Manny: The S-3 I sent to you is dated 11/26/97. I went and reviewed the S-3 dated 10/31/97 and the S-3A dated 12/06/97. As far as restrictions on the shares held by Summit and Major stockholders, I did not see any restrictions on when the major stockholders (The Joffes') are allowed to sell their 18 million or so shares. The only restriction is on Summit. I did see something of interest which will follow the excerpt from the latest filed S-3A dated 12/06/97:
Sale of Company Common Stock by Summit and Major Stockholders
Summit and the Company have entered into a Registration
Rights Agreement (further described in "Acquisition of RCII - The
Registration Rights Agreement") pursuant to which Summit has the
right, to demand that the Company register under the Securities
Act of 1933 the remaining 7,164,361 shares of Company Common Stock owned by Summit, to enable Summit to sell such shares on any date after May 17, 1998. Summit's sale of all or part of these shares,
and the timing and amount of such sale(s), may negatively affect
the trading price of the Company Common Stock. Further, the
Company has filed a separate registration statement covering
18,949,798 additional shares of Company Common Stock for
resale by Stephen N. Joffe, M.D., his wife, Sandra F.W. Joffe, and
his son, Craig P.R. Joffe (such three family members collectively,
the "Major Stockholders"). There is no restriction on the timing
of the disposition, or the amount of sales, of these shares once
the registration statement becomes effective . Consequently,
sales of Company Common Stock by Summit and the Major Stockholders may have a similar negative effect. See "Acquisition of RCII - The Registration Rights Agreement" and "Shares of Company Common Stock Eligible for Future Sale; Potential for Dilution."
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If there is some other document that indicates the JOFFES rescinded that part of the acquisition agreement, I'd be interested in seeing it.
Of interest is if Summit does sell its shares for cash, LCAV has first right:
The Registration Rights Agreement also contains a Right of
First Offer Upon Sale for Cash ("Right of First Offer") which
provides, among other things, that in the event Summit wishes to
sell for cash all or any part of the Remaining Shares, Summit must
first offer to sell the shares to the Company. The Registration
Rights Agreement also provides for the pricing, payment and
closing terms under the Right of First Offer as well as the
Company's obligation to indemnify Summit and the Selling
Stockholders and Summit's obligation to indemnify the Company
relating to specified liabilities arising from the registration
statements. The term of the Registration Rights Agreement ends
when all Remaining Shares have been sold under the Registration
Rights Agreement. See "Indemnification of Directors, Officers and
Others."
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I didn't realize that LCAV has first grab at SUMMIT's 8 million shares, interesting? Also, I dont know if the JOFFES have been selling any of their shares and the news announcement (excerpted) paints a picture that it's not the Joffes selling:
Monday January 12, 1:09 pm Eastern Time
Company Press Release
LCA-Vision's CEO Comments on Recent High Trading Volume
CINCINNATI--(BUSINESS WIRE)--Jan. 12, 1998--Dr. Stephen N. Joffe, chief executive officer of LCA-Vision, Inc. (NASDAQ:LCAV - news), the nation's largest operator of stand-alone laser eye surgery centers, today responded to the numerous inquiries about LCA-Vision stock's unusually high trading volume last week.
Dr. Joffe commented: ''During a typical trading day, less than 15,000 LCA shares normally trade. Last week, more than 3 million shares traded -- over 1.5 million shares on Friday alone. The stock's unusually high volume comes on the heels of Summit Technology's distribution of 9 million LCA shares to Summit shareholders as called for under LCA's agreement to acquire Summit's chain of laser vision centers. There has been no change in the fundamental strength of the business, and other than Summit's distribution, we know of no other reason for the extraordinary increase in volume.
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One can only assume it's either BEAM holders selling or the Joffes, I dont know...Who cares though-the price is holding at about $1.00 and as far as I care, all my shares were free (with the exception of 500 shares that I paid $1 1/16....Pappy |
