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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): February 10, 2000
OPTICARE HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15223 76-0453392
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On February 10, 2000, OptiCare Health Systems, Inc. (the "Company") and
Vision Twenty-One, Inc. ("Vision Twenty-One") issued a joint press release
announcing that the Company and Vision Twenty-One have entered into a definitive
merger agreement pursuant to which the Company will acquire Vision Twenty-One. A
copy of the joint press release is filed herewith as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Joint Press Release, dated February 10, 2000, announcing the
acquisition of Vision Twenty-One, Inc. by OptiCare Health Systems,
Inc.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed with this Form 8-K and
oral statements by directors or officers of the Company that are not based on
historical fact constitute "forward-looking statements" within the meaning of
the Securities Act of 1933 and Securities Exchange Act of 1934. The terms
"OptiCare", "Company," "we," "our" and "us" refer to OptiCare Health Systems,
Inc. The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically identify
forward-looking statements. Those statements appear in the press release, and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things; the
consummation of the proposed merger transaction contemplated between the Company
and Vision Twenty-One, Inc. ("Vision Twenty-One"). You are cautioned that any
such forward looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) the inability of the proposed transaction to ultimately
close; (ii) the inability of the conditions to the closing of the transaction to
be satisfied, including but not limited to obtaining the required approval of
the shareholders of both companies; (iii) our inability to obtain required
financing in connection with the transaction; (iv) the loss of or changes in key
personnel, management or directors; (v) the inability to maintain our managed
care business; (vi) any adverse change in our managed care business; (vii)
changes in state and/or federal governmental regulations which could materially
affect our ability to operate or materially affect our ability to consummate the
proposed
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transaction with Vision Twenty-One; (viii) any adverse governmental or
regulatory changes or actions, including any healthcare regulations and related
enforcement actions; (ix) the ability to maintain or obtain required licensure
in the states in which we operate; (x) our stock price and Vision Twenty-One's
stock price; (xi) additional litigation claims that may arise; and (xii) other
factors including those identified in our filings from time to time with the
Securities and Exchange Commission. The Company undertakes no obligation to
publicly update or revise forward looking statements to reflect events or
circumstances after the date of the press release and this Form 8-K or to
reflect the occurrence of unanticipated events.
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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.
OPTICARE HEALTH SYSTEMS, INC.
Dated: February 10, 2000 By: /s/ Steven L. Ditman
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Name: Steven L. Ditman
Title: Chief Financial Officer
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EXHIBIT INDEX
Description
Exhibit Number Description
99.1 Joint Press Release, dated February 10, 2000, announcing the
acquisition of Vision Twenty-One, Inc. by OptiCare Health
Systems, Inc.
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[OPTICARE HEALTH SYSTEMS, INC. LETTERHEAD]
Contact:
Steven L. Ditman Bruce S. Maller
Executive Vice President and Chairman
Chief Financial Officer Vision Twenty-One, Inc.
OptiCare Health Systems, Inc. (727) 545-4300
(203) 596-2236
Theodore N. Gillette
Investor Relations: Chief Executive Officer
Robert P. Jones/Ephie Bernstein/Dory Lombardo Vision Twenty-ONe, Inc.
Media: Stacey Nield (727) 545-4300
Morgen-Walke Associates
(212) 850-5600
OPTICARE HEALTH SYSTEMS, INC. TO ACQUIRE VISION TWENTY-ONE
Waterbury, CT, February 10, 2000 - OptiCare Health Systems, Inc. (AMEX:
OPT) and Vision Twenty-One (NASDAQ: EYES) announced today that they have
entered into a definitive merger agreement. The transactions provides for
6 million shares of OptiCare common stock to be issued to shareholders of
Vision Twenty-One and the assumption of approximately $60 million of
Vision Twenty-One's outstanding debt. The merger will combine the companies'
laser vision correction and managed eye care businesses, creating leadership
positions in both market segments. The merger agreement also calls for
Vision Twenty-ONe to continue to divest certain of its other operating
businesses prior to closing.
