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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 13, 1998 (April 24, 1998)
STERLING VISION, INC.
(Exact Name of Registrant as Specified in Charter)
New York 1-14128 11-3096941
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1500 Hempstead Turnpike
East Meadow, New York 11554
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(Address of Principal Executive Offices)
(516) 390-2100
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
On or about April 15, 1998, the members of the Registrant's Executive
and Audit Committees considered the reappointment of Deloitte & Touche LLP
("Deloitte"), the Company's principal accountants which audited its financial
statements for the fiscal years ended December 31, 1995 through December 31,
1997, and determined it was in the best interest of the Company to select
another firm of independent public accountants, as the auditors of the Company
for the 1998 fiscal year. In response to such determination, certain of the
Company's management team commenced their selection process by interviewing a
number of other firms of certified public accountants.
On April 24, 1998, the Audit Committee recommended to the Board that it
select Arthur Andersen LLP ("Andersen") as such auditors, which recommendation
was so accepted by the Board. Also, on April 24, 1998, Deloitte notified the
Company, in writing, of its decision to resign as the Company's auditors,
effective immediately.
Deloitte's report for fiscal years ended December 31, 1996 and 1997 did
not contain an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles.
For the year ended December 31, 1997: (i) management and Deloitte
disagreed on the treatment, for financial accounting purposes, of the Company's
Convertible Debentures Due August 25, 1998, which was ultimately resolved to
Deloitte's satisfaction; and (ii) Deloitte advised management of a reportable
condition regarding inventory controls. The Company is addressing this issue
through the installation, in its Company operated stores, of a point-of-sale
computer system. In addition, Deloitte has advised the Company that it is in
disagreement with the
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Company's proposed 1998 accounting treatment of its Senior Convertible Preferred
Stock.
Neither the Board of Directors nor the Audit Committee discussed these
disagreements with Deloitte. The Company has authorized Deloitte to respond
fully to the inquiries of Andersen concerning each of these disagreements.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16. Letter from Deloitte & Touche LLP
SIGNATURES
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.
STERLING VISION, INC.
By: \s\Joseph Silver
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Name: Joseph Silver
Title: Executive Vice President & General Counsel
Date: May 13, 1998
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[Letterhead of Deloitte & Touche LLP]
May 12, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of the Form 8-K of Sterling Vision, Inc. (the "Company")
dated May 1, 1998 and have the following comments:
o We agree with the comments in paragraph 2, sentence 2; paragraph 3;
paragraph 4; sentences 1 and 3; and paragraph 5, sentence 2.
o With respect to paragraph 5, sentence 1, Deloitte & Touche LLP was not
requested to discuss the disagreements with the full Board of Directors or
the Audit Committee. However, Robert Cohen, Chairman of the Board of
Directors and Jerry Lewis, Chief Executive Officer and Director participated
in discussions concerning the disagreement on the Company's accounting for
the Convertible Debentures due August 25, 1998.
o We have no basis to agree or disagree with the comments included in
paragraph 1; paragraph 2, sentence 1; and paragraph 4, sentence 2.
Yours truly,
/s/ Deloitte & Touche LLP
