UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
LASERSIGHT INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
517924304
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(CUSIP Number)
Zhaokai Tang
6848 Stapoint Court
Winter Park, FL 32792
(407) 678-9900 Ext. 125
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 517924304 SCHEDULE 13D Page 2 of 9
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1 NAMES OF REPORTING PERSONS.
New Industries Investment Consultants (H.K.) Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
00-0000000
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Hong Kong, China
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7 SOLE VOTING POWER
NUMBER OF 7,229,869 shares of Common Stock (1)
SHARES ---------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 7,229,869 shares of Common Stock (1)
REPORTING ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,229,869 shares of Common Stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.3%
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14 TYPE OF REPORTING PERSON (See Instructions) CO
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CUSIP No. 517924304 SCHEDULE 13D Page 3 of 9
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(1) Includes 360,000 shares of Common Stock converted from the Preferred Stock
held by the reporting person when the issuer took Chapter 11 re-organization
and the reorganization plan was confirmed and was effective on June 30, 2004,
and 6,850,000 shares of Common Stock acquired by conversion of $1million DIP
loans to the issuer when the issuer took Chapter 11 re-organization and the
reorganization plan was confirmed and was effective on June 30, 2004.19,869
shares were issued in lien of warranty obligation on laser systems purchased
in 2003.
Item 1. Security and Issuer.
This statement relates to shares of common stock, $0.001 par value
per share of Lasersight Inc., a Delaware corporation (the "Company").
The Company's principal executive offices are located at 6848 Stapoint Court,
Winter Park, Florida 32792. As of December 22, 2004 the Company was out of
Chapter 11 re-organization, there were 9,997,195 shares of Common Stock $0.001
par value per share outstanding.
Item 2. Identity and Background.
(a) This statement on Schedule 13D is being filed by New Industries
Investment Consultants (H.K.) Ltd. ("NIIC")
(b) NIIC is a corporation organized under the laws of Hong Kong, with its
principal place of business located at 1606 Office Tower, Convention Plaza,
1 Harbour Rd, Wanchai, Hong Kong.
(c) NIIC is a domestic and international investor and investment
consultant.
(d) Weng, Xianding, a citizen of People's Republic of China, is the
director, President and CEO of NIIC. Xianding Weng also has 90% ownership of
NIIC. The employment address of Xianding Weng is: 17/F, JianYi Building,
Zhenxing Rd, Shenzhen, People's Republic of China, 518031. To the best of
NIIC's knowledge, except Xianding Weng, none of any other directors or
executive officers of NIIC has any beneficial ownership of any shares of
the Company.
(e) Neither NIIC nor any of its executive officers or directors has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(f) Neither NIIC nor any of its executive officers or directors has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state Securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
NIIC purchased all the Shares with cash from personal funds. NIIC paid
$3million US dollars in total for its current holding of all shares of the
Common Stock in this report. NIIC paid $2,000,000 for the Preferred Stock of
the Company before the Company's Chapter 11 reorganization, and the previous
Preferred Stock was cancelled and converted into 360,000 shares of the Common
Stock of the reorganized Company in the Company's Chapter 11 reorganization
plan being in effect on June 30, 2004. NIIC capitalized one million US dollars
of its $2,000,000 Debtor-in-Possession loan in exchange for 6,850,000 shares
of the Common Stock of the reorganized Company. 19,869 Common Shares were
issued to NIIC in lien of warranty obligations on laser systems purchased in
2003.
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CUSIP No. 517924304 SCHEDULE 13D Page 4 of 9
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Item 4. Purpose of Transaction.
The shares of Common Stock were purchased for investment purposes.
Depending on future evaluations of the Common Stock, the business of the
Company and other factors, including but not limited to general and economic
factors, and subject to applicable legal and contractual restrictions, NIIC
may retain or, from time to time, increase its holdings or dispose of all or a
portion of its holdings, exercise or not exercise its option to convert its
convertible notes before the mature date of the notes. NIIC does not have any
present plans or proposals which relate to or would result in:: (a) the
acquisition by them of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change in the
Company's principal business or corporate structure; (g) changes in the
Company's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above; except in each case
as provided in Items 6 and 7 below.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, NIIC owns 7,229,869 shares of the Common
Stock of the Company, which represents 72.3% of the outstanding Common Stock.
