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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 30, 2000
EMERGING VISION, INC.
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(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)
STERLING VISION, INC.
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(Former name or former address, if changed since last report)
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Item 5. Other Events
A. Change of Name of Company to Emerging Vision, Inc.
At a special meeting of the Company's shareholders held on April 17, 2000
(the "Special Meeting"), the shareholders of the Company approved an amendment
to the Company's Amended and Restated Certificate of Incorporation changing the
Company's name to "Emerging Vision, Inc." The change of name became effective on
April 17, 2000, the date of the Company's filing of such amendment with the New
York State Department of State.
B. Approval of Increase in Authorized Common Stock
At the Special Meeting, the shareholders also approved a further amendment
to the Company's Amended and Restated Certificate of Incorporation increasing
the authorized number of shares of Common Stock of the Company to 50,000,000.
The increase became effective on April 17, 2000.
C. New Executive Officers and Directors
Effective April 18, 2000, (i) Gregory T. Cook was appointed as the
Company's President and Chief Executive Officer and (ii) Sara V. Traberman was
appointed as the Company's Senior Vice President-Finance and Chief Financial
Officer. From April 1999 until joining the Company in March 2000 as President
and Chief Executive Officer of its Internet division, Mr. Cook was Senior Vice
President and Chief Administrative Officer of Rare Medium, Inc., the consulting
firm retained by the Company to assist it in connection with the development and
implementation of its e-commerce initiatives. Prior to joining Rare Medium, Mr.
Cook served as President and Chief Executive Officer of Raven Eye, a specialty
designer/importer/distributor of high end sunglasses and optical frames, and as
President and Chief Executive Officer of Foster Grant, a sunglass and optical
company. Mr. Cook was also elected to the Company's Board of Directors effective
March 30, 2000. From September 1999 until joining the Company in March 2000 as
Senior Vice President-Finance and Chief Financial Officer of its Internet
division, Ms. Traberman was Vice President, Senior Marketing Officer for the
Business Credit Unit of PNC Bank. Prior to joining PNC Bank, she held various
positions at Transamerica Commercial Finance Corporation.
Also effective April 18, 2000: (i) Dr. Alan Cohen was appointed President
of the Company's retail optical store division and discontinued serving as the
Company's President, Chief Executive Officer and Chief Operating Officer; (ii)
Jerry Darnell was appointed to the position of Senior Vice President-Business
Development for the Company's Internet and retail optical store divisions; and
(iii) William J. Young was appointed as the Company's Vice-President-Finance and
Treasurer, and discontinued serving as the Company's Chief Financial Officer.
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Effective March 30, 2000, Suresh V. Mathews, as well as Gregory T. Cook
(see above), were elected to the Company's Board of Directors, and effective
April 10, 2000, William F Stasior was elected to the Board of Directors and
appointed as Chairman of the Board. Mr. Mathews has served as President and
Chief Operating Officer of Rare Medium, Inc. since February 1999 and was
previously Senior Vice President and Chief Information Officer of Quaker State
Oil Company and Vice President and General Manager of PepsiCo., Inc. Mr. Stasior
served as Chairman and Chief Executive Officer of Booz-Allen & Hamilton, Inc.
from 1991 to 1998.
Effective March 30, 2000, each of Dr. Edward Cohen, Edward Celano and Jerry
Lewis resigned from the Company's Board of Directors. Effective April 7, 2000,
Dr. Robert Cohen resigned as the Company's Chairman of the Board, but remains as
a director.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) -- Not applicable
(c) Exhibits
1. Amendment, filed April 17, 2000 with the New York State Department
of State, to the Company's Amended and Restated Certificate of
Incorporation.
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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.
EMERGING VISION, INC.
By: /s/ Joseph Silver
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Name: Joseph Silver
Title: Executive Vice President & General
Counsel
Date: April 25, 2000
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Exhibit 1 to Form 8-K
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF STERLING VISION, INC.
Under Section 805 of the Business Corporation Law
of the State of New York
FIRST: The name of the corporation is Sterling Vision, Inc. (the
"Company"), and the Company was formed under the name Sterling Acquisition, Inc.
SECOND: The Certificate of Incorporation of the Company was filed with the
Department of State of the State of New York on January 15, 1992 under the
original name of Sterling Acquisition, Inc., which Certificate of Incorporation
was restated, in its entirety, on December 20, 1995.
THIRD: The Certificate of Incorporation of the Company, as amended (the
"Amended and Restated Certificate of Incorporation"), is hereby further amended
to change the name of the Company to Emerging Vision, Inc.; and Article 1 of the
Certificate of Incorporation of the Company is hereby restated, in its entirety,
to read as follows:
"FIRST: That the name of the corporation is Emerging Vision, Inc. (the
"Company") and that the Company was formed under the name Sterling
Acquisition, Inc., which was subsequently changed to Sterling Vision,
Inc."
FOURTH: The Certificate of Incorporation of the Company is hereby further
amended to increase the authorized number of shares of the Company's Common
Stock, par value $.01 per share, from 28,000,000 shares to 50,000,000 shares;
and the first paragraph of Article 4 of the Certificate of Incorporation of the
Company is hereby restated, in its entirety, to read as follows:
"FOURTH: The Company is authorized to issue two classes of shares of
capital stock, to be designated, respectively, as Preferred Stock and
Common Stock. The total number of shares of capital stock that the
Company is authorized to issue is 55,000,000. The total number of
shares of Common Stock which the Company shall have the authority to
issue is 50,000,000 shares, par value $.01 per share. The total number
of shares of Preferred Stock which the Company shall have the
authority to issue is 5,000,000 shares, par value $.01 per share."
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FIFTH: The foregoing amendments to the Company's Certificate of
Incorporation were authorized by: (i) the Unanimous Written Consent of the Board
of Directors of the Company, dated February 3, 2000; (ii) all of the Directors
of the Company at a Meeting of the Company's Board of Directors duly called and
held on March 30, 2000; in each case followed by (iii) the affirmative vote of
the holders of a majority of the votes entitled to be cast thereon by the
holders of the outstanding shares of the Company's capital stock at a Special
Meeting of Shareholders duly called and held on April 17, 2000.
IN WITNESS WHEREOF, the undersigned, President and Secretary of the
Company, have each executed this Amendment of the Company's Certificate of
Incorporation as of April 17, 2000, and each hereby affirms, under the penalties
of perjury, that the statements contained herein are true.
/s/ Alan Cohen
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Alan Cohen, President
/s/ Joseph Silver
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Joseph Silver, Secretary
