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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): June 6, 2003
EMERGING VISION, INC.
(Exact name of registrant as specified in its charter)
New York 1-14128 11-3096941
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Quentin Roosevelt Boulevard
Garden City, New York 11530
(Address of principal executive offices) (Zip Code)
(516) 390-2100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
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On June 6, 2003, Emerging Vision, Inc. (the "Registrant") issued a press
release announcing that it had received an unsolicited offer to acquire all of
its outstanding capital stock. A copy of such press release is attached as
Exhibit 99.1 hereto. The press release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) and (b) Not Applicable.
(c) The following exhibit is filed with this report:
Exhibit No. Document
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99.1 Press Release, dated June 6, 2003, with respect to the Registrant's
receipt of an unsolicited offer to acquire all of its outstanding capital stock.
[Signature on following page]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
EMERGING VISION, INC.
By: /s/ Christopher G. Payan
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Name: Christopher G. Payan
Title: Senior Vice President,
Co-Chief Operating Officer and
Chief Financial Officer
Date: June 19, 2003
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EXHIBIT INDEX
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Exhibit No. Document
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99.1 Press Release, dated June 6, 2003, with respect to the Registrant's
receipt of an unsolicited offer to acquire all of its outstanding capital stock.
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EXHIBIT NO. 99.1
FOR IMMEDIATE RELEASE
EMERGING VISION, INC.
RECEIVES OFFER TO ACQUIRE ALL OF ITS OUTSTANDING CAPITAL STOCK
Garden City, New York (Business Wire) - June 6, 2003 - Emerging Vision,
Inc. (OTCBB: ISEE.OB) today announced that it has received an unsolicited offer,
from Horizons Investors Corp., Drs. Robert and Alan Cohen, and certain of the
Cohen family members (the "Offering Group"), to acquire all of the outstanding
capital stock of the Company.
The offer provides that the Offering Group would purchase all of the
outstanding common stock of the Company (collectively, the "Common Stock") for a
price per share of $0.07 (the "Offered Price"), payable in cash, and that
holders of vested employee options and warrants would be entitled to receive, in
cash, the difference, if a positive number, between the Offered Price and the
exercise price of such options and warrants.
Horizons Investors Corp., Drs. Robert and Alan Cohen and certain of the
Cohen family members are the holders of, in the aggregate, approximately
seventy-four (74%) percent of the Company's Common Stock, and Drs. Robert and
Alan Cohen, and Benito R. Fernandez, a principal shareholder of Horizons
Investors Corp., are members of the Board of Directors of the Company. The
members of the Offering Group have indicated that they do not intend to sell
their respective equity ownership interests in the Company to any third party.
The Company is in the process of evaluating the Offering Group's offer but
has not yet made any determinations with respect thereto.
About Emerging Vision
Emerging Vision, Inc. operates one of the largest chains of retail optical
stores and one of the largest franchised optical chains in the United States,
with approximately 186 franchised and Company-owned stores located in 23 states,
the District of Columbia, Ontario, Canada and the U.S. Virgin Islands,
principally operating under the names "Sterling Optical" and "Site for Sore
Eyes".
THIS STATEMENT MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS, WHICH MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS NOT UNDER THE
COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS
OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR
EXPECTATIONS OF THE COMPANY. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO,
THOSE DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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Contact:
Emerging Vision, Inc.
Christopher G. Payan
(516) 390-2134
chris.payan@sterlingoptical.com