NIIC may be the beneficial owner of another 2,500,000 shares of Common Stock
if NIIC exercises its option to convert the $1,000,000 US dollar convertible
notes into shares of Common Stock before the notes to be matured on the date
of June 30, 2007, which represents approximately 19.8% of Common Stock
outstanding.
(b) The number of shares of Common Stock is beneficially owned by NIIC
with respect to which there is (i) sole voting power is 7,229,869, (ii) shared
voting power is none, (iii) sole dispositive power is 7,229,869, and (iv) shared
dispositive power is none.
(c) To the best of NIIC's knowledge, none of NIIC or its directors or
executive officers have made any transactions in the Common Stock in the past 60
days. Xianding Weng was issued 225 Common Shares for unpaid director's fees.
(d) NIIC beneficially owns and has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of such
shares of Common Stock of the Company. Except as provided herein, no person
other than NIIC is known to have the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of such shares of
Common Stock.
(e) Not applicable.
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CUSIP No. 517924304 SCHEDULE 13D Page 5 of 9
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
NIIC had provided the Debtor-in-Possession (DIP) loans of two million US
dollars to the Company when the Company was in Chapter 11 reorganization from
December 2003 to June 30, 2004. When the reorganization plan of the Company was
confirmed by the United States Bankruptcy Court Middle District of Florida
Orlando Division, and was in effective on June 30, 2004, one million US dollars
of NIIC's DIP loan were capitalized in exchange of 6,850,000 shares of Common
Stock of the Company. In the confirmed and being-in-effect reorganization plan,
the remaining one million dollars of the two million DIP loan is stated as to
be payable interest only at 9% per annum fixed for three years and to be
convertible to an additional 2,500,000 shares of the Common Stock of the
Company at NIIC's option. The Retated Promissory Note based on the
reorganization plan was agreed and signed between NIIC and the Company,
which is attached hereto as Exhibit 1.
Item 7. Materials to be Filed as Exhibits.
Exibit 1 - Restated Promissory Note.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 3 , 2005
New Industries Investment Consultants (H.K.) Ltd.
By: /S/ Zhaokai Tang
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Zhaokai Tang
Vice President
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CUSIP No. 517924304 SCHEDULE 13D Page 6 of 9
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Exibit 1
THIS CONVERTIBLE NOTE AND ANY SECURITIES ISSUED UPON CONVERSION UNDER THIS
CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS
CONVERTIBLE NOTE, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED
OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS
EVIDENCED BY AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY AND THE
COMPANY'S LEGAL COUNSEL.
RESTATED PROMISSORY NOTE
$1,000,000
Orlando, Florida
August 30, 2004
This Restated Promissory Note is entered into effective as of June 30,
2004.
FOR VALUE RECEIVED, and pursuant to the Final Order Confirming Debtor's
Plan Of Reorganization dated May 4, 2004 entered by the United States
Bankruptcy Court, Middle District of Florida, Orlando Division, LASERSIGHT
TECHNOLOGIES, INC, a Delaware corporation, and LASERSIGHT INCORPORATED, a
Delaware corporation, (together, jointly and severally, hereinafter called
"Maker") promise to pay to the order of NEW INDUSTRIES INVESTMENT CONSULTANTS
(HK) LTD. (together with any subsequent holder of this Note, hereinafter
called "Holder"), at its office at 1606 Office Tower, Convention Plaza,
1 Harbour Road, Wanchai, Hong Kong, or at such other place as Holder may from
time to time designate, the principal sum of ONE MILLION AND 00/100 DOLLARS
($1,000,000.00), with interest thereon from the date hereof at an interest
rate of nine percent (9%) per annum. The foregoing interest and principal
will be payable as follows:
On the first day of each month, accrued interest shall be paid in
full.
