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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): February 10, 2000
VISION TWENTY-ONE, INC.
(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 February 10, 2000 Vision Twenty-One, Inc. (the
"Company") and OptiCare Health Systems, Inc. ("OptiCare") issued a joint press
release announcing the execution of a definitive merger agreement whereby
OptiCare would acquire the Company. A copy of the joint 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 consummation of the proposed merger transaction
contemplated between the Company and OptiCare Health Systems, Inc.
("OptiCare"). 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, including but not limited to
obtaining the required approval of the shareholders of both companies; (iii)
our inability to sell certain business units of the company; (iv) our inability
to obtain cash from our credit facility and business divestitures to fund our
ongoing operations; (v) the loss of or changes in key personnel, management or
directors; (vi) our inability to close on agreements to unwind our practice
management agreements; (vii) any unexpected increases in or additional charges
related to the unwinding of our managed practices; (viii) the inability to
maintain our managed care business; (ix) any adverse change in our managed care
business; (x) changes in state and/or federal governmental regulations which
could materially affect our ability to operate or materially affect our ability
to consummate the proposed transaction with OptiCare; (xi) any adverse
governmental or regulatory changes or actions, including any healthcare
regulations and related enforcement actions; (xii) the inability to maintain or
obtain required licensure in the states in which we operate; (xiii) our stock
price and OptiCare's stock price; (xiv) additional litigation claims that may
arise; and (xv) 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: February 10, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
99.1 Joint Press Release dated February 10, 2000 announcing the
execution of a definitive merger agreement by and between Vision
Twenty-One, Inc. and OptiCare Health Systems, Inc.
</TABLE>
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Exhibit 99.1
[OptiCare Health Systems, Inc. Logo} [Vision Twenty-One Logo]
Contact:
Steven L. Ditman Bruce S. Maller
Executive Vice President and Chairman
Chief Financial Officer Vision Twenty-One, Inc.
OptiCare Health Systems, Inc. (727) 545-4300
(203) 596-2236
Theodore N. Gillette
Investor Relations: Chief Executive Officer
Robert P. Jones/Ephie Bernstein/Dory Lombardo Vision Twenty-One, Inc.
Media: Stacey Nield (727) 545-4300
Morgen-Walke Associates
(212) 850-5600
OPTICARE HEALTH SYSTEMS, INC. TO ACQUIRE VISION TWENTY-ONE
Waterbury, CT, February 10, 2000 - OptiCare Health Systems, Inc.
(AMEX: OPT) and Vision Twenty-One (NASDAQ: EYES) announced today that they have
entered into a definitive merger agreement. The transaction provides for 6
million shares of OptiCare common stock to be issued to shareholders of Vision
Twenty-One and the assumption of approximately $60 million of Vision
Twenty-One's outstanding debt. The merger will combine the companies' laser
vision correction and managed eye care businesses, creating leadership
positions in both market segments. The merger agreement also calls for Vision
Twenty-One to continue to divest certain of its other operating businesses
prior to closing.
Dean J. Yimoyines, M.D. Chairman and CEO of OptiCare said, "This
combination puts OptiCare in a leading position for the delivery and management
of eye care services, particularly for laser vision correction and managed eye
care. Vision Twenty-One's laser vision correction business provides strong
operating and market synergies with OptiCare's growing laser vision operations
and the combination adds significant scale to our high growth managed care
business. Following the closing of this transaction, OptiCare will have over 10
million managed eye care lives and a national provider panel of
approximately 11,000 practicing ophthalmologists and optometrists, providing
OptiCare a unique platform to accelerate the growth of our laser vision
correction and ambulatory surgery segments."
-more-
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Dr. Yimoyines continued, "From an investor standpoint, the combination
will provide us with the critical mass to leverage our systems' infrastructure
and to be a significant participant in the growing eye care industry."
Bruce S. Maller, Chairman of the Board of Vision Twenty-One commented,
"We have previously announced our intention to explore strategic alternatives
for our company. We're very pleased to be able to announce this combination
with OptiCare, which we believe is the best strategic and financial outcome for
our shareholders. By combining with OptiCare, our investments in laser vision
correction services and managed care will continue to prosper. I look forward
to a continuing role in supporting the growth of the refractive business and
helping OptiCare implement its strategic initiatives."
Under the terms of a definitive merger agreement, approved by
unanimous vote at meetings of each companies' boards of directors, 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 in part on the basis
of a subsequent Vision Twenty-One balance sheet determination. Following the
closing of the merger, OptiCare is anticipated to have annual net revenues in
excess of $200 million.
The merger will be effected on a tax free basis to shareholders and
will be a purchase accounting transaction. The transaction is subject to
certain closing conditions, including regulatory approvals, the approval of
OptiCare and Vision Twenty-One shareholders, and the restructuring of certain
debt obligations of OptiCare and Vision Twenty-One, as well as a financing to
provide not less than $30 million of equity or mezzanine capital. The Company
has engaged the services of J.P. Morgan Securities Inc. and Legg Mason Wood
Walker, Inc. as co-agents to raise capital in connection with the merger. Legg
Mason has also delivered a fairness opinion to OptiCare on this transaction.
Paine Webber, Inc. has delivered a fairness opinion to Vision Twenty-One and
acted as its financial advisor on the transaction.
OptiCare Health Systems, Inc. is an integrated eye care services
company focused on providing laser vision correction, managed care, and
professional eye care services. It currently owns, operates, and develops laser
and ambulatory surgery centers and provides systems, including Internet-based
software solutions to eye care professionals. Vision Twenty-One is a vision
care company focused on the development of refractive eye laser and surgery
centers, and managed care services. Vision Twenty-One is headquartered in
Largo, Florida.
The Shareholders of the respective companies 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.
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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. OptiCare Health Systems' and 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
integrate acquired businesses, finance and profitably operate its operations,
and other factors. Investors are cautioned that all forward-looking statements
involve risks and uncertainties, including those risks and uncertainties
detailed in OptiCare Health Systems' and Vision Twenty-One's filings with the
Securities and Exchange Commission.
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