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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 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)
DELAWARE 5995 22-3032948
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or classification code number) Identification No.)
organization)
1 HARMON DRIVE
GLEN OAKS INDUSTRIAL PARK
GLENDORA, NEW JERSEY 08029
(609) 228-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
U.S. VISION, INC. 1998 DIRECTOR COMPENSATION PLAN
(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
Title of each class of Amount to offering price maximum Amount of
securities to be be registered per unit(1) aggregate registration fee
registered offering price(1)
- ---------------------- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 16,000 $6.50 $104,000 $40
</TABLE>
- ---------------------------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
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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. Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as a part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. 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. (the "Company") hereby incorporates by reference into
this registration statement the following documents previously filed with the
Commission:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998;
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1998;
(3) the Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1998;
(4) the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1998; and
(5) the description of the Common Stock contained in the Company's
registration statement on Form S-1, No. 333-35819, filed with
the Commission 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 (the "Exchange
Act"), 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock, par value $0.01 per share, is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
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.
2
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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.
Exhibit Description
4.1 U.S. Vision, Inc. 1998 Director Compensation Plan
5.1 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in their
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)
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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
3
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 and is, therefore, unenforceable. In the event
that a claim for indemnification 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 and will be governed by the final adjudication of such
issue.
4
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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 28th day of January, 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 28th day of January, 1999.
SIGNATURE TITLE
--------- -----
/s/ William A. Schwartz, Jr. President, Chief Executive Officer, and
------------------------
William A. Schwartz, Jr. Director
(Principal Executive Officer)
/s/ Kathy G. Cullen Senior Vice President and Chief
------------------------
Kathy G. Cullen Financial Officer
(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/ E. Theodore Stolberg Director
------------------------
E. Theodore Stolberg
/s/ J. Roger Sullivan, Jr. Director
------------------------
J. Roger Sullivan, Jr.
/s/ David M. Tracy Director
------------------------
David M. Tracy
/s/ Peter M. Troup Director
------------------------
Peter M. Troup
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
4.1 U.S. Vision, Inc. 1998 Director Compensation Plan
5.1 Opinion of Sayles & Lidji, P.C.
23.1 Consent of Sayles & Lidji, P.C. (included in their 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)
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EXHIBIT 4.1
U.S. VISION, INC.
1998 DIRECTOR COMPENSATION PLAN
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U.S. VISION, INC.
1998 DIRECTOR COMPENSATION PLAN
1. PURPOSE. The purpose of the Director Compensation Plan (the "Plan")
of U.S. Vision, Inc., a Delaware corporation ("USV" or the "Company"), is to
further the long-term growth and development of the Company by promoting a close
identity of interest among the Company, its Outside Directors (defined below),
and its stockholders and by providing an effective means of attracting and
retaining outstanding board members through annual grants of stock to Outside
Directors upon whose judgment and ability the Company depends for its continued
success.
2. ELIGIBILITY. Any member of the Company's board of directors ( the
"Board") who is not an employee of USV or a subsidiary of USV ("Outside
Director") may participate in the Plan.
3. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
when adopted by the Board and shall remain in effect until terminated by the
Board.
4. STOCK SUBJECT TO THE PLAN. An aggregate of 16,000 shares of Common
Stock, $0.01 par value per share (the "Common Stock"), are authorized for
issuance and delivery under the Plan, subject to adjustment as provided in
Section 8 hereof. Such shares may be authorized but unissued shares, whether now
or hereafter authorized, or issued shares that have been reacquired by USV.
5. STOCK GRANTS. Effective as of the date of the Company's 1998 annual
meeting of stockholders every Outside Director shall receive a grant (the
"Grant") of $15,000 of Common Stock. The number of shares to be issued to each
Outside Director shall be determined by dividing $15,000 by the closing price of
the Common Stock as reported on Nasdaq on the date of each annual meeting of
stockholders.
6. ADJUSTMENT FOR 1998. In lieu of cash compensation for services
provided during the first six months of 1998, each Outside Director shall
receive 833 shares.
7. PLAN ADMINISTRATION. The Plan shall be administered by the Board.
The Board shall have full and final authority to interpret the Plan, to adopt,
amend and rescind rules and regulations relating to the Plan, and to make all
other determinations and take all other actions necessary and advisable for the
administration of the Plan. Decisions and determinations of the Board on all
matters relating to the Plan shall be in its sole discretion and shall be
conclusive.
8. CHANGES IN CAPITALIZATION. If the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or other property (other than
ordinary dividends) are distributed with respect to such shares of Common Stock
or other securities, through merger, consolidation, sale of all or substantially
all of the assets of USV, reorganization, recapitalization, reclassification,
dividend, stock split, spin-off, split-off, or other distribution with respect
to such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment may be made in the maximum number and kind of shares
reserved for issuance under the Plan.
9. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan nor any action
taken pursuant to the Plan shall constitute evidence of any agreement or
understanding, express or implied, that USV will retain an Outside Director as a
member of the Board for any period of time or at any particular rate of
compensation.
10. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may terminate
and amend or modify the Plan in any respect at any time; provided, however, that
the Board shall condition any
<PAGE> 3
amendments on the approval of stockholders, if such approval is necessary or
advisable with respect to securities, tax or other applicable law. No amendment,
modification, or termination of the Plan shall in any manner adversely affect
the rights of any Outside Director with respect to shares of Common Stock to
which he or she becomes entitled prior to such amendment, modification or
termination or with respect to amounts that have been credited to a deferred
compensation account.
11. RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS. Each share of
Common Stock issued under the Plan is subject to the condition that if at any
time the Board, in its discretion, shall determine that the listing,
registration or qualification of such shares upon any securities exchange or
under any state or federal law is necessary or desirable as a condition of or in
connection with the delivery of shares thereunder, the delivery of any or all
shares may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Common Stock purchasable or otherwise deliverable
hereunder, the Outside Director shall as a condition to any delivery of Common
Stock hereunder, represent, in writing if requested, that the shares received
are being acquired for investment and not with a view to distribution and agree
that the shares will not be disposed of except pursuant to an effective
registration statement, unless USV shall have received an opinion of counsel
that such disposition is exempt from such requirement under the Securities Act
of 1993 and any applicable state securities laws. USV shall include on
certificates representing shares delivered pursuant to the Plan such legends
referring to the foregoing representations or restrictions and any other
applicable restrictions on resale as the Committee, in its discretion, shall
deem appropriate.
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EXHIBIT 5.1
OPINION OF SAYLES & LIDJI, P.C.
<PAGE> 2
February 2, 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 16,000 shares of the $0.01 par
value common stock (the "Common Stock") of the Company that may be granted under
the U.S. Vision, Inc. 1998 Director Compensation Plan (the "Plan"), 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 Plan, the issuance of shares of Common Stock
pursuant to the Plan 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 16,000 shares of authorized but unissued stock and/or
treasury shares from which the 16,000 shares of Common Stock may be issued. Upon
issuance, the shares of Common Stock granted under and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.
<PAGE> 3
U.S. Vision, Inc.
February 2, 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
BML/dm
<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 No. 333-_____) pertaining to the U.S. Vision, Inc. 1998 Director
Compensation Plan of our report dated March 17, 1998 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, 1998, filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 29, 1999
