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As filed with the Securities and Exchange Commission on August 4, 1999. Registration No. 33-77030
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sight Resource Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-3181524
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
100 Jeffrey Avenue
Holliston, Massachusetts 01746
(508) 429-6916
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
William T. Sullivan
Chief Executive Officer and President
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, Massachusetts 01746
(508) 429-6916
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Lewis J. Geffen, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Approximate date of commencement of proposed sale to the public:
As soon as practical after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest
reinvestment, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered(1) Offering Price per Share Aggregate Offering Price Registration Fee(2)
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Common Stock, $.01 par value 2,472,100 $6.00 $14,832,600.00 $4,123.46
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(1) Includes shares of common stock to be issued upon exercise of the
Company's redeemable common stock purchase warrants and an indeterminate number
of additional shares of common stock as may from time to time become issuable
upon exercise of the redeemable common stock purchase warrants by reason of
stock splits, stock dividends and other similar transactions, which shares are
registered hereunder pursuant to Rule 416.
(2) The registration fee was previously paid to the Commission on
March 29, 1994.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
Subject to Completion, dated August 4, 1999
SIGHT RESOURCE CORPORATION
2,472,100 Shares of Common Stock
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. We have registered up to 2,472,100 This Investment Involves
shares of our common stock for issuance A High Degree of Risk.
upon the exercise of our outstanding
redeemable common stock purchase warrants You Should Purchase
by the holders of such warrants. Shares Only If
You Can Afford
. We will receive total proceeds of A Complete Loss.
$14,832,600 if all of the outstanding
redeemable common stock purchase warrants See "Risk Factors"
are exercised. Beginning on Page 2.
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Our common stock trades on the Nasdaq National Market under the symbol "VISN."
On August 3, 1999, the closing sale price of one share of our common stock
as quoted on the Nasdaq National Market was $3.938.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
__________ ____, 1999
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PROSPECTUS SUMMARY
You must also consult the more detailed financial statements, and notes
to financial statements, incorporated by reference in this prospectus. This
prospectus contains forward-looking statements and actual results could differ
materially from those projected in the forward-looking statements as a result of
certain of the risk factors as outlined in this prospectus. Investing in our
common stock is very risky. You should be able to bear a complete loss of your
investment. You should carefully consider the information set forth under the
heading "Risk Factors."
THE COMPANY
Sight Resource manufactures, distributes and sells eyewear and related
products and services. As of July 31, 1999 our operations consisted of 130 eye
care centers, with four regional optical laboratories and distribution centers,
making us one of the fifteen largest providers in the United States' primary
eye care industry based upon sales. Our eye care centers operate primarily
through our wholly owned subsidiaries under the brand names:
- Cambridge Eye Doctors
- E.B. Brown Opticians
- Eyeglass Emporium
- Kent Optical
- Shawnee Optical
- Vision Plaza
- Vision World
We also provide or, where necessary to comply with applicable law,
administer through affiliated practices the business functions of optometrists,
ophthalmologists and professional corporations that provide vision related
professional services. We administer the business functions of affiliated
practices by entering into management agreements with such practices. As of July
31, 1999, we administered the business of three professional corporations
through management agreements. In addition, as of July 31, 1999 we operated two
laser vision correction or "LVC" centers in association with selected ophthalmic
surgical providers.
We operate four regional optical laboratories and distribution centers.
The regional optical laboratories provide complete laboratory services to our
eye care centers, including polishing, cutting and edging, tempering, tinting
and coating of ophthalmic lenses. The distribution centers provide and maintain
an inventory of all accessories and supplies necessary to operate the primary
eye care centers in their regions, as well as "ready made" eye care products,
including contact lenses and related supplies. The inventory of eyeglass lenses,
frames, contact lenses, accessories and supplies is acquired through a number of
sources, domestic and foreign. We believe that the regional optical laboratories
and distribution centers have the capacity to accommodate additional multi-site
eye care centers.
Our address is Sight Resource Corporation, 100 Jeffrey Avenue, Holliston,
Massachusetts 01746, and our telephone number is (508) 429-6916.
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RISK FACTORS
Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. You should carefully consider the following
factors, in addition to other information in this prospectus.
We Have Significant Losses and May Never Be Profitable. We have
experienced losses in each year of operation since inception in November 1992
and may continue to incur significant operating losses for the foreseeable
future. Although we realized a net profit of $173,000 for the three months ended
March 27, 1999, our accumulated deficit was $18.1 million at March 27, 1999. For
the fiscal year ended December 31, 1998, we incurred a net loss of $985,000. If
our losses continue and we are unable to successfully operate our multi-site eye
care centers, we may never achieve profitability.
