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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
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
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OptiCare Health Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15223 76-0453392
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
87 Grandview Avenue, Waterbury, Connecticut 06708
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 203-596-2236
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Saratoga Resources, Inc., 301 Congress Avenue - Suite 1550, Austin, Texas 78701
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
(i) On August 30, 1999, the Board of Directors of the Registrant
determined not to engage Ernst & Young LLP ("EY") to audit the Registrant's
consolidated financial statements as of and for the year ending December 31,
1999. EY did not audit the Registrant's consolidated financial statements as of
and for the year ended December 30, 1997. The Registrant's consolidated
financial statements as of and for the year ended December 31, 1997 were audited
by Hein + Associates.
(ii) The reports of EY on the consolidated financial statements of the
Registrant as of and for the year ended December 31, 1998, contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The management of the Registrant has requested that EY furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. Such letter is filed with
this Report as Exhibit 16.
(iv) During the Registrant's year ended December 31, 1998, and the
subsequent interim period through August 30, 1999, there have been no
disagreements with EY on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of EY would have caused them
to make reference thereto in their reports on the Registrant's consolidated
financial statements.
(b) New Independent Accountants.
On August 30, 1999, the Board of Directors of the Registrant formally
approved the appointment of Deloitte & Touche LLP as its independent accountant
to audit the Registrant's consolidated financial statements as of and for the
year ending December 31, 1999. The decision to change independent accountants
was approved by the Board of Directors of the Registrant.
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
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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 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
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(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 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.*
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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. (Supersedes the
letter filed as Exhibit 16 to the Current Report on form 8-K/A (Date
of Event - August 13, 1999) filed with the Securities and Exchange
Commission on September 10, 1999). **
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* 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.
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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 17, 1999 OPTICARE HEALTH SYSTEMS, INC.
By: /s/ Steven L. Ditman
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Name: Steven L. Ditman
Title: Executive Vice President
and Chief Financial
Officer
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September 17, 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/A-2 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), (ii) and (iv). 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
