As filed with the Securities and Exchange Commission
on August 2, 1999.
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VISTA EYECARE, INC.
(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 30045
(770) 822-3600
(ADDRESS AND TELEPHONE NUMBER OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES)
VISTA EYECARE, INC. RESTATED STOCK OPTION AND INCENTIVE AWARD PLAN
(FULL TITLE OF THE PLAN)
MITCHELL GOODMAN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
296 GRAYSON HIGHWAY
LAWRENCEVILLE, GEORGIA 30045
(770) 822-3600
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID A. STOCKTON, ESQ.
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-4530
(404) 815-6500
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE <F1> OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares <F2> $3.703125 $3,703,125 $1,029.47
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based on $3.703125, the average of the high and low prices on the NASDAQ
National Market System on July 29, 1999.
<F2> Pursuant to Rule 416, this Registration Statement shall be deemed to cover
any additional securities to be offered or issued from stock splits, stock
dividends, or similar transactions.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
As permitted by General Instruction E to Form S-8, in connection with
this registration of additional shares the Registrant hereby incorporates by
reference the contents of its registration statement on Form S-8 (file no.
33-68750) filed as of September 9, 1993.
The following required opinion, consents and power of attorney are
filed herewith as part of this Registration Statement:
Exhibit Number Description
5 Opinion and Consent of Kilpatrick Stockton LLP
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in the signature
page of this Registration Statement).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on this 22nd day of
July, 1999.
VISTA EYECARE, INC.
By: /s/ James W. Krause
James W. Krause
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James W. Krause and Mitchell Goodman,
Esq. as attorneys-in-fact, having the power of substitution, for them in any and
all capacities, to sign any amendments to this Registration Statement on Form
S-8 and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on July 22, 1999.
Chairman of the Board and Chief Executive Officer
/s/ James W. Krause and President (Principal Executive Officer)
James W. Krause
/s/ Angus C. Morrison Senior Vice President, Chief Financial Officer
Angus C. Morrison and Treasurer (Principal Financial and Accounting
Officer)
/s/ David I. Fuente Director
David I. Fuente
/s/ Ronald J. Green Director
Ronald J. Green
/s/ James E. Kanaley Director
James E. Kanaley
/s/ Campbell B. Lanier, III Director
Campbell B. Lanier, III
/s/ J. Smith Lanier, II Director
J. Smith Lanier, II
II-2
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
5 Opinion and Consent of Kilpatrick Stockton
LLP, counsel to the Registrant
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the
Signature Page of this Registration
Statement)
EXHIBIT 5
KILPATRICK STOCKTON LLP ATTORNEYS AT LAW
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com
July 30, 1999
Vista Eyecare, Inc.
296 Grayson Highway
Lawrenceville, Georgia 30045
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Vista Eyecare, Inc. f/k/a 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 award of up to
4,350,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), pursuant thereto.
In such capacity, 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.
Based on and subject to the foregoing, it is our opinion that the Plan
and the proposed award thereunder of up to 4,350,000 shares of Common Stock have
been duly authorized by the Board of Directors of the Company, and that 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.
KILPATRICK STOCKTON LLP
By: David A. Stockton
David A. Stockton, a partner
ACCOUNTANT'S CONSENT
EXHIBIT 23
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 28, 1999 included in Vista Eyecare, Inc.'s Form 10-K for the year ended
January 2, 1999 and to all references to our firm included in or made a part of
this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Atlanta, Georgia
July 29, 1999
