<PAGE> 1
Filed pursuant to Rule 424(b)(1)
Registration No. 333-91797
PROSPECTUS
2,686,588 SHARES
U.S. VISION, INC.
COMMON STOCK
($0.01 PAR VALUE)
The selling stockholders identified in this prospectus are selling up to
2,686,246 shares of common stock of U.S. Vision, Inc. These shares represent
approximately all of the shares of U.S. Vision common stock held by the selling
stockholders. U.S. Vision will not receive any of the proceeds from the sale of
shares by the selling stockholders. The public offering of the 2,686,588 shares
by the selling stockholders is not being underwritten. U.S. Vision's common
stock is listed on the Nasdaq National Market under the symbol "USVI." On
November 22, 1999, the closing sale price of the common stock, as reported on
the Nasdaq National Market, was $3.00 per share.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," BEGINNING ON PAGE 3.
The U.S. Vision shares offered or sold under this prospectus have not been
approved by the SEC or any state securities commission, nor have these
organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The selling stockholder may sell the shares of common stock described in this
prospectus in public or private transactions, on or off the National Market
System of the Nasdaq Stock Market, at prevailing market prices, or at privately
negotiated prices. The selling stockholder may sell shares directly to
purchasers or through brokers or dealers. Brokers or dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders. More information is provided in the section titled "Plan
of Distribution" on page 9.
U.S. Vision's address and telephone number is: 1 Harmon Drive, Glen Oaks
Industrial Park, Glendora, New Jersey 08029, (856) 228-1000.
The date of this Prospectus is January 12, 2000.
<PAGE> 2
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC's public reference
rooms in Washington, DC, New York, NY, and Chicago, IL. You can request copies
of these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference rooms. Our SEC filings are also available at the SEC's
web site at "http://www.sec.gov." In addition, you can read and copy our SEC
filings at the office of the National Association of Securities Dealers, Inc.,
at 1735 K Street, Washington, DC 20006.
The SEC allows us to "incorporate by reference" information that we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
o Annual Report on Form 10-K for the year ended January 31, 1999;
o Quarterly Reports on Form 10-Q for the quarters ended April 30, 1999
and July 31, 1999;
o The Report on Form 8-K filed on November 24, 1999; and
o The description of the common stock contained in U.S. Vision's
Registration Statement on Form S-1 (Registration No. 333-35819).
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:
U.S. Vision, Inc.
Glen Oaks Industrial Park
One Harmon Drive
Glendora, New Jersey 08029
(856) 228-1000
This prospectus is part of the Registration Statement we filed with the SEC. You
should rely only on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
-2-
<PAGE> 3
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding U.S. Vision's relationship
with host stores and competitors, the growth rate of its revenue and market
share, as well as its expectations and intentions. Forward-looking statements
necessarily involve risks and uncertainties, and U.S. Vision's actual results
could differ materially from those anticipated in the forward-looking
statements, including those set forth below under "Risk Factors" and elsewhere
in this prospectus. The factors set forth below under "Risk Factors" and other
cautionary statements made in this prospectus should be read and understood as
being applicable to all related forward-looking statements whenever they appear
in this prospectus.
RISK FACTORS
Investing in U.S. Vision's common stock is risky. You should be able to bear a
complete loss of your investment. You should carefully consider the following
factors, in addition to the other information in this prospectus.
RISKS RELATING TO HOST STORE RELATIONSHIPS AND SHORT-TERM LEASES
For the year ended January 31, 1999, and for the six months ended July 31, 1999,
88% and 90%, respectively, of our net sales were derived from sales in optical
centers located within department stores. For the same periods, sales
attributable to optical centers located within J.C. Penney Company, Inc. stores
represented approximately 66% of our sales. We are indirectly dependent on the
operations and financial success of our host department stores. A decline in the
sales, customer traffic or overall financial performance of one or more of our
host department stores could have a material adverse effect on our business. In
addition, our future expansion plans depend, to a large extent, on the expansion
or renewal plans of our host department stores, primarily J.C. Penney. A
substantial change in J.C. Penney's expansion or remodeling plans could have a
material adverse effect on our planned growth strategy and future financial
performance and results of operations. We anticipate that we will continue to
rely upon several host stores for a significant portion of our revenues and as
part of our business strategy we intend to increase the number of leased
departments we operate within J.C. Penney and Sears Roebuck and Co. However, we
cannot assure you that we will be able to maintain our relationships with our
host stores on favorable terms, if at all.
