SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)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)
Carene S. Kunkler
6725 Miami Avenue
Cincinnati, Ohio 45243
(513) 527-9700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 2003
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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 7 Pages
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1 NAME OF REPORTING PERSON LA SESTA S.A.
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)
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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
Luxembourg
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NUMBER OF 7 SOLE VOTING POWER
6,447,178
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 6,447,178
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,447,178
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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)
12.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 82655N105 13D Page 3 of 7 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 La Sesta S.A. ("La Sesta")
(the "Reporting Person").
La Sesta is a Luxembourg corporation. Its business address
is c/o MEVEA s.a.r.l. (attention Mr. R. Meneguz), 6-12 Place d'Armes L-1136,
Luxembourg.
Directors of La Sesta are:
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Residence or Business Country of
Director Address Citizenship
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Marco Brustio Piazza Parrocchiale 1 Italy
21020 Galliate
Lombardo (VA)
Italy
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Giovanni Orsi Mazzucchelli Via Petrarca 24 Italy
21100 Varese
Italy
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Marco Orsi Mazzucchelli Via Petrarca 20 Italy
21100 Varese
Italy
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Mr. Brustio is a director of SRC.
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.
CUSIP No. 82655N105 13D Page 4 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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La Sesta holds 6,447,178 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.
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(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.
(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 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 a purchase
price of $.20 per share, as follows:
CUSIP No. 82655N105 13D Page 5 of 7 Pages
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Carlyle Entity Number of Shares Number of Shares Put to La
Put to Mr. Tabacchi Sesta
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Carlyle Venture Partners, L.P. 1,317,049 329,262
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Carlyle U.S. Venture Partners, 174,675 43,669
L.P.
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C/S Venture Investors, L.P. 268,972 67,243
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Carlyle Venture Coinvestment, L.L.C. 105,970 26,493
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TOTAL 1,866,666 466,667
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In accordance with such exercise, La Sesta purchased an
additional 466,667 shares of Common Stock of SRC at $.20 per share, effective
September 17, 2003.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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La Sesta owns 6,447,178 shares of Common Stock of SRC,
constituting 12.8% 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
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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 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
CUSIP No. 82655N105 13D Page 6 of 7 Pages
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.
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.
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 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 S.A. (incorporated by reference from Exhibit 4
to Amendment 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002
and filed with the SEC on January 10, 2003).
CUSIP No. 82655N105 13D Page 7 of 7 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: September 17, 2003
/s/ Carene Kunkler
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Carene Kunkler, as Attorney-In-Fact for
La Sesta S.A., pursuant to previously filed Power
of Attorney (incorporated by reference from
Exhibit 4 to Amendment No. 1 to the Statement on
Schedule 13D for La Sesta, S.A. dated December
31, 2002 and filed with the Securities and
Exchange Commission on January 10, 2003).