<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999
REGISTRATION NO. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
U.S. VISION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5995 22-3032948
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
1 HARMON DRIVE
GLEN OAKS INDUSTRIAL PARK
GLENDORA, NEW JERSEY 08029
(609) 228-1000
</TABLE>
----------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
NONSTATUTORY STOCK OPTION GRANTS TO NON-EMPLOYEE DIRECTORS
(Full title of the plan)
----------------
WILLIAM A. SCHWARTZ, JR. COPIES OF COMMUNICATIONS TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER
U.S. VISION, INC. BRIAN M. LIDJI, ESQ.
1 HARMON DRIVE SAYLES & LIDJI, P.C.
GLEN OAKS INDUSTRIAL PARK 4400 RENAISSANCE TOWER
GLENDORA, NEW JERSEY 08029 1201 ELM STREET
(609) 228-1000 DALLAS, TEXAS 75270
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (214) 939-8700
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per unit(1) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 49,583 $7.31 $362,560 $101
======================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933; 16,250
shares with a per share exercise price of $3.85 and 33,333 shares with a per
share exercise price of $9.00.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
eligible directors as specified by Rule 428(b)(i) of the Securities Act of
1933. Such documents need not be filed with the Securities and Exchange
Commission either as a part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933.
These documents, which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
U.S. Vision, Inc. hereby incorporates by reference into this
registration statement the following documents previously filed with the SEC:
(1) Annual Report on Form 10-K for the fiscal year ended January
31, 1999;
(2) Quarterly Report on Form 10-Q for the quarter ended April 30,
1999; and
(3) the description of the stock contained in the company's
registration statement on Form S-1, No. 333-35819, filed with
the SEC on September 17, 1997, and declared effective on
December 1, 1997, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part thereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
U.S. Vision's stock, par value $0.01 per share, is registered pursuant
to Section 12 of the Securities and Exchange Act of 1934, and, therefore, the
description of securities is omitted.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the company provides for
the indemnification of directors and officers to the fullest extent permitted
by the Delaware General Corporation Law.
Generally, the Delaware General Corporation Law permits a corporation
to indemnify a person who was or is an officer, director, agent, or employee,
or who serves at the corporation's request as an officer, director, agent, or
employee, of another corporation, partnership, trust joint venture, or other
enterprise ("nominee"), who was, is, or is threatened to be named a defendant
in a legal proceeding by virtue of such person's position in the corporation or
nominee, but only if the person acted in good faith and reasonably believed
that the conduct was in or at least not opposed to the corporation's best
interest, and, in the case of a criminal proceeding, the person had no
reasonable cause to believe the conduct was unlawful. A person may be
indemnified within the above limitations against judgments, fines, settlements,
and reasonable expenses actually incurred. Generally, an officer director,
agent, or employee of the corporation or nominee may not be indemnified,
however, against judgments, fines, and settlements incurred in a proceeding in
which the person is found liable to the corporation and may not be indemnified
for expenses unless, and only to the extent that, in view of all the
circumstances, the person is fairly and reasonably entitled to indemnification
for such expenses. A corporation must indemnify a director, officer, employee,
or agent against reasonable expenses incurred in connection with a proceeding
in which the person is a party because of the person's corporate position, if
the person was successful, on the merits or otherwise, in the defense of the
proceeding. Under certain circumstances, a corporation may also advance
expenses to such person. Under the Delaware General Corporation Law, a
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the corporation against any
liability asserted against and incurred by the person in such capacity, or
arising out of the person's status as such a person, regardless of whether the
applicable law otherwise empowers the corporation to indemnify that person
against such liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. The Index to Exhibits
included with the exhibits is filed as a part of this report.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Nonstatutory Stock Option Agreement dated November 7, 1995,
by and between U.S. Vision, Inc. and David M. Tracy.
</TABLE>
2
<PAGE> 4
<TABLE>
<S> <C>
4.2 Nonstatutory Stock Option Agreement dated December 5, 1997,
by and between U.S. Vision, Inc. and David M. Tracy.
4.3 Nonstatutory Stock Option Agreement dated December 5, 1997,
by and between U.S. Vision, Inc. and Peter M. Troup.
5.1 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this Registration
Statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) that for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
3
<PAGE> 5
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction of the question whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized in the City of Glendora, State of New Jersey, on the 18th day
of June, 1999.
U.S. VISION, INC.
By: /s/ William A. Schwartz, Jr.
---------------------------------------
William A. Schwartz, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints William A. Schwartz, Jr., and Kathy G. Cullen, as such person's true
and lawful attorney-in-fact and agent (the "Attorney-in-Fact") with full power
of substitution and resubstitution, for such person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as either
Attorney-in-Fact deems appropriate and requests to accelerate the effectiveness
of this registration statement, and to file each such amendment with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such Attorney-in-Fact and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that such Attorney-in-Fact or either of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 18th day of June, 1999.
