the written disclosures and the letter from
the independent auditors required by the Independence Standards Board, Standard
No. 1. When considering LaserSight's independent auditor's independence, the
Audit Committee considered management's confirmations with respect to certain
services performed for LaserSight by the independent auditors, including
non-auditing services. The Audit Committee also considered the amount of fees
paid to the independent auditors for audit and non-audit services.
The committee discussed with Lasersight's independent auditors the
overall scope and plans for their audit. The committee met with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the LaserSight's internal controls, and the
overall quality of the LaserSight's financial reporting.
In reliance on the reviews and meetings, discussions and reports
referred to above, and subject to the limitations on the Audit Committee's role
and responsibilities referred to above and in the Audit Committee's charter, the
committee recommended to the board of directors (and the board has approved)
that the audited financial statements be included in LaserSight's Annual Report
on Form 10-K for the year ended December 31, 2001 for filing with the Securities
and Exchange Commission. The committee and the board have also recommended,
subject to shareholder approval, the selection of the Company's independent
auditors.
THE AUDIT COMMITTEE
David T. Pieroni, Chairman
Terry A. Fuller, Ph.D.
Guy W. Numann
12
Principal Accounting Firm Fees
The following table sets forth the aggregate fees billed to LaserSight
for the year ended December 31, 2001 by LaserSight's principal accounting firm,
KPMG LLP:
Audit and 10-Q Fees $ 208,472
Financial Information Systems Design
and Implementation Fees None
All Other Fees $ 44,550 (a) (b)
---------
$ 253,022
(a) Consists primarily of an audit of the employee benefit plan and tax
compliance services.
(b) The audit committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.
Performance Information
The following graph compares the performance of LaserSight's cumulative
stockholder return at December 31 of each year between 1996 and 2001 with
stockholder returns on (1) the Nasdaq National Market Composite Index and (2)
the Nasdaq Medical Devices, Instruments and Supplies, Manufacturers and
Distributors Index. The graph assumes that the value of the investment in the
common stock and each index was $100 at December 31, 1996 and that all
dividends, if any, were reinvested.
EDGAR REPRESENTATION OF DATA POINTS IN PRINTED GRAPHIC.
Base Point Return Return Return Return Return
Company/Index Name 1996 1997 1998 1999 2000 2001
------------------ ---- ---- ---- ---- ---- ----
LaserSight Incorporated 100 42 75 154 19 10
Nasdaq Medical Devices, Instruments
and Supplies, Manufacturers and
Distributors 100 114 127 154 159 174
Nasdaq National Market 100 122 173 321 193 153
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LaserSight Centers. In March 1997, LaserSight amended its
previously-reported royalty agreement (as so amended, the "Amended Royalty
Agreement") with Laser Partners, a Florida general partnership, that it had
entered into shortly before the LaserSight Centers acquisition. The Amended
Royalty Agreement reduces the maximum per eye royalty to be paid by LaserSight
from $86 to $43. LaserSight's obligations under the Amended Royalty Agreement
are perpetual. LaserSight understands that one of the O'Donnell Trusts is a
partner of Laser Partners with a 36% partnership interest.
The Amended Royalty Agreement provides that LaserSight is not required
to pay a royalty in connection with any of the following: (1) procedures which
do not involve both an excimer laser and PRK, (2) laser procedures performed by
a third party in connection with any license granted by LaserSight, and (3)
laser procedures performed pursuant to a contract with a managed care company or
an employer, pursuant to which LaserSight agrees to arrange for the delivery of
eye care services other than PRK or for eye care services which include PRK
without any identifiable fee attributable thereto. The management of LaserSight
believes that these exclusions reduce the scope of LaserSight's obligation to
make royalty payments. It may be in the interest of Dr. O'Donnell for LaserSight
to pursue business strategies that maximize such royalty payments, however, in
late 2000, management abandoned the LaserSight Centers mobile laser strategy due
to industry conditions and our increased focus on development and
commercialization of our refractive products.
