EXCALIBUR/TABACCHI
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)(1)
Sight Resource Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
82655N105
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(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 11 Pages
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1 NAME OF REPORTING PERSON Dino Tabacchi
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) This is a joint filing pursuant to Rule 13d-1(k)(l)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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NUMBER OF 7 SOLE VOTING POWER
75,000
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
15,233,333
OWNED BY ---------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
75,000
REPORTING ---------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
15,233,333
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,308,333
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12 CHECK BOX 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)
30.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 82655N105 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON Excalibur Investments B.V.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) This is a joint filing pursuant to Rule 13d-1(k)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
15,233,333
OWNED BY ---------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ---------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
15,233,333
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,233,333
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12 CHECK BOX 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)
30.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 82655N105 13D Page 4 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
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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.
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This Statement is being filed by Mr. Dino Tabacchi and by Excalibur
Investments B.V. ("Excalibur") (the "Reporting Persons"). Mr. Tabacchi is a
controlling person of Excalibur. Excalibur is a holding company.
Mr. Tabacchi is a citizen of Italy. His address is Via Umberto I,
82-35122, Padova, Italy.
Mr. Tabacchi's principal occupation is President and Chairman of
Salmoiraghi & Vigano. The address is Piazza Maria Beltrade 4, Milan, Italy.
Excalibur is a Netherlands corporation. Its business address is
Teleport Boulevard 140, 1043 EJAmsterdam.
Controlling persons of Excalibur are:
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Controlling Person Residence or Business Country of
Address Citizenship/Place
of Organization
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ING Management Teleport Boulevard 140 The Netherlands
(Nederland) B.V. 1043 EJAmsterdam
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Dino Tabacchi Via Umberto I Italy
82-35122 Padova
Italy
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During the last five years, neither Reporting Person has been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, neither Reporting Person has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or 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.
CUSIP No. 82655N105 13D Page 5 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Of the shares of Common Stock of SRC beneficially owned by Mr.
Tabacchi, 15,233,333 are held by Excalibur and 75,000 are subject to an option
exercisable by Mr. Tabacchi within sixty (60) days of the date of this
Amendment.(1) Mr. Tabacchi is a shareholder and controlling person of Excalibur.
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 Excalibur through the use of working capital.
ITEM 4. PURPOSE OF TRANSACTION.
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(a) 6,000,000 of the shares of SRC Common Stock held by Excalibur 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 Excalibur 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.
(b) An additional 5,500,000 shares of SRC Common Stock were acquired by
Excalibur 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 and La Sesta S.A. ("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 Mr. Tabacchi and Excalibur dated December
31, 2002 and 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. 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
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(1) Amendment No. 1 to this Schedule 13D dated December 31, 2002 and filed with
the SEC on January 10, 2003, and Amendment No. 2 to this Schedule 13D dated
September 17, 2003 and filed with the SEC on September 19, 2003, each
inadvertently reflected Mr. Tabacchi as beneficially owning 1,807,685 shares of
SRC Common Stock as a controlling person of Euro Ventures Equity Holdings B.V.
CUSIP No. 82655N105 13D Page 6 of 11 Pages
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:
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Number of Shares Number of Shares
Carlyle Entity Put to Mr. Tabacchi Put to La Sesta
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June 30, 2003 May 6, 2004 June 30, 2003 May 6, 2004
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Carlyle Venture Partners, L.P. 1,317,049 1,317,049 329,262 329,262
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Carlyle U.S. Venture Partners, L.P. 174,675 174,675 43,669 43,669
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C/S Venture Investors, L.P. 268,972 268,972 67,243 67,243
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Carlyle Venture Coinvestment, L.L.C. 105,970 105,970 26,493 26,493
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TOTALS 1,866,666 1,866,666 466,667 466,667
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Mr. Tabacchi assigned his rights and obligations with respect to such
exercise to Excalibur and Excalibur, as assignee of Mr. Tabacchi, purchased an
additional 1,866,666 shares of Common Stock of SRC at $.20 per share, on each of
September 17, 2003 and May 6, 2004, for a total of 3,733,332 shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Excalibur holds 15,233,333 shares of Common Stock of SRC, constituting
30.2% of all shares outstanding. Excalibur and Mr. Tabacchi share voting and
investment power with respect to those shares.
In addition, Mr. Tabacchi holds an option to purchase 75,000 shares of
Common Stock at a purchase price of $0.36 per share, all of which may be
purchased by Mr. Tabacchi within 60 days from the date of this Amendment.
Based upon the foregoing, Mr. Tabacchi beneficially owns 15,308,333
shares of Common Stock of SRC, constituting 30.3% of all shares outstanding
(calculated as provided in Rule 13d-3).
Other than as described in this Statement, no transactions in shares of
Common Stock of SRC were effected during the past 60 days by either Reporting
Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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(a) Information with respect to contracts, arrangements, understandings
or relationships relating to the shares of Common Stock of SRC acquired by
Excalibur in connection with the acquisition of eyeshop.com inc. by SRC appears
in Item 6 of the Schedule
CUSIP No. 82655N105 13D Page 7 of 11 Pages
13D of Excalibur 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. 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. Mr. Tabacchi also assigned his rights and obligations with respect to
such exercise to Excalibur. This transaction was effective May 6, 2004.
