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As filed with the Securities and Exchange Commission on August 11, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STERLING VISION, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 11-3096941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Hempstead Turnpike
East Meadow, New York 11554
(Address of Principal Executive Offices)
Sterling Vision, Inc. 1995 Stock Incentive Plan
(Full title of the Plan)
Joseph Silver, Esq.
Executive Vice President, Secretary and General Counsel
1500 Hempstead Turnpike
East Meadow, New York 11554
(Name and address of agent for service)
(516) 390-2100
(Telephone number, including area code, of agent for service)
Copies to:
Robert S. Matlin, Esq.
Julie K. Horowitz, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway
New York, New York 10019
(212) 977-6600
Approximate date of proposed commencement of sales pursuant to the Plan: From
time to time after the effective date of this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of Registration
To Be Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 100,000 $ 5.75 $ 575,000 $ 174.24
Common Stock, par value
$.01 per share 1,026,694 $ 6.00 $ 6,160,164 $1,866.72
Common Stock, par value
$.01 per share 25,000 $ 6.50 $ 162,500 $ 49.24
Common Stock, par value
$.01 per share 102,500 $ 7.50 $ 768,750 $ 232.95
Common Stock, par value
$.01 per share 300,000 $ 7.875 $ 2,362,500 $ 715.91
Common Stock, par value
$.01 per share 400,001 $ 7.9375 $ 3,175,008 $ 962.12
Common Stock, par value
$.01 per share 10,000 $ 8.25 $ 82,500 $ 25.00
Common Stock, par value
$.01 per share 1,535,805 $ 7.06 $10,842,783 $3,285.69
=========
$7,311.87
==========================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee and
based (a) as to shares issuable upon the exercise of outstanding options
under the Plan, on the exercise price of such options, and (b) as to the
balance of the shares reserved for issuance under the Plan, on the
average of the high and low prices of the Company's common stock as
reported on the NASDAQ National Market System on August 7, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Sterling Vision, Inc. (the "Registrant" or the "Company") states that
the below listed documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference and made a part hereof:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997;
(3) the Company's Current Report on Form 8-K,dated February 26, 1997;
(4) the Company's Current Report on Form 8-K,dated April 7, 1997;
(5) the Company's Proxy Statement with respect to the Annual Meeting
to be held on June 20, 1997; and
(6) the Company's Current Report on Form 8-K, dated June 30, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of each such document.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded,
for purposes of this Registration Statement, to the extent that a statement
contained herein, or in any other subsequently filed document that also is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides that a director
shall not be liable to the Company or its shareholders for damages for any
breach of duty in such capacity except for liability in the event a judgment or
other final adjudication adverse to such director establishes that his/her acts
or omissions were in bad faith or involved intentional misconduct or a knowing
violation of law, or that such director personally gained a financial profit or
other advantage to which he was not legally entitled, or that such director's
acts violated Section 719 of the Business Corporation Law of the State of New
York. The Registrant's Bylaws provide that the Company shall indemnify directors
and officers, to the fullest extent permitted by applicable law, for all costs
reasonably incurred in connection with any action, suit or proceeding in which
such director or officer is made a party by virtue of his or her being an
officer or director of the Company if such director or officer acted in good
faith, for a purpose which he/she reasonably believed to be in the best
interests of the Company and in criminal actions and proceedings, in addition,
had no reasonable cause to believe that his/her conduct was unlawful. The
Company has not entered into indemnification agreements with any of its
directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
Item 8. EXHIBITS.
Exhibit No. Description of Document
----------- -----------------------
4.1 Specimen Common Stock Certificate of Registrant(1)
4.2 Form of Convertible Debentures and Warrants
Subscription Agreement, with Exhibits attached
thereto, representing the form of Debenture, Warrant
and Bonus Warrant(2)
4.3 Agreement and Plan of Reorganization, dated
February 19, 1997, as amended, among the Company and
Messrs. David, Alan and Sidney Singer(3)
4.4 Note Amendment and Conversion Agreement, dated as of
April 21, 1997, between the Company and BEC Group,
Inc.(4)
2
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Exhibit No. Description of Document
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5.1 Opinion of Camhy Karlinsky & Stein LLP regarding the
legality of shares of Common Stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Janover Rubinroit, LLC
23.3 Consent of Camhy Karlinsky & Stein LLP (included as part
of Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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(1) Incorporated by reference to Registrant's Registration Statement on
Form S-1 (SEC File No. 33-98368).
