<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
/ / Definitive Proxy Statement Commission Only (as permitted
/x/ Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
STERLING VISION, INC.
------------------------
(Name of Registrant as Specified in its Charter)
N/A
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
STERLING VISION, INC.
1500 HEMPSTEAD TURNPIKE
EAST MEADOW, NEW YORK 11554
(516) 390-2100
SUPPLEMENT TO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS,
PROXY STATEMENT AND PROXY CARD
With respect to the Special Meeting of Shareholders
To be Held on April 17, 2000
To the Shareholders of Sterling Vision, Inc.:
Reference is made to the Notice of Special Meeting of Shareholders of
Sterling Vision, Inc. (the "Company"), dated March 17, 2000 (the "Original
Notice"), with respect to the Special Meeting of Shareholders of the Company to
be held on April 17, 2000 (the "Special Meeting"), and the Proxy Statement and
Proxy Card of the Company with respect to the Special Meeting which accompanied
such Original Notice.
The purpose of this Supplement is to advise you of a change to Proposal
No. 2, "Approval of the Change in the Company's Name," set forth in the Original
Notice, the Proxy Statement and the Proxy Card. Proposal No. 2 originally
proposed that the Company's Amended and Restated Certificate of Incorporation be
further amended to change the name of the Company to "Emerging Vision.com,
Inc.". Since the date of the mailing of the Original Notice, Proxy Statement and
Proxy Card, the Company's Board of Directors has determined that it would be
more advisable that the corporate name be changed to "Emerging Vision, Inc."
Accordingly, the Board has modified the text of the proposed amendment to
Section 1 of the Amended and Restated Certificate of Incorporation to read as
follows:
"That the name of the corporation is Emerging Vision, Inc. (the
"Corporation") and that the Corporation was formed under the name Sterling
Acquisition, Inc., which was subsequently changed to Sterling Vision,
Inc."
Any Proxy Card which is voted in favor of Proposal No. 2 will now be
deemed a vote in favor of changing the corporate name to "Emerging Vision, Inc."
If you have previously returned a Proxy Card and wish to change your vote on
Proposal No. 2 (or any other proposals to be submitted to shareholders at the
Special Meeting) you may do so at any time prior to the time of the Special
Meeting, by either completing and returning a new Proxy Card, by giving notice
of revocation in writing to the Company, or by voting in person at the Special
Meeting.
<PAGE>
BY ORDER OF THE BOARD OF DIRECTORS
Joseph Silver,
Secretary
East Meadow, New York
April 5, 2000
