As filed with the Securities and Exchange Commission on June 21, 1996.
File No. 33-________
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NATIONAL VISION ASSOCIATES, LTD.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1910859
------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
296 Grayson Highway
Lawrenceville, Georgia 30245
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
NATIONAL VISION ASSOCIATES, LTD.
RESTATED STOCK OPTION AND
INCENTIVE AWARD PLAN
---------------------------------
(Full Title of the Plan)
Mitchell Goodman, Esquire
Vice President, General Counsel and Secretary
NATIONAL VISION ASSOCIATES, LTD.
296 Grayson Highway
Lawrenceville, Georgia 30245
(770) 822-3600
----------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Per Aggregate Offering Registration Fee
to be Registered Unit Price
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,000,000 shares $ 4.75 <F1> $4,750,000 <F1> $1,637.95
par value
- -----------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(h) under the
Securities Act of 1933, based on $4.75, the average of the
high and low sale prices quoted on the NASDAQ National Market
System on June 19, 1996.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on September 9, 1993 File No.
33-68750 are incorporated by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
- -------------- ------------
5.1 & 23.1 Opinion and Consent of Counsel to Registrant
23.2 Consent of Arthur Andersen LLP
-2-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lawrenceville,
State of Georgia, on June 18, 1996.
NATIONAL VISION ASSOCIATES, LTD.
By: /s/ James W. Krause
James W. Krause
Chief Executive Officer and
President
Each person whose signature appears below hereby constitutes and
appoints James W. Krause and Mitchell Goodman, Esq., and either of them,
his true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to cause the same to be
filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting
to said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing whatsoever requisite and desirable
to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying
and confirming all acts and things that said attorneys-in-fact and
agents, or their substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ James w. Krause Chairman of the Board, Chief June 18, 1996
James W. Krause Executive Officer and President
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Sandra M. Buffa Senior Vice President, Finance, June 20, 1996
Sandra M. Buffa Treasurer and Director (PRINCIPAL
FINANCIAL OFFICER)
________________________ Vice President, Corporate June ____, 1996
Angus C. Morrison Controller (PRINCIPAL
ACCOUNTING OFFICER)
/s/ Edward G. Weiner Vice Chairman of the Board June 20, 1996
Edward G. Weiner
-3-
<PAGE>
/s/ David I. Fuente Director June 20, 1996
David I. Fuente
/s/ Ronald J. Green Director June 18, 1996
Ronald J. Green
Campbell B. Lanier, III Director June 18, 1996
Campbell B. Lanier, III
/s/ J. Smith Lanier, II Director June 19, 1996
J. Smith Lanier, II
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
5.1 & 23.1 Opinion and Consent of Counsel to Registrant*
23.2 Consent of Arthur Andersen LLP
* Exhibit 23.1 to be included in Exhibit 5.1
-5-
KILPATRICK & CODY
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
DIRECT DIAL: (404) 815-6444
FAX: (404) 815-6555
June 21, 1996
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30245
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for National Vision Associates,
Ltd., a Georgia corporation (the "Company"), in the preparation
of the Form S-8 Registration Statement relating to the Company's
Restated Stock Option and Incentive Award Plan (the "Plan") and
the proposed offer and sale of up to 3,350,000 shares of the
Company's common stock, $.01 par value (the "Common Stock")
pursuant thereto. In connection with the preparation of said
Registration Statement, we have examined certificates of public
officials and originals or copies of such corporate records,
documents and other instruments relating to the authorization of
the Plan and the authorization and issuance of the shares of
Common Stock as we have deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Company was duly organized and incorporated and is
validly existing under the laws of the State of Georgia, with an
authorized capitalization consisting of 100,000,000 shares of
Common Stock, par value $.01 per share, and 5,000,000 shares of
Preferred Stock, par value $1.00 per share.
The Plan and the proposed offer and sale thereunder of
up to 3,350,000 shares of Common Stock pursuant to the Plan have
been duly authorized by the Board of Directors of the Company,
and the shares, when issued in accordance with the terms and
conditions of the Plan, will be validly issued, fully-paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
KILPATRICK & CODY
By: /s/ David A. Stockton
David A. Stockton, a partner
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form S-8 into the
Company's previously filed Registration Statement File No. 33-
71882.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 19, 1996
