SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 31, 2000
LIGHTTOUCH VEIN & LASER, INC.
(Exact name of registrant as specified in its charter)
414 GLENWOOD AVENUE, SUITE 105, RALEIGH, NORTH CAROLINA 27063
(Address of principal executive offices) (Zip Code)
(919) 424-3900
Registrant's telephone number, including area code
10663 MONTGOMERY ROAD, CINCINNATI, OHIO 45242
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See the disclosure in Item 5 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See the disclosure in Item 5 below.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On August 31, 2000, the registrant closed its acquisition of Vanishing
Point, Inc., a privately-held Delaware corporation ("Vanishing Point"),
pursuant to the terms of a Merger Agreement and Plan of Reorganization
dated August 15, 2000 (the "Merger Agreement"). Vanishing Point was
merged into a corporation formed by the registrant for the purpose of
effecting the acquisition and is now a wholly-owned subsidiary of the
registrant.
The registrant has issued 8,576,589 shares of its common stock to the
shareholders of Vanishing Point and outstanding options and warrants to
purchase Vanishing Point stock are to become options and warrants to
purchase 3,919,517 shares of the registrant's common stock. In
addition, 1,086,618 shares were issued to Venture Strategy Partners,
LP. There are now 18,936,539 shares of common stock of the registrant
issued and outstanding.
The registrant's management now consists of designees from both the
registrant and Vanishing Point:
Gregory F. Martini - Chairman, Co-President and Co-Chief
Executive Officer, Director
Melisse Shaban - Co-President and Co-Chief Executive
Officer, Director
Glen Shipley - Chief Financial Officer
Wayne Perrone - Chief Operating Officer
Halley Faust, M.D. - Director
Joanna Rees Gallanter - Director
[One director to be designated by Plymouth Partners, L.P., a
shareholder of the registrant]
Effective September 1, 2000, the chief executive offices of the
registrant, except the offices of Gregory F. Martini, are located at
the facilities of Vanishing Point in Raleigh, North Carolina. The
registrant will enter into employment agreements with Melisse Shaban,
Glen Shipley, and Gregory Martini by November 29, 2000.
Vanishing Point, formed in January 1997, offers proprietary skin care
products and aesthetic services, such as hair removal, cellulite
massage, and dermabrasion. It has six retail studio locations in New
York, California, and Florida.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: To be filed by amendment
(b) Pro forma financial information: To be filed by amendment
(c) Exhibits
REGULATION CONSECUTIVE
S-K NUMBER PAGE NUMBER
2.1 Merger Agreement and Plan of Reorganization
dated August 15, 2000(1)<F1> N/A
10.1 Form of Voting Agreement(1)<F1> N/A
--------------
<FN>
(1)<F1> Filed previously
</FN>
ITEM 8...CHANGE IN FISCAL YEAR
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIGHTTOUCH VEIN & LASER, INC.
September 5, 2000 By: /S/ GREGORY F. MARTINI
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Gregory F. Martini, President