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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 14, 1999
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 5. Other Event
On January 14, 1999, the Registrant and the Holders of its Convertible
Preferred Stock entered into an Amendment to the Subscription Agreements
applicable thereto which served to:
1. Reduce the conversion price of all shares of Preferred Stock
converted on or prior to February 10, 1999, from $5.00 to $4.00; and
2. For those shares of Preferred Stock converted on or prior to February
10, 1999, eliminate the price protection guaranty provisions
previously contained in said Subscription Agreement.
Item 7. Financial Statements and Exhibits
Exhibit No. Document.
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10.78 First Amendment to Convertible Preferred Stock and Warrants
Subscription Agreement.
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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.
STERLING VISION, INC.
By: /s/Joseph Silver
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Name: Joseph Silver
Title: Executive Vice President & General
Counsel
Date: January 19, 1999
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FIRST AMENDMENT TO CONVERTIBLE PREFERRED STOCK
AND WARRANTS SUBSCRIPTION AGREEMENT
This Amendment to Convertible Preferred Stock and Warrants Subscription
Agreement (the "Agreement") is being made and entered into as of the 4th day of
January, 1999, by and between Sterling Vision, Inc., a New York corporation
(the "Company"), and the holder of shares of the Company's Convertible
Preferred Stock executing this Agreement.
W I T N E S S E T H:
In consideration of the sum of $10.00 and on good and valuable
consideration to each of the parties in hand paid to the order, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
1. All capitalized terms used (but not otherwise defined) herein shall
have the respective, identical meanings ascribed to them in that certain
Convertible Preferred Stock and Warrants Subscription Agreement, dated February
17, 1998, between the Company and the Holder;
2. Subsection 3.1(a) of the Amendment is hereby amended to provide that
the Conversion Price set forth in said Subsection 3.1(a) be $4.00, if and to
the extent the Holder shall elect to convert all or any portion of his/its
Convertible Preferred Stock prior to February 10, 1999, and $5.00 thereafter;
and
3. Subsection 1.3(d) of the Amendment is hereby amended to provide that in
the event the Holder shall elect to convert all or any portion of his/its
Convertible Preferred Stock prior to February 10, 1999, the provisions of the
said Subsection 1.3(d) shall not be applicable to such Converted Shares.
IN WITNESS HEREOF, the undersigned have executed this Amendment this 14th
day of January, 1999.
STERLING VISION, INC.
By:/s/Joseph Silver
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Joseph Silver,
Executive Vice President
HOLDER:
By:
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