SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)1
Sight Resource Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
82655N105
(CUSIP Number)
David A. Newberg, Esq.
Collier, Halpern, Newberg, Nolletti & Bock, LLP
One North Lexington Avenue
White Plains, NY 10601
(914) 684-6800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 2004
(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 Rule 13d-1(e), 13d-1(f), or 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
Rule 13d-7 for other parties to whom copies are to be sent.
1. 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 82655N105 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON LA SESTA SpA
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions) (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
NUMBER OF 7 SOLE VOTING POWER
6,913,845
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
6,913,845
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,913,845
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP No. 82655N105 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule 13D (the
"Statement") relates is common stock, par value $.01 per share ("Common Stock"),
of Sight Resource Corporation, a Delaware corporation ("SRC"). The principal
executive offices of SRC are located at 6725 Miami Avenue, Cincinnati, OH 45243.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by La Sesta SpA ("La Sesta") (the "Reporting
Person"), which is the successor to LaSesta, S.A., a Luxembourg company. La
Sesta is a wholly-owned subsidiary of Orsi Mazzucchelli SpA, an Italian company,
of which Mr. Marco Brustio, a director of SRC, is the managing director and of
which Mr. Brustio's spouse owns 33%.
La Sesta is an Italian corporation. Its business address is via Privata
Maria Teresa 11, 20123, Milano, Italy. Its principal business is an investment
holding company. The sole director of La Sesta is Giacinto Giuliani, salita
Caravaggio 2, 16025 Rapallo (GE), Italy.
During the last five years, La Sesta has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, La Sesta has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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.
La Sesta holds 6,913,845 shares of Common Stock of SRC. Such shares (or the
shares of eyeshop.com inc. which were converted into shares of SRC in connection
with the acquisition of eyeshop.com inc by SRC) were acquired by La Sesta
through the use of working capital.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Of the shares of Common Stock of SRC held by La Sesta, 2,980,511 were
acquired in connection with (i) the acquisition of eyeshop.com inc by SRC and
(ii) the related direct purchase of shares from SRC. Information with regard to
those transactions appears in Item 4 to the Schedule 13D of La Sesta and certain
other parties dated June 4, 2001 and filed with the Securities and Exchange
Commission ("SEC") on that date. Such information is hereby incorporated by
reference.
CUSIP No. 82655N105 13D Page 4 of 7 Pages
(b) An additional 3,000,000 shares of Common Stock were acquired by La
Sesta pursuant to a Common Stock Purchase Agreement (the "Purchase Agreement")
dated December 31, 2002 among SRC, Carlyle Venture Partners, L.P., Carlyle U.S.
Venture Partners, L.P., C/S Venture Investors, L.P., Carlyle Venture
Coinvestment, L.L.C (Carlyle Venture Partners, L.P., Carlyle U.S. Venture
Partners, L.P., C/S Venture Investors, L.P. and Carlyle Venture Coinvestment,
L.L.C. are sometimes collectively referred to herein as the "Carlyle Entities"),
E. Dean Butler, Excalibur Investments B.V. and La Sesta. The shares were sold
and purchased in a private placement at a purchase price of $0.20 per share.
Information with regard to those transactions appears in Item 4 to Amendment 1
to the Schedule 13D of La Sesta filed with the SEC on January 10, 2003. Such
information is hereby incorporated by reference.
(c) In conjunction with the Stock Purchase Agreement, on December 31, 2002,
Mr. Dino Tabacchi, La Sesta, and the Carlyle Entities entered into a Put and
Right of First Refusal Agreement (the "Put Agreement"). Under the Put Agreement,
the Carlyle Entities were granted the right to require Mr. Tabacchi and La Sesta
or their permitted assigns to purchase from the Carlyle Entities an aggregate of
up to 7,000,000 shares of Common Stock of SRC at the purchase price, in the
amounts, during the periods and on the terms set forth in the Put Agreement. Of
the 7,000,000 shares, Mr. Tabacchi (and his permitted assigns) may be required
to purchase up to 5,600,000 shares (subject to the further limitation that the
aggregate purchase price shall not exceed $4,000,000), and La Sesta (and its
permitted assigns) may be required to purchase up to 1,400,000 shares (subject
to the further limitation that the aggregate purchase price shall not exceed
$1,000,000). On each of June 30, 2003 and May 6, 2004, the Carlyle Entities
exercised their respective rights to require Mr. Tabacchi and La Sesta to
purchase 2,333,333 shares of Common Stock of SRC, at a purchase price of $.20
per share, as follows:
Number of Shares Number of Shares
Carlyle Entity Put to Mr. Tabacchi Put to La Sesta
------------------------------ ---------------------------------
June 30, 2003 May 6, 2004 June 30, 2003 May 6, 2004
------------- ----------- ------------- -----------
Carlyle Venture Partners, L.P. 1,317,049 1,317,049 329,262 329,262
Carlyle U.S. Venture Partners, L.P. 174,675 174,675 43,669 43,669
C/S Venture Investors, L.P. 268,972 268,972 67,243 67,243
Carlyle Venture Coinvestment, L.L.C. 105,970 105,970 26,493 26,493
--------- --------- ------- -------
TOTALS 1,866,666 1,866,666 466,667 466,667
========= ========= ======= =======
In accordance with such exercise, La Sesta purchased an additional 466,667
shares of Common Stock of SRC at $.20 per share, on each of September 17, 2003
and May 6, 2004, for a total of 933,334 shares.