We May Not Successfully Complete Additional Acquisitions or Integrate and
Manage Completed Acquisitions. Since our formation, we have acquired the assets
of numerous multi-site eye care centers and their related optometric practices.
Our plans for growth and expansion include further acquisitions of the assets of
multi-site eye care centers and the practices of eye care professionals
(optometrists and ophthalmologists). The success of our growth strategy is
dependent, in part, on our ability to integrate and manage acquired operations
and to acquire, integrate and manage additional operations. Although we believe
that there are opportunities to acquire the assets of small to mid-sized
regional multi-site eye care centers and professional eye care practices:
- such opportunities may not continue to exist,
- we may not be able to identify suitable acquisition candidates,
- we may not be able to finance any such acquisitions,
- such acquisitions may not be consummated on favorable terms, or
- if we acquire additional operations, we may not be able to
integrate and manage such additional operations successfully.
In addition, our acquisition strategy will depend upon, among other
factors, our ability to effect economies of scale and realize other
efficiencies, any or all of which we may not be able to accomplish.
We Must Use A Complex Organizational Structure to Comply with the Laws,
Rules and Regulations of Certain States. The laws, rules and regulations of
certain states prohibit us as a corporation from practicing medicine, employing
physicians to practice medicine on our behalf, employing optometrists to render
optometric services on our behalf and unlawfully rebating or dividing
professional fees. These laws, rules and regulations vary significantly from
state to state and are enforced with broad discretion. Under the corporate
practice of medicine laws, legal ownership of equity in an entity which provides
medical services is prohibited and therefore, we use a complex organizational
structure through which we manage certain professional corporations without
giving us any legal form of ownership in compliance with the applicable laws,
rules and regulations of the applicable state. Our complex organizational
structure may not always successfully comply with the applicable laws, rules and
regulations of any state and the regulatory framework of certain jurisdictions
may limit our ability to expand into such jurisdictions if we are unable to
modify our operational structure to comply with such regulatory framework.
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We May Be Adversely Affected by Certain Proposed Initiatives. There have
been numerous initiatives on the federal and state levels for comprehensive
reforms affecting the payment for and availability of health care services. We
believe that such initiatives will continue during the foreseeable future. If
adopted, aspects of certain of these previously proposed reforms, such as those
relating to further reductions in Medicare and Medicaid payments and additional
prohibitions on direct or indirect physician ownership of facilities to which
they refer patients, could adversely affect our business.
If We Do Not Comply With the Anti-Kickback Laws We Could Be Subject to
Exclusion From Programs and Penalties. Federal law prohibits the offer, payment,
solicitation or receipt of any form of remuneration in return for, or in order
to induce, the referral of a person or the furnishing or arranging for the
furnishing of items or services reimbursable under Medicare or Medicaid.
Pursuant to this anti-kickback law, the federal government announced a policy of
increased scrutiny of joint ventures and other transactions among health care
providers in an effort to reduce potential fraud and abuse relating to Medicare
costs. How these provisions apply to many business transactions in the health
care industry has not yet been subject to judicial and regulatory
interpretation. Our failure to comply with the federal anti-kickback legislation
could result in our exclusion from Medicare and Medicaid programs and civil and
criminal penalties.
We believe that, although we receive fees under management services
contracts for management services, we are not in a position to make or influence
referrals of patients or services reimbursed under Medicare or Medicaid programs
to our affiliated practices or to receive such referrals. We intend such service
fees to be consistent with fair market value in arm's length transactions for
the nature and amount of management services rendered and therefore would not
constitute unlawful remuneration under anti-kickback laws and regulations. If we
are deemed to be in a position to make, influence or receive referrals from or
to physicians, or we are deemed to be a provider under the Medicare or Medicaid
programs, we may be subject to liability under federal and state anti-kickback
and anti-referral laws.
If We Do Not Comply With Stark II We Could Be Denied Payment and
Subjected to Penalties. Congress has enacted significant prohibitions against
physician referrals. These prohibitions, commonly known as "Stark II," amended
prior physician self-referral legislation known as "Stark I" by dramatically
enlarging the field of physician-owned or physician-interested entities to which
the referral prohibitions apply. Effective December 31, 1994, Stark II prohibits
a physician from referring Medicare or Medicaid patients to an entity providing
"designated health services" in which the physician has an ownership or
investment interest, or with which the physician has entered into a compensation
arrangement. The designated health services include prosthetic devices, which
under applicable regulations and interpretations include one pair of eyeglasses
or contact lenses furnished after cataract surgery and intraocular lenses
provided at ambulatory surgery centers. The penalties for violating Stark II
include a prohibition on payment by these government programs and civil
penalties of as much as $15,000 for each violative referral and $100,000 for
participation in a "circumvention scheme." Although we cannot assure you, we do
not believe that our current business is governed by Stark I or Stark II. To the
extent we are considered to be subject to the prohibitions contained in Stark II
for services, we believe our activities fall within the permissible activities
defined in Stark II, including without limitation the provision of in-office
ancillary services.
