SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
Sight Resource Corporation
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
82655N105
---------
(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
------------------
(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 2 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
50,000
SHARES ------- -----------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
15,174,351
OWNED BY ------- -----------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
50,000
REPORTING ------- -----------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
15,174,351
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,224,351
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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)
IN
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CUSIP No. 82655N105 13D Page 3 of 3 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)
----------- -----------------------------------------------------------------------------------------------------------------------
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
---------------------------------------------- ------- ----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES ------- -----------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
13,366,666
OWNED BY ------- -----------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ------- -----------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,366,666
----------- -----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,366,666
----------- -----------------------------------------------------------------------------------------------------------------------
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)
26.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 82655N105 13D Page 4 of 4 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.
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 EJ, Amsterdam.
Controlling persons of Excalibur are:
--------------------- ----------------------- ------------------------
Controlling Person Residence or Country of
Business Address Citizenship/Place of
Organization
--------------------- ----------------------- ------------------------
Intra Beheer B.V. Leidsekade 98, Netherlands
1017 PP
Amsterdam
--------------------- ----------------------- ------------------------
Dino Tabacchi Via Umberto I, 82 Italy
35122 Padova
Italy
--------------------- ----------------------- ------------------------
Edec Holdings srl Galleria Storione 7 Italy
35100 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 5 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, 13,666,666 are held by Excalibur, and 1,807,685 are held by Euro
Ventures Equity Holdings B.V. ("Euro Ventures"). Euro Ventures is a wholly-owned
subsidiary of E-Venture.it S.p.a. ("Venture"). Mr. Tabacchi is a 30% shareholder
of, and is President of, Venture. 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 and Euro Ventures through
the use of working capital.
ITEM 4. PURPOSE OF TRANSACTION.
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(a) All of the shares of Common Stock of SRC held by Euro Ventures, and
6,000,000 of the shares 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 Euro Ventures, 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 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 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 6 of 6 Pages
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Number of Shares Number of Shares Put to
Carlyle Entity Put to Mr. Tabacchi La Sesta
---------------------------------------- ------------------------ -------------------------
Carlyle Venture Partners, L.P. 1,317,049 329,262
---------------------------------------- ------------------------ -------------------------
Carlyle U.S. Venture Partners, L.P. 174,675 43,669
---------------------------------------- ------------------------ -------------------------
C/S Venture Investors, L.P. 268,972 67,243
---------------------------------------- ------------------------ -------------------------
Carlyle Venture Coinvestment,
L.L.C. 105,970 26,493
---------------------------------------- ------------------------ -------------------------
TOTAL 1,866,666 466,667
---------------------------------------- ------------------------ -------------------------
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, effective
September 17, 2003.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Excalibur holds 13,666,666 shares of Common Stock of SRC, constituting
26.5% of all shares outstanding. Excalibur and Mr. Tabacchi share voting and
investment power with respect to those shares.
Euro Ventures holds 1,807,685 shares of Common Stock of SRC. Euro
Ventures is a wholly-owned subsidiary of Venture. Mr. Tabacchi is a 30%
shareholder of, and is President of, Venture. Mr. Tabacchi and Euro Ventures
share voting and investment power with respect to the shares held by Euro
Ventures. During the last five years, Euro Ventures has not (i) been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors
or (ii) 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.
In addition, Mr. Tabacchi holds an option to purchase 75,000 shares of
Common Stock at a purchase price of $0.36 per share. Of such option shares,
50,000 may be purchased by Mr. Tabacchi within 60 days from the date of this
Statement.
Based upon the foregoing, Mr. Tabacchi beneficially owns 15,224,351
shares of Common Stock of SRC, constituting 30.2% 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.
CUSIP No. 82655N105 13D Page 7 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
------ -------------------------------------------
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 Euro
Ventures and Excalibur in connection with the acquisition of eyeshop.com inc. by
SRC appears in Item 6 of the Schedule 13D of Euro Ventures, 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. Dino Tabacchi, La Sesta S.A., 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.
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 Euro Ventures
Equity Holdings B.V. and Excalibur Investments B.V.
dated June 4, 2001 and filed with the SEC on that date.
CUSIP No. 82655N105 13D Page 8 of 8 Pages
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 Power of Attorney of Dino Tabacchi. (incorporated by
reference from Exhibit 4 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 6 Power of Attorney of Excalibur Investments B.V.
(incorporated by reference from Exhibit 4 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 7 Joint Filing Agreement dated as of September 17, 2003
between Dino Tabacchi and Excalibur Investments B.V.
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 .
---------------------------------------
Carene Kunkler, as Attorney-in-Fact for
Dino Tabacchi and Excalibur Investments
B.V. pursuant to previously filed Power
of Attorney (incorporated by reference
from Exhibit 4 to Amendment No. 1 to
the Statement on Schedule 13D for Dino
Tabacchi and Excalibur Investments,
B.V. dated December 31, 2002 and filed
with the Securities and Exchange
Commission on January 10, 2003)
EXHIBIT 7
JOINT FILING AGREEMENT
THIS AGREEMENT is entered into as of the 17th day of September,
2003 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 is being prepared on
behalf of Mr. Tabacchi and Excalibur for filing with the SEC.
B. Mr. Tabacchi and Excalibur wish to confirm that the
Amendment No. 2 to the Statement is 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 of the Amendment No.2 to the Statement on
Schedule 13D with respect to the beneficial ownership of shares of Common Stock
of Sight Resource Corporation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.
/s/ Carene Kunkler EXCALIBUR INVESTMENTS B.V.
---------------------------------------
Carene Kunkler, as Attorney-in-Fact for
Dino Tabacchi
Pursuant to Previously Filed By /s/ Carene Kunkler
Power of Attorney ----------------------------------
Carene Kunkler, as Attorney-in-Fact
for Excalibur Investments B.V.
Pursuant to Previously Filed Power
of Attorney