SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 30, 1997
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PREMIER LASER SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California 0-25242 33-0472684
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3 Morgan, Irvine, California 92718
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 859-0656
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1997, Premier Laser Systems, Inc. (the "Company")
acquired EyeSys Technologies, Inc. ("EyeSys") through the merger of Premier
Acquisition of Delaware, Inc. ("PAI"), a wholly owned subsidiary of the Company,
into EyeSys (the "Merger"). Upon the effective date of the Merger, EyeSys became
a wholly owned subsidiary of the Company. The Merger was effected pursuant to an
Agreement and Plan of Merger dated April 24, 1997 by and among the Company, PAI
and EyeSys, as amended.
The consideration paid in the merger consisted of approximately 1,236,668
shares of the Company's Class A Common Stock which was distributed among:
(i) holders of stock and notes of EyeSys, (ii) certain creditors and claimants
of EyeSys and (iii) employees of EyeSys entitled to bonuses for continued
employment following the Merger. Options to purchase Class A Common were also
issued in exchange for outstanding options and warrants to purchase EyeSys
common stock.
EyeSys designs, develops and markets a line of noninvasive corneal
topography systems for use by ophthalmologists and optometrists in surgical
planning and evaluation, diagnosis of corneal pathologies and contact lens
fitting. Premier will continue the operation of EyeSys' business following the
Merger; however, EyeSys' manufacturing and operational facilities and personnel
will be relocated to Premier's headquarters in Irvine, California.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. Financial Statements of EyeSys. Financial Statements of EyeSys
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prepared in accordance with Regulation S-X and required to be filed
pursuant to this item are not available at this time. Such financial
statements will be filed by the Company as soon as practicable by an
amended Current Report on Form 8-K/A which will be filed within sixty
(60) days after the date this Current Report on Form 8-K was required
to be filed.
B. Pro Forma Financial Information. The pro forma combined financial
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financial statements of the Company required to be filed pursuant to
this item are not available at this time. Such pro forma financial
information will be filed by the Company as soon as practicable by an
amended Current Report on Form 8-K/A which will be filed within sixty
(60) days after the date this Current Report on Form 8-K was required
to be filed.
C. Exhibits
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of April 24, 1997 among
Premier Laser Systems, Inc., EyeSys Technologies, Inc. and
Premier Acquisition of Delaware, Inc. (incorporated herein by
this reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, Registration No. 333-29573).
2.2 First Amendment to Agreement and Plan of Merger dated as of
August 6, 1997 among Premier Laser Systems, Inc., EyeSys
Technologies, Inc. and Premier Acquisition of Delaware, Inc.
(filed herewith).
2.3 Second Amendment to Agreement and Plan of Merger dated as of
September 16, 1997 among Premier Laser Systems, Inc., EyeSys
Technologies, Inc. and Premier Acquisition of Delaware, Inc.
(filed herewith).
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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.
PREMIER LASER SYSTEMS, INC.
October 14, 1997 /s/ Michael L. Hiebert
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Michael L. Hiebert, Chief Financial Officer
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INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger dated as of April 24, 1997
among Premier Laser Systems, Inc., EyeSys Technologies,
Inc. and Premier Acquisition of Delaware, Inc.
(incorporated herein by this reference to Exhibit 2.1
to the Registrant's Registration Statement on form S-4,
Registration No. 333-29573).
2.2 First Amendment to Agreement and Plan of Merger dated
as of August 6, 1997 among Premier Laser Systems, Inc.,
EyeSys Technologies, Inc. and Premier Acquisition of
Delaware, Inc. (filed herewith).
2.3 Second Amendment to Agreement and Plan of Merger dated
as of September 16, 1997 among Premier Laser Systems,
Inc., EyeSys Technologies, Inc. and Premier Acquisition
of Delaware, Inc. (filed herewith).
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