We Face Competition From Larger, More Established Companies. The optical
industry is highly competitive and includes chains of retail optical stores,
multi-site eye care
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centers, and a large number of individual opticians, optometrists, and
ophthalmologists who provide professional services and/or dispense prescription
eyewear. We believe that the principal competitive factors affecting retailers
of prescription eyewear are:
- location and convenience,
- quality and consistency of product and service,
- price,
- product warranties, and
- a broad selection of merchandise.
In our current regional markets, we face competition from national and
regional retail optical chains which, in some cases, have greater financial
resources than ours. In particular, we compete to acquire the assets of, and to
provide management services to, eye care centers and practices. Several
companies, both publicly and privately held, that have established operating
histories and greater resources than we do are pursuing the acquisition of the
assets of general and specialty practices and the management of such practices.
We may not be able to compete effectively with such competitors. In addition,
such larger, more established companies are better positioned to compete for
managed care contracts because they can provide a broader, more expansive
network of coverage both nationally and regionally.
Our Participation in Managed Care Contracts Exposes Us to Risks. As an
increasing percentage of optometric and ophthalmologic patients are coming under
the control of managed care entities, we believe that our success will, in part,
be dependent upon our ability to negotiate, on behalf of our existing and
prospective affiliated practices, contracts with HMOs, employer groups and other
private third party payors pursuant to which services will be provided on a
risk-sharing or capitated basis by some or all affiliated practices. Under some
such agreements, the eye care provider accepts a predetermined payment per month
per patient in exchange for providing all necessary covered services to the
patients covered under the agreement. Such contracts pass much of the risk of
providing care from the payor to the provider. The proliferation of such
contracts in markets we serve could result in greater predictability of
revenues, but greater unpredictability of expenses. We may not be able to
negotiate, on behalf of our affiliated practices, satisfactory arrangements on a
risk-sharing or capitated basis. In addition, to the extent that patients or
enrollees covered by such contracts require more frequent or extensive care than
anticipated, operating margins may be reduced or, in the worst case, the
contract revenue may not cover the costs of the services provided. As a result,
our affiliated practices may incur additional costs, which would reduce or
eliminate anticipated earnings under such contracts. Any such reduction or
elimination of earnings would have a material adverse affect on our business.
Safety and Effectiveness of LVC. While laser vision correction has been
used commercially since late 1995, concerns with respect to the safety and
effectiveness of the performance of LVC procedures with excimer lasers include
predictability and stability of results. Potential complications or side effects
include:
- post-operative pain or discomfort;
- double vision;
- corneal haze during healing (an increase in light scattering
properties of the cornea);
- glare/halos (undesirable visual sensations produced by bright
lights);
- decrease in contrast sensitivity (diminished vision in low light);
- temporary increases in intraocular pressure in reaction to
post-procedure medication;
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- modest fluctuations in refractive capabilities during healing;
- modest decreases in best corrected vision (i.e. with corrective
eyewear);
- unintended over- or under-corrections;
- instability, reversion or regression of effect;
- corneal scars (blemishing marks left on the cornea);
- corneal ulcers (inflammatory or infectious lesions resulting in
loss of corneal tissue);
- induced astigmatism; and
- disorders of corneal healing (compromised or weakened immune system
or connective tissue disease which causes poor healing).
Additional complications may be identified, which could have a material
adverse effect on the safety or effectiveness of such procedures and/or lead
to product liability or other claims against us.
Competing Technologies May Render LVC Noncompetitive or Obsolete. The
medical device and ophthalmic laser industries are characterized by rapid
technological changes, including advances in laser and other technologies and
the potential new development of alternative surgical techniques or new
pharmaceutical products. Laser vision correction for treatment of refractive
vision disorders will compete with or supplement other surgical and non-surgical
treatments for refractive vision disorders, including existing treatments (such
as eyeglasses, contact lenses and corneal implants), as well as with other
technologies and surgical techniques currently under development, such as
refractive surgery using different types of lasers. Newer technologies,
techniques or products could be developed with better performance than the
excimer lasers we use, although such new technologies would be subject to the
FDA approval process. Medical companies, academic and research institutions and
others could develop new therapies, including new medical devices or surgical
procedures, for the treatment of refractive vision disorders that could be more
medically effective and less expensive than LVC and could potentially render LVC
obsolete. The availability of new and better ophthalmic laser technologies and
surgical procedures could have a materially adverse impact on our business.
