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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): March 4, 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
(Registrant's telephone number, including area code)
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Item 5. Other Event
On March 4, 1999, effective as of February 11, 1999, the Registrant
and each of the four (4) remaining Holders of its Convertible Preferred Stock
entered into a further Amendment to the Subscription Agreements applicable
thereto which served to:
1. Reduce the conversion price of all outstanding shares of
Preferred Stock, from $5.00 to $3.00;
2. Extended the date by which the Registrant is required to
redeem all then outstanding shares of Preferred Stock, from
February 17, 1999 to February 17, 2000;
3. Eliminated the requirement that the Registrant pay dividends
on the Preferred Stock from and after February 17, 1999; and
4. Reduced the Exercise Price of the outstanding Warrants,
from $5.00 to $4.00.
Item 7. Financial Statements and Exhibits
Exhibit No. Document.
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10.79 Second 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: March 5, 1999
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SECOND AMENDMENT TO CONVERTIBLE PREFERRED STOCK
AND WARRANTS SUBSCRIPTION AGREEMENT
This Second Amendment to Convertible Preferred Stock and Warrants
Subscription Agreement (the "Agreement") is being made and entered into as of
the 11th day of February, 1999, by and between Sterling Vision, Inc., a New
York corporation (the "Company"), and the holder (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 hereto in hand paid to the other, 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, as amended, between the Company
and the Holder:
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2. Section 1.2 of the Amendment is hereby amended to provide that, from
and after February 17, 1999, no dividends on the Preferred Stock shall
be payable to the Holder thereof;
3. Subsection 1.3(a) of the Amendment is hereby amended to
delete the phrase (appearing on the second and third lines
thereof)"...on the first day from and after February 17,
1999 on which the Registration Statement (as hereinafter
defined) is effective,..." and to substitute, in lieu
thereof, the phrase "...on February 18, 2000...";
4. Subsections 1.3(a) and 3.1(a) of the Amendment are each hereby amended
to provide that, from and after February 17, 1999, the Conversion
Price set forth in said Subsections 1.3(a) and 3.1(a), shall be $3.00;
5. Subsection 1.3(d) and Section 4.1 of the Amendment are each hereby
amended to change the date appearing on the second line thereof, from
February 17, 1999 to February 17, 2000;
6. Section 4.1 of the Amendment is hereby amended by deleting, in its
entirety, the penultimate sentence thereof and by substituting, in
lieu thereof, the following: "In case of
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any such action, the $3.00 price set forth in Subsection
3.1(a) hereof shall be adjusted to reflect such action.";
and
7. The Warrant annexed as Exhibit C to the Subscription Agreement is
hereby amended by changing the Exercise Price thereof from $5.00 to
$4.00.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of
the 11th day of February, 1999.
STERLING VISION, INC.
By:
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Joseph Silver,
Executive Vice President
HOLDER:
By:
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