The Put Agreement also grants to Mr. Tabacchi and La Sesta certain
rights 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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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 Dino Tabacchi and
Excalibur Investments B.V. dated December 31, 2002 and filed
with the SEC on January 10, 2003).
Exhibit 3 Items 4 and 6 of the Schedule 13D of Excalibur Investments
B.V. dated June 4, 2001 and filed with the SEC on that date.
Exhibit 4 Items 4 and 6 of Amendment No. 1 to the Schedule 13D of
Dino Tabacchi and Excalibur Investments B.V. dated December
31, 2002 and filed with the SEC on January 10, 2003.
CUSIP No. 82655N105 13D Page 8 of 11 Pages
Exhibit 5 Power of Attorney of Dino Tabacchi.
Exhibit 6 Power of Attorney of Excalibur Investments B.V.
Exhibit 7 Joint Filing Agreement.
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: January 14, 2005
/s/ David A. Newberg
-------------------------------------
David A. Newberg, as Attorney-In-Fact for
Dino Tabacchi and Excalibur Investments
B.V. pursuant to Powers of Attorney filed
herewith
CUSIP No. 82655N105 EXHIBIT 5
POWER OF ATTORNEY
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The undersigned hereby constitutes and appoints David A. Newberg as the
undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or shareholder of
Sight Resource Corporation (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934
(the "Act") and the rules thereunder.
2. Execute for and on behalf of the undersigned, in the
undersigned's capacity as a shareholder of the Company and/or in the
undersigned's capacity as an executive officer or controlling
shareholder of any corporation or entity that is a shareholder of the
Company, Schedules 13D and 13G, and any amendments thereto or
agreements relating to "group" filings thereof, in accordance with
Sections 13(d) and 13(g) of the Act and the rules thereunder.
3. Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5, or Schedule 13D or 13G (including without
limitation executing Form ID and obtaining CIK, CCC and other codes and
passwords), and timely file such Forms and Schedules with the
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 13 or 16 of the
Act.
This Power of Attorney shall remain in full force and effect until the
undersigned (and any such entity for which the undersigned is an executive
officer or controlling shareholder) is no longer required to file Forms 3, 4 and
5, and Schedules 13D or 13G, with respect to the undersigned's (or such
entity's) holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN TESTIMONY WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 22nd day of October, 2004.
/s/ Dino Tabacchi
------------------------------------
DINO TABACCHI
CUSIP No. 82655N105 EXHIBIT 6
POWER OF ATTORNEY
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The undersigned hereby constitutes and appoints David A. Newberg as the
undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, and/or shareholder of
Sight Resource Corporation (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934
(the "Act") and the rules thereunder.
2. Execute for and on behalf of the undersigned, in the
undersigned's capacity as a shareholder of the Company and/or in the
undersigned's capacity as an executive officer or controlling
shareholder of any corporation or entity that is a shareholder of the
Company, Schedules 13D and 13G, and any amendments thereto or
agreements relating to "group" filings thereof, in accordance with
Sections 13(d) and 13(g) of the Act and the rules thereunder.
3. Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5, or Schedule 13D or 13G (including without
limitation executing Form ID and obtaining CIK, CCC and other codes and
passwords), and timely file such Forms and Schedules with the
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 13 or 16 of the
Act.
This Power of Attorney shall remain in full force and effect until the
undersigned (and any such entity for which the undersigned is an executive
officer or controlling shareholder) is no longer required to file Forms 3, 4 and
5, and Schedules 13D or 13G, with respect to the undersigned's (or such
entity's) holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN TESTIMONY WHEREOF, the undersigned has caused this Power of Attorney
to be executed this 27th day of October, 2004.
EXCALIBUR INVESTMENTS B.V.
By /s/ ING Management
----------------------------------------
ING Management (Nederland) B.V.
Managing Director
EXHIBIT 7
JOINT FILING AGREEMENT
THIS AGREEMENT is entered into as of the 14th day of January, 2005 by
DINO TABACCHI ("Mr. Tabacchi") and EXCALIBUR INVESTMENTS B.V. ("Excalibur")
under the following circumstances:
A. Amendment No. 1 to the Statement on Schedule 13D (the
"Statement") of Mr. Tabacchi and Excalibur dated December 31, 2002 was
filed with the Securities and Exchange Commission (the "SEC") on
January 10, 2003 relating to their beneficial ownership of shares of
common stock of Sight Resource Corporation.
B. Amendment No. 2 to the Statement dated September 17, 2003
was filed with the SEC on September 19, 2003.
C. Amendment No. 3 to the Statement is being prepared on
behalf of Mr. Tabacchi and Excalibur for filing with the SEC.
D. Mr. Tabacchi and Excalibur wish to confirm that the
Amendment No. 3 to the Statement, and any additional amendments to the
Statement, are to be filed on behalf of each of them.
NOW, THEREFORE, Mr. Tabacchi and Excalibur agree to the joint filing
on behalf of each of them an Amendment No. 3 of the Statement on Schedule 13D
with respect to the beneficial ownership of shares of Common Stock of Sight
Resource Corporation, and all additional amendments thereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.
EXCALIBUR INVESTMENTS B.V.
/s/ David A. Newberg By /s/ David A. Newberg
-------------------------------------- -------------------------------------
DINO TABACCHI David A. Newberg, as Attorney-in-Fact
By David A. Newberg, Pursuant to Power of Attorney
As Attorney-in-Fact Filed Herewith
Pursuant to Power of Attorney
Filed Herewith