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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 18, 1997
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SUMMIT TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-16937 04-2897945
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21 HICKORY DRIVE
WALTHAM, MASSACHUSETTS 02154
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 890-1234
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On August 18, 1997, pursuant to the Acquisition Agreement dated
July 23, 1997 (the "Acquisition Agreement") between Summit Technology, Inc. (the
"Registrant"), Refractive Centers International, Inc., a wholly-owned subsidiary
of the Registrant ("RCII"), and LCA-Vision Inc. ("LCA"), the Registrant sold to
LCA 5,000,000 shares of RCII's Common Stock, par value $.01 per share ("RCII
Common Stock"), representing all of the shares of RCII Common Stock owned by the
Registrant and approximately 94.7% of the issued and outstanding shares of RCII
Common Stock. (LCA purchased the remaining 5.3% of the outstanding shares of
RCII Common Stock from certain option holders of RCII, who exercised their
options prior to the closing and exchanged their shares of RCII Common Stock for
shares of common stock of LCA). The purchase price received by the Registrant
under the Acquisition Agreement consisted of 16,164,361 shares of common stock,
par value $.001 per share, of LCA. The purchase price was calculated pursuant to
a formula set forth in the Acquisition Agreement which was determined by
arms-length negotiation between the parties.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) NOT APPLICABLE.
(b) PRO FORMA FINANCIAL INFORMATION. It is currently impracticable
to provide the required pro forma financial information in this
Current Report. All of the required pro forma financial
information will be filed by amendment as soon as it becomes
available.
(c) EXHIBITS
Exhibit Number Title
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2.1 Acquisition Agreement dated July 23, 1997
(the "Acquisition Agreement") between Summit
Technology, Inc. (the "Registrant"),
Refractive Centers International, Inc., a
wholly-owned subsidiary of the Registrant
("RCII"), and LCA-Vision Inc. ("LCA").
The Registrant will furnish supplementally a
copy of any omitted exhibit to the Acquisition
Agreement to the Securities and Exchange
Commission upon request.
2.2 Shareholders' Agreement dated
August 18, 1997 between the Registrant,
LCA and certain shareholders named therein.
2.3 Registration Rights Agreement dated
August 18, 1997 between the Registrant
and LCA.
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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.
SUMMIT TECHNOLOGY, INC.
By: /s/Robert J. Palmisano
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Robert J. Palmisano
Chief Executive Officer
Date: August 28, 1997
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