On June 30, 2007 ("Maturity Date"), the entire principal balance of
this note, together with all accrued interest and all other charges,
fees, costs and expenses, shall be paid in full.
In addition, on the execution date of the Note, Maker shall pay Holder
the additional sum of $25,000.00 as an origination fee.
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CUSIP No. 517924304 SCHEDULE 13D Page 7 of 9
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This Note may not be prepaid, in part or in full, except with the prior
written consent of Holder. At Holder's option, which may be exercised at any
time prior to the Maturity Date, the principal balance of this Note shall be
prepaid by Maker as follows:
Maker shall, within five (5) business days following receipt of
Holder's written notice that such option has been exercised, at
Maker's sole expense, deliver to Holder (i) TWO MILLION FIVE HUNDRED
THOUSAND (2,500,000) shares of the common stock of LaserSight
Incorporated (the "Issuer"), and (ii) customary indemnities,
warranties, registration rights agreements, endorsements and other
agreements, in a mutually agreed form, as are necessary to ensure
that the shares transferred to Holder are duly authorized, validly
issued, fully paid and non-assessable, free and clear of all liens,
encumbrances and other claims, duly and properly registered under all
applicable federal and state securities laws, and freely transferable
by Holder without further registration or any other action.
Upon Holder's exercise of such option, Maker's delivery to Holder of
such shares and other documents, and Maker's payment of all reasonable
costs and expenses incurred in connection therewith, Maker shall have
no further obligation to pay the principal amount of this Note, and
Maker's sole obligation to Holder hereunder shall be the payment of
unpaid interest accrued hereunder which was due on the date such shares
were delivered by Maker to Holder. Upon delivery of such shares, Holder
shall immediately deliver to Maker this Note duly marked "cancelled".
This Note restates part of the indebtedness evidenced by the
Promissory Note in the original principal amount of $2,000,000 dated
December 1, 2003 from Maker to Holder ("Prior Note"), and this Note
constitutes a part of the "Obligations", as defined in that certain Security
Agreement dated December 1, 2003 between Maker and Holder ("Security
Agreement"). This Note should not be construed in any way to (i) constitute
a novation with respect to the indebtedness evidenced hereby and by the Prior
Note or with respect to the liens described in the Security Agreement, or
(ii) limit or impair the rights of Holder with respect to such indebtedness
and such liens. Maker acknowledges and agrees that the Security Agreement
remains in full force and effect and secures repayment of this Note to the
same extent and with the same priority as the Prior Note.
Interest hereunder, if not paid when due, may at Holder's option,
without notice to Maker, be added to the principal balance and bear interest at
the interest rate applicable to principal.
If the entire principal balance is not paid in full by the maturity
date, Maker will pay interest thereafter at the rate of twelve (12%) per annum
from the maturity date of the Loan.
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CUSIP No. 517924304 SCHEDULE 13D Page 8 of 9
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All payments hereunder will first be credited to interest and lawful
charges then accrued and the remainder to principal.
All interest on this Note will be computed on the basis of the actual
number of days elapsed in a 360-day year.
Maker, endorser, surety, guarantor, or other parties to this Note (all
of whom are hereinafter called "Obligor") jointly and severally agree as
follows: Obligor will be in default under this Note upon: (a) nonpayment of any
interest or principal or any other monetary obligation under this Note within
five (5) days after the due date; (b) failure of any Obligor to perform any
non-monetary agreement under this Note or under any other part of this loan
transaction within thirty (30) days after receipt of written notice of such
failure (or in the event that such default cannot reasonably be cured within
the 30-day period, the failure of such Obligor to commence curing such default
within the 30-day period); (c) the taking of possession of any substantial part
of the property of any Obligor at the instance of any governmental authority; or
(d) falsity in any material respect of, or any material omission in, any
representation or statement made to Holder by or on behalf of any Obligor in
connection with this Note.
Holder will have all of the rights and remedies of a creditor and,
to the extent applicable, of a secured party under all applicable law.
Without limiting the generality of the foregoing, upon the occurrence of any
default under this Note, Holder may at its option and without notice or demand,
except as provided below, declare the entire unpaid principal and accrued
interest accelerated and due and payable at once, together with any and all
other liabilities of any Obligor or any of such liabilities selected by
Holder. Notwithstanding the foregoing, prior to exercising its rights for
a default, Holder shall provide written notice to Maker and at least three
(3) days to cure such default.
In no event will Holder be entitled to unearned or unaccrued interest
or other charges or rebates, except as may be authorized by law; nor will any
such party be entitled or receive at any time any such charges not allowed or
permitted by law, or any interest in excess of the highest lawful rate. Any
payments of interest in excess of the highest lawful rate will be credited by
Holder on interest accrued or principal or both; except that Maker will have an
option to demand refund as to any such interest or charges in excess of the
highest lawful rate. Maker acknowledges, stipulates and agrees that the
proceeds of this Note are used by Maker solely towards the business operations
of the Obligor with the intent to enhance the value of the Issuer.
No delay or omission on the part of Holder in exercising any right
hereunder will operate as a waiver of such right or of any other rights under
this Note. Presentment, demand, protest, notice of dishonor, and all other
notices are hereby waived by each and every Obligor. Obligor, jointly and
severally, promises and agrees to pay all costs of collection and reasonable
attorney's fees, including reasonable attorney's fees of any suit, out of
court, in trial, on appeal, in bankruptcy proceedings or otherwise, incurred
or paid by Holder in enforcing this Note or preserving any right or interest
of Holder hereunder. Any notice to Maker will be sufficiently served for all
purposes if placed in the mail, postage prepaid, addressed to, or left upon
the premises at the address shown below or any other address shown on
Holder's records.
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CUSIP No. 517924304 SCHEDULE 13D Page 9 of 9
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Each Obligor hereby expressly consents to any and all extensions,
modifications, and renewals, in whole or in part, including but not limited to
changes in payment schedules and interest rates, and all delays in time of
payment or other performance which Holder may grant or permit at any time and
from time to time without limitation and without any notice to or further
consent of any Obligor. Each Obligor will also be bound by each of the
foregoing terms, without the requirement that Holder first go against any
security interest otherwise held by Holder.
This Note has been negotiated and prepared in, and shall be governed
by the laws of, the State of Florida.
The Holder is acquiring this Restated Promissory Note, and the
securities issued upon conversion hereunder, solely for its own account and not
as a nominee for any other party, for investment purposes only, and not with a
view to the sale or distribution thereof within the meaning of Section 2(11) of
the Act. The Holder has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for the
disposition thereof in a manner contrary to the Securities Act or the securities
laws of any other applicable jurisdictions. The Holder is an "Accredited
Investor" as that term is defined in Rule 501(a) promulgated under the Act.
WAIVER OF JURY TRIAL. OBLIGOR AND HOLDER (BY ITS ACCEPTANCE OF THIS NOTE)
HEREBY AGREE AS FOLLOWS: (A) EACH OF THEM KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION (AN "ACTION") BASED UPON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY RELATED
DOCUMENTS, INSTRUMENTS, OR AGREEMENTS (WHETHER ORAL OR WRITTEN AND WHETHER
EXPRESS OR IMPLIED AS A RESULT OF A COURSE OF DEALING, A COURSE OF CONDUCT, A
STATEMENT, OR OTHER ACTION OF EITHER PARTY); (B) NEITHER OF THEM MAY SEEK A
TRIAL BY JURY IN ANY SUCH ACTION; (C) NEITHER OF THEM WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION (IN WHICH A JURY TRIAL HAS BEEN WAIVED) WITH ANY OTHER ACTION
IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND (D) NEITHER OF
THEM HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER OF THEM THAT THE
PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
LASERSIGHT TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/
Name: Danghui Liu
Title: CEO
6848 Stapoint Ct.
Winter Park, FL 32792
LASERSIGHT INCORPORATED,
a Delaware corporation
By: /s/
Name: Danghui Liu
Title: CEO
6848 Stapoint Ct.
Winter Park, FL 32792