SIGNATURE TITLE
--------- -----
/s/ William A. Schwartz, Jr. President, Chief Executive
- -------------------------------------- Officer, and Director
William A. Schwartz, Jr. (Principal Executive Officer)
/s/ Kathy G. Cullen Senior Vice President and Chief
- -------------------------------------- Financial Officer
Kathy G. Cullen (Principal Financial and
Accounting Officer)
/s/ G. Kenneth Macrae Director
- --------------------------------------
G. Kenneth Macrae
/s/ Richard K. McDonald Director
- --------------------------------------
Richard K. McDonald
/s/ Dennis J. Shaughnessy Director
- --------------------------------------
Dennis J. Shaughnessy
/s/ J. Roger Sullivan, Jr. Director
- --------------------------------------
J. Roger Sullivan, Jr.
/s/ Peter M. Troup Director
- --------------------------------------
Peter M. Troup
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
4.1 Nonstatutory Stock Option Agreement dated November 7, 1995,
by and between U.S. Vision, Inc. and David M. Tracy.
4.2 Nonstatutory Stock Option Agreement dated December 5, 1997,
by and between U.S. Vision, Inc. and David M. Tracy.
4.3 Nonstatutory Stock Option Agreement dated December 5, 1997,
by and between U.S. Vision, Inc. and Peter M. Troup.
5.1 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this Registration
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
U.S. VISION, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
DATED NOVEMBER 7, 1995
<PAGE> 2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), is entered into this
7th day of November, 1995, by and between U.S. VISION, INC., a Pennsylvania
corporation (the "Company"), and DAVID TRACY (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has determined to grant the Optionee options to
purchase shares of the Company's common stock, $10.00 par value, pursuant to
the Company's 1995 Director Stock Option Plan and upon the terms and conditions
herein contained;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Optionee hereby agree with each other as follows:
1. Grant of Option; Vesting; Term. Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee the right to
purchase (the "Options"), at a price of $250.00 per share (the "Strike Price"),
up to, but not exceeding in the aggregate, and subject to reduction as provided
below, 250 shares of the common stock, $10.00 par value, of the Company (the
"Common Stock"). The number of shares of Common Stock that Optionee is entitled
to purchase pursuant to the Options shall be reduced from 250 to that number
that makes the "Spread" be equal to the "Vested Amount," which shall be the
dollar amount determined as provided in the second paragraph of this Section 1.
The Spread shall be equal to the number of shares that may be bought pursuant
to the Options, multiplied by the difference between (A) the Strike Price and
(B) either (i) the gross per share offering price of Common Stock offered in
the first "Public Offering" (which shall mean an offering of Common Stock
pursuant to a registration statement filed under the Securities Act of 1933)
occurring after the date of this letter or (ii) if the Company is sold by
merger or purchase of substantially all assets, or if stock representing 20
percent or more of the Common Stock outstanding (on a fully diluted basis) is
sold in a single transaction, prior to a Public Offering, the dollar amount or
value of the consideration per share received by the Company's stockholders in
such sale. (Such a Public Offering or sale of the Company or of Common Stock
shall be referred to hereafter as a "Triggering Transaction.")
The Vested Amount shall initially be $62,500. On November 1, 1995 and
on the first day of each month thereafter through December 1, 1996, the Vested
Amount shall increase by $6,250, up to a maximum of $150,000. Upon the
occurrence of a Triggering Transaction prior to December 1, 1996, the Vested
Amount shall increase to $150,000, and there shall be no monthly increase in
the Vested Amount thereafter. If the Optionee ceases to be a director of the
Company prior to December 1, 1996 for any reason other than his death or
disability, there shall be no further increases in the Vested Amount after the
Optionee's ceasing to be a director. If the Optionee ceases to be a director of
the Company prior to December 1, 1996 because of his death or disability, the
Vested Amount shall thereupon increase to $150,000, and there shall be no
monthly increases in the Vested Amount thereafter.
The Options become exercisable 180 days after a Triggering
Transaction, if the Triggering Transaction is a Public Offering, and on the
date of the Triggering Transaction, if the Triggering Transaction is not a
Public Offering. The Options shall remain exercisable until 5:00 p.m. (New
Jersey time) on the fifth anniversary of the date of this letter. Any Options
that you have not exercised by such fifth anniversary or, if later, 5:00 p.m.
(New Jersey time) on the 181st day after a Triggering Transaction, shall become
void at such time.
