S-8

As filed with the Securities and Exchange Commission on February 11, 2002
Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLE NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction
of Incorporation or Organization) 34-1453189
(I.R.S. Employer identification No.)

5915 Landerbrook Drive, Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)

COLE NATIONAL CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED JUNE 14, 2001)

COLE NATIONAL CORPORATION
1999 BROAD BASED EMPLOYEE STOCK PLAN
(AMENDED AND RESTATED FEBRUARY 28, 2001)

(Full Titles of the Plans)

Leslie D. Dunn, Senior Vice President,
Business Development, General Counsel and Secretary
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(Name and Address of Agent For Service)

(440) 449-4100
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of		Proposed	Proposed
Securities to	Amount to Be	Maximum Offering	Maximum Aggregate	Amount of
Be Registered	Registered	Price Per Share (1)	Offering Price (1)	Registration Fee

Common Stock, par value $.001	700,000 shares (3)	$	13.695		$	9,586,500		$	881.96
per share (2)
Preferred Share Purchase Rights	700,000 rights (4)		—	(4)		—	(4)		—	(4)

(1)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on February 5, 2002, within five business days prior to filing.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers any additional shares of common stock as may become issuable under the anti-dilution provisions of the Cole National Corporation 1999 Employee Stock Purchase Plan (Amended and Restated June 14, 2001) (the “Purchase Plan”) and the Cole National Corporation 1999 Broad Based Employee Stock Plan (Amended and Restated February 28, 2001) (the “Broad Based

Exhibit Index Appears on Page 7

	Plan”). Pursuant to Rule 416(c) of the Securities Act of 1933, an indeterminate amount of interests in the Purchase Plan are deemed to be registered hereby.
(3)	300,000 shares are issuable pursuant to the Purchase Plan and 400,000 shares are issuable pursuant to grants under the Broad Based Plan.
(4)	These securities, which were created pursuant to the Rights Agreement, dated as of November 22, 1999, by and between Cole National and National City Bank, as Rights Agent, may be transferred with and only with the shares of common stock (unless events specified in Cole National’s Rights Agreement occur). Therefore, these rights have no offering price and no fee is required.

Exhibit Index Appears on Page 7

PART II

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed by Cole National Corporation with the Securities and Exchange Commission are incorporated herein by reference:

• Quarterly Report on Form 10-Q for the quarter ended November 3, 2001;

• Quarterly Report on Form 10-Q for the quarter ended August 4, 2001;

• Quarterly Report on Form 10-Q for the quarter ended May 5 2001;

• Definitive Proxy Statement on Schedule 14A dated May 10, 2001;

• Annual Report on Form 10-K for the fiscal year ended February 3, 2001;

• all other reports filed by Cole National pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since February 3, 2001;

• the description of the Common Stock contained in the Registration Statement on Form 8-A/A filed with the Commission on February 14, 1994, and amended on April 6, 1994 and November 14, 1997; and

• the Stockholders’ Rights Plan contained in the Registration Statement on Form 8-A filed with the Commission on November 24, 1999.

     All documents subsequently filed by Cole National pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     Not applicable. The common stock to be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Articles Seventh and Eighth of Cole National’s Restated Certificate of Incorporation and Article VIII of Cole National’s Amended and Restated By-laws are incorporated herein by reference to Exhibits 3.1(i) and 3.2(ii), respectively, of Cole National’s Annual Report on Form 10-K for the period ended February 3, 1996 (File No. 1-12814).

     Cole National has entered into indemnity agreements with its current directors and officers and maintains directors and officers liability insurance for its directors and executive officers. Item 15 in Part II of Cole National’s Form S-3 Registration Statement, No. 333-5875, is incorporated herein by reference.

Page 3 of 9 Pages

Item 7.  Exemption from Registration Claims

               Not Applicable.

