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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 Act of 1934
Date of Report (Date of earliest event reported): July 7, 1999
VISION TWENTY-ONE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-22977 59-3384581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7360 BRYAN DAIRY ROAD, SUITE 200
LARGO, FLORIDA 33777
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 727-545-4300
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ITEM 5. OTHER MATTERS.
On July 7, 1999 the Company issued a press release announcing the
Company's signing of a definitive purchase agreement to sell its retail optical
chains - Vision World, Stein Optical and EyeDrx - to Eye Care Centers of America
and other strategic alliances, a copy of which is filed herewith as Exhibit 99.1
and incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The Exhibits to this Report are listed in the Exhibit
Index set forth elsewhere herein.
FORWARD LOOKING STATEMENT INFORMATION
This Form 8-K, contains certain statements which constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The terms
"Vision Twenty-One," "company," "we," "our" and "us" refer to Vision Twenty-One,
Inc. The words "expect," "believe," "goal," "plan," "intend," "estimate,"
"will," and similar expressions and variations thereof are intended to
specifically identify forward-looking statements. Those statements appear in
this Form 8-K in the press releases incorporated herein by reference, and
include statements regarding the intent, belief or current expectations of the
company, its directors or its officers with respect to, among other things: (i)
our proposed sale of our retail optical chains to Eye Care Centers of America
("ECCA"); (ii) our proposed strategic alliance with ECCA to further expand
vision correction and managed vision care markets; (iii) the timing, design and
number of initial markets and potential future expansion of our strategic
alliance with ECCA in vision correction services and an ECCA affiliate jointly
marketing integrated vision care programs; and (iv) our new strategic direction
and focus on our core competencies of laser vision correction eye care services
and managed care benefits.
You are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward looking
statements as a result of various factors. The factors that might cause such
differences include, among others, the following: (i) our inability to close the
proposed transaction with ECCA and enter into the strategic alliances with ECCA
as a result of any failure by the parties to meet pre-closing conditions; (ii)
any material inability to successfully implement or enforce our expected
strategic alliance initiatives including increasing vision correction services
and expanding managed vision care markets; (iii) any material inability to
achieve internal growth in our business and increase shareholder value; (iv) any
material inability to acquire sufficient future working capital and financing at
a reasonable cost to fund our ongoing operations and growth strategy; (v) any
future operating and net losses we may incur; (vi) any future material reduction
in demand for refractive surgeries; (vii) any future material inability to meet
financing covenants and commitments set forth in our credit facility; (viii)
changes in competition or poor operating results by our competitors; (ix) any
future material failure to meet analysts expectations (x) any material inability
to successfully manage changes in our business
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mix; (xi) the inability to gain access at reasonable prices to refractive
equipment in which there is a current shortage; (xii) any failure of other
business divisions of the company to perform successfully; (xiii) any adverse
governmental or regulatory changes or actions, including any healthcare
regulations and related enforcement actions; and (xiv) other factors including
those identified in our filings from time-to-time with the SEC.
The company undertakes no obligation to publicly update or revise
forward looking statements to reflect events or circumstances after the date of
this Form 8-K or to reflect the occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
VISION TWENTY-ONE, INC.
By: /s/ Richard T Welch
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Richard T. Welch
Its: Chief Financial Officer
Dated: July 7, 1999
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
99.1 Copy of Press Release of the Company dated July 7, 1999.
</TABLE>
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EXHIBIT 99
VISION TWENTY-ONE ANNOUNCES PENDING SALE OF RETAIL OPTICAL CHAINS AND
FUTURE STRATEGIC ALLIANCE WITH EYE CARE CENTERS OF AMERICA
- VISION WORLD, STEIN OPTICAL AND EYE DRX -
LARGO, FL - JULY 7, 1999 - Vision Twenty-One, Inc. (Nasdaq: EYES), a leading
provider of laser vision correction and eye care services, today announced it
signed a definitive purchase agreement to sell its retail optical chains -
Vision World, Stein Optical and EYE DRx - to Eye Care Centers of America (ECCA).
Additionally, upon closing of the transaction, the companies have agreed to a
strategic alliance to further expand laser vision correction and managed vision
care markets. ECCA is based in San Antonio, TX and operates a national chain of
full-service retail optical stores.
As part of the strategic alliance, the joint initiative is designed to educate
ECCA customers about laser vision correction services and provide immediate
access to those services through Vision Twenty-One's qualified refractive
surgeons and eye laser surgery centers. The initiative is expected to begin in
five markets and has the potential to expand to an additional 22 metropolitan
markets.
Additionally upon closing, Vision Twenty-One, through its managed care
organization Block Vision, and ECCA Managed Vision Care, an ECCA affiliate, will
jointly market an integrated vision care program targeting third party payors
and employer groups in select markets.
Theodore N. Gillette, chief executive officer and president of Vision
Twenty-One, Inc., stated "This is part of a series of initiatives allowing
Vision Twenty-One to move forward with a new strategic direction and focus on
our core competencies of laser vision correction, eye care services and managed
vision care benefits while also de-leveraging the company's balance sheet. We
are proud to have this opportunity to expand our existing relationship with
ECCA."
In connection with the transaction, Vision Twenty-One will receive $42 million
in cash, subject to certain closing adjustments. The definitive purchase
agreement has been approved by both companies' board of directors. The closing
of the transaction, subject to satisfaction of pre-closing conditions, is
scheduled to occur within 30 days. Vision Twenty-One anticipates using a
substantial portion of the proceeds to satisfy certain outstanding obligations
under the company's credit facility. The company anticipates incurring one-time
charges for the second quarter in connection with the proposed transaction and
in connection with finalization of its previously announced accounting
reconciliation completed in the quarter.
-more-
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VISION TWENTY-ONE PENDING SALE OF RETAIL STORES.../PAGE 2.
Vision Twenty-One, Inc. is a leading national provider of laser vision
correction and eye care services with a network covering 40 markets in 27 states
with an increasing focus on laser vision correction. With the physician at the
center of its operating model, the company supports affiliated optometrists and
ophthalmologists locally through networks of eye care centers, strategic
alliances with retail optical chains and exclusive contracts with vision health
plans.
The company is headquartered in Largo, Fla., and maintains regional offices in
Phoenix, Minneapolis and Newark. For additional company information, visit our
Web site at www.vision21.com.
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This press release contains statements, which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors
including the completion of the ECCA transaction described above, the Company's
and ECCA's successful implementation of the strategic alliance agreement and
other factors as set forth from time to time in the Company's previous filing
with the SEC including its recently filed Form 10-Q. The Company undertakes no
obligation to publicly update or revise the forward-looking statements made in
this press release to reflect events or circumstances after the date of this
press release or to reflect the occurrence of unanticipated events.
Contacts:
Theodore Gillette
Chairman, President and CEO
Vision Twenty-One, Inc.
727-545-4300 ext. 2103
Richard Welch
Chief Financial Officer
Vision Twenty-One, Inc.
(727) 545-4300, ext. 2118
Heidi Hart
Investor Relations
(727) 545-4300, ext. 2124
Mary Laurinaitis
Corporate Communications
(727) 545-4300, ext. 2400