<PAGE> 3
2. Manner of Exercise. The right and option granted hereunder shall be
exercised by delivering to the Company a written notification specifying the
number of shares that the Optionee desires to purchase and the address to which
the certificates for such shares are to be mailed, together with payment of the
option price either in cash or in shares of Common Stock. If the Optionee pays
the option price in cash, such payment shall be made by personal check, bank
cashier's check, or money order, payable to the order of the Company for an
amount equal to the option price of such shares. If the Optionee pays the
Option Price in shares of Common Stock, the Optionee shall deliver to the
Company certificates, duly endorsed or accompanied by an appropriate stock
power, representing the number of shares that, when multiplied by the "Fair
Value" per share of Common Stock, equals the option price. The "Fair Value" per
share shall be either (i) if Common Stock is traded on NASDAQ or a national
exchange, the closing trading price per share on the day prior to the date of
the notice of exercise by the Optionee, or (ii) if Common Stock is not so
traded, the price per share in the Triggering Transaction that caused the
Options to become exercisable.
3. Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates for the number of shares with respect to
which such option has been so exercised, issued in the Optionee's name;
provided that such delivery shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited such certificates in
the United States mail, postage prepaid, addressed to the Optionee, at the
address specified pursuant to paragraph 2 hereof.
4. Death of Optionee. Upon the death of the Optionee, such Optionee's
executors, administrators, or any person or persons to whom this option may be
transferred by will or by the laws of descent and distribution, shall have the
right to exercise the option granted hereunder at such times that the option
would have been exercisable by Optionee.
5. Executors, Administrators, Etc. Whenever the word "Optionee" is
used in any provision of this Agreement under circumstances where the
provisions should logically be construed to apply to the executors,
administrators or the person or persons to whom the option may be transferred
by will or by the laws of descent and distribution, the word "Optionee" shall
be deemed to include such person or persons.
6. Option Not Transferable. Except as otherwise provided in paragraphs
4 and 5, this option may not be assigned or transferred, in whole or in part,
by the Optionee, and any attempt to assign or transfer this option shall be
void and of no effect.
7. Optionee Not a Stockholder. The Optionee shall not be deemed for
any purpose to be a stockholder of the Company in respect of any shares as to
which this option shall not have been exercised, as herein provided, and, with
respect to any shares as to which this option shall have been exercised, not
until such shares shall have been issued to the Optionee by the Company
hereunder and, if applicable, any check for payment of such shares shall have
cleared the bank.
8. Certain Rights of Company Not Impaired. The existence of this
option shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. Protection Against Dilution. The shares with respect to which this
option is granted are shares of the Common Stock of the Company as presently
constituted, but if, and whenever, prior to the delivery by the Company of all
the shares of the Common Stock with respect to which this option is granted,
<PAGE> 4
the Company shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of the Common Stock outstanding, without
receiving or paying compensation therefor in money, services or property, then
(a) in the event of an increase in the number of such shares outstanding, the
number of shares of Common Stock then remaining subject to option hereunder
shall be proportionately increased, and the cash consideration payable per
share shall be proportionately reduced, but not below the par value of the
Common Stock; and (b) in the event of a reduction in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to
option hereunder shall be proportionately reduced, and the cash consideration
payable per share shall be proportionately increased.
10. Merger or Consolidation. If, prior to the earlier of the date the
Options granted pursuant to this Agreement are exercised or this Agreement
terminates in accordance with its terms, the Company merges or consolidates
with, or is merged into, another entity regardless of whether the Company is
the surviving entity in such merger, or if the Company liquidates or dissolves,
then the Optionee shall be entitled to receive upon a subsequent exercise of
this option pursuant to the terms of this Agreement, at no additional costs
(subject to any required action by stockholders) in lieu of the number of
shares as to which this option shall then be so exercisable, the number and
class of shares of stock or other securities or cash or other property to which
the Optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation, or pursuant to such liquidation or dissolution, if the
Optionee had been the holder of record of a number of shares of Common Stock of
the Company equal to the number of shares as to which such option shall be so
exercised.
11. Sale of Stock by Company. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for fair value in
cash or property or for labor or services, either upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to this
option.
12. Compliance with Laws. Notwithstanding any of the provisions
hereof, the Optionee hereby agrees that he will not exercise the option granted
hereby, and that the Company will not be obligated to issue any shares to the
Optionee hereunder, if the exercise hereof or the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulations of any governmental authority. If, at any time specified
herein for the issuance of shares to the Optionee, any law or regulation shall
require either the Company or the Optionee to take any action in connection
with the shares then to be issued, the issuance of such shares shall be
deferred until such action shall have been taken. Any determination in this
connection by the Company shall be final, binding and conclusive. The Company
shall in no event be obligated to register any securities pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) (the "Act")
or to take any other affirmative action in order to cause the exercise of the
option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. The certificates representing shares
issued upon the exercise of this option shall bear an appropriate restrictive
legend prohibiting transfer in the absence of registration or qualification
under federal and state securities laws, or an exemption therefrom.