Our optical centers within J.C. Penney stores are subject to a master lease that
expires in December 2003. The master lease may be terminated early, but no more
than 40 of our J.C. Penney optical centers may be closed by J.C. Penney in any
calendar year for any reason. This limitation does not apply, however, if J.C.
Penney closes an entire J.C. Penney department store, either temporarily or
permanently.
Each of our retail optical departments within Sears stores is subject to an
individual lease that provides for a year-to-year term. Each of our leases with
Sears may be terminated early by either us or Sears for any reason, on 30 days
prior written notice. One of our principal competitors operates most of the
Sears optical departments.
Our retail optical departments located within other department stores are
subject to lease arrangements that contain short notice lease termination
provisions. There can be no assurance that any lease between us and a host store
will not be terminated or its terms adversely changed. A substantial change in
our relationship
-3-
<PAGE> 4
with one or more of our host department stores resulting in the termination or
change of optical center leases could have a material adverse effect on our
business, financial condition or results of operations.
COMPETITION
The optical retail business is highly competitive, and several of our
competitors have more resources than we have. These additional resources may
enable competitors to pursue more aggressive pricing and promotional strategies
at the expense of profits for longer periods of time than we can and may enable
them to pursue these strategies through an extended downturn in the optical
market. We compete with other national, regional, and local retail optical
chains and independent optical retailers. Optical retailers generally serve
individual or local markets and, as a result, competition is fragmented and
varies substantially among locations and geographic areas. The principal
competitive factors affecting our retail operations are merchandise selection,
quality and consistency of products and services, price, location within the
host store, convenience, availability of on-site professional eye examinations
and access to a host store's private label credit card. The retail optical
industry engages in price-related promotional offers as a standard marketing
practice. We cannot assure you that periods of intense price competition
resulting from those offers will not materially affect our profitability.
Additionally, we face competition from advances in vision correction
technologies, including laser surgery and other surgical vision correction
procedures. This could result in decreased demand for eyeglasses and contact
lenses, which could have a material adverse effect on our business, financial
condition or results of operations.
To the extent our customers may not be covered by our eye care benefit plans, we
may compete with other vision care benefit plans and retailers who provide
alternative vision care plans. As the number of national and regional managed
vision care programs increase, competition for customers will intensify among
the various vision care programs.
AGGRESSIVE GROWTH STRATEGY; DEPENDENCE ON HOST STORES FOR GROWTH
We intend to pursue a strategy of growth through internal expansion and
acquisitions as opportunities arise. This strategy is likely to place
significant demands on our capital, operational and management resources and may
expose us to a variety of risks, including the risk that we will be unable to
retain personnel or acquire other resources necessary to adequately service our
growth. Our expansion strategy will be predominantly dependent upon our
expansion within our current host stores, particularly J.C. Penney. Because we
have a strong relationship with our existing host stores and many of our hosts
have numerous locations that do not yet contain optical departments, we believe
a significant portion of our future growth will come from existing host stores.
Although as a part of our growth strategy we anticipate the opening of a
significant number of new retail optical departments, we are under no obligation
to do so and we cannot assure you that we will open these locations. None of our
agreements with our host department stores require the host stores to offer us
additional optical center leases. If we do not open new stores as we anticipate
our future results of operations may be materially and adversely affected.
DEPENDENCE ON SINGLE MANAGED VISION CARE PROVIDER
Since 1991, we have been a national provider of managed vision care through
Vision One. Vision One is a third-party vision care plan owned by Cole National
Corporation. Cole is one of our principal competitors. For the year ended
January 31, 1999, and the six months ended July 31, 1999, 34% and 33%,
respectively, of our revenues were generated from sales to members of Vision One
and other vision care benefit plans, and
-4-
<PAGE> 5
we anticipate that this percentage will increase over the next several years.
Our contract with Cole National expires in 2002. Our contract with Cole National
may be terminated earlier under certain circumstances. We cannot assure you that
we will be able to maintain our relationship with Cole National. A substantial
change in our relationship with Cole National could have a material adverse
effect on our business, financial condition or results of operations.
DEPENDENCE ON KEY PERSONNEL
We are highly dependent on certain members of our management team, particularly
William A. Schwartz, Jr., our Chairman, President and Chief Executive Officer.
