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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): May 1, 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 interests 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 Company'sproposed 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*
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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 1, 1998
*To be filed by Amendment.
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