13. No Obligation to Retain as Director. The grant of options
hereunder shall not obligate the Company or its stockholders to continue to
nominate or elect Optionee as a director of the Company, and the right of the
Company not to nominate, and the right of the stockholders of the Company to
remove or not to elect, Optionee as a director shall not be diminished or
affected by reason of this Agreement.
14. Registration. In the event of a Public Offering, the Company shall
register with the Securities and Exchange Commission pursuant to the Act the
Common Stock purchasable by Optionee pursuant to the Options, with such
registration effective not later than the 181st day after the Public Offering.
<PAGE> 5
15. Notices. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided;
provided that, unless and until some other address be so designated, all
notices or communications by the Optionee to the Company shall be addressed to
the President of the Company and mailed or delivered to the Company at its
principal business office at Glen Oaks Industrial Park, P.O. Box 124, Glendora,
New Jersey 08029, and all notices or communications by the Company to the
Optionee may be given to the Optionee personally or may be mailed to the
Optionee at the address set forth below the Optionee's signature hereto. All
notices hereunder shall be deemed given on the date given personally or on the
second day following the date such notice is deposited in the United States
mail in accordance with the provisions of this Agreement.
16. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania.
17. Headings. The headings in this Agreement are for purposes of
reference only and shall not be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
COMPANY: OPTIONEE:
U.S. VISION, INC. /s/ David Tracy
--------------------
DAVID TRACY
By: /s/ William A. Schwartz Address for Notice:
------------------------- Home Innovations
William A. Schwartz 295 5th Avenue, Room 1414
Chief Executive Officer New York, New York 10016
<PAGE> 1
EXHIBIT 4.2
U.S. VISION, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
DATED DECEMBER 5, 1997
<PAGE> 2
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option Agreement ("Agreement") is made this
5th day of December, 1997, by and between U.S. Vision, Inc., a Delaware
corporation (hereinafter called the "Company"), and David M. Tracy (hereinafter
called the "Optionee").
RECITAL
The Optionee has rendered substantial advice or assistance to the
Company, and the Company has determined to grant to the Optionee the Option
(defined below) provided by this Agreement in recognition of such advice or
assistance.
AGREEMENT
In consideration of the premises and the covenants and agreements
contained in this Agreement, the Company and the Optionee hereby agree with
each other as follows:
1. No Obligation. The granting of the Option shall not impose upon the
Company any obligation to employ the Optionee, to continue to elect Optionee as
a director, or to maintain any future relationship with Optionee, and the right
of the Company to terminate its relationship with the Optionee shall not be
diminished or affected by reason of the fact that the Option has been granted
to him.
2. Grant of Nonstatutory Option. Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee the nonstatutory
right (a stock option not intended to satisfy the requirements of Section 422
of the Internal Revenue Code of 1986, as amended) (the "Option"), beginning on
today's date and ending on December 31, 2002, to purchase at a price of nine
dollars ($9.00) per share, up to, but not exceeding in the aggregate, eleven
thousand one hundred eleven (11,111) shares of the Company's common stock, $.01
par value (the "Common Stock"). Optionee may exercise the Option from time to
time as follows: on the date of this Agreement as to not more than one-third of
the total number of shares covered by this Agreement; from December 6, 1998
until December 5, 1999, as to any number of shares that, when added to the
number of shares previously purchased under the Option, shall not exceed
two-thirds of the total number of shares covered by this Agreement; and from
December 6, 1999 until December 5, 2002, as to any number of shares that, when
added to the number of shares previously purchased under the Option, shall not
exceed 100% of the total number of shares covered by this Agreement.
3. Exercise of Nonstatutory Option. Optionee may exercise the Option
by delivering to the Company a written notification specifying (i) the number
of shares that the Optionee desires to purchase together with cash, certified
check, bank draft, or postal or express money order to the order of the Company
for an amount equal to the option price of such shares and (ii) the address to
which the certificates for such shares are to be mailed. In lieu of payment in
cash or cash equivalents, Optionee may make payment by tendering to the Company
shares of Common Stock, or by tendering shares of Common Stock plus cash or
cash equivalents, in amounts such that the fair market value of the Common
Stock tendered, plus the amount of cash or cash equivalents paid, if any,
equals the option price for the shares to be purchased. The Company may then
require that there be presented to and filed with it such evidence as it may
deem necessary to establish that the shares to be purchased are being acquired
for investment and not with a view to their sale or other disposition.
4. Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates issued in the Optionee's name for the
number of shares with respect to which the Option has been so exercised.
Delivery of such certificates shall be deemed
<PAGE> 3
effected for all purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, postage prepaid,
addressed to the Optionee, at the address specified pursuant to Section 3
hereof.
5. Early Termination for Cause. Notwithstanding any other provision of
this Agreement to the contrary, the portion of the Option, if any, that remains
unexercised on the date the Optionee ceases to be an employee, consultant, or
director of the Company because the Company terminates the Optionee's
employment or other relationship with the Company for cause, including that
portion of the Option, if any, that is not yet exercisable as of such date,
shall terminate and cease to be exercisable as of such date. An Optionee's
employment or other relationship with the Company shall be deemed terminated
"for cause" if terminated by the Board of Directors of the Company ("Board of
Directors") because of the Optionee's dishonesty, other acts detrimental to the
Company, or any material breach by the Optionee of any employment,
nondisclosure, noncompetition, or other contract with the Company. Whether
cause exists shall be determined by such Board of Directors in its sole
discretion and good faith. For the purpose of determining the employment or
other relationship between the Company and the Optionee, employment by or
service to any corporation of which the Company owns stock possessing 50
percent or more of the total combined voting power of all classes of stock will
be considered employment by or service to the Company.
6. Early Termination Other than for Cause. If the Optionee ceases to
be an employee, consultant, or director of the Company for any reason other
than for cause as defined in Section 5 above, including, without limitation,
because of the Optionee's death or permanent disability, the Optionee or the
Optionee's executors, administrators, or any person to whom the Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, for 180 days after such cessation of Optionee's relationship with the
Company, to exercise that portion of the Option, if any, that has become
exercisable by the Optionee pursuant to this Agreement but that the Optionee
has not yet exercised as of the date the Optionee's employment or other
relationship with the Company is terminated by disability, death, or some
reason other than for cause.
7. Executors, Etc. Whenever the word "Optionee" is used in this
Agreement under circumstances in which the provisions logically should be
construed to apply to the executors, administrators, or the person or persons
to whom the Option may be transferred by will or by the laws of descent and
distribution, the word "Optionee" shall be deemed to include such person or
persons.
8. Non-Assignability. The Option is not transferable by the Optionee
otherwise than by will or under the laws of descent and distribution and is
exercisable during his lifetime only by him. No assignment or transfer of the
Option or of the rights represented by the Option, whether voluntary or
involuntary by operation of law or otherwise (except by will or by the laws of
descent and distribution), shall vest in the assignee or transferee any
interest or right in this Agreement whatsoever, but immediately upon any such
assignment or transfer, the Option shall terminate and become of no further
effect.
9. No Rights as Stockholder. The Optionee shall not be deemed for any
purpose to be a stockholder of the Company with respect to any shares as to
which the Option shall not have been exercised, as provided in this Agreement
and until such shares shall have been issued to the Optionee by the Company
under this Agreement.
10. Changes in Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, or preferred or prior preference stock ahead of or affecting the
Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
<PAGE> 4
The shares with respect to which the Option is granted are shares of
the Common Stock of the Company as presently constituted, but if prior to the
delivery by the Company of all the shares of the Common Stock with respect to
which the Option is granted, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation for such shares in money,
services, or property, then (a) in the event of an increase in the number of
such shares outstanding, the number of shares of Common Stock then remaining
subject to the Option shall be proportionately increased, and the option price
per share shall be proportionately reduced; and (b) in the event of a reduction
in the number of such shares outstanding, the number of shares of Common Stock
then remaining subject to the Option shall be proportionately reduced, and the
option price per share shall be proportionately increased.
Until the Option is fully exercised, if the Company is merged or
consolidated with another corporation under circumstances in which the
stockholders of the Company receive consideration for their shares in Company,
if the Company sells or otherwise disposes of substantially all of its assets
to another corporation, or if the Company liquidates or dissolves, then (i)
subject to the provisions of clause (iii) below, after the effective date of
such merger, liquidation, dissolution, consolidation, or sale, as the case may
be, the Optionee will be entitled, upon exercise of the Option, to receive, in
lieu of shares of Common Stock, shares of such stock or other securities (or
cash or other property) as the holders of shares of Common Stock received
pursuant to the terms of the merger, liquidation, dissolution, consolidation,
or sale; (ii) the Board of Directors shall waive any limitations on
exercisability set forth in or imposed pursuant to Section 2 of this Agreement
so that the Option, from and after a date prior to the effective date of the
merger, liquidation, dissolution, consolidation, or sale, as the case may be,
specified by the Board of Directors, will be exercisable in full; and (iii) the
Board of Directors may cancel the Option as of the effective date of any such
merger, liquidation, dissolution, consolidation, or sale provided that (a)
notice of such cancellation is given to the Optionee and (b) has the right to
exercise the Option in full (without regard to any limitations set forth in or
imposed pursuant to Section 2 of this Agreement) during a 30-day period
preceding the effective date of such merger, liquidation, dissolution,
consolidation, or sale.
