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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): October 23, 2002
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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Emerging Vision, Inc. issued a press release on October 23, 2002 regarding
the announcement of its rights offering, a copy of which 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 October 23, 2002, with respect to the
Registrant's rights offering of shares of its common stock and warrants to
purchase additional shares of common 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,
Chief Financial Officer,
Treasurer and Secretary
Date: October 23, 2002
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EXHIBIT INDEX
Exhibit No. Document.
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99.1 Press Release, dated October 23, 2002, with respect to the
Registrant's rights offering of shares of its common stock and warrants to
purchase additional shares of common stock.
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EXHIBIT NO. 99.1
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FOR IMMEDIATE RELEASE
EMERGING VISION, INC.
ANNOUNCES RIGHTS OFFERING
Garden City, New York (Business Wire) - October 23, 2002 - Emerging Vision,
Inc. (OTCBB: ISEE.OB) today announced that it has filed a registration statement
with the Securities and Exchange Commission in connection with a rights offering
to its shareholders, as of a record date to be determined. The rights offering
will consist of 50,000,000 units, with each unit consisting of one share of the
Company's common stock, and a warrant, having a term of twelve (12) months, to
purchase one additional share of common stock at an exercise price equal to the
average of the last reported sales price, of the common stock, during the ten
(10) trading days immediately preceding the closing date of the offering.
The terms of the rights offering will provide that each shareholder will be
granted approximately 1.67 non-transferable rights for every share of common
stock owned as of the record date. Each right will be exercisable for one unit
at a price of $0.04, the proceeds of which will be used to repay the amounts
outstanding under the Company's existing credit facility and term loan, to fund
its plan to continue to close non-profitable stores and for general corporate
and working capital purposes.
In addition, an oversubscription privilege has been included, allowing
shareholders to subscribe for additional units not subscribed for by other
shareholders pro rata based on the number of units purchased under the basic
subscription privilege. No fractional rights will be issued, but the Company
will round the number of rights its shareholders receive down to the nearest
whole number.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold, nor may offers to buy be accepted prior to the time
the registration statement becomes effective, and will be made only by means of
a prospectus. This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
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 185 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".
All statements contained herein (other than historical facts) are based
upon current expectations. These statements are forward looking in nature and
involve a number of risks and uncertainties. Actual results may differ
materially from the anticipated results or other expectations expressed in the
Company's forward looking statements. Generally, the words "anticipate",
"believe", "possible", "estimate" and "expects" and similar expressions, as they
relate to the Company and/or its management, are intended to identify forward
looking statements.
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Contact:
Emerging Vision, Inc.
Christopher G. Payan
(516) 390-2134
chris.payan@sterlingoptical.com
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