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) APRIL 5, 2000
VISTA EYECARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Commission File No: 0-20001
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GEORGIA 58-1910859
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
296 Grayson Highway
Lawrenceville, Georgia 30045
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(Address of Principal Executive Offices)
(770)-822-3600
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(Registrant's Telephone Number, including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On April 5, 2000, the Company and ten of its subsidiaries (collectively,
the "Debtors") filed voluntary petitions with the United States Bankruptcy Court
for the Northern District of Georiga for reorganization under Chapter 11 (the
"Chapter 11 Cases"). The Chapter 11 Cases have been consolidated for the purpose
of joint administration under Case No. 00-65214. The Debtors are currently
operating their businesses as debtors-in-possession pursuant to the Bankruptcy
Code. All affiliated entities of the Company are included in the Chapter 11
Cases, except only (a) three subsidiaries which are licensed managed care
organizations and (b) foreign subsidiaries of the Company.
On April 5, 2000, the Registrant issued a Press Release, attached hereto as
Exhibit 99.
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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.
VISTA EYECARE, INC.
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(Registrant)
BY: /s/ Angus C. Morrison
Angus C. Morrison
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: April 12, 2000
CONTACTS:
Angus C. Morrison
Senior Vice President, CFO & Treasurer
(770) 822-4295
www.vistaeyecare.com
FOR IMMEDIATE RELEASE:
April 5, 2000
VISTA EYECARE TO RESTRUCTURE UNDER CHAPTER 11
LAWRENCEVILLE, GA Vista Eyecare, Inc. (NASDAQ: VSTA), the national retail
optical company, announced today that it has filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The Company made the filing in the U.S.
Bankruptcy Court in the Northern District of Georgia.
James W. Krause, Chairman and Chief Executive Officer, stated that, "This is not
an ordinary bankruptcy case. We have positive cash flows and a strong core
business. Our problems are clearly defined - too much high cost debt and too
many under-performing retail centers acquired in 1998. We have spent the past
several weeks attempting to come up with a proposal that would address these
problems outside of a court proceeding. Ultimately, the time required to
complete a restructuring transaction and the uncertain cost of closing
unprofitable locations were too great to overcome."
Mr. Krause continued, "We expect to emerge from bankruptcy as quickly as
possible with all of our host operations, with a smaller and more profitable
base of free-standing locations, and with a sound capital structure."
Subject to court approval, the Company expects to receive Debtor-in-Possession
(DIP) financing from its current secured lenders.
Mr. Krause concluded, "While unfortunate, this proceeding will bring order to a
disorderly process. It should have little or no impact on our customers, our
independent optometrists, or our employees. We intend to continue to compete
vigorously in our markets and to work diligently to meet the needs of our
customers."
Vista Eyecare, Inc., with a total of 908 locations, is the nation's third
largest optical company in terms of sales on an annualized basis and second
largest in terms of locations (including 586 leased department and 322 Vista
Optical free standing locations). The Company's retail operations offer a full
line of optical goods including spectacles, contact lenses, prescription and
non-prescription sunglasses and a full line of optical accessories. In addition,
independent Doctors of Optometry are available adjacent to most store locations.
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This press release includes certain forward-looking statements in reliance on
the "safe harbor" provisions of The Private Securities Litigation Reform Act of
1995. Any such forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to the factors identified below. Actual
results may differ materially from those anticipated in any such forward-looking
statements.
The Company's liquidity, capital resources, and results of operations may be
affected from time to time by a number of factors and risks, including, but not
limited to, the factors described in the Company's filings with the Securities
and Exchange Commission; the ability of the Company to: arrange DIP financing;
operate successfully under a Chapter 11 proceeding; comply with the terms of its
credit facility prior to obtaining DIP financing; obtain shipments and negotiate
terms with vendors and service providers for current orders; negotiate terms
with landlords with respect to stores to be closed and current and future lease
obligations; fund and execute a new operating plan for the Company; attract and
retain key executives and associates; meet competitive pressures from other
retailers, including specialty retailers and discount stores, which may affect
the nature and viability of the Company's business strategy; generate cash flow
notwithstanding the seasonal nature of the Company's business; attract and
retain customers; manage its business notwithstanding potential adverse
publicity.
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