(2) Incorporated by reference to Registrant's Current Report on Form 8-K,
dated February 26, 1997.
(3) Incorporated by reference to Registrant's Current Report on Form 8-K,
dated April 7, 1997.
(4) Incorporated by reference to Registrant's Registration Statement on
Form S-3 (SEC File No. 333-26851).
Item 9. UNDERTAKINGS.
A. Rule 415 Offering
The undersigned Registrant hereby undertakes
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect, in the prospectus, any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
3
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provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities, at the time, shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent
Exchange Act Documents by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities, at that time, shall be deemed to be the initial
bona fide offering thereof.
C. Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment, by the Registrant, of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question as to whether such indemnification by it
is against public policy as expressed in the Securities Act, and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Nassau, State of New York, on the 8th day of
August, 1997.
STERLING VISION, INC.
By: /S/ ROBERT B. GREENBERG
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Robert B. Greenberg
Chief Executive Officer
By: /S/ SEBASTIAN GIORDANO
---------------------------------
Sebastian Giordano
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert B. Greenberg and Sebastian
Giordano, singly, as his true and lawful attorney-in-fact and agent, with full
power of substitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments and post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that each said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ ROBERT COHEN Chairman of the Board of Directors August 11, 1997
- -------------------------------------------
Robert Cohen
/S/ ALAN COHEN Vice-Chairman of the Board of August 11, 1997
- ------------------------------------------- Directors
Alan Cohen
/S/ ROBERT B. GREENBERG Chief Executive Officer and Director August 11, 1997
- ------------------------------------------- (Principal Executive Officer)
Robert B. Greenberg
/S/ SEBASTIAN GIORDANO Executive Vice President--Finance, August 11, 1997
- ------------------------------------------- Chief Financial Officer and Treasurer,
Sebastian Giordano (Principal Accounting Officer)
/S/ EDWARD COHEN Director August 11, 1997
- -------------------------------------------
Edward Cohen
/S/ JAY FABRIKANT Director August 11, 1997
- -------------------------------------------
Jay Fabrikant
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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5.1 Opinion of Camhy Karlinsky & Stein LLP
regarding the legality of shares of
Common Stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Janover Rubinroit, LLC
23.3 Consent of Camhy Karlinsky & Stein LLP
(included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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EXHIBIT 5.1
Letterhead of Camhy Karlinsky & Stein LLP
August 11, 1997
Sterling Vision, Inc.
1500 Hempstead Turnpike
East Meadow, New York 11554
Gentlemen:
You have requested our opinion in connection with a Registration
Statement on Form S-8 to be filed by Sterling Vision, Inc. (the "Company") with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, for registration under said Act of 3,500,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), in connection with the
Company's 1995 Stock Incentive Plan (the "Plan").
As counsel for the Company, we have examined such records, documents
and questions of law as we have deemed appropriate for the purposes of this
opinion and, on the basis thereof, advise you that in our opinion the 3,500,000
Shares to be issued by the Company as a result of the exercise, if any, of
options previously granted and to be granted under the Plan, in accordance with
the terms of such options, will be legally issued and outstanding and fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
CAMHY KARLINSKY & STEIN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Sterling Vision, Inc. on Form S-8 of our report dated March 31,
1997, appearing in the Annual Report of Form 10-K of Sterling Vision, Inc. for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
August 11, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our report
dated April 19, 1995 included in the Company's Form 10K for the year ended
December 31, 1996 and to all references to our Firm included in this Form S-8
registration statement.
JANOVER RUBINROIT, LLC
Garden City, New York
July 17, 1997