Item 8.  Exhibits

4.1	Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(i) of Cole National’s Annual Report on Form 10-K for the period ended February 3, 1996 (File No. 1-12814).
4.2	Certificate of Amendment of the Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(ii) of Cole National’s Annual Report on Form 10-K for the year ended January 31, 1998 (File No. 1-12814).
4.3	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2(ii) of Cole National’s Annual Report on Form 10-K for the year ended February 3, 1996 (File No. 1-12814).
4.4	Rights Agreement and Form of Right Certificate, incorporated by reference to Cole National’s Form 8-A filed with the Commission on November 24, 1999 (File No. 1-12814).
4.5	Cole National Corporation 1999 Employee Stock Purchase Plan (Amended and Restated Effective June 14, 2001), incorporated by reference to Exhibit C of Cole National’s Definitive Proxy Statement dated May 10, 2001.
4.6*	Cole National Corporation 1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001).
4.7*	Form of Restricted Stock Unit Award Agreement issuable pursuant to the 1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001).
5.1*	Opinion and Consent of Leslie D. Dunn, General Counsel of Cole National Corporation.
23.1*	Consent of Arthur Andersen LLP.
23.2*	Consent of Leslie D. Dunn (included in Exhibit 5.1).
24.1	Power of Attorney (1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001)), incorporated by reference to Exhibit 24.1 of Cole National’s Registration Statement on Form S-8 filed January 18, 2001.
24.2	Power of Attorney (1999 Employee Stock Purchase Plan (Amended and Restated Effective June 14, 2001)), incorporated by reference to Exhibit 24.1 of Cole National’s Registration Statement on Form S-8 filed July 2, 1999.

*Filed herewith.

Item 9.  Undertakings

(a)    The undersigned Registrant hereby undertakes:

Page 4 of 9 Pages

(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;
(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 decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Cole National pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the Securities Act, 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)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Cole National’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Cole National pursuant to the foregoing provisions, or otherwise, Cole National has been advised that in the opinion of the 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 Cole National of expenses incurred or paid by a

Page 5 of 9 Pages

director, officer or controlling person of Cole National 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, Cole National 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 of 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.

Page 6 of 9 Pages

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Cole National 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 Mayfield Heights, State of Ohio, on February 11, 2002.

COLE NATIONAL CORPORATION

By: /s/ Thomas T.S. Kaung

Thomas T.S. Kaung, Executive Vice President
and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* Jeffrey A. Cole	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	February 11, 2002
* Larry Pollock	President, Chief Operating Officer and Director	February 11, 2002
/s/ Thomas T.S. Kaung Thomas T.S. Kaung	Vice President and Chief Financial Officer (Principal Financial Officer)	February 11, 2002
* Tracy L. Burmeister	Vice President, Accounting and Reporting (Principal Accounting Officer)	February 11, 2002
* Timothy F. Finley	Director	February 11, 2002
* Irwin N. Gold	Director	February 11, 2002
Melchert Frans Groot	Director
* Peter V. Handal	Director	February 11, 2002
* Charles A. Ratner	Director	February 11, 2002
* Walter J. Salmon	Director	February 11, 2002

Page 7 of 9 Pages

     *Leslie D. Dunn, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated registrant and the officers and directors thereof (constituting a majority of the directors) pursuant to powers of attorney filed with the Securities and Exchange Commission.

February 11, 2002	By: /s/ Leslie D. Dunn
	Leslie D. Dunn, Senior Vice President – Business Development, General Counsel and Secretary