The loss of his services could have a material adverse effect on our business,
financial condition and results of operations. Mr. Schwartz's employment
agreement terminates in October 2000, at which time it automatically renews for
one-year periods thereafter unless terminated by us or Mr. Schwartz on not less
than 90 days notice prior to the end of the then current one-year term.
HISTORY OF LOSSES IN FREESTANDING STORES
As a result of poor financial operations relating to our freestanding stores, we
commenced a program to identify and close unprofitable freestanding stores from
1990 through 1995. During that six-year period, we closed 356 unprofitable
freestanding stores. Since January 31, 1996, our remaining freestanding optical
retail stores generated positive store contribution. We cannot assure you that
this trend will continue. Should certain freestanding locations generate what we
believe to be less than desired operating results, we may decide to close
additional locations. Closing additional freestanding locations could have a
material adverse effect on business, financial condition and results of
operation.
YEAR 2000 COMPLIANCE
We are aware of the issues associated with the programming code in existing
computer systems as the year 2000 approaches. The "year 2000 problem" is
pervasive and complex as virtually every computer operation will be affected in
some way by the rollover of the two digit year value to 00. The issue is whether
computer systems will properly recognize date-sensitive information when the
year changes to 2000. Systems that do not properly recognize such information
could generate erroneous data or fail. We are in the process of implementing a
Year 2000 compliant point of sale and order entry system in our retail
locations. As a result, we do not anticipate having any year 2000 compliance
issues with respect to the information technology systems to be used by our
retail stores. In addition, we are working with our external suppliers and
service providers to ensure that they and their systems will be able to support
our needs and, where necessary, interoperate with our server and networking
hardware and software infrastructure in preparation for the year 2000.
Management does not anticipate that the company will incur significant operating
expenses or be required to invest heavily in computer systems improvements to be
year 2000 compliant. However, significant uncertainty exists concerning the
potential costs and effects associated with any year 2000 compliance. Any year
2000 compliance problems of either ours, our customers or vendors could have a
material adverse effect on our business, results of operations and financial
condition.
RISKS RELATED TO GOVERNMENT REGULATION
The field of optical retailing is regulated by many of the states in which we do
business. Certain states require the presence of licensed opticians in vision
centers where eyeglasses or contact lenses are fitted or dispensed. Any
difficulties or delays in securing the services of such optical professionals
could adversely affect our business and our relationship with our host stores.
We are subject to a variety of federal, state and
-5-
<PAGE> 6
local laws, rules and regulations affecting the health care industry and the
delivery of health care services. State and local legal requirements vary widely
among jurisdictions and are subject to change, as are federal legal
requirements.
The legality of our relationships with opticians and optometrists in the states
in which we operate may be challenged in the future, and if challenged, we may
be required to alter the manner in which we conduct our business. Any such
alteration could adversely affect our business and our relationships with our
host stores. Failure to comply with existing laws and regulations or the
adoption of new laws and regulations could have a material adverse effect on our
business, financial condition and results of operations.
OTHER FACTORS AFFECTING FUTURE OPERATING PERFORMANCE
Our future quarterly results may be materially affected by a variety of factors,
some of which may be beyond our control. Some of these factors include, but are
not limited to:
o our ability to select and stock merchandise attractive to customers;
o our ability to efficiently fill customer orders;
o the mix of products sold, pricing and other competitive factors;
o the seasonality of our business;
o weather factors affecting retail operations; and
o general economic cycles affecting consumer spending.
Accordingly, results of operations for any particular quarter may not be
indicative of results of operations for future periods.
-6-
<PAGE> 7
THE COMPANY
U.S. Vision is a leading retailer of optical products and services through
retail optical departments licensed to operate within national and regional
department host stores and through a limited number of freestanding retail
locations. As of November 1, 1999, we operated 691 locations in 48 states and
Canada, consisting of 641 licensed departments and 50 freestanding stores. We
currently operate 427 J.C. Penney retail optical departments and are J.C.
Penney's primary optical licensee. In addition, we operate 70 Sears retail
optical departments and 144 retail optical departments in regional department
stores. Our freestanding stores are generally located in malls and shopping
centers.
U.S. Vision's retail optical departments are generally full-service retail
vision care stores that offer an extensive selection of designer brands and
private label prescription eyewear, contact lenses, sunglasses and accessories
with an on-premises, independent optometrist who performs complete eye
examinations and prescribes eyeglasses and contact lenses. U.S. Vision's
extensive selection of designer and private label branded eyewear allows us to
tailor our merchandise selection to meet the needs of our host store customers.
