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UNITED STATES
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): January 14, 2005
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SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-13606 94-3189941
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
10590 West Ocean Air Drive, Suite 300
San Diego, CA 92130
(Address of principal executive offices)
(858)
509-9899 (Registrant's
telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On January 14, 2005, SOLA International Inc., a Delaware corporation (the
"Company"), issued a press release announcing that it will hold a special
meeting of shareholders on February 28, 2005 for the purpose of voting on the
Agreement and Plan of Merger, dated December 5, 2004 among the Company, Carl
Zeiss TopCo GmbH, a German company ("GMBH") and Sun Acquisition, Inc., a
Delaware corporation and an indirect wholly-owned subsidiary of GMBH. The
Company also announced that shareholders of record of the Company as of the
close of business on January 24, 2005 will be entitled to vote at the special
meeting. The Company intends to mail the proxy materials in connection with the
special meeting of shareholders shortly after January 24, 2005.
A copy of the press release issued by the Company on January 14, 2005
announcing the date of the special meeting and the record date is filed as an
exhibit hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 14, 2005
SOLA INTERNATIONAL INC.
By: /s/ Ronald F. Dutt
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Name: Ronald F. Dutt
Title: Executive Vice President &
Chief Financial Officer