EXCALIBUR/TABACCHI
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)(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)
August 3, 2005
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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 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 9 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) [ ]
A MEMBER OF A GROUP (b) This is a joint filing
(See Instructions) 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
SHARES
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
17,100,001
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
17,100,001
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 17,100,001
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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)
33.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 82655N105 13D Page 3 of 9 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)(l)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
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
17,100,001
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
17,100,001
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 17,100,001
--------------------------------------------------------------------------------
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)
33.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 82655N105 13D Page 4 of 9 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 8100 Beckett Center Drive,
West Chester, OH 45069.
ITEM 2. IDENTITY AND BACKGROUND.
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
Teleportboulevard 140, 1043 EJAmsterdam.
Controlling persons of Excalibur are:
Country of
Residence or Business Citizenship/Place of
Controlling Person Address Organization
------------------ ---------------------- --------------------
ING Management Teleport Boulevard 140 The Netherlands
(Nederland) B.V. 1043 EJAmsterdam
Dino Tabacchi Via Umberto I Italy
82-35122 Padova
Italy
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 9 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the 17,100,001 shares of Common Stock of SRC beneficially
owned by Mr. Tabacchi, are held by Excalibur.(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.
(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
$.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 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. On August 3,
------------------
(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 9 Pages
2005, the Carlyle Entities entered into a Closing Agreement with each of Orsi
Mazzucchelli, S.p.A., as successor to La Sesta ("Orsi Mazzucchelli"), and Mr.
Tabacchi pursuant to which the Carlyle Entities exercised their respective
rights to require Orsi Mazzucchelli, as successor to La Sesta, and Mr. Tabacchi
to purchase the final 2,333,334 shares of Common Stock of SRC subject to the Put
Agreement at a price of $.25 per share. The following table summarizes the
exercises by the Carlyle Entities of their rights under the Put Agreement:
Number of Shares Number of Shares
Carlyle Entity Put to Mr. Tabacchi Put to La Sesta/Orsi Mazzucchelli
------------------------- -------------------------------------------- ---------------------------------------------
June 30, 2003 May 6, 2004 August 3, 2005 June 30, 2003 May 6, 2004 August 3, 2005
------------- ------------ -------------- ------------- ------------ ---------------
Carlyle Venture Partners, 1,317,049 1,317,049 1,317,049 329,262 329,262 329,264
L.P.
Carlyle U.S. Venture 174,675 174,675 174,676 43,669 43,669 43,668
Partners, L.P.
C/S Venture Investors, 268,972 268,972 268,973 67,243 67,243 67,243
L.P.
Carlyle Venture 105,970 105,970 105,970 26,493 26,493 26,491
Coinvestment, L.L.C.
TOTALS 1,866,666 1,866,666 1,866,668 466,667 466,667 466,666
Mr. Tabacchi assigned his rights and obligations with respect to
such exercises 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, and an additional
18,666,668 shares of Common Stock of SRC at $0.25 per share on August 3, 2005,
for a total of 5,600,000 shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Excalibur holds 17,100,001 shares of Common Stock of SRC,
constituting 33.9% of all shares outstanding. Excalibur and Mr. Tabacchi share
voting and investment power with respect to those shares. The ownership of
Common Stock of SRC described in this Amendment does not include any options
that Mr. Tabacchi may hold and that are executable written 60 days from the date
of this Amendment.
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 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 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 9 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. The purchase and sale of such shares was effective September 17,
2003. 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. In addition, on August 3, 2005, the Carlyle Entities exercised their
respective rights to require Mr. Tabacchi and Orsi Mazzucchelli, as successor to
La Sesta, to purchase an additional 2,333,334 shares of Common Stock of SRC at
$.25 per share (the "Final Options"). This transaction was effective August 3,
2005. Mr. Tabacchi assigned his rights and obligations with respect to each such
exercise to Excalibur.
The Put Agreement also granted to Mr. Tabacchi and La Sesta certain
rights to purchase shares that the Carlyle Entities proposed to sell to a third
party on terms no less favorable than those offered by the third party
purchaser.
(c) On August 3, 2005, each of Orsi Mazzucchelli, as successor to La
Sesta, on one hand, and Excalibur and Mr. Tabacchi, on the other hand, entered
into a Closing Agreement with the Carlyle Entities pursuant to which the Carlyle
Entities exercised their respective Final Options under the Put Agreement and
the parties released each other from any claims relating to the Put Agreement.
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 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 9 Pages
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.
Exhibit 5 Closing Agreement dated August 3, 2005 among Carlyle
Venture Partners, L.P., C/S Venture Investors, L.P.,
Carlyle U.S. Venture Partners, L.P., Carlyle Venture
Coinvestment, L.L.C., Dino Tabacchi and Excalibur
Investments B.V.
Exhibit 6 Power of Attorney of Dino Tabacchi (incorporated by
reference from Exhibit 5 to Amendment 3 to the Schedule
13D of Dino Tabacchi and Excalibur Investments B.V. dated
May 6, 2004 and filed with the SEC on January 19, 2005).
Exhibit 7 Power of Attorney of Excalibur Investments B.V.
(incorporated by reference from Exhibit 6 to Amendment 3
to Schedule 13D of Dino Tabacchi and Excalibur Investments
B.V. dated May 6, 2004 and filed with the SEC on
January 19, 2005).
Exhibit 8 Joint Filing Agreement (incorporated by reference from
Exhibit 7 to Amendment 3 of Schedule 13D of Dino Tabacchi
and Excalibur Investments B.V. dated May 6, 2004 and filed
with the SEC on January 19, 2005).
CUSIP No. 82655N105 13D Page 9 of 9 Pages
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 August 4, 2005 /s/ David A. Newberg
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David A. Newberg, as Attorney-In-Fact
for Dino Tabacchi and Excalibur
Investments B.V. pursuant to
previously filed Powers of Attorney
filed herewith (incorporated by
reference from Exhibits 6 and 7
to Amendment 3 to Schedule 13D for
Dino Tabacchi and Excalibur
Investments B.V. dated May 6, 2004
and filed with the SEC on
January 19, 2005)