Since 1991, U.S. Vision has been a national provider of managed vision care
benefits through its participation in managed vision care programs which offer
comprehensive eyewear benefits to managed care participants. We currently
generate approximately 33% of our revenues from our participation in managed
vision care programs.
USE OF PROCEEDS
U.S. Vision will not receive any proceeds from the sale of the shares of common
stock offered by the selling stockholders.
SELLING STOCKHOLDERS
Under a Stockholders' Agreement dated as of December 29, 1995, by and among U.S.
Vision, the selling stockholders and certain other stockholders of U.S. Vision,
we agreed to register the U.S. Vision common stock purchased by the selling
stockholders in a private placement and to use our best efforts to keep the
Registration Statement effective until all of the shares are sold under the
Registration Statement. Our registration of the shares of common stock does not
necessarily mean that the selling stockholders will sell all or any of the
shares.
The shares covered by this prospectus represent all of the shares of U.S. Vision
common stock held by the selling stockholders.
Dennis J. Shaughnessy, J. Roger Sullivan, Jr. and Richard K. McDonald, each an
affiliate of one of the selling stockholders, are directors of U.S. Vision.
-7-
<PAGE> 8
The following table sets forth certain information regarding the beneficial
ownership of the common stock, as of November 1, 1999, by the selling
stockholders.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Number Beneficially Owned
Owned of Shares After Offering(1)
Prior to Being ------------------
Name and Address of Beneficial Owner Offering(1) Offered Number Percent
------------------------------------ ------------ --------- ------ -------
<S> <C> <C> <C> <C>
Grotech Partners IV, L.P.(2) 1,583,951 1,583,951 -0- -0-
Grotech Partners III, L.P.(2) 311,984 311,984 -0- -0-
Grotech III Companion Fund, L.P.(2) 33,914 33,914 -0- -0-
Grotech III Pennsylvania Fund, L.P.(2) 19,485 19,485 -0- -0-
Constitution Partners I, L.P.(3) 487,228 487,228 -0- -0-
M&M General Partnership(3) 67,366 67,366 -0- -0-
Richard K. McDonald(3) 182,660 182,660 -0- -0-
</TABLE>
- -------------------------
(1) Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the SEC under the Securities Exchange Act of 1934, as
amended. Shares of common stock issued pursuant to options, warrants and
convertible securities, to the extent such securities are currently
exercisable or convertible within 60 days of November 1, 1999, are treated
as outstanding for computing the percentage of the person holding such
securities but are not treated as outstanding for computing the percentage
of any other person. Unless otherwise noted, each person or group
identified possesses sole voting and investment power with respect to
shares, subject to community property laws where applicable. Shares not
outstanding but deemed beneficially owned by virtue of the right of a
person or group to acquire them within 60 days are treated as outstanding
only for purposes of determining the number of and percent owned by such
person or group.
(2) The business address of Grotech Partners IV, L.P., Grotech Partners III,
L.P., Grotech III Companion Fund, L.P. and Grotech III Pennsylvania Fund,
L.P. is 9690 Deereco Road, Timonium, MD 21093. Grotech Capital Group IV,
LLC is the general partner of Grotech Partners IV, L.P. Grotech Capital
Group, Inc., is the general partner of Grotech Partners III, L.P., Grotech
III Companion Fund, L.P. and Grotech III Pennsylvania Fund, L.P. Messrs.
Shaughnessy and Sullivan disclaim beneficial ownership of these shares for
all purposes. Dennis J. Shaughnessy and J. Roger Sullivan, Jr., both serve
as directors and officers of Grotech Capital Group IV, LLC and Grotech
Capital Group, Inc., and each has served as a director of U.S. Vision since
1995.
(3) The business address of Constitution Partners I, L.P., M&M General
Partnership and Richard K. McDonald is 600 Grant Street, 57th Floor, USX
Tower, Pittsburgh, PA 15219. Mr. McDonald serves as the general partner of
M&M General Partnership and the general partner of RKM Investment Company,
the general partner of Constitution Partners I, L.P. Mr. McDonald disclaims
beneficial ownership of the stock held by Constitution Partners I, L.P. and
M&M General Partnership, except to the extent of his pecuniary interest
therein. Mr. McDonald has served as a director of U.S. Vision since 1995.