Except as expressly provided above, the issue by the Company of shares
of stock of any class or securities convertible into shares of stock of any
class for cash or property or for labor or services, either upon direct sale,
upon a merger not resulting in any consideration being received by Company
stockholders, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into shares
or other securities shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to the Option.
11. Requirements of Law. Notwithstanding any of the provisions hereof,
the Optionee hereby agrees that he will not exercise the Option, and that the
Company will not be obligated to issue any shares to the Optionee under this
Agreement, if the exercise of the Option or the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulations of any governmental authority. If at any time specified in
this Agreement for the issuance of shares to the Optionee, any law or
regulation shall require either the Company or the Optionee to take action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken. The Company shall in no
event be obligated to register any securities pursuant to the Securities Act of
1933, as now in effect or as hereafter amended or to take any other affirmative
action in order to cause the exercise of the Option or the issuance of shares
pursuant to the Option to comply with any law or regulation of any governmental
authority.
12. Notices. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as provided in this
Agreement; provided that, unless and until some other address be so designated,
all notices or communications by the
<PAGE> 5
Optionee to the Company shall be addressed to the President of the Company and
mailed or delivered to the Company at its office at 10000 N. Central
Expressway, Suite 1460, Dallas, Texas, 75231, and all notices or communications
by the Company to the Optionee may be given to the Optionee personally or may
be mailed to him at Optionee's address listed under Optionee's signature below.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
U.S. VISION, INC.
By:/s/ William A. Schwartz, Jr.
--------------------------------------------
William A. Schwartz, Jr., President
/s/ David M. Tracy
-----------------------------------------------
David M. Tracy, Optionee
Home Innovations
295 5th Avenue, Room 1414
-----------------------------------------------
Street address
New York, New York 10016
-----------------------------------------------
City State/County Zip Code
<PAGE> 1
EXHIBIT 4.3
NONSTATUTORY STOCK OPTION AGREEMENT
DATED DECEMBER 5, 1997
<PAGE> 2
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option Agreement ("Agreement") is made this
5th day of December, 1997, by and between U.S. Vision, Inc., a Delaware
corporation (hereinafter called the "Company"), and Peter M. Troup (hereinafter
called the "Optionee").
RECITAL
The Optionee has rendered substantial advice or assistance to the
Company, and the Company has determined to grant to the Optionee the Option
(defined below) provided by this Agreement in recognition of such advice or
assistance.
AGREEMENT
In consideration of the premises and the covenants and agreements
contained in this Agreement, the Company and the Optionee hereby agree with
each other as follows:
1. No Obligation. The granting of the Option shall not impose upon the
Company any obligation to employ the Optionee, to continue to elect Optionee as
a director, or to maintain any future relationship with Optionee, and the right
of the Company to terminate its relationship with the Optionee shall not be
diminished or affected by reason of the fact that the Option has been granted
to him.
2. Grant of Nonstatutory Option. Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee the nonstatutory
right (a stock option not intended to satisfy the requirements of Section 422
of the Internal Revenue Code of 1986, as amended) (the "Option"), beginning on
today's date and ending on December 31, 2002, to purchase at a price of nine
dollars ($9.00) per share, up to, but not exceeding in the aggregate,
twenty-two thousand two hundred twenty two (22,222) shares of the Company's
common stock, $.01 par value (the "Common Stock"). Optionee may exercise the
Option from time to time as follows: on the date of this Agreement as to not
more than one-third of the total number of shares covered by this Agreement;
from December 6, 1998 until December 5, 1999, as to any number of shares that,
when added to the number of shares previously purchased under the Option, shall
not exceed two-thirds of the total number of shares covered by this Agreement;
and from December 6, 1998 until December 5, 2002, as to any number of shares
that, when added to the number of shares previously purchased under the Option,
shall not exceed 100% of the total number of shares covered by this Agreement.
3. Exercise of Nonstatutory Option. Optionee may exercise the Option
by delivering to the Company a written notification specifying (i) the number
of shares that the Optionee desires to purchase together with cash, certified
check, bank draft, or postal or express money order to the order of the Company
for an amount equal to the option price of such shares and (ii) the address to
which the certificates for such shares are to be mailed. In lieu of payment in
cash or cash equivalents, Optionee may make payment by tendering to the Company
shares of Common Stock, or by tendering shares of Common Stock plus cash or
cash equivalents, in amounts such that the fair market value of the Common
Stock tendered, plus the amount of cash or cash equivalents paid, if any,
equals the option price for the shares to be purchased. The Company may then
require that there be presented to and filed with it such evidence as it may
deem necessary to establish that the shares to be purchased are being acquired
for investment and not with a view to their sale or other disposition.
4. Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates issued in the Optionee's name for the
number of shares with respect to which the Option has been so exercised.
Delivery of such certificates shall be deemed
<PAGE> 3
effected for all purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, postage prepaid,
addressed to the Optionee, at the address specified pursuant to Section 3
hereof.
5. Early Termination for Cause. Notwithstanding any other provision of
this Agreement to the contrary, the portion of the Option, if any, that remains
unexercised on the date the Optionee ceases to be an employee, consultant, or
director of the Company because the Company terminates the Optionee's
employment or other relationship with the Company for cause, including that
portion of the Option, if any, that is not yet exercisable as of such date,
shall terminate and cease to be exercisable as of such date. An Optionee's
employment or other relationship with the Company shall be deemed terminated
"for cause" if terminated by the Board of Directors of the Company ("Board of
Directors") because of the Optionee's dishonesty, other acts detrimental to the
Company, or any material breach by the Optionee of any employment,
nondisclosure, noncompetition, or other contract with the Company. Whether
cause exists shall be determined by such Board of Directors in its sole
discretion and good faith. For the purpose of determining the employment or
other relationship between the Company and the Optionee, employment by or
service to any corporation of which the Company owns stock possessing 50
percent or more of the total combined voting power of all classes of stock will
be considered employment by or service to the Company.
6. Early Termination Other than for Cause. If the Optionee ceases to
be an employee, consultant, or director of the Company for any reason other
than for cause as defined in Section 5 above, including, without limitation,
because of the Optionee's death or permanent disability, the Optionee or the
Optionee's executors, administrators, or any person to whom the Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, until the expiration date of the Option, to exercise that portion of the
Option, if any, that has become exercisable by the Optionee pursuant to this
Agreement but that the Optionee has not yet exercised as of the date the
Optionee's employment or other relationship with the Company is terminated by
disability, death, or some reason other than for cause.
7. Executors, Etc. Whenever the word "Optionee" is used in this
Agreement under circumstances in which the provisions logically should be
construed to apply to the executors, administrators, or the person or persons
to whom the Option may be transferred by will or by the laws of descent and
distribution, the word "Optionee" shall be deemed to include such person or
persons.
8. Non-Assignability. The Option is not transferable by the Optionee
otherwise than by will or under the laws of descent and distribution and is
exercisable during his lifetime only by him. No assignment or transfer of the
Option or of the rights represented by the Option, whether voluntary or
involuntary by operation of law or otherwise (except by will or by the laws of
descent and distribution), shall vest in the assignee or transferee any
interest or right in this Agreement whatsoever, but immediately upon any such
assignment or transfer, the Option shall terminate and become of no further
effect.
9. No Rights as Stockholder. The Optionee shall not be deemed for any
purpose to be a stockholder of the Company with respect to any shares as to
which the Option shall not have been exercised, as provided in this Agreement
and until such shares shall have been issued to the Optionee by the Company
under this Agreement.
10. Changes in Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, or preferred or prior preference stock ahead of or affecting the
Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
<PAGE> 4
The shares with respect to which the Option is granted are shares of
the Common Stock of the Company as presently constituted, but if prior to the
delivery by the Company of all the shares of the Common Stock with respect to
which the Option is granted, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation for such shares in money,
services, or property, then (a) in the event of an increase in the number of
such shares outstanding, the number of shares of Common Stock then remaining
subject to the Option shall be proportionately increased, and the option price
per share shall be proportionately reduced; and (b) in the event of a reduction
in the number of such shares outstanding, the number of shares of Common Stock
then remaining subject to the Option shall be proportionately reduced, and the
option price per share shall be proportionately increased.
