UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event
reported): April 1, 2009
EMERGING VISION,
INC.
(Exact
name of Registrant as specified in its charter)
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New York
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001-14128
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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
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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Amendment on Form 8-K/A amends Emerging Vision, Inc.’s (the “Company”) Current
Report on Form 8-K filed with the Securities and Exchange Commission on April 1,
2009 (the “Initial Form 8-K”) to include additional information regarding the
omission of Miller, Ellin & Company, LLP’s (“Miller Ellin”) opinion for the
year ended December 31, 2006, which should have been included pursuant to Item
4.01 of Form 8-K.
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Item
4.01
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Changes in
Registrant’s Certifying
Accountant
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By letter dated February 12, 2009,
Emerging Vision, Inc. (the “Company”) was advised that effective January 1,
2009, Miller, Ellin & Company, LLP (“Miller Ellin”), the Company’s
independent accountant, and the principal accountant who was engaged in December
2008 to audit the Company’s financial statements, consummated a merger of its
practice into the practice of Rosen Seymour Shapss Martin & Company LLP
(“Rosen Seymour”), with Rosen Seymour the resulting surviving legal
entity. By virtue of that merger, Rosen Seymour succeeded Miller
Ellin as our independent accountants.
The audit report of Miller Ellin on the
Company’s financial statements for the fiscal year ended December 31, 2007 and
the audit report of Miller Ellin on the Company’s financial statements for the
fiscal year ended December 31, 2006, both expressed unqualified
opinions. Such audit reports did not contain an adverse opinion or
disclaimer of opinion or qualification. During the Company’s two most
recent fiscal years and the period thereafter through the date of the merger,
there were no disagreements with Miller Ellin on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of Miller Ellin, would
have caused such entity to make reference to such disagreements in its
reports. During the Company’s two most recent fiscal years and
through the date of the Merger, no “reportable events” (as described in Item
304(a)(1)(v) of Regulation S-K) occurred that would be required by Item
304(a)(1)(v) to be disclosed in this report.
Prior to the merger, the Company did
not consult with Rosen Seymour with respect to (i) the application of accounting
principles to a specific transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the company’s financial
statements; or (iii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
The
Company has requested that Miller Ellin and Rosen Seymour review the disclosures
contained in this report and has asked each of them to furnish the Company with
a currently dated later addressed to the SEC containing any new information,
clarification of the expression of the Company’s views or the respects in which
it does not agree with the statements made by it in response to Item 304(a) of
Regulation S-K. A copy of each such letter is filed as an exhibit to
this report.
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Item
9.01
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Financial Statements and
Exhibits
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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/ Brian P.
Alessi
Name: Brian P. Alessi
Title: Chief Financial
Officer
Date:
April 6, 2009