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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sight Resource Corporation
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(NAME OF ISSUER)
Common Stock, $.01 par value
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(TITLE OF CLASS OF SECURITIES)
826 55 N105
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(CUSIP NUMBER)
Gordon Safran
24909 Duffield Road
Cleveland, Ohio 44122
(216) 831-0575
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 18, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
Check the following box if a fee is being paid with this statement |X|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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CUSIP NO. 826 55 N105 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gordon Safran
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO-Reporting Person acquired shares of Issuer
in exchange for shares of corporation owned by
Reporting Person which was merged into a wholly
owned subsidiary of Issuer.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER 173,999
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 347,998
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 173,999
PERSON WITH
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10 SHARED DISPOSITIVE POWER 347,998
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521, 997
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule relates is the
Common Stock, par value $.01 per share (the "Common Stock"), of Sight Resource
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 67 South Burlington, Massachusetts, 01803.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Gordon Safran, an individual. Gordon Safran
is sometimes referred to herein individually as a "Reporting Person" or as "Mr.
Safran."
ITEM 2.(a)(b)(c)
(a) Gordon Safran
(b) 24909 Duffield Road, Cleveland, Ohio 44122
(c) Currently, Gordon Safran performs consulting services for the
Issuer at its recently acquired optical manufacturing and
retailing facilities located at 1549 East 30th Street,
Cleveland, Ohio.
(d) During the last five years, Gordon Safran has not been
convicted in a criminal proceeding.
(e) During the last five years, Gordon Safran has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in his being subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) Gordon Safran is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Gordon Safran acquired the shares which are the subject of this
statement in exchange for the shares of E.B. Brown Opticians, Inc. ("Merged
Corporation"), a corporation which was merged with and into E.B. Acquisition
Corp., a wholly owned subsidiary (the "Subsidiary") of the Issuer (the "Merger")
on September 18, 1996. In the Merger, the shares held by Gordon Safran in the
Merger Corporation were exchanged for 173,999 shares of the Issuer's common
stock, and the shares owned by The E.B. Brown Optical Company ("E.B. Brown")
were exchanged for 347,998 shares of the Issuer's common stock (collectively,
the "SRC Shares"). Gordon Safran owns 85% of the outstanding shares of E. B.
Brown and his spouse, Evelyn Safran, owns the remaining 15%.
ITEM 4. PURPOSE OF TRANSACTION.
Gordon Safran and E.B. Brown acquired 521,997 shares of common stock
pursuant to an Asset Transfer and Merger Agreement (the "Merger Agreement")
dated September 18, 1996, among Sight Resource Corporation, the Subsidiary, E.B.
Brown, Brown Optical Laboratories, Inc. ("Laboratories"), Gordon Safran and
Evelyn Safran. The purpose of this transaction was for the Issuer, through the
Subsidiary, to acquire the Merged Corporation by way of merger and, for
additional consideration, to equip the assets of E.B. Brown and Laboratories.
The Merger Agreement includes an adjustment provision pursuant to which
Reporting Person and E.B. Brown may receive additional shares of the Issuer's
common stock. The SRC shares received by Reporting Person and E.B. Brown are
"restricted" securities as such term is defined under the Securities Act of
1933, as amended (the "1933 Act"). If the average closing price of the Issuer's
common stock is less than $2.75 per share during the twenty (20) consecutive
trading days immediately prior to the date on which the SRC Shares become
"unrestricted" (either by operation of Rule 144 under the 1933 Act or by
registration under the 1933 Act), the Reporting Person and E.B. Brown will
receive in the aggregate an additional number of shares of the Issuer's common
stock equal to 20% of the number of SRC Shares received by them in the Merger
(as adjusted for stock splits, stock dividends, recapitalizations,
reclassifications or any similar events.)
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The Issuer intends to consider Gordon Safran for nomination for
election to its Board of Directors, but has made no commitment to so nominate
him.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gordon Safran beneficially owns 521,997 shares of the Issuer's
common stock , which represents approximately 6.03% of the total issues and
outstanding shares of the Issuer's common stock.
(b) Gordon Safran has sole voting power and sole dispositive power over
173,999 shares of the Issuer's common stock. Mr. Safran has shared voting power
and shared dispositive power over 347,998 shares of the Issuer's common stock
owned by E.B. Brown. Mr. Safran owns 85%of the outstanding shares of E. B.
Brown, and his wife, Evelyn Safran, owns the remaining 15%.
(c) In the past 60 days, Gordon Safran has had no transactions in the
Issuer's common stock, except as described in Item 4 above.
(d) Except as described in Item 5(b) above, no other person is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock beneficially owned by Mr.
Safran.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Safran and E.B. Brown received the SRC Shares pursuant to the
Merger Agreement. See Item 4 above.
Except as described herein, neither Mr. Safran nor E.B. Brown has any
contracts, arrangements, understandings or relationships with any other person
with respect to any securities of the Issuer. The Issuer has granted to
Mr. Safran and E.B. Brown registration rights with respect to the SRC Shares
pursuant to a Registration Rights Agreement dated September 18, 1996 among
Sight Resource Corporation, Gordon Safran, Evelyn Safran and The E.B. Brown
Optical Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Merger Agreement is filed as Exhibit A hereto and incorporated
herein.
The Registration Rights Agreement is filed as Exhibit B hereto and
incorporated herein.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 28, 1996 /s/ Gordon Safran
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Gordon Safran