Consulting Arrangement. In May 1997, LaserSight's LaserSight
Technologies subsidiary entered into an agreement, effective as of January 1,
1997, with Dr. Byron A. Santos, an ophthalmologist employed by the O'Donnell Eye
Institute, a corporation of which Dr. O'Donnell, the Chairman of the Board of
LaserSight, is the Medical Director and owner. The amount that became payable to
Dr. Santos under this agreement during 2001 was $96,000. Under the agreement,
Dr. Santos was required to be available to provide a minimum of 40 hours of
services each month. Such services have related to the development of the
LaserScan 2000 excimer laser system, the development of clinical protocols, and
training and other consulting services. The agreement terminated on December 31,
2001.
Sale of Laser System. As previously reported, in 2000, LaserSight sold
one of its laser systems to a company affiliated with Dr. O'Donnell at a price
of $240,000. Of this amount, approximately $135,000 is included in accounts
receivable at August 31, 2002.
Indebtedness of Management. In accordance with an arrangement that has
been in place since Mr. Farris first became employed by LaserSight, Mr. Farris
utilizes a company credit card for both business and non-business expenses and
then reimburses LaserSight for the non-business expenses. Since the beginning of
LaserSight's last fiscal year the aggregate amount of these non-business
expenses has not exceeded $67,000, which is approximately the total amount of
these expenses as of August 31, 2002. Mr. Farris is not charged interest in
connection with these expenses. Mr. Farris no longer uses a company credit card
for non-business expenses and will repay the outstanding balance.
Indemnification Obligation. As previously disclosed, LaserSight's Board
of Directors authorized LaserSight to indemnify and, to the fullest extent
permitted by the Delaware General Corporation Law, pay the fees of legal counsel
for Mr. Farris in connection with a lawsuit that was filed on behalf of a former
shareholder of MRF, Inc., a wholly-owned subsidiary of LaserSight. Since the
beginning of LaserSight's last fiscal year, LaserSight has paid approximately
$89,000 in legal fees in connection with this matter.
PROPOSAL NO. 2:
INDEPENDENT AUDITORS
The Board of Directors recommends that stockholders ratify the
appointment of KPMG LLP by voting "FOR" ratification of KPMG LLP as LaserSight's
auditors for the 2002 fiscal year. In the event such selection is not ratified,
the Board of Directors will reconsider its selection.
14
KPMG LLP has audited LaserSight's financial statements for fiscal years
1995 through 2001. Representatives of KPMG LLP are expected to be present at the
meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions.
The Board of Directors recommends that
stockholders vote "FOR" the Auditor Ratification Proposal.
STOCKHOLDER PROPOSALS
Stockholder Proposals, In General
LaserSight's bylaws provide that stockholder nominations for persons
for election to LaserSight's board of directors and proposals for business to be
considered at an annual stockholders meeting must satisfy certain conditions
including submitting notice to LaserSight not more than 120 days or less than 90
days prior to the anniversary of the preceding year's annual meeting of
stockholders; provided, however, that if the date of the 2003 Annual Meeting of
Stockholders is changed by more than 30 calendar days from the date of the 2002
Annual Meeting of Stockholders, notice of any such stockholder proposals must be
received by LaserSight not earlier than the close of business on the 120th day
prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made.
Based upon a 2002 Annual Meeting date of October 25, 2002, if a stockholder
intends to present such a nomination or proposal at the 2003 Annual Meeting of
Stockholders but does not seek inclusion of the nomination or proposal in
LaserSight's proxy statement for such meeting, LaserSight must receive the
nomination or proposal after June 27, 2003 and before July 27, 2003 for it to be
considered timely received. If notice of a stockholder nomination or proposal is
timely received, as described above, the holders of proxies solicited in
connection with LaserSight's proxy statement for such meeting can exercise
discretionary authority with respect to such proposal only to the extent
permitted by the regulations of the Securities and Exchange Commission. If
notice of a stockholder nomination or proposal is not timely received, such
holders of proxies can exercise discretionary authority with respect to the
proposal.
