UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
EMERGING VISION, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
859727109
(CUSIP Number)
Dr. Robert Cohen
100 Quentin Roosevelt Blvd., Suite 400
Garden City, New York 11530
(516) 390-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 2003
(Date of Event which Requires Filing Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ X ].
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Robert Cohen
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [__]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [__]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER 7,424,060*
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 7,424,060*
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,424,060*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.88%*
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14. TYPE OF REPORTING PERSON
IN
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* Includes warrants and options to purchase 3,702,035 shares of the issuer's
common stock which are exercisable within the 60 day period following the date
hereof. In determining the percentage of class represented by the amount in row
(11), 3,702,035 shares were added to the total outstanding shares of the
issuer's common stock.
EXPLANATORY NOTE
On April 14, 2003, the reporting person acquired 2,952,035 units in the
Company's shareholders rights offering, each unit consisting of one share of
common stock and one warrant.
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Emerging Vision, Inc., a New York corporation, which
has its principal executive offices at 100 Quentin Roosevelt Boulevard, Garden
City, New York 11530. This statement relates to the Company's common stock,
$0.01 par value per share.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f). DR. ROBERT COHEN. This Schedule 13D is being filed by Dr. Robert Cohen,
a citizen of the United States of America. Dr. Cohen's principal business
address is 100 Quentin Roosevelt Blvd., Suite 400, Garden City, New York 11530.
Dr. Cohen's principal occupation is an entrepreneur, business owner and
operator. During the last five years, Dr. Cohen has not been (A) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(B) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person used personal funds to acquire the units. The purchase
price per unit was $0.04.
ITEM 4. PURPOSE OF TRANSACTION.
On April 14, 2003, the reporting person acquired 2,952,035 units in the
Company's shareholders rights offering, each unit consisting of one share of
common stock and one warrant. The reporting person's acquisition of units on
April 14, 2003 as part of the Company's rights offering. This transaction was
for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount of Securities Beneficially Owned: 7,424,060
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct vote: 7,424,060
(ii) Shared power to vote or direct vote: 0
(iii) Sole power to dispose of or direct disposition of
shares: 7,424,060
(iv) Shared power to dispose of or direct disposition of
shares: 0
(c) Transactions in securities of the Company within last 60 days:
Acquisition of units in Company's shareholders rights offering, each consisting
of one share of common stock and one warrant.
(d) Third party right to receive dividends or proceeds from sale of
securities: None
(e) Date reporting person ceased to be the beneficial owner of more
than five percent of the class of securities: Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Offering Group has an oral understanding regarding the voting of each
member's respective shares in favor of the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 11, 2003
/s/ Dr. Robert Cohen
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DR. ROBERT COHEN