====================================================================
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): May 24, 2004
EMERGING VISION, INC.
(Exact name of registrant as specified in its charter)
New York 1-14128 11-3096941
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Quentin Roosevelt Boulevard
Garden City, New York 11530
(Address of principal executive offices) (Zip Code)
(516) 390-2100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
====================================================================
Item 5. Other Events
On May 24, 2004, Emerging Vision, Inc. (the "Registrant") amended Article
II, Section 2 and Article III, Section 3 of the Registrant's bylaws, which
provide, respectively, for the manner in which shareholder proposals and
nominations for directors are made. A copy of such amendment is attached as
Exhibit 3.9 hereto.
On June 9, 2004, the Registrant issued a press release announcing that, on
June 7, 2004, its Senior Vice President, Co-Chief Operating Officer and Chief
Financial Officer, Christopher G. Payan, was appointed Chief Executive Officer
of the Registrant, and that Brian Alessi, who has served as EVI's Corporate
Controller since January 2002, will succeed Mr. Payan as EVI's Chief Financial
Officer. A copy of such press release is attached as Exhibit 99.1 hereto. The
press release is incorporated herein by reference.
Exhibit No. Document
----------- --------
3.9 Second Amendment to Amended and Restated By-Laws of Emerging
Vision, Inc.
99.1 Press Release, dated June 9, 2004, issued by Emerging Vision,
Inc.
[Signature on following page]
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
EMERGING VISION, INC.
By: /s/ Christopher G. Payan
-----------------------------
Name: Christopher G. Payan
Title: Chief Executive Officer
Date: June 16, 2004
3
Exhibit 3.9
SECOND AMENDMENT
TO
AMENDED AND RESTATED BYLAWS
OF
EMERGING VISION, INC.
1. The Amended and Restated Bylaws of Emerging Vision, Inc. are hereby
further amended to:
(a) delete therefrom the provisions of the second full paragraph of Article
II, Section 2, commencing with the words "provided, however," and ending with
the words "whichever first occurs", and the same shall be replaced as follows:
"provided, however, if during the prior year the corporation did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a proposal has changed more than 30 days from the date of the meeting in
the prior year, then such notice must be received a reasonable time before the
corporation mails the proxy statement for the current year"; and
(b) delete therefrom the provisions of the second full paragraph of Article
III, Section 3, commencing with the words "Provided, however," and ending with
the words "whichever first occurs", and the same shall be replaced as follows:
"provided, however, if during the prior year the corporation did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a nomination for the election of director(s) has changed more than 30
days from the date of the meeting in the prior year, then such notice must be
received a reasonable time before the corporation mails the proxy statement for
the current year".
2. The foregoing amendment to the Amended and Restated Bylaws of Emerging
Vision, Inc. was authorized by the Board of Directors of Emerging Vision, Inc.
at a special meeting of the Board, held on May 24, 2004.
IN WITNESS WHEREOF, the undersigned duly authorized officer of Emerging
Vision, Inc. has executed this Second Amendment to the Amended and Restated
Bylaws of Emerging Vision, Inc. as of May 24, 2004.
/s/ Christopher G. Payan
-----------------------------
Christopher G. Payan
Chief Executive Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
EMERGING VISION, INC. APPOINTS
CHRISTOPHER PAYAN AS CHIEF EXECUTIVE OFFICER
GARDEN CITY, N.Y. - June 9, 2004 -Emerging Vision, Inc. ("EVI") (OTCBB:
ISEE.OB) announced today that its Senior Vice President, Co-Chief Operating
Officer and Chief Financial Officer, Christopher G. Payan, was appointed Chief
Executive Officer of the Company on June 7, 2004.
Mr. Payan joined EVI in July 2001 as its Vice President of Finance. In
December 2001, he was appointed EVI's Chief Financial Officer, and in April
2002, was appointed one of its Co-Chief Operating Officers. As a key member of
the management team that helped to rehabilitate EVI's operation and return it to
profitability, Mr. Payan is ideally placed to build on previous successes by
adding new vision for the continued growth and development of EVI. He is well
equipped with substantial financial and operational experience, coupled with the
industry knowledge he has developed during the past 3 years with EVI.
"EVI is in a pivotal position in its lifecycle and I'm proud to be leading
the EVI team as we follow through on our growth initiatives," Payan said. "Over
the past 24 months, EVI has focused on strengthening and solidifying its
operations, while maintaining its position as a significant player in the
optical and franchise industries. I am privileged and delighted to be able to
lead EVI into the next stage of its development and look forward to working with
the Board and my outstanding management team to continue to drive and grow our
business."
Brian Alessi, who has served as EVI's Corporate Controller since January
2002, will succeed Mr. Payan as EVI's Chief Financial Officer.
About Emerging Vision
Emerging Vision, Inc. operates one of the largest chains of retail optical
stores, which includes one of the largest franchised optical chains in the
United States, with approximately 168 franchised and Company-owned stores
located in 19 states, the District of Columbia, Ontario, Canada and the U.S.
Virgin Islands, principally operating under the names "Sterling Optical" and
"Site for Sore Eyes".
1
THIS STATEMENT MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS, WHICH MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS NOT UNDER THE
COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS
OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR
EXPECTATIONS OF THE COMPANY. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO,
THOSE DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
------------------------------------
Contact:
Georgeson Shareholder Communications Inc.
Jon Einsidler
(212) 440-9884
2