STERLING VISION INC
8-K, 2000-04-03
RETAIL STORES, NEC
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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): March 23, 2000



                              STERLING VISION, INC.

               (Exact Name of Registrant as Specified in Charter)

          New York                   1-14128                 11-3096941
         ----------                 ---------                ----------
(State or Other Jurisdiction   (Commission File Number)    (I.R.S. Employer
     of Incorporation)                                      Identification No.)

                             1500 Hempstead Turnpike

                           East Meadow, New York 11554
                           ---------------------------

                    (Address of Principal Executive Offices)

                                 (516) 390-2100
                                 --------------
              (Registrant's telephone number, including area code)


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Item 5. Other Events

         .        On March 23, 2000, the Registrant, on behalf of itself and
                  each of its subsidiaries (collectively, the "Company") entered
                  into a certain Engagement Letter with McDonald Investments,
                  Inc. ("McDonald") pursuant to which the Company retained
                  McDonald to explore alternatives that will provide a more
                  advantageous use of the Company's assets in support of its
                  recently announced, business-to- business, Internet strategy.

Item 7. Financial Statements and Exhibits

Exhibit No.       Document.

11.00             Press Release, dated March 30, 2000.


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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
                                             ------------------------------
                                        Name: Joseph Silver

                                        Title:   Executive Vice President &
                                                 General Counsel

Date:    April 4, 2000


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                                                                   EXHIBIT 11.00

Sterling Vision Retains Banker to Explore Strategic
Alternatives for Its Assets to Support Its Internet Initiative

NEW YORK--(BUSINESS WIRE)--March 30, 2000--Sterling Vision, Inc. (Nasdaq: ISEE -
news) today announced that it has retained McDonald Investments Inc. (a KeyCorp
corporation), a national investment bank with a specialty in optical industry
transactions, to explore alternatives that will provide a more advantageous use
of the Company's assets in support its recently announced business-to-business
Internet strategy. This strategy, which is currently being implemented through
the Company's new division, Emerging Vision, was launched in December 1999 as
the first business-to-business, Internet-based portal for the optical industry.

"McDonald Investments is recognized for its successful execution of significant
transactions in the optical industry," commented Gregory T. Cook, Emerging
Vision's President and Chief Executive Officer. "McDonald's experience in this
field will be instrumental in developing a strategic alternative for our assets
in order to more effectively allocate our resources to support our
business-to-business Internet initiative," stated Mr. Cook.

Emerging Vision, a division of Sterling Vision, Inc., was formed to develop and
launch the first business-to-business, Internet-based portal for the optical
industry, and will provide comprehensive e-commerce solutions for the buyers and
suppliers of business good and services in the optical industry.

All statements contained herein (other than historical facts) are based upon
current expectations. These statements are forward looking in nature and involve
a number of risks and uncertainties. Actual results may differ materially from
the anticipated results or other expectations expressed in the Company's forward
looking statements. Generally, the words "anticipate", "believe", "estimate",
"expects", and similar expressions as they relate to the Company and/or its
management, are intended to identify forward looking statements.

Contact:

     Sterling Vision
     George Campbell, 214/761-6711
        or
     Wall Street Investor Relations Corp.
     Joseph M. Zappulla, 301/907-4090



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