<PAGE> 1
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): March 22, 2000
VISIONAMERICA INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-19283 13-3220466
- ------------------------------ ------------ ----------------------
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
5350 Poplar Avenue, Suite 900, Memphis, Tennessee 38119
- ----------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 901-683-7868
- ------------------------------------------ ------------
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
Reference is made to the press release dated March 24, 2000 attached
hereto as Exhibit 20.1 and the press release dated March 27, 2000 attached
hereto as Exhibit 20.2.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Ronald L. Edmonds resigned as a Director of the Company effective March
22, 2000. Reference is made to the press release dated March 24, 2000 attached
hereto as Exhibit 20.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
20.1 Press Release dated March 24, 2000.
20.2 Press Release dated March 27, 2000.
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.
VISIONAMERICA INCORPORATED
Dated: March 28, 2000
/s/ Thomas P. Lewis
--------------------------------
Thomas P. Lewis
Chief Executive Officer
<PAGE> 3
EXHIBIT INDEX
Exhibit Description
------- -----------
20.1 Press Release dated March 24, 2000.
20.2 Press Release dated March 27, 2000.
<PAGE> 1
EXHIBIT 20.1
FOR IMMEDIATE RELEASE
CONTACT: THOMAS P. LEWIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VISIONAMERICA ANNOUNCES RESIGNATION OF CFO, DELAY OF 10K FILING, ISSUE
OF UNPAID PAYROLL TAXES, ESTIMATED LOSSES FOR Q4 1999,
AND ELECTION OF NEW BOARD MEMBERS
MEMPHIS, Tenn. (March 24, 2000) -- VisionAmerica Incorporated (Nasdaq/NM:VSNA)
today accepts the resignation of Ronald L. Edmonds, chief financial officer,
effective immediately. Immediate efforts are underway to recruit a new CFO.
The Company anticipates that the filing of its Form 10-K for 1999 will
be delayed. The 1999 audit has not been completed and may not be completed for
several weeks. A principal reason for this delay is the recent discovery by the
board of directors of substantial amounts of unpaid payroll taxes. The Company
estimates that $3.5 million of additional payroll, withholding, and other taxes,
penalties and interest liabilities exist, in addition to a previously accrued $5
million payroll tax liability. The Company has engaged outside expertise in
attempting to obtain an agreed repayment schedule for this $8.5 million payroll
tax liability. The Company expects charges to operations as high as $3.5 million
related to this issue. The periods to which such charges may be allocated have
not been determined, but such final determination may result in the restatement
of previously announced results for 1999.
Although complete 1999 financial results are not available, the Company
estimates 4th quarter losses (excluding any potential impact of the payroll tax
issue discussed above) of approximately $2 million, of which approximately $1.2
million is attributable to restructuring expenses for certain management
contracts. As a result of these matters the Company is in violation of certain
covenants of its credit agreement with its primary lenders.
The Company also announced the election of Ernest Remo and Ghassan
Barazi to the Company's board of directors, which has been expanded to eight
positions. Mr. Remo is vice-chairman of the board of ICON Laser Eye Centers,
Inc., and Mr. Barazi is president and chief operating officer of ICON Laser Eye
Centers, Inc. ICON has pledged its support and continuing efforts to develop
joint refractive surgery programs in VisionAmerica markets. Currently, the
companies have developed five joint campaigns and have plans to launch these
programs in four more VisionAmerica markets in the next several days. The
significant growth of these joint campaigns will be detailed in future updates.
VisionAmerica expects to be a significant player in laser vision correction and
ICON has pledged to assist us in this initiative.
This press release contains forward-looking statements which involve
risks and uncertainties. VisionAmerica's actual results may vary significantly
from the results anticipated in these forward-looking statements as a result of
various risks, assumptions and certain factors. Factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, those discussed in
detail in the Company's filings with the Securities and Exchange Commission.
<PAGE> 1
EXHIBIT 20.2
FOR IMMEDIATE RELEASE
CONTACT: THOMAS P. LEWIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VISIONAMERICA TO HIRE INVESTMENT BANKER
TO HELP ENHANCE SHAREHOLDER VALUE
----------------------------------
GHASSAN BARAZI APPOINTED CHIEF OPERATING OFFICER
MEMPHIS, Tenn. (March 27, 2000) -- VisionAmerica Incorporated (Nasdaq/NM:VSNA)
today announced that its Board of Directors has instructed management to
redirect the Company by first paying down a substantial portion of its $40
million of debt owed mainly to its primary lending banks and the Internal
Revenue Service. The Company will begin immediately to interview
investment-banking firms towards the goal of selling subsidiaries that
strategically do not fit and towards raising new capital with minimum
dilution--a quest to enhance shareholder value.
Separately, Ghassan Barazi was appointed chief operating officer. Mr.
Barazi has expertise in developing and implementing laser vision correction
programs and in managing high volume cataract surgery practices. Mr. Barazi is a
board member and also COO of ICON Laser Eye Centers.
The Board has formed a special committee of which Mr. Ernest Remo, a
new board member, has been named chairman. The work of this committee includes
the review of activities concerning company payroll taxes and developing
strategies for austerity and cost containment measures. VisionAmerica will hire
independent specialists in each of these areas of focus. Mr. Remo, who was also
named to the Company's audit committee, serves as vice-chairman of ICON Laser
Eye Centers.
Thomas P. Lewis, president and chief executive officer, stated that
"VisionAmerica is in a state of restructuring, and we believe that we understand
the issues and can implement plans and strategies to redirect the Company for
the ultimate benefit of our shareholders. The Company, our primary lending banks
and our new investor, ICON, were all surprised by these recent developments and
all are insisting that the company meet its obligations and then preserve and
enhance shareholder value. Our immediate plans are to negotiate a settlement
plan with the IRS, substantially reduce our debt, get back to profitability and
then build from a solid base toward being a leader in the eyecare industry with
laser refractive and cataract surgery leading the way."
Finally, the Company announced that four additional VSNA / ICON Laser
Eye Centers will be opening this week. With the addition of these four new
centers, VSNA and ICON will have jointly developed nine laser vision centers.
The first five joint laser vision centers have generated approximately 5,100
LASIK evaluations during their first few weeks of activity. These same centers
collectively performed an average of 20 LASIK procedures per week in 1999.
This press release contains forward-looking statements which involve
risks and uncertainties. VisionAmerica's actual results may vary significantly
from the results anticipated in these forward-looking statements as a result of
various risks, assumptions and certain factors. Factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, those discussed in
detail in the Company's filings with the Securities and Exchange Commission.
