SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
Sight Resource Corporation
--------------------------
Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(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)
December 31, 2002
-----------------
(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 8 Pages
1 NAME OF REPORTING PERSON E. Dean Butler
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) PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
3,848,678
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
3,848,678
REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,254
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)
8.2%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP No. 82655N105 13D Page 3 of 8 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 E. Dean Butler (the "Reporting
Person").
Mr. Butler is a citizen of the United States. His business
address is c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, Ohio
45243.
Mr. Butler is Chairman of SRC.
During the last five years, Mr. Butler has not been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, Mr. Butler has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
Mr. Butler holds 3,848,678 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 Mr. Butler through the use of personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Of the shares of Common Stock of SRC held by Mr. Butler,
2,598,678 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 of the Schedule 13D of Mr.
Butler 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) Pursuant to a Common Stock Purchase Agreement (the
"Purchase Agreement") among SRC and the parties listed
CUSIP No. 82655N105 13D Page 4 of 8 Pages
below, on December 31, 2002 the parties listed below purchased from SRC the
number of shares of Common Stock indicated below. The shares were sold and
purchased in a private placement at a purchase price of $0.20 per share (the
"Private Placement"):
Purchaser Number of Shares Aggregate Purchase Price
--------- ---------------- ------------------------
Carlyle Venture Partners, L.P. 1,940,295 $ 388,059
Carlyle U.S. Venture Partners, L.P. 257,335 $ 51,467
C/S Venture Investors, L.P. 396,255 $ 79,251
Carlyle Venture Coinvestment, L.L.C. 156,115 $ 31,223
E. Dean Butler 1,250,000 $ 250,000
Excalibur Investments B.V. 5,500,000 $1,100,000
La Sesta S.A. 3,000,000 $ 600,000
Also pursuant to the Purchase Agreement and as of December 31,
2002, SRC issued to Carlyle Venture Partners, L.P., C/S Venture Investors, L.P.,
Carlyle U.S. Venture Partners, L.P. and Carlyle Venture Coinvestment, L.L.C.
(the "Carlyle Entities") an aggregate of 1,849,625 shares of Common Stock as
payment of accrued and unpaid dividends on the shares of Series B Convertible
Preferred Stock, par value $.01 per share (the "Preferred Stock"), held by the
Carlyle Entities.
Also pursuant to the Purchase Agreement and as of December 31,
2002, the Carlyle Entities converted all shares of Preferred Stock held by them
into an aggregate of 3,243,900 shares of Common Stock.
Also pursuant to the Purchase Agreement, the Carlyle Entities
and SRC agreed to the cancellation of certain warrants (being referred to as
Class I (Mirror) Warrants) representing an obligation to purchase an aggregate
of 62,884 shares of Common Stock.
Mr. Butler purchased the additional shares (i) for the purpose
of investment and (ii) to provide to SRC a portion of the funds required by SRC
in connection with the Sixth Loan Modification Agreement (described below).
On December 31, 2002, CadleRock Joint Venture L.P.
("CadleRock") purchased from the holder thereof indebtedness of SRC having a
face amount of $7,120,000. In connection with such purchase, SRC entered into a
Sixth Loan Modification Agreement (the "Modification Agreement") with CadleRock.
Pursuant to the Modification Agreement, (i) SRC paid to CadleRock $1,560,000 and
(ii) CadleRock agreed to the reduction to $2,000,000 of the balance of the
indebtedness owing by SRC. The $2,000,000 is payable June 30, 2004 and bears
interest at the rate of 12% per annum. A $200,000 termination fee is payable by
SRC to CadleRock at the time of payment of the $2,000,000.
A portion of the $2,500,000 received by SRC in consideration of
the shares issued in the Private Placement was used to fund the $1,560,000
payment to CadleRock.
The Purchase Agreement provides that, for a period of three
years, the Board of Directors of SRC shall take such action as may be consistent
with its fiduciary duties to cause the
CUSIP No. 82655N105 13D Page 5 of 8 Pages
Board of Directors to remain consistent with its current composition, subject to
the following: (i) Mr. Dino Tabacchi (a director of SRC and an affiliate of
Excalibur Investments B.V.) and one representative of the Carlyle Entities will
be members of the Board; (ii) Mr. Marco Brustio (who was elected to the Board on
December 31, 2002 and who is a director of La Sesta S.A.) will be a member of
the Board; and (iii) the Board shall nominate an additional director who shall
have significant financial and accounting expertise and who is neither employed
by SRC nor any affiliate of SRC as an employee or consultant, and the identity
and financial and accounting experience of such director shall be reasonably
satisfactory to the Carlyle Entities; and (iv) Mr. Tabacchi shall have the right
to designate a director to fill the first vacancy on the Board (other than
vacancies related to the positions reserved for the Carlyle Entities and Mr.
Brustio).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Butler owns 3,848,678 shares of Common Stock of SRC. Mr.
Butler also holds options to purchase (i) 86,486 shares of Common Stock at a
purchase price of $0.20 per share, and (ii) 175,000 shares at a purchase price
of $0.36 per share. Of such option shares, 101,576 may be purchased by Mr.
Butler within 60 days from the date of this Statement.
Based upon the foregoing, Mr. Butler is the beneficial owner of
3,950,254 shares of Common Stock (3,848,678 shares owned directly, and 101,576
shares which may be acquired within 60 days pursuant to exercise of the options
held by Mr. Butler). Such shares represent 8.2% of the shares of Common Stock
outstanding (calculated as provided in Rule 13d-3).
Mr. Butler has the sole power to vote or direct the vote of,
and the sole power to dispose of or direct the disposition of, the shares owned
by him.
Other than as described in this Statement, no transactions in
shares of Common Stock of SRC were effected during the past 60 days by Mr.
Butler.
An additional 702,792 shares of Common Stock are held in trust
for the benefit of Mr. Butler's children. Mr. Butler disclaims beneficial
ownership of those shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Information with respect to contracts, arrangements,
understandings or relationships relating to the shares of Common Stock of SRC
acquired by Mr. Butler in connection with the acquisition of eyeshop.com inc by
SRC appears in Item 6 of the Schedule 13D of Mr. Butler and certain other
parties dated June 4, 2001 and filed with the SEC on that date. Such information
is hereby incorporated by reference.
CUSIP No. 82655N105 13D Page 6 of 8 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 Items 4 and 6 of the Schedule 13D of E. Dean Butler and
certain other parties dated June 4, 2001 and filed with the
SEC on that date are hereby incorporated by reference.
Exhibit 3 Power of Attorney of E. Dean Butler
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 10, 2003
/s/ Duane Kimble Jr.
----------------------------------------
Duane Kimble Jr. as Attorney-in-Fact for
E. Dean Butler
CUSIP No. 82655N105 13D Page 7 of 8 Pages
EXHIBIT 3
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Carene Kunkler
and Duane Kimble Jr., and each of them individually, 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 and/or director 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 each 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 attorneys-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.
CUSIP No. 82655N105 13D Page 8 of 8 Pages
IN TESTIMONY WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 8th day of January, 2003.
/s/ E. Dean Butler
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E. DEAN BUTLER