Page 8 of 9 Pages

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
4.1	Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(i) of Cole National’s Annual Report on Form 10-K for the period ended February 3, 1996 (File No. 1-12814).
4.2	Certificate of Amendment of the Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(ii) of Cole National’s Annual Report on Form 10-K for the year ended January 31, 1998 (File No. 1-12814).
4.3	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2(ii) of Cole National’s Annual Report on Form 10-K for the year ended February 3, 1996 (File No. 1-12814).
4.4	Rights Agreement and Form of Right Certificate, incorporated by reference to Cole National’s Form 8-A filed with the Commission on November 24, 1999 (File No. 1-12814).
4.5	Cole National Corporation 1999 Employee Stock Purchase Plan (Amended and Restated Effective June 14, 2001), incorporated by reference to Exhibit C of Cole National’s Definitive Proxy Statement dated May 10, 2001.
4.6*	Cole National Corporation 1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001).
4.7*	Form of Restricted Stock Unit Award Agreement issuable pursuant to the 1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001).
5.1*	Opinion and Consent of Leslie D. Dunn, General Counsel of Cole National Corporation.
23.1*	Consent of Arthur Andersen LLP.
23.2*	Consent of Leslie D. Dunn (included in Exhibit 5.1).
24.1	Power of Attorney (1999 Broad-based Employee Stock Plan (Amended and Restated Effective February 28, 2001)), incorporated by reference to Exhibit 24.1 of Cole National’s Registration Statement on Form S-8 filed January 18, 2001.
24.2	Power of Attorney (1999 Employee Stock Purchase Plan (Amended and Restated Effective June 14, 2001)), incorporated by reference to Exhibit 24.1 of Cole National’s Registration Statement on Form S-8 filed July 2, 1999.

