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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): June 20, 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 33777
LARGO, FLORIDA ----------
---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: 727-545-4300
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ITEM 5. OTHER EVENTS.
On June 20, 2000 Vision Twenty-One, Inc. issued a press release
announcing the status of the OptiCare Health Systems, Inc. transaction. 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
See Exhibit Index attached hereto.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed with this Form 8-K and
oral statements by directors or officers of the Company that are not based on
historical fact constitute "forward-looking statements" within the meaning of
the Securities Act of 1933 and 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," and similar expressions and variations thereof are intended to
specifically identify forward-looking statements. Those statements appear in
the press release, and include statements regarding the intent, belief or
current expectations of the company, its directors or its officers with respect
to, among other things; the proposed merger transaction contemplated between
the Company and OptiCare Health Systems, Inc. ("OptiCare") and the Company's
future prospects. 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) the
inability of the proposed transaction to ultimately close; (ii) the inability
of the conditions to the closing of the transaction to be satisfied or waived
(iii) our inability to restructure our credit facility to continue business as
a stand alone entity; (iv) our inability to successfully operate as a stand
alone entity; (iv) our inability to sell certain business units of the company;
(v) our inability to obtain cash from our credit facility and business
divestitures to fund our ongoing operations; (vi) the loss of or changes in key
personnel, management or directors; (vii) our inability to close on agreements
to unwind our practice management agreements; (viii) any unexpected increases
in or additional charges related to the unwinding of our managed practices;
(ix) the inability to maintain our managed care business; (x) any adverse
change in our managed care business; (xi) changes in state and/or federal
governmental regulations which could materially affect our ability to operate;
(xii) any adverse governmental or regulatory changes or actions, including any
healthcare regulations and related enforcement actions; (xiii) the inability to
maintain or obtain required licensure in the states in which we operate; (xiv)
our stock price; (xv) additional litigation claims that may arise; and (xvi)
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
the press release and 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/ Theodore Gillette
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Theodore Gillette
Its: Chief Executive Officer
Dated: June 20, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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99.1 Press Release dated June 20, 2000 announcing the status of the
OptiCare Health Systems, Inc. transaction.
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