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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):March 8, 2000
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
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 EVENTS.
Press Releases. On March 8, 2000 Vision Twenty-One, Inc. (the
"Company") issued a press release indicating that there were no new facts or
developments which would explain the increase in its recent stock price and
share trading volume. The Company further stated that a new network access
agreement between a subsidiary of the Company and ProVantage Health Services,
which was recently announced, will not impact the Company's revenues and income
in such a manner that would justify the increase. A copy of the press release is
filed herewith as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated March 8, 2000 indicating that there were
no new facts or developments which would explain the increase
in its recent stock price and share trading volume and further
stating that a new network access agreement between a
subsidiary of the Company and ProVantage Health Services,
which was recently announced, will not impact the Company's
revenues and income in such a manner that would justify the
increase.
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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/ Theodore Gillette
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Theodore Gillette
Its: Chief Executive Officer
Dated: March 8, 2000
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Exhibit 99.1
FOR IMMEDIATE RELEASE
VISION TWENTY-ONE, INC.
CORPORATE OFFICE
7360 BRYAN DAIRY ROAD, SUITE 200
LARGO, FL 33777-1506
TEL. 727.545.4300
FAX 727.545.4419
WWW.VISION21.COM
VISION TWENTY-ONE COMMENTS ON
UNEXPLAINED INCREASE IN STOCK PRICE
LARGO, FL - MARCH 8, 2000 - VISION TWENTY-ONE, INC. (NASDAQ: EYES), commented on
the unexplained increase in its stock price and share trading volume this
morning. The Company indicated there were no new facts or developments which
would explain the increase at this time. The Company further stated that a new
network access agreement between a subsidiary of the company and, ProVantage
Health Services, which was announced today by ProVantage, will not impact Vision
Twenty-One's revenues and income in such a manner that would justify the
increase. As previously announced on February 10, 2000, under the terms of a
definitive merger agreement entered into between Vision Twenty-One, Inc. and
OptiCare Health Systems, Inc. ("OptiCare"), subject to satisfaction of certain
conditions and closing, Vision Twenty-One stock will be converted to OptiCare
stock at an initial exchange ratio of .402 shares of OptiCare stock for each
share of Vision Twenty-One. The final exchange ratio will be calculated prior to
closing of the merger, in part, on the basis of a subsequent Vision Twenty-One
balance sheet determination.
The Shareholders of Vision Twenty-One and OptiCare are advised to carefully read
the proxy statement, once it becomes available, which will be mailed to them in
the future, prior to forming their decision on whether to vote in favor of the
transaction. Additionally, once the proxy is available, shareholders may be able
to obtain the proxy statement and any other relevant documents at no charge at
the Securities and Exchange web site located at www.sec.gov or by requesting the
same from the respective companies.
Forward-looking statements (statements which are not historical facts) in this
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Vision Twenty-One's actual results
could differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, regulatory changes, risks related to the eye care
industry, the Company's ability to successfully consummate the merger, finance
its operations, and other factors. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, including those
risks and uncertainties detailed in Vision Twenty-One's filings with the
Securities and Exchange Commission.
Vision Twenty-One, Inc. is a vision care company focused on the development of
refractive eye laser and surgery centers and managed eye care. The Company is
headquartered in Largo, Florida. For more company information visit our Web site
www.visiontwentyone.com.
Contact:
Theodore N. Gillette, Chief Executive Officer
Vision Twenty-One, Inc., Largo
727-545-4300 x 52103
