SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 2, 2000 (August 1, 2000)
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EYECITY.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27561 11-3327465
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(Commission File Number) (IRS Employer Identification Number)
79 Express Street, Plainview, NY 11803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 822-5000
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Page 1 of 5 pages
Exhibit Index located on page 4
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ITEM 5. OTHER EVENTS
On August 2, 2000 Eyecity.com, Inc. announced that it had engaged an NASD
registered broker dealer to act as its exclusive placement agent for the purpose
of offering to certain accredited investors on a "best efforts" basis a minimum
of $1,000,000 and a maximum of $15,000,000 of units, each unit consisting of a
$100,000 10% Secured Convertible Debenture due 2003 and Warrants to purchase
200,000 shares of Eyecity's common stock. The Debentures are to be secured by
Eyecity's assets, subject to certain exceptions, and will be subordinate to
certain other obligations of Eyecity. The Debentures are convertible into common
stock at the rate of $.50 per share, and the Warrants are exercisable for common
stock at $1.00 per share, in each case, subject to anti - dilution protection.
The Warrants are, under certain circumstances, redeemable by Eyecity for $.05
per warrant. Eyecity can require conversion of the Debentures under certain
circumstances, and the Debentures are redeemable at Eyecity's option. The units
are being offered by Eyecity on a "best efforts, all or none" basis as to the
first ten units and on a "best efforts" basis as to the remaining 140 units. The
offering will commence on the date of distribution of a confidential offering
memorandum and will expire, unless terminated or extended by Eyecity and the
placement agent, (x) on the earlier of (i) 90 days from the date of the
confidential offering memorandum or (ii) November 30, 2000 (the "Initial
Offering Period") if 10 units are not sold during the Initial Offering Period
and (y) if 10 units are sold during the Initial Offering Period, on the earlier
of (i) such date as an aggregate of 150 units are sold and (ii) 90 days
following the Initial Offering Period. Shares of common stock underlying the
Debentures and Warrants are required to be registered within 120 days from the
final closing. The proceeds of the offering will be used for strategic
acquisitions, strategic alliances and working capital.
The securities comprising the units to be offered have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration under the Securities Act or an applicable
exemption therefrom. This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any security. An offer can be made only by the
confidential offering memorandum and only in states in which the offering of the
securities is registered or is exempt from registration and by broker-dealers
authorized to do so.
Page 2 of 5
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits:
99.1 Eyecity.com, Inc. Press Release, dated August 2, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EYECITY.COM, INC.
By: /s/ Mark H. Levin
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Name: Mark H. Levin
Title: President and Chief Executive Officer
Date: August 2, 2000
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EXHIBIT INDEX
Document Page No.
99.1 Eyecity.com, Inc. Press Release, dated August 2, 2000.
Page 4 of 5
