form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________
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):
August
8, 2007
EMERGING
VISION, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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No.001-14128
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No.11-3096941
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Quentin Roosevelt Boulevard
Garden
City, New York 11530
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (516)
390-2100
Former
name or former address, if changed since last report:
N/A
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 (see General Instructions A.2.):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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))
Item
1.01 Entry into a Material Definitive Agreement
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
August
8, 2007, Emerging Vision, Inc. (the “Company”) entered into a Revolving Line of
Credit Note and Credit Agreement (the “Credit Agreement”) with Manufacturers and
Traders Trust Corporation (“M&T”), establishing a revolving credit facility
(the “Credit Facility”), for aggregate borrowings of up to $6.0 million, to be
used for general working capital needs and certain permitted
acquisitions. This Credit Facility replaces the Company’s previous
revolving line of credit facility with M&T, established in August,
2005. The initial term of the Credit Facility expires in August
2009. All sums drawn by the Company under the Credit Facility are
repayable interest only on a monthly basis, commencing on the first day of
each
month during the term of the Credit Facility, calculated at the variable rate
of
two hundred seventy five basis points in excess of LIBOR, and all principal
actually drawn by the Company payable on August 1, 2009. The total
outstanding borrowings under the Credit Facility may be accelerated by M&T
upon the occurrence of one or more events, including, without limitation, the
Company’s failure to satisfy certain financial covenants (set forth in the
Credit Agreement).
In
order
to secure repayment of the aggregate borrowings made under the Credit Facility,
the Company entered into Security Agreements with M&T, pursuant to which (i)
the Company and certain of its wholly-owned subsidiaries granted M&T a
security interest in substantially all of its respective tangible and intangible
assets, and (ii) certain of the Company’s wholly-owned subsidiaries executed a
Guaranty, pursuant to which such subsidiaries guaranteed the performance of
the
Company’s obligations to M&T in respect of the Credit Facility.
As
of
August 13, 2007, there was outstanding under the Credit Facility $4,359,423,
of
which $750,000 was drawn for general working capital requirements, and the
remaining $3,609,423 of which was drawn to fund the purchase price (the
"Purchase Price") payable in connection with the acquisition, by OG
Acquisition, Inc. (“Purchaser”), the Company’s wholly-owned subsidiary, of (i)
all of the equity ownership interests in , 1725758 Ontario Inc., d/b/a The
Optical Group (“OG”), and (ii) substantially all of the tangible and intangible
assets of Corowl Optical Credit Services, Inc. (“COC”).
The
descriptions of the Credit Facility and the related transactions are qualified
in their entirety by reference to the Credit Agreement, Security Agreements
and
Guarantees filed as Exhibits 10.1 through 10.11 hereto, and which are
incorporated herein by this reference.
Item
2.01 Completion of Acquisition or Disposition of
Assets
Pursuant
to a Business Purchase Agreement (the “Purchase Agreement”), dated June 29,
2007, among the Company’s wholly-owned subsidiary, Purchaser, OG, COC and Grant
Osborne, on August 10, 2007, in consideration of the payment of the Purchase
Price, and the assumption of certain accounts payable of OG and COC, (i)
Purchaser acquired all of the equity ownership interests in OG, and (ii)
Purchaser acquired substantially all of the tangible and intangible assets
of
COC.
The
descriptions of the Purchase Agreement and the related agreements and
transactions are qualified in their entirety by reference to the Purchase
Agreement, which is incorporated herein by reference to the Company’s Form 8-K
filed on July 5, 2007, to which the Purchase Agreement is attached as
Exhibit 10.1 thereto.
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Item
9.01
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Financial
Statements and
Exhibits.
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(a) The
financial information required by this item is not included in this initial
report on Form 8-K but will be filed by amendment not later than 71 days after
the date that this initial report on Form 8-K is required to be
filed.
(b) The
pro forma financial information required by this item is not included in this
initial report on Form 8-K but will be filed by amendment not later than 71
days
after the date that this initial report on Form 8-K is required to be
filed.
(d) Exhibits.
Exhibit
10.1 Revolving Line of
Credit Note and Credit Agreement
Exhibit
10.2 Absolute Assignment
of Franchise Notes and Proceeds Due
Exhibit
10.3 General Security
Agreement - Emerging Vision, Inc.
Exhibit
10.4 General Security
Agreement - Combine Buying Group, Inc.
Exhibit
10.5 General Security
Agreement - OG Acquisition, Inc.
Exhibit
10.6 General Security
Agreement - 1725758 Ontario Inc. d/b/a The Optical Group
Exhibit
10.7 Continuing Guaranty -
Combine Buying Group, Inc.
Exhibit
10.8 Continuing Guaranty
- OG Acquisition, Inc.
Exhibit
10.9 Continuing Guaranty -
1725758 Ontario Inc. d/b/a The Optical Group
Exhibit
10.10 Pledge Agreement and
Assignment
Exhibit
10.11 United States
Trademark Collateral Assignment and Security Agreement by Emerging Vision,
Inc.
[Signature
on following page]
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.
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By:
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/s/
Christopher G. Payan
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Name:
Christopher G. Payan
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Title:
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Chief
Executive Officer
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