<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 13, 1999
--------------------------------
OptiCare Health Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-15223 76-0453392
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
87 Grandview Avenue, Waterbury, Connecticut 06708
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 203-596-2236
------------------------------
Saratoga Resources, Inc., 301 Congress Avenue - Suite 1550, Austin, Texas 78701
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
All the following financial statements are incorporated herein by reference
to the financial statements included in the Registration Statement,
beginning at page F-1 thereof.
PRIMEVISION HEALTH, INC.
Interim Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 1999 and December 31,
1998
Consolidated Statements of Operations for the quarters ended
March 31, 1999 and 1998
Consolidated Statements of Cash Flows for the quarters ended March
31, 1999 and 1998
Notes to Consolidated Financial Statements
Annual Financial Statements
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Shareholders' (Deficit) Equity for
the years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
OPTICARE EYE HEALTH CENTERS, INC., AND AFFILIATE
Interim Financial Statements (unaudited)
Combined Balance Sheets as of March 31, 1999 and December 31,
1998
Combined Statements of Operations for the quarters ended March 31,
1999 and 1998
Combined Statements of Cash Flows for the quarters ended March
31, 1999 and 1998
Notes to Combined Financial Statements
Annual Financial Statements
Report of Independent Auditors
Combined Balance Sheets as of December 31, 1998 and 1997
Combined Statements of Operations for the years ended
December 31, 1998, 1997 and 1996
Combined Statements of Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996
2
<PAGE>
Combined Statements of Cash Flows for the years ended December
31, 1998, 1997 and 1996
Notes to Combined Financial Statements
(b) Pro forma financial information:
All the following pro forma combined financial statements of the Registrant,
Prime and OptiCare are incorporated herein by reference to the financial
statements included in the Registration Statement, beginning at page F-1
thereof.
Introduction
Pro Forma Combined Balance Sheet as of March 31, 1999
Pro Forma Combined Statement of Operations for the quarter ended
March 31, 1999
Pro Forma Combined Statement of Operations for the year ended
December 31, 1998
Notes to Pro Forma Combined Financial Statements
It is impracticable at this time for the Registrant to provide all of the
financial statements that may be required to be included herein. The Registrant
hereby undertakes to file such required financial statements and information as
soon as practicable, but in no event later than sixty (60) days following the
date on which this report on Form 8-K is required to be filed.
(c) Exhibits:
2. Agreement and Plan of Merger, dated as of April 12, 1999, among the
Registrant, OptiCare Shellco Merger Corporation, Prime Shellco Merger
Corporation, OptiCare Eye Health Centers, Inc., and PrimeVision
Health, Inc., incorporated herein by reference to the Registrant's
Registration Statement on Form S-4, Registration No. 333-78501, as
amended (the "Registration Statement"), first filed on May 14, 1999,
Exhibit 2 and Annex A to the Proxy Statement/Prospectus included in
Part I of the Registration Statement.
3.1 Certificate of Amendment of the Certificate of Incorporation, dated as
of August 13, 1999, as filed on that day with the Delaware Department
of State.*
3.2 Certificate of Designation with respect to the Registrant's Series A
Convertible Preferred Stock, as filed with the Delaware Department of
State on August 13, 1999.*
3.3 Warrant dated as of August 13, 1999 between the Company and Bank
Austria Creditanstalt Corporate Finance, Inc.*
4.1 Form of Performance Stock Program, incorporated by reference to
Exhibit 4.1 of the Registration Statement, and Annex C thereof.
4.2 Form of Employee Stock Purchase Plan, incorporated by reference to
Exhibit 4.2 of the Registration Statement, and Annex D thereof.
10.1 Amended and Restated Loan and Security Agreement, dated as of August
13, 1999, among Consolidated Eye Care, Inc., OptiCare Eye Health
Centers, Inc., and PrimeVision
3
<PAGE>
Health, Inc., as Borrowers, OptiCare Health Systems, Inc., as the
Parent, the lenders named therein (the "Lenders"), Bank Austria, AG,
as the LC Issuer (the "LC Issuer"), and Bank Austria Creditanstalt
Corporate Finance, Inc., as the agent (the "Agent") (excluding
schedules and other attachments thereto).*
10.2 Guaranty, dated as of August 13, 1999, among OptiCare Health Systems,
Inc., OptiCare Eye Health Centers, Inc., PrimeVision Health, Inc.,
Consolidated Eye Care, Inc. and each of the other subsidiaries and
affiliates of the Company parties listed on the signature pages
thereto, in favor of the Lenders, the LC Issuer and the Agent for the
Lenders and the LC Issuer.*
10.3 Security Agreement, dated as of August 13, 1999, among the Company and
the other parties listed on the signature page thereto in favor of the
Agent for the benefit of the Lenders and the LC Issuer.*
10.4 Conditional Assignment and Trademark Security Agreement dated as of
August 13,1999, between OptiCare Eye Health Centers, Inc. and the
Agent for the benefit of the Lenders and the LC Issuer.*
10.5 Pledge and Security Agreement, dated as of August 13, 1999, among each
of OptiCare Health Systems, Inc., OptiCare Eye Health Centers, Inc.,
PrimeVision Health, Inc., Consolidated Eye Care, Inc. and each of the
other subsidiaries and affiliates of the Company listed on the
signature pages thereto, in favor of the Agent for the benefit of the
Lenders and the LC Issuer.*
10.6 Assignment of Notes and Security Agreement, dated as of August 13,
1999, between PrimeVision Health, Inc. and Bank Austria Creditanstalt
Corporate Finance, Inc. *
16 Letter regarding change of certifying accountants.**
---------------
* Incorporated by reference to the Current Report on Form 8-K (Date of
Event - August 13, 1999) filed with the Securities and Exchange
Commission on August 30, 1999.
** Filed herewith.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 9, 1999 OPTICARE HEALTH SYSTEMS, INC.
By: /s/ Steven L. Ditman
--------------------------------------
Name: Steven L. Ditman
Title: Executive Vice President and
Chief Financial Officer
5
<PAGE>
August 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: OPTICARE HEALTH SYSTEMS, INC., A DELAWARE CORPORATION
FORMERLY KNOWN AS SARATOGA RESOURCES, INC.
COMMISSION FILE NO. 1-15223
Gentlemen:
We have read Item 4 of the Current Report on Form 8-K dated August 13, 1999, of
OptiCare Health Systems, Inc. (formerly known as Saratoga Resources, Inc.), a
Delaware corporation, and we are in agreement with the statements contained in
paragraphs (a) (i) and (ii). Please note that Ernst & Young LLP (Raleigh, NC)
has issued a modified report on PrimeVision Health, Inc., a Delaware
corporation, which is now a wholly owned subsidiary of OptiCare Health Systems,
Inc. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
