SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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: April 27, 1995
NUVISION, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-13698 38-1412890
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
2284 South Ballenger, Flint, MI 48501
(Address of principal executive offices)
Registrant's telephone number, including area code: (810) 767-0900
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS.
On April 27, 1995, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with American Vision Centers, Inc. ("AVC") and
its wholly-owned subsidiary, NI Acquiring Corp. ("Purchaser"), which provides
for the merger of the Purchaser with and into the Registrant and the conver-
sion of all of the outstanding shares of common stock of the Registrant, par
value $0.50 per share (the "Shares"), into the right to receive cash in the
amount of $7.60 per share. The Merger Agreement also provides for the
Purchaser to commence a tender offer (the "Offer") for any and all Shares at
a price of $7.60 per share, net to the seller. The Offer was commenced on
May 4, 1995, and is scheduled to expire at midnight on Thursday, June 1,
1995, unless extended by the Purchaser. The Offer is subject to the satis-
faction of the condition that there will be validly tendered prior to the
expiration date and not withdrawn a number of Shares which, together with
the Shares owned by the Purchaser or AVC, represents at least 90% of the
Shares outstanding on a fully diluted basis, and to certain other conditions.
A copy of the Merger Agreement is filed as an Exhibit to this Current Report.
In addition, on April 27, 1995, Dr. Eli Shapiro and his wife
entered into a separate agreement with AVC and the Purchaser (the "Shareholder
Agreement") pursuant to which, among other things, they each agreed to tender in
the Offer all of the 1,137,785 Shares of which they are collectively the
beneficial owners.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. NONE.
(b) Pro Forma Financial Information. NOT APPLICABLE.
(c) Exhibits:
Ex. No. Description
2 Agreement and Plan of Merger, dated as of April 27,
1995, by and among Registrant, American Vision Centers,
Inc. and NI Acquiring Corp. (previously filed as
Exhibit 1 to the Registrant's Schedule 14D-9 filed
with the Commission on May 4, 1995, and incorporated
herein by reference).
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 thereunto duly authorized.
NuVISION, INC.
(Registrant)
Dated: May 10, 1995 By: /S/ JONATHAN E. RAVEN
Jonathan E. Raven
President
(Principal Executive and Duly
Authorized Officer)
EXHIBIT INDEX
Ex. No. Description
2 Agreement and Plan of Merger, dated as of April 27,
1995, by and among Registrant, American Vision Centers,
Inc. and NI Acquiring Corp. (previously filed as
Exhibit 1 to the Registrant's Schedule 14D-9 filed
with the Commission on May 4, 1995, and incorporated
herein by reference).
