ORSI MAZZUCCHELLI
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
--------------
(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
1 NAME OF REPORTING PERSON ORSI MAZZUCCHELLI S.P.A.(1)
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) WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
NUMBER OF 7 SOLE VOTING POWER
7,380,511
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
7,380,511
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,380,511
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)
14.6%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Successor by merger to La Sesta S.p.A.
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CUSIP No. 82655N105 13D Page 3 of 11 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 Orsi Mazzucchelli S.p.A. ("Orsi
Mazzucchelli") (the "Reporting Person"), which is the successor by merger to La
Sesta S.p.A, an Italian company, the successor to LaSesta, S.A., a Luxembourg
company ("La Sesta"). Mr. Marco Brustio is the managing director of Orsi
Mazzucchelli and Mr. Brustio's spouse owns 33% of Orsi Mazzucchelli. Orsi
Mazzucchelli is an Italian corporation. Its business address is via Mazzucchelli
7, 21043 Castiglione Olona, Varese, Italy. Its principal business is an
investment holding company.
During the last five years, Orsi Mazzucchelli has not been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, Orsi Mazzucchelli 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Orsi Mazzucchelli holds 7,380,511 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 Orsi Mazzucchelli or its precessor, La Sesta, through the use of
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Of the shares of Common Stock of SRC held by Orsi Mazzucchelli,
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 held by Orsi
Mazzucchelli 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.,
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CUSIP No. 82655N105 13D Page 4 of 11 Pages
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. ("Excalibur")
and 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 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 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, 2005, the Carlyle Entities entered into a
Closing Agreement with each of 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
purchase 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, May 6, August 3, June 30, May 6, August 3,
2003 2004 2005 2003 2004 2005
--------- --------- --------- -------- --------- -----------
Carlyle Venture 1,317,049 1,317,049 1,317,049 329,262 329,262 329,264
Partners, L.P.
Carlyle U.S. 174,675 174,675 174,676 43,669 43,669 43,668
Venture
Partners, L.P.
C/S Venture 268,972 268,972 268,973 67,243 67,243 67,243
Investors, 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
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CUSIP No. 82655N105 13D Page 5 of 11 Pages
In accordance with such exercises, La Sesta purchased an additional
466,667 shares of Common Stock of SRC at $.20 per share, on each of September
17, 2003 and May 6, 2004, and Orsi Mazzucchelli, as successor to La Sesta,
purchased an additional 466,666 shares for $.25 per share on August 3, 2005, for
a total of 1,400,000 shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Orsi Mazzucchelli owns 7,380,511 shares of Common Stock of SRC,
constituting 14.6% of all shares outstanding.
Orsi Mazzucchelli 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 Orsi
Mazzucchelli.
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 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 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. 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 Option"). This transaction was effective August 3, 2005. Mr.
Tabacchi assigned his rights and obligations with respect to each such exercise
to Excalibur.
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CUSIP No. 82655N105 13D Page 6 of 11 Pages
The Put Agreement also granted to Mr. Tabacchi and La Sesta the
right 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 La Sesta
S.A. dated December 31, 2002 and filed with the SEC on
January 10, 2003).
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.
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 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., Marco Brustio, and Orsi
Mazzucchelli S.p.A.
Exhibit 6 Power of Attorney of Orsi Mazzucchelli, S.p.A.
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CUSIP No. 82655N105 13D Page 7 of 11 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 Orsi Mazzucchelli, S.p.A, pursuant
to Power of Attorney filed herewith
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