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)
September 7, 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
Page 1 of 2 pages
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ITEM 5. OTHER EVENTS
Eyecity.com, Inc. ("Eyecity") has completed a private placement "bridge"
offering pursuant to which it has sold, to certain accredited investors, sixteen
and one - quarter units (each a "Unit"), each Unit consisting of a $100,000 10%
Secured Convertible Debenture due 2003 ("Debentures") and warrants ("Warrants")
to purchase 400,000 shares of Eyecity's common stock. The Debentures are secured
by Eyecity's assets, subject to certain exceptions, and are 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 standard anti - dilution
protection. Eyecity can require conversion of the Debentures under certain
circumstances, and the Debentures are redeemable at Eyecity's option. The
Warrants are, under certain circumstances, redeemable by Eyecity for $.05 per
warrant. Eyecity intends to use the proceeds of the offering for working capital
purposes. The securities have not been registered under the Securities Act of
1933 (although Eyecity has an obligation to effect registration of the shares of
common stock issuable upon conversion of the Debentures and exercise of the
Warrants) and may not be offered or sold in the United States absent such
registration or an applicable exemption. The bridge offering is intended to
precede the offering referenced in Eyecity's Form 8-K, 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: September 7, 2000