All stockholder proposals must contain all of the information required
under LaserSight's Bylaws, a copy of which is available, at no charge, from the
Secretary, and should be sent to LaserSight Incorporated, 3300 University
Boulevard, Suite 140, Winter Park, Florida 32792, addressed to the attention of
Gregory L. Wilson, Secretary.
Stockholder Proposals For Inclusion In The Proxy Statement For The 2003 Annual
Meeting
In order to be considered for inclusion in LaserSight's proxy materials
for the 2003 Annual Meeting of Stockholders, any stockholder proposals must be
received by LaserSight no later than June 2, 2003. Proposals should be sent to
LaserSight Incorporated 3300 University Boulevard, Suite 140, Winter Park,
Florida 32792, addressed to the attention of Gregory L. Wilson, Secretary.
Householding of Annual Meeting Materials
Some banks, brokers, and other nominee record holders may be
participating in the practice of "householding" proxy statements and annual
reports. This means that only one copy of this Notice of Annual Meeting and
Proxy Statement and the 2001 Annual Report may have been sent to multiple
stockholders in your household. If you would like to obtain another copy of
either document, please contact the William Kern, Sr. Vice President, Corporate
Development, at 3300 University Blvd., Suite 140, Winter Park, Florida 32792,
telephone (407) 678-9900, ext. 163. If you want to receive separate copies of
the proxy statement and annual report in the future, or if you are receiving
multiple copies and would like to receive only one copy for your household, you
should contact your bank, broker, or other nominee record holder, or you may
contact us at the above address or telephone number.
15
OTHER MATTERS
The Board of Directors of LaserSight is not aware that any matter other
than those listed in the Notice of Meeting is to be presented for action at the
Annual Meeting. If any of the Board's nominees is unavailable for election as a
director or any other matter should properly come before the meeting, it is
intended that votes will be cast pursuant to the Proxy in respect thereto in
accordance with the best judgment of the person or persons acting as proxies.
By Order of the Board of Directors,
Gregory L. Wilson
Secretary
Winter Park, Florida
September 30, 2002
16
LASERSIGHT INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 25, 2002
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby (i) appoints Michael R. Farris and Gregory L.
Wilson and each of them as proxy holders and attorneys, with full power of
substitution to appear and vote all of the shares of common stock of LaserSight
Incorporated which the undersigned shall be entitled to vote at the Annual
Meeting of Stockholders of LaserSight, to be held on Friday, October 25, 2002 at
10:00 a.m. EDT, and at any adjournments thereof, hereby revoking any and all
proxies previously given and (ii) authorizes and directs said proxy holders to
vote all of the shares of common stock of LaserSight represented by this proxy
as indicated on this proxy and in the discretion of the proxy holder with regard
to any other matter that properly comes before the meeting. If no directions are
given below, said shares will be voted "FOR" Items 1 and 2.
(1) ELECTION OF DIRECTORS. Michael R. Farris; Terry A. Fuller, Ph.D.*; Guy
W. Numann; Francis E. O'Donnell, Jr., M.D.; and David T. Pieroni.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees listed
contrary below)
* As described in the Election of Directors Proposal, if as of the date
of the Annual Meeting the Series H Preferred Stock has been issued,
Dr. Fuller will not be standing for election.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the following line.)
------------------------------------------------------------------------------
(2) Ratify appointment of independent auditors [ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion to act on any other matters which may properly come
before the Annual meeting.
Please date, sign and return promptly in
the accompanying envelope.
Dated: __________________________, 2002
---------------------------------------
---------------------------------------
(If held jointly)
Your signature should be exactly the same
as the name imprinted herein. Persons
signing as executors, administrators,
trustees or in similar capacities should
so indicate. For joint accounts, each
joint owner must sign.
The Board of Directors Recommends You Vote FOR the Above Proposals.