The information provided in the table above with respect to the selling
stockholders has been obtained from the selling stockholders. Except as
otherwise disclosed above, the selling stockholders have not within the past
three years had any position, office or other material relationship with U.S.
Vision. Because the selling stockholders may sell all or some portion of the
shares of common stock beneficially owned by it, only an estimate (assuming the
selling stockholders sell all of their shares offered hereby) can be given as to
the number of shares of common stock that will be beneficially owned by the
selling stockholders after this offering. In addition, the selling stockholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the date on which
it provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act of 1933.
-8-
<PAGE> 9
PLAN OF DISTRIBUTION
The shares of U.S. Vision common stock covered by this prospectus may be offered
and sold from time to time by the selling stockholders, including donees,
transferees, pledgees or other successors in interest that receive any shares as
a gift, partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of U.S. Vision in making decisions with
respect to the timing, manner and size of each sale. The selling stockholders
may sell the shares covered by this prospectus on the Nasdaq National Market, or
otherwise, at prices and under terms then prevailing or at prices related to the
then current market price or at negotiated prices. The selling stockholders may
offer its shares of common stock in one or more of the following transactions:
o on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale, including
the Nasdaq National Market;
o a block trade in which the broker-dealer so engaged will attempt to
sell shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
o through purchases by a broker-dealer as principal and resales by such
broker-dealer for its own account pursuant to this prospectus;
o through ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o in the over-the-counter market;
o in private transactions;
o through options;
o by pledge to secure debts and other obligations; or
o a combination of any of the above transactions.
If required, we will distribute a supplement to this prospectus to describe
material changes in the terms of the offering.
The shares of common stock described in this prospectus may be sold from time to
time directly by the selling stockholders. Alternatively, the selling
stockholders may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933. Any profits on the resale of shares of common
stock and any compensation received by any underwriter, broker/dealer or agent
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933.
Any shares covered by this prospectus which qualify for sale pursuant to Rule
144 under the Securities Act of 1933 may be sold under Rule 144 rather than
pursuant to this prospectus. The selling stockholders may transfer, devise or
gift such shares by other means not described in this prospectus.
-9-
<PAGE> 10
To comply with the securities laws of certain jurisdictions, the common stock
must be offered or sold only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, the common stock may not be offered or
sold unless they have been registered or qualified for sale or any exemption is
available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the common stock may not simultaneously engage in market-making activities
with respect to the common stock for five business days prior to the start of
the distribution. In addition, the selling stockholders and any other person
participating in a distribution will be subject to the Securities Exchange Act
of 1934 which may limit the timing of purchases and sales of common stock by the
selling stockholders or any such other person. These factors may affect the
marketability of the common stock and the ability of brokers or dealers to
engage in market-making activities.
All expenses of this registration, estimated at approximately $22,000, will be
paid by U.S. Vision. These expenses include the SEC's filing fees and fees under
state securities or "blue sky" laws. The selling stockholders will pay all
underwriting discounts and selling commissions, if any.
LEGAL MATTERS
Sayles & Lidji, A Professional Corporation, Dallas, Texas, will give its opinion
that the shares offered in this prospectus have been validly issued and are
fully paid and non-assessable.
EXPERTS
The consolidated financial statements of U.S. Vision appearing in U.S. Vision's
Annual Report (Form 10-K) for the year ended January 31, 1999, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
-10-
<PAGE> 11
We have not authorized any dealer, sales person or other person to give any
information or to make any representations other than those contained in this
prospectus or any prospectus supplement. You must not rely on any unauthorized
information. This prospectus is not an offer of the securities in any state
where an offer is not permitted. The information in this prospectus is current
as of November 1, 1999. You should not assume that this prospectus is accurate
as of any other date.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information ......................................... 2
Forward-Looking Statements .................................................. 3
Risk Factors ................................................................ 3
The Company ................................................................. 7
Use of Proceeds ............................................................. 7
Selling Stockholders ........................................................ 7
Plan of Distribution ........................................................ 9
Legal Matters .............................................................. 10
Experts .................................................................... 10
</TABLE>
2,686,588 SHARES
U.S. VISION, INC.
COMMON STOCK
($0.01 PAR VALUE)
PROSPECTUS
DATED JANUARY 12, 2000