CUSIP No. 82655N105 13D Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
La Sesta owns 6,913,845 shares of Common Stock of SRC, constituting 13.7%
of all shares outstanding.
La Sesta has sole power to vote or to direct the vote of, and to dispose or
direct the disposition of, all shares owned by it.
Other than as described in this Statement, no transactions in shares of
Common Stock of SRC were effected during the past 60 days by La Sesta.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
(a) Information with respect to contracts, arrangements, understandings or
relationships relating to the shares of Common Stock of SRC acquired by La Sesta
in connection with the acquisition of eyeshop.com inc by SRC appears in Item 6
of the Schedule 13D of La Sesta and certain other parties dated June 4, 2001 and
filed with the SEC on that date. Such information is hereby incorporated by
reference.
(b) On December 31, 2002, Mr. Dino Tabacchi, La Sesta, and the Carlyle
Entities entered into a Put and Right of First Refusal Agreement (the "Put
Agreement"). Under the Put Agreement, the Carlyle Entities were granted the
right to require Mr. Tabacchi and La Sesta or their permitted assigns to
purchase from the Carlyle Entities an aggregate of up to 7,000,000 shares of
Common Stock of SRC at the purchase price, in the amounts, during the periods
and on the terms set forth in the Put Agreement. Of the 7,000,000 shares, Mr.
Tabacchi (and his permitted assigns) may be required to purchase up to 5,600,000
shares (subject to the further limitation that the aggregate purchase price
shall not exceed $4,000,000), and La Sesta (and its permitted assigns) may be
required to purchase up to 1,400,000 shares (subject to the further limitation
that the aggregate purchase price shall not exceed $1,000,000). On June 30,
2003, the Carlyle Entities exercised their respective rights to require Mr.
Tabacchi and La Sesta to purchase 2,333,333 shares of Common Stock of SRC at
$.20 per share. Mr. Tabacchi assigned his rights and obligations with respect to
such exercise to Excalibur. The purchase and sale of such shares was effective
September 17, 2003. In addition, on May 6, 2004, the Carlyle Entities exercised
their respective rights to require Mr. Tabacchi and La Sesta to purchase an
additional 2,333,333 shares of Common Stock of SRC at $.20 per share. This
transaction was effective May 6, 2004.
The Put Agreement also grants to Mr. Tabacchi and La Sesta the right to
purchase shares that the Carlyle Entities propose to sell to a third party. The
terms under which Mr. Tabacchi and La Sesta may purchase such shares are to be
no less favorable than those offered by the third party purchaser.
CUSIP No. 82655N105 13D Page 6 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Common Stock Purchase Agreement dated as of December 30, 2002 (incorporated
by reference from Exhibit 10.39 to SRC's Current Report on Form 8-K dated
January 9, 2003 and filed with the SEC on January 10, 2003).
Exhibit 2 Put and Right of First Refusal Agreement dated as of December 31, 2002
(incorporated by reference from Exhibit 2 to Amendment 1 to the Schedule 13D
of La Sesta S.A. dated December 31, 2002 and filed with the SEC on that date).
Exhibit 3 Items 4 and 6 of the Schedule 13D of La Sesta S.A. and certain other parties
dated June 4, 2001 and filed with the SEC on that date are hereby
incorporated by reference.
Exhibit 4 Items 4 and 6 of Amendment No. 1 to the Schedule 13D of La Sesta S.A. dated
December 31, 2002 and filed with the SEC on January 10, 2003.
Exhibit 5 Power of Attorney of La Sesta SpA
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.
Date: November 11, 2004
/s/ David A. Newberg
-----------------------------------------
David A. Newberg, as Attorney-In-Fact for
La Sesta SpA, pursuant to Power of
Attorney filed herewith