4//SEC Filing
SIGHT RESOURCE CORP 4
Accession 0001209191-05-041069
CIK 0000895651operating
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 3:29 PM ET
Size
12.4 KB
Accession
0001209191-05-041069
Insider Transaction Report
Form 4
SIGHT RESOURCE CORPVISNQ
SCHWARZ RYAN M
Director
Transactions
- Exercise of In-Money
Put Option (Right to Sell)
2005-08-03$0.30/sh−132,461$39,738→ 0 total(indirect: See Footnotes)→ Common Stock (132,461 underlying) - Sale
Common Stock
2005-08-03$0.25/sh−132,461$33,115→ 117,258 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On August 3, 2005, pursuant to the terms of the Put Agreement (as defined in footnote 5 below), CVC (as defined in footnote 3 below) sold 132,461 shares of Common Stock of the Issuer to the Grantors (as defined in footnote 5 below). All such shares were sold for $0.25 per share.
- [F2]As of August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CVC owned 117,258 shares of Common Stock of the Issuer.
- [F3]Mr. Schwarz, a director of the Issuer, is also a non-managing member of Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company ("CVC"). CVC holds direct beneficial ownership of less than 1% of the outstanding shares of common stock, par value $.01 per share (the "Common Stock") (on a common stock equivalent basis) of the Issuer. Mr. Schwarz is also a Managing Director of entities affiliated with CVC and TCG Ventures, L.L.C., a Delaware limited liability company ("TCG"), and TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."). TCG is the managing member of CVC, and a general partner of Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership ("CUS"). TCG Ltd. is the general partner of Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership ("CVP"), and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership ("C/S").
- [F4]Mr. Schwarz disclaims beneficial ownership of the securities of the Issuer beneficially owned by CVC, except to the extent of his direct and indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The information reported in this Form 4 relates to the reportable transactions of CVC, in which Mr. Schwarz has a direct pecuniary interest.
- [F5]CVC entered into the Put and Right of First Refusal Agreement dated as of December 31, 2002 (the "Put Agreement"), pursuant to which two affiliates of certain investors in the Issuer granted to CVC the Put Options (Rights to Sell), representing rights to cause shares of Common Stock of the Issuer held by it to be purchased by such affiliates or their permitted grantor transferees (collectively, the "Grantors"), in the amounts and under the terms and conditions provided in the Put Agreement. The Put Agreement granted CVC the right to sell up to 397,387 shares of Common Stock, over nine quarters beginning on January 1, 2003, at a purchase price equal to the fair market value of the shares of Common Stock of the Issuer determined as of the last day of each quarter for which the put option has been exercised in accordance with the formula set forth in the Put Agreement, provided, that the put price cannot...(continued in footnote #6)
- [F6]...(continued from footnote #5) (a) exceed $1.00 per share, or (b) be less than $0.20 per share, provided, further, that the put price at which the first 132,462 shares sold by CVC and purchased by the Grantors during the last five quarters of the put term cannot be less than $0.30 per share. The put term is subject to extension for periods during which a "Standoff" (as defined in the Put Agreement) shall be in effect. In addition, the actual timing of the purchase of the shares of Common Stock put to the Grantors and the number of shares of Common Stock required to be purchased by the Grantors, during any particular quarter and put period, are limited by the terms of the Put Agreement. The Put Agreement has been filed with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 2 to Schedule 13D filed by CUS, CVC, C/S and CVP on January 3, 2003.
- [F7]As of August 3, 2005, following the sale of shares of Common Stock of the Issuer described in footnote 1 above, CVC does not have the right to sell any shares of Common Stock of the Issuer pursuant to the Put Agreement.
Documents
Issuer
SIGHT RESOURCE CORP
CIK 0000895651
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000895651
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 3:29 PM ET
- Size
- 12.4 KB