Dean J. Yimoyines, M.D. Chairman and CEO of OptiCare said, ``This
combination puts OptiCare in a leading position for the delivery and
management of eye care services, particularly for laser vision correction and
managed eye care. Vision Twenty-One's laser vision correction business provides
strong operating and market synergies with OptiCare's growing laser vision
operations and the combination adds significant scale to our high growth
managed care business. Following the closing of this transaction, OptiCare
will have over 10 million managed eye care lives and a national provider panel
of approximately 11,000 practicing ophthalmologists and optometrists, providing
OptiCare a unique platform to accelerate the growth of our laser vision
correction and ambulatory surgery segments.''
-more-
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Page 2
Dr. Yimoyines continues, ``From an investor standpoint, the combination
will provide us with the critical mass to leverage our system's infrastructure
and to be a significant participant in the growing eye care industry.''
Bruce S. Maller, Chairman of the Board of Vision Twenty-One commented,
``We have previously announced our intention to explore strategic alternatives
for our company. We're very pleased to be able to announce this combination
with OptiCare, which we believe is the best strategic and financial outcome
for our shareholders. By combining with OptiCare, our investments in laser
vision correction services and managed are will continue to prosper. I look
forward to a continuing role in supporting the growth of the refractive
business and helping OptiCare implement its strategic initiatives.''
Under the terms of a definitive merger agreement, approved by unanimous
vote at meetings of each companies' boards of directors, Vision Twenty-One
stock will be converted to OptiCare stock at an initial exchange ratio of
.402 shares of OptiCare stock for each share of Vision Twenty-One. The final
exchange ratio will be calculated prior to closing in part on the basis of
a subsequent Vision Twenty-One balance sheet determination. Following the
closing of the merger, OptiCare is anticipated to have annual net revenues in
excess of $200 million.
The merger will be effected on a tax free basis to shareholders and will
be a purchase accounting transaction. The transaction is subject to certain
closing conditions, including regulatory approvals, the approval of OptiCare
and Vision Twenty-One shareholders, and the restructuring of certain debt
obligations of OptiCare and Vision Twenty-One, as well as a financing to
provide not less than $30 million of equity or mezzanine capital. The Company
has engaged the services of J.P. Morgan Securities Inc. and Legg Mason Wood
Walker, Inc. as co-agents to raise capital in connection with the merger. Legg
Mason has also delivered a fairness opinion to OptiCare on this transaction.
Paine Webber, Inc. has delivered a fairness opinion to Vision Twenty-One and
acted as its financial advisor on the transaction.
OptiCare Health Systems, Inc. is an integrated eye care services company
focused on providing laser vision correction, managed care, and professional
eye care services. It currently owns, operates, and develops laser and
ambulatory surgery centers and provides systems, including Internet-based
software solutions to eye care professionals. Vision Twenty-One is a vision
care company focused on the development of refractive eye laser and surgery
centers, and managed care services. Vision Twenty-One is headquartered in
Largo, Florida.
The Shareholders of the respective companies are advised to carefully
read the proxy statement, once it becomes available, which will be mailed to
them in the future, prior to forming their decision on whether to vote in
favor of the transaction. Additionally, once the proxy is available,
shareholders may be able to obtain the proxy statement and any other relevant
documents at no charge at the Securities and Exchange web site located at
www.sec.gov or by requesting the same from the respective companies.
Forward-looking statements (statements which are not historical facts)
in this release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform
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Act of 1995. OptiCare Health Systems' and Vision Twenty-One's actual results
could differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, regulatory changes, risks related to the eye care
industry, the Company's ability to successfully integrate acquired businesses,
finance and profitably operate its operations, and other factors. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including those risks and uncertainties detailed in OptiCare
Health Systems' and Vision Twenty-One's filings with the Securities and
Exchange Commission.
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