We May Be Subject to Medical Malpractice Claims. The provision of
professional eye care services entails an inherent risk of professional
malpractice and other similar claims. We do not influence or control the
practice of medicine or optometry by professionals or have responsibility for
compliance with certain regulatory and other requirements directly applicable to
individual professionals and professional groups. As a result of the
relationship between us and our affiliated practices, we may become subject to
some professional malpractice actions under various theories. Claims, suits or
complaints relating to professional services provided by our affiliated
practices may be asserted against us in the future. Similarly, the use of laser
systems in our LVC centers may give rise to claims against us by persons
alleging injury as a result of the use of such laser systems. We may not be able
to purchase medical malpractice insurance, and may not be able to purchase other
insurance at reasonable rates, which would protect us against claims arising
from the medical practice conducted by providers, including ophthalmologists, at
our LVC centers.
The Loss of Our Chief Executive Officer Could Delay and May Prevent the
Achievement of Our Business Objectives. Our Chief Executive Officer, William T.
Sullivan, is responsible for the overall direction of our business, including
our acquisition strategy. The loss of, and failure to promptly replace, Mr.
Sullivan could significantly delay and may prevent the achievement of our
business objectives. While we have entered into an employment agreement with Mr.
Sullivan, under certain circumstances he may terminate his employment with us.
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Our Management and a Principal Stockholder Own Approximately 23% of Our
Outstanding Voting Stock and Could Influence Most Matters Requiring Approval By
Our Stockholders. Our directors and officers and one five percent stockholder
and their affiliates beneficially own, in the aggregate, shares representing
approximately 23% of the combined outstanding shares of our common stock and
series B preferred stock. As a result, these stockholders, acting together,
could influence significantly and possibly control most matters requiring
approval by our stockholders. In addition, our certificate of incorporation does
not provide for cumulative voting with respect to the election of directors.
Consequently, the present executive officers, directors and affiliated
individuals and entities may be able to control the election of the members of
our board of directors. Such a concentration of ownership could affect the
liquidity, and have an adverse effect on the price of our common stock, and may
have the effect of delaying or preventing an acquisition or change in the
control of our company, including transactions in which stockholders might
otherwise receive a premium for their shares over then current market prices.
Results of Our Operations Could Result in the Sudden Change in the Value
of Our Stock. We have experienced significant volatility in the price of our
common stock. Fluctuations in our operating results could have a significant
impact on the volatility of our common stock price. During 1998 our stock price
has ranged from a high of $5.06 to a low of $1.63 and from January 1, 1999 to
July 31, 1999 our stock price has ranged from a high of $4.94 to a low of $2.13.
Factors contributing to such volatility include:
- results of our operations,
- announcements of new acquisitions,
- failure to enter into acquisitions,
- our funding requirements,
- governmental regulation, and
- healthcare legislation.
If the Series B Preferred Stock is Converted or We Issue Additional
Shares of Equity Securities, The Value of Those Shares of Common Stock Then
Outstanding May Be Diluted. To the extent that we raise additional capital by
issuing equity securities at a price or a value per share less than the then
current price per share of common stock, the value of the shares of common stock
then outstanding will be diluted or reduced. At present we have one significant
arrangement to issue additional equity securities which could result in dilution
to the present common stockholders. That arrangement involves the issuance of
our series B preferred stock, which is convertible into shares of common stock
at a price of $3.50 per share. Based on the number of shares of series B
preferred stock presently outstanding and the applicable conversion price, we
would be required to issue up to 1,452,119 shares of common stock at a price per
share that is approximately $.69 less than the last sale price of the common
stock on July 30, 1999. We have agreed to register for resale all of the shares
of common stock issuable upon conversion of the series B preferred stock. In
addition to the shares of common stock issuable upon conversion of the series B
preferred stock, a substantial number of shares of common stock are issuable
upon the exercise of outstanding warrants and stock options.
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If Our Common Stock is Delisted From the Nasdaq Stock Market, It Would Be
More Difficult for Stockholders to Sell Shares of Our Common Stock. In order for
our common stock to continue to be listed on the Nasdaq stock market, we must
comply with all of Nasdaq's continued listing requirements. If Nasdaq determines
that we have violated any of its continued listing requirements, our common
stock could be delisted. The issuance and conversion of our series B preferred
stock could cause Nasdaq to determine that we have violated up to two of its
continued listing requirements. The first of the two applicable Nasdaq rules
requires us to comply with the more onerous requirements for initial listing if
Nasdaq determines that we have undergone a change in control or a change in
financial structure. Depending on the number of shares of common stock issued
upon conversion of the series B preferred stock, Nasdaq may deem the issuance of
such preferred stock to be a change in control or a change in financial
structure and a violation that could result in delisting. The second applicable
Nasdaq rule permits Nasdaq to delist a security if it deems it necessary to
protect investors and the public interest. Therefore, if Nasdaq determines that
the returns on the series B preferred stock are excessive compared with the
returns received by the holders of our common stock, and such excess returns are
egregious, Nasdaq could delist our common stock.
We May Issue Additional Shares of Preferred Stock. We have issued
1,452,119 shares of series B preferred stock and reserved for issuance 200,000
shares series A preferred stock. Under our restated certificate of
incorporation, we may issue up to an additional 3,347,881 shares of preferred
stock in the future without stockholder approval and upon such terms as our
board of directors may determine. The rights of the holders of common stock will
be subject to, and may be adversely affected by, the rights of the holders of
any preferred stock that may be issued in the future. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of delaying or preventing
transactions involving a change in our control without further action by the
stockholders. We have no present plans to issue any additional shares of
preferred stock.
Certain Anti-Takeover Provisions in Our Charter Could Reduce the Value of
Our Common Stock. Our restated certificate of incorporation and by-laws contain
certain provisions that could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, control of Sight Resource, including:
- the classification of our board of directors into three classes,
each class being elected for three-year terms,
- the potential additional issuance of up to 3,347,881 shares of
preferred stock without stockholder approval and upon such terms as
our board of directors may determine,
- the requirement that, for nominations for our board of directors or
for other business to be properly brought by a stockholder before an
annual meeting of stockholders, notice thereof generally must be
delivered by a stockholder not less than 60 nor more than 90 days
prior to the annual meeting, and
- the creation of a shareholder rights plan that would be triggered if
a person or group of related persons acquired or announced an
intention to acquire beneficial ownership of 15% or more of our
outstanding common stock.
Such provisions could limit the price that certain investors might be
willing to pay in the future for our common stock. Certain of such provisions
allows our board of directors to impose various procedural and other
requirements that could make it more difficult for stockholders to effect
certain corporate actions.
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We May Need Additional Capital in the Future. We have incurred and
anticipate that we will continue to incur substantial acquisition, capital and
operating expenses and that we will be required to make substantial cash
disbursements, including expenses and disbursements related to acquisitions,
marketing, additional personnel and business development. These expenses may
result in continuing operating losses until such time, if ever, that we are able
to attain adequate revenue levels. Even if we generate a positive cash flow from
operations, we may require substantial capital to establish additional eye care
centers or LVC centers or to otherwise fund our operations. Such additional
capital may not be available when needed or on acceptable terms. We may need to
seek additional capital through public or private sales of our securities,
including equity securities. Insufficient funds may delay, scale back or
eliminate certain or all of our operations and development activities.
Our Computer System Could Fail When the Year Changes to 2000. The "Year
2000" issue refers to the inability of certain computer systems, as well as
certain hardware and equipment containing embedded microprocessors with date
sensitive data, to accurately recognize dates commencing on or after January 1,
2000, which has the potential to affect the operation of these systems adversely
and materially. We have identified four phases in our Year 2000 compliance
efforts:
- discovery,
- assessment,
- remediation and
- applicable testing and verification.
We have completed our assessment of critical internal systems which
include customer service, customer order entry, lab operations, purchasing and
financial situations. We have surveyed, by written questionnaire, our principal
vendors, customers and others on whom we rely to assure that their systems will
be Year 2000 compliant, and that they will be able to continue their business
with us without interruption. We identified that some early versions of the
software used in two of our regional optical laboratories is not Year 2000
compliant. However, Year 2000 compliant upgraded versions of that same software
are available and we plan to upgrade such software by the end of the third
quarter of 1999.
We have substantially completed the remediation phase of our critical
internal systems and we plan to complete the applicable testing and verification
phase by the end of the third quarter of 1999, however any or all of our systems
may not be or become Year 2000 compliant. We have drafted a contingency plan in
the event normal operations are interrupted as a result of Year 2000 issues.
Certain precautionary measures are considered in the contingency plan, including
restricting vacation schedules in January, 2000, increasing inventory levels and
manually processing key financial documents and other operations. Contingency
plan testing will be completed by the end of the third quarter of 1999. We
estimate our costs to become Year 2000 compliant will be approximately $75,000,
however, the ultimate costs required to address the Year 2000 issue may exceed
such amount.
We currently believe that our most reasonably likely worst case Year 2000
scenario would relate to problems with systems of third parties which could
create great risks with infrastructure, including water and sewer services,
electricity, transportation, telecommunications and critical
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supplies, or raw materials and spare parts. Our ability to eliminate or control
these potential third party problems is limited. Therefore, contingency plans
are limited to ensuring that store operations, eye examinations and optical
laboratory operations can be performed manually, if necessary. The impact of any
failure to achieve substantial Year 2000 compliance may have a material adverse
effect on our business.
Warrantholders May Suffer An Adverse Effect If We Redeem the Warrants. We
can redeem our outstanding warrants upon 30 days' prior written notice, for $.05
per warrant, provided certain specified market conditions are met. We may choose
to redeem the warrants for $.05 per warrant rather than incur the cost of
keeping a registration statement current with the SEC for the shares of common
stock underlying the warrants. By redeeming the warrants we could force the
holders:
- to exercise the warrants and pay the exercise price at a time when
it may be disadvantageous for the holders to do so,
- to sell the warrants at the then current market price when they
might otherwise wish to hold the warrants for possible additional
appreciation, or
- to accept the redemption price, which is likely to be
substantially less that the market value of the warrants at the
time of redemption.
Any holder who does not exercise his warrants prior to their expiration
or redemption, as the case may be, will forfeit his right to purchase the
shares of common stock underlying the warrants.
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WHERE TO FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a copying
fee. Please call the SEC at 1-800-SEC-0330 for more information about the public
reference room operations. Our SEC filings are also available at the SEC's web
site at "http://www.sec.gov." In addition, you can read and copy our SEC filings
at the office of the National Association of Securities Dealers, Inc. at 1735 K
Street, Washington, DC, 20006.
This prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act of 1933 and therefore omits
certain information contained in the Registration Statement. We have also filed
exhibits and schedules with the Registration Statement that are excluded from
this prospectus, and you should refer to the applicable exhibit or schedule for
a complete description of any statement referring to any contract or other
document. You may inspect a copy of the Registration Statement, including the
exhibits and schedules, without charge at the public reference room or obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we have issued all of the shares of common stock. The documents we are
incorporating by reference are:
- Annual Report on Form 10-K for the year ended December 31, 1998,
filed on March 31, 1999;
- Definitive Proxy Statement, filed on April 15, 1999;
- Current Report on Form 8-K, filed on May 6, 1999;
- Amendment to Current Report on Form 8-K/A, filed on July 6, 1999;
- Quarterly Report on Form 10-Q, for the quarter ended March 27, 1999,
filed on May 11, 1999; and
- The description of the common stock contained in our Registration
Statement on Form 8-A (File No. 000-21068) filed with the SEC on
December 31, 1992, including any amendments or reports filed for the
purpose of updating such description.
You may request a copy of these filings at no cost by writing or
telephoning our chief financial officer at the following address and number:
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, Massachusetts 01746
(508) 429-6916
10
<PAGE>
This prospectus is part of a Registration Statement we filed with the
SEC. You should rely on the information incorporated by reference provided in
this prospectus and the Registration Statement.
FORWARD LOOKING STATEMENTS
We also caution you that this prospectus contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements are based
on management's beliefs and assumptions and on information currently available
to management. Forward-looking statements include the information concerning
possible or assumed future results of operations and embody statements in which
we use words such as "expect," "anticipate, " "intend," "plan," "believe,"
"estimate," or similar expressions.
Forward-looking statements necessarily involve risks and uncertainties,
including those set forth in the Risk Factors section and elsewhere in this
prospectus. Our actual results could differ materially from those anticipated in
the forward-looking statements. The factors set forth in the Risk Factors
sections and other cautionary statements made in this prospectus should be read
and understood as being applicable to all related forward-looking statements
wherever they appear in this prospectus.
USE OF PROCEEDS
We would receive approximately $14,787,600 in net proceeds if all of the
warrants were exercised. We currently intend to use the net proceeds from such
exercises to purchase inventory, finance account receivables, expand facilities,
fund acquisitions, reduce outstanding debt and for other working capital and
general corporate purposes. Depending on our circumstances at the time any or
all of the net proceeds from such warrant exercises become available, if at all,
we reserve the right to use such net proceeds for purposes other than those set
forth above.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock. We
presently intend to retain earnings for use in our business and therefore we do
not intend to declare or pay such dividends in the foreseeable future. Our
current long-term debt agreements prohibit the payment of cash dividends.
11
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock issuable upon exercise of the warrants are
being offered directly by us pursuant to the terms of the warrants. No
underwriter is being utilized in connection with the offering of the shares
underlying the warrants.
In order to facilitate the exercise of the warrants, we will furnish, at
our expense, such number of copies of this Prospectus to each recordholder of
the warrants as the holder may request, together with instructions that such
copies be delivered to the beneficial owners thereof.
In connection with the public offering of the warrants in 1994, we agreed
with the underwriter to indemnify each other against certain liabilities in
connection with such public offering and this offering of warrants, including
liabilities under the Securities Act. We agreed with the underwriter to provide
for reciprocal indemnification between us and the underwriter as to certain
liabilities arising under the Securities Act, the Exchange Act or other federal,
state or statutory laws or regulations, at common law or otherwise, based on any
untrue statement or alleged untrue statement of material fact contained in the
registration statement relating to the public offering and its attendant
documents. As to these bases for liability, we agreed with the underwriter to
reciprocally indemnify and hold each other harmless, and to reimburse for legal
or other expenses reasonably incurred, in connection with any losses, claims,
damages, liability or actions incurred in connection with investigating,
preparing or defending against any litigation or claims whatsoever, and any and
all accounts paid in settlement of any claim or litigation. In the opinion of
the Securities and Exchange Commission, any indemnification provisions that
purport to include indemnification for liabilities arising under the Securities
Act are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.
The exercise price and other terms of the warrants were determined by
negotiations between us and the underwriter and may not necessarily bear any
relationship to our assets, results of operations or other generally accepted
criteria of value. Among the factors considered in such negotiations were:
- then prevailing market conditions,
- the results of our operations in periods immediately preceding the
negotiations,
- the market capitalizations and stages of development of other
companies that together with the underwriter we believed to be
comparable to us,
- estimates of our business potential,
- the state of our development at the time of the negotiations, and
- other factors deemed to be relevant.
12
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the legality of the common stock
offered hereby will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., Boston, Massachusetts. Mr. Irwin M. Heller and Mr. Lewis J.
Geffen, each of whom is a member of such firm, owns 15,000 and 4,700 shares of
common stock, respectively.
EXPERTS
The consolidated financial statements and schedules of Sight Resource
Corporation as of December 31, 1998 and 1997, and for each of the three years in
the three-year period ended December 31, 1998 have been incorporated herein and
in the Registration Statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
========================================================= ==============================================================
You should rely only on the information contained in
this prospectus. We have not authorized anyone to
provide you with information different from that Sight Resource Corporation
contained in this prospectus. The information
contained in this prospectus is accurate only as of
_________, 1999. You should not assume that this 2,472,100 shares of
prospectus is accurate as of any other date. Common Stock
($.01 par value per share)
________________
PROSPECTUS
________________
TABLE OF CONTENTS
Page
----
Prospectus Summary............................. 1
The Company.................................... 1
Risk Factors................................... 2
Where to Find More Information................. 10
Incorporation of Documents by Reference........ 10
Forward Looking Statements..................... 11
Use of Proceeds................................ 11
Dividend Policy................................ 11
Plan of Distribution........................... 12
Legal Matters.................................. 13
Experts........................................ 13
________, 1999
========================================================= ==============================================================
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the Company's estimates (other than the SEC
and Nasdaq registration fees) of the expenses in connection with the issuance
and distribution of the shares of common stock being registered.
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
SEC registration fee...................................... $ 4,123.46
Nasdaq listing fee........................................ 17,500.00
Legal fees and expenses................................... 15,000.00
Accounting fees and expenses.............................. 5,000.00
Printing and filing expenses.............................. 2,000.00
Miscellaneous fees and expenses........................... 1,376.54
----------
Total..................................................... $45,000.00
==========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145.
II-1
<PAGE>
The Certificate of Incorporation, as amended, and By-laws of the Company
provide for indemnification of the Company's directors and officers to the
fullest extent permitted by law. The By-laws also permit the Board of Directors
to authorize the Company to purchase and maintain insurance against any
liability asserted against any director, officer, employee or agent of the
Company arising out of his capacity as such. Insofar as indemnification for
liabilities under the Securities Act may be permitted to directors, officers, or
controlling persons of the Company pursuant to the Company's Certificate of
Incorporation, as amended, its By-laws and the Delaware General Corporation Law,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
the Company's Certificate of Incorporation, as amended, provides that directors
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock or (iv) for any
transaction from which the director derives an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
Exhibit
Number Description
- ------ -----------
(4.1) Article 4 of the Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1 of the Company's Registration Statement
filed with the Securities and Exchange Commission on Form SB-2 File
No. 33-56668)
(4.2) Form of Common Stock Certificate (incorporated herein by reference
to Exhibit 4.2 of the Company's Registration Statement filed with
the Securities and Exchange Commission on Form SB-2 File No. 33-
56668)
(4.3) Warrant Agreement dated August 24, 1994 between the Registrant and
American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 4.5 of the Company's Registration Statement
filed with the Securities and Exchange Commission on Form S-1 File
No. 33-77030)
(4.4) Form of Redeemable Warrant Certificate (included in 4.3 above)
(4.5) Form of Class I (Mirror) Warrants (incorporated herein by reference
to Exhibit 4.2 of the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on December 9, 1997)
(4.6) Form of Class II Warrants (incorporated herein by reference to
Exhibit 4.3 of the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on December 9, 1997)
II-2
<PAGE>
(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding legality
(23.1) Consent of KPMG LLP
(23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)
(24.1) Power of Attorney (included on signature page)
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or any decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any derivation from the low end or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant
II-3
<PAGE>
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Holliston and Commonwealth of Massachusetts on
the 2nd day of August, 1999.
