As filed with the Securities and Exchange Commission on May 15, 1997.
File No. 333-________
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 NON-EMPLOYEE DIRECTOR
STOCK OPTION 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
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, $.01 230,000 shares <1> $4.4375<2> $20,625 <1> $309.28
par value
<FN>
<F1> 270,000 shares issuable under the Restated Non-Employee
Director Stock Option Plan were previously registered under
Registration Statement No. 33-68750.
<F2> Determined in accordance with Rule 457(h) under the
Securities Act of 1933, based on $4.4375, the average of the
high and low sale prices quoted on the NASDAQ National Market
System on May 12, 1997.
</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(a) & 23(a) Opinion and Consent of Counsel to
Registrant
23(b) Consent of Arthur Andersen LLP
________________________
<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 April 29, 1997.
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 indicated on April 29, 1997.
Signature Title
--------- -----
/s/ James W. Krause Chairman of the Board, Chief
James W. Krause Executive Officer and
President (Principal
Executive Officer)
/s/ Sandra M. Buffa Senior Vice President,
Sandra M. Buffa Finance, Treasurer and
Director (Principal Financial
Officer)
/s/ Angus C. Morrison Vice President, Corporate
Angus C. Morrison Controller (Principal
Accounting Officer)
<PAGE>
/s/ David I. Fuente Director
David I. Fuente
/s/ Ronald J. Green Director
Ronald J. Green
/s/ Campbell B. Lanier, III Director
Campbell B. Lanier, III
/s/ J. Smith Lanier, II Director
J. Smith Lanier, II
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of Arthur Andersen LLP
EXHIBIT 5(A) AND 23(A)
May 13, 1997
404 815-6444
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
Non-Employee Director Stock Option Plan (the "Plan") and the
proposed offer and sale of up to 500,000 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 500,000 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,
By: /s/ David A. Stockton
David A. Stockton, a partner
Exhibit 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 10,
1997 included in National Vision Associates, Ltd.'s Form 10-K for the
year ended December 28, 1996 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 12, 1997