Until the Option is fully exercised, if the Company is merged or
consolidated with another corporation under circumstances in which the
stockholders of the Company receive consideration for their shares in Company,
if the Company sells or otherwise disposes of substantially all of its assets
to another corporation, or if the Company liquidates or dissolves, then (i)
subject to the provisions of clause (iii) below, after the effective date of
such merger, liquidation, dissolution, consolidation, or sale, as the case may
be, the Optionee will be entitled, upon exercise of the Option, to receive, in
lieu of shares of Common Stock, shares of such stock or other securities (or
cash or other property) as the holders of shares of Common Stock received
pursuant to the terms of the merger, liquidation, dissolution, consolidation,
or sale; (ii) the Board of Directors shall waive any limitations on
exercisability set forth in or imposed pursuant to Section 2 of this Agreement
so that the Option, from and after a date prior to the effective date of the
merger, liquidation, dissolution, consolidation, or sale, as the case may be,
specified by the Board of Directors, will be exercisable in full; and (iii) the
Board of Directors may cancel the Option as of the effective date of any such
merger, liquidation, dissolution, consolidation, or sale provided that (a)
notice of such cancellation is given to the Optionee and (b) has the right to
exercise the Option in full (without regard to any limitations set forth in or
imposed pursuant to Section 2 of this Agreement) during a 30-day period
preceding the effective date of such merger, liquidation, dissolution,
consolidation, or sale.
Except as expressly provided above, the issue by the Company of shares
of stock of any class or securities convertible into shares of stock of any
class for cash or property or for labor or services, either upon direct sale,
upon a merger not resulting in any consideration being received by Company
stockholders, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into shares
or other securities shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to the Option.
11. Requirements of Law. Notwithstanding any of the provisions hereof,
the Optionee hereby agrees that he will not exercise the Option, and that the
Company will not be obligated to issue any shares to the Optionee under this
Agreement, if the exercise of the Option or the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulations of any governmental authority. If at any time specified in
this Agreement for the issuance of shares to the Optionee, any law or
regulation shall require either the Company or the Optionee to take action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken. The Company shall in no
event be obligated to register any securities pursuant to the Securities Act of
1933, as now in effect or as hereafter amended or to take any other affirmative
action in order to cause the exercise of the Option or the issuance of shares
pursuant to the Option to comply with any law or regulation of any governmental
authority.
12. Notices. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as provided in this
Agreement; provided that, unless and until some other address be so designated,
all notices or communications by the
<PAGE> 5
Optionee to the Company shall be addressed to the President of the Company and
mailed or delivered to the Company at its office at 10000 N. Central
Expressway, Suite 1460, Dallas, Texas, 75231, and all notices or communications
by the Company to the Optionee may be given to the Optionee personally or may
be mailed to him at Optionee's address listed under Optionee's signature below.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
U.S. VISION, INC.
By:/s/ William A. Schwartz, Jr.
--------------------------------------------
William A. Schwartz, Jr., President
/s/ Peter M. Troup
-----------------------------------------------
Peter M. Troup, Optionee
12518 Happy Hollow Road
-----------------------------------------------
Street address
Cockeysville, Maryland 21030
-----------------------------------------------
City State/County Zip Code
<PAGE> 1
EXHIBIT 5.1
OPINION OF SAYLES & LIDJI, P.C.
<PAGE> 2
June 18, 1999
U.S. Vision, Inc.
1 Harmon Drive
Glen Oaks Industrial Park
Glendora, New Jersey 08029
Re: U.S. Vision, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to U.S. Vision, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 49,583 shares of the $0.01 par
value common stock (the "Common Stock") of the Company that may be granted by
U.S. Vision, Inc. upon the exercise of those certain nonstatutory options
granted to non-employee directors, as more fully described in the Registration
Statement.
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies certified to our satisfaction,
of (1) the Restated Certificate of Incorporation and the Bylaws of the Company;
(2) minutes and records of the corporate proceedings of the Company with
respect to the establishment of the Options, the issuance of shares of Common
Stock upon the exercise of the Options and related matters; and (3) the
Registration Statement and exhibits deemed necessary for the expression of
opinions herein contained. In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion and as to the content and form of
the Restated Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we have relied to
the extent we deem reasonably appropriate on representations or certificates of
officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company without independently checking or
verifying their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and subject to the comments and
exceptions noted below, we are of the opinion that the Company presently has
available at least 49,583 shares of authorized but unissued stock and/or
treasury shares from which the 49,583 shares of Common Stock may be issued.
Assuming that the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those persons
and exercises the Options and assuming that the consideration for shares of
Common Stock issued pursuant to such Options is actually received by the
company and exceeds the par value of such shares, then the shares of Common
Stock issued pursuant to the exercise of the Options will be duly and validly
issued, fully paid and nonassessable.
<PAGE> 3
U.S. Vision, Inc.
June 18, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
SAYLES & LIDJI,
A Professional Corporation
By: /s/ Brian M. Lidji
--------------------------------
Brian M. Lidji
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 Reg. No. 333-00000) pertaining to the Nonstatutory Stock Options
Grants to Non-Employee Directors of our report dated March 17, 1999 with
respect to the consolidated financial statements of U.S. Vision, Inc. included
in its Annual Report (Form 10-K) for the year ended January 31, 1999, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 18, 1999