SIGHT RESOURCE CORPORATION
By: /s/ William T. Sullivan
----------------------------
William T. Sullivan
Chief Executive Officer and President
POWER OF ATTORNEY
The registrant and each person whose signature appears below constitutes
and appoints William T. Sullivan and James W. Norton and each of them singly,
his, her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her or its name,
place and stead, in any and all capacities, to sign and file (i) any and all
amendments (including post-effective amendments) to this Registration Statement,
with all exhibits thereto, and other documents in connection therewith, and (ii)
a registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he, she, or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registrant's Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William T. Sullivan
- -----------------------------------
William T. Sullivan President, Chief Executive Officer and
Director (Principal Executive Officer) August 2, 1999
/s/ William G. McLendon
- -----------------------------------
William G. McLendon Chairman of the Board of Directors August 2, 1999
/s/ Stephen M. Blinn
- -----------------------------------
Stephen M. Blinn Director August 2, 1999
/s/ Richard G. Darman
- -----------------------------------
Richard G. Darman Director August 2, 1999
/s/ Gary Jacobson, M.D.
- -----------------------------------
Gary Jacobson, M.D. Director August 3, 1999
/s/ J. Mitchell Reese
- -----------------------------------
J. Mitchell Reese Director August 2, 1999
- -----------------------------------
Russell E. Taskey Director August , 1999
---
/s/ George B. Clairmont
- -----------------------------------
George B. Clairmont Director August 2, 1999
/s/ Christian E. Callsen
- -----------------------------------
Christian E. Callsen Director August 2, 1999
/s/ James W. Norton
- -----------------------------------
James W. Norton Chief Financial Officer (Principal Financial
and Accounting Officer) August 2, 1999
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
(4.1) Article 4 of the Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 of the Company's Registration Statement filed
with the Securities and Exchange Commission on Form SB-2 File No.
33-56668)
(4.2) Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement filed with the
Securities and Exchange Commission on Form SB-2 File No. 33-56668)
(4.3) Warrant Agreement dated August 24, 1994 between the Registrant and
American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 4.5 of the Company's Registration Statement filed
with the Securities and Exchange Commission on Form S-1 File No.
33-77030)
(4.4) Form of Redeemable Warrant Certificate (included in 4.3 above)
(4.5) Form of Class I (Mirror) Warrants (incorporated herein by reference to
Exhibit 4.2 of the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on December 9, 1997)
(4.6) Form of Class II Warrants (incorporated herein by reference to Exhibit
4.3 of the Company's Report on Form 8-K filed with the Securities and
Exchange Commission on December 9, 1997)
(5.1) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding legality
(23.1) Consent of KPMG LLP
(23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)
(24.1) Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.mintz.com
Fax: 202/434-7400
August 4, 1999
Sight Resource Corporation
100 Jeffrey Avenue
Holliston, Massachusetts 01746
Ladies and Gentlemen:
You have requested our opinion with respect to the legality of up to
2,472,100 shares of Common Stock, par value $.01 per share (the "Shares"), to be
issued by Sight Resource Corporation (the "Company") pursuant to Post-Effective
Amendment No. 2 to a Form S-1 Registration Statement on Form S-3 filed by the
Company on or about August 4, 1999 (the "Registration Statement") with the
Securities and Exchange Commission for the issuance of the Shares upon the
exercise of outstanding common stock purchase warrants.
In connection with this opinion, we have examined the Registration
Statement and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
and conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued in accordance with the Registration
Statement will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 2 to
Registration Statement No. 33-77030 of Sight Resource Corporation of our report
dated March 19, 1999 incorporated by reference into the Prospectus, which is
part of such Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.
/S/ KPMG LLP
Boston, Massachusetts
August 3, 1999