* Filed herewith

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EX-4.6 3 l92674aex4-6.txt EX-4.6 EMPLOYEE STOCK PLAN - AMENDED EXHIBIT 4.6 COLE NATIONAL CORPORATION 1999 BROAD-BASED EMPLOYEE STOCK PLAN (AMENDED AND RESTATED AS OF FEBRUARY 28, 2001) 1. The 1999 Broad-Based Employee Stock Option Plan (the "Original Plan") is hereby amended and restated in its entirety as set forth herein (as so amended and restated, the "Plan"). 2. The name of the plan shall be "The Cole National Corporation 1999 Broad-Based Employee Stock Plan (Amended and Restated as of February 28, 2001)." 3. This Plan is established to consolidate the grants of stock options and restricted stock units ("RSUs") made from time to time by Cole National Corporation (the "Company") to individuals who are not then serving as officers or directors of the Company, in order to facilitate any necessary registration under the Securities Act of 1933 and/or listing with The New York Stock Exchange of the shares of Common Stock of the Company underlying those grants of stock options and RSUs. The stock option and RSU grants made under this Plan are not intended to qualify under particular sections of the Internal Revenue Code. 4. The aggregate number of shares of Common Stock that may be issued under this Plan is not fixed. Prior to the date of the adoption of the Original Plan, the Board of Directors of the Company (the "Board") or the Compensation Committee of the Board (the "Committee") authorized stock option grants, outside the Company's existing stock option plans, to individuals who are not then serving as officers or directors of the Company, for the issuance in the aggregate of 276,000 shares of Common Stock of the Company pursuant to option agreements as summarized on ANNEX 1 to the Original Plan (the "Existing Grants"). In connection with the adoption of the Original Plan, the Existing Grants were combined for administrative ease and consolidated within the Plan. It is anticipated that the Board or the Committee will authorize additional grants of stock options and/or RSUs, designated as being issued under this Plan, to individuals who are not then serving as officers or directors of the Company (the "Future Awards"). The Company may consolidate the Existing Awards and, from time to time, the Future Awards for registration and/or listing purposes. 5. No option or vesting period of an RSU or stock option, as applicable, will run for more than ten years from the date granted. The other terms and conditions of a particular grant of stock options or RSUs are or will be as provided in the applicable stock option or restricted stock unit agreement authorized by the Board or Committee with respect to that grant. 6. Shares may be treasury shares or newly issued, or a combination of the foregoing. 7. This Plan may be amended by the Board, but no amendment will adversely change the terms of any then-existing stock option or RSU grant. EX-4.7 4 l92674aex4-7.txt EX-4.7 RESTRICTED STOCK UNIT AWARD AGREEMENT EXHIBIT 4.7 COLE NATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT ------------------------------------- Cole National Corporation (the "COMPANY") hereby grants you, as an employee of the Company or a Subsidiary, the number of Restricted Stock Units listed below your name on APPENDIX A attached to this agreement. Capitalized terms that are used in this agreement are defined within this agreement or in the attached glossary. 1. RIGHTS TO GRANTED SHARES. ------------------------- (a) Your Restricted Stock Units represent the Company's promise to deliver to you one-third (1/3rd) of the total number of your Restricted Stock Units, less any Withholding Amount, in shares of common stock of the Company (the "GRANTED SHARES") on each of the three Vesting Dates listed on APPENDIX A, provided that you continuously remain an employee of the Company or a Subsidiary on the relevant Vesting Date, or the termination of your employment results from one of the factors described in Section 3. (b) Following each Vesting Date, you will receive a certificate that evidences your ownership of the Granted Shares which vested on that Vesting Date, less the Withholding Amount, as long as you are still an employee of the Company or a Subsidiary, or your employment terminated because of one of the reasons described in Section 3. Once you receive your certificate, you will own the shares represented by that certificate and they will not be forfeitable to the Company for any reason. 2. REQUIREMENT OF CONTINUED EMPLOYMENT. ------------------------------------ (a) Your right to Granted Shares in exchange for any unvested Restricted Stock Units covered by this agreement will immediately terminate and your unvested Restricted Stock Units will be automatically forfeited without further notice on the date that your employment with the Company or a Subsidiary terminates, unless your termination is a result of one of the reasons described in Section 3. (b) Your employment will not be considered to have terminated, and you will not forfeit your unvested Restricted Stock Units, if your employment is transferred from the Company to any of its Subsidiaries, between Subsidiaries or from a Subsidiary to the Company. 3. EXCEPTIONS TO REQUIREMENT OF CONTINUED EMPLOYMENT. Your right to receive Granted Shares in exchange for any unvested Restricted Stock Units covered by this agreement will not terminate and your unvested Restricted Stock Units will not be forfeited upon the termination of your employment, if your termination is a result of one of the following factors: (a) your death while you are employed by the Company or any Subsidiary; (b) your being certified as permanently and totally disabled under the terms of the Company's long-term disability policy ("TOTAL DISABILITY") while you are employed by the Company or any Subsidiary; (c) your Retirement (see Section 8); or (d) your approved leave of absence, as determined in the sole discretion of the Company (an "APPROVED LEAVE"). If any of the above occur, the date you receive your Granted Shares, or the number of those shares that you will receive following such a termination may change as described below: (i) If your employment terminates because of your death or Total Disability, your unvested Restricted Stock Units will completely vest as of the date of your death or the effective date of your Total Disability and you or your beneficiary or estate, will receive a certificate for all of the Granted Shares represented by your remaining unvested Restricted Stock Units, less any Withholding Amount. (ii) If your employment terminates because of your Retirement, you will receive a prorated portion of your remaining unvested Restricted Stock Units, less any Withholding Amount. The portion of Granted Shares that you will receive will be based on the number of whole months that you were employed by the Company or a Subsidiary from (A) the Date of Grant, if you have not yet reached the first Vesting Date, or (B) the most recent Vesting Date, if you have reached at least one Vesting Date, to the effective date of your Approved Retirement. FOR EXAMPLE PURPOSES ONLY, assume that you have been granted 1,000 Restricted Stock Units on March 1, 2001. Your Vesting Dates would be March 1, 2002, March 1, 2003, and March 1, 2004. Assuming that you Retire on September 31, 2002, you would have already received 333 Granted Shares on the first Vesting Date of March 1, 2002. As of your Retirement, you would have worked 6 of the 24 months that remain until your last Vesting Date. Therefore, you would receive 6/24 of your 667 total remaining unvested Restricted Stock Units, which would equal 166.75 shares. You would receive 166 shares, plus cash for the .75 share and less any Withholding Amount, upon your Retirement. -2- (iii) During the time you remain on an Approved Leave, your unvested Restricted Stock Units will continue to earn credit for vesting as if you remained at work. However, if you are on an Approved Leave on a Vesting Date, the Granted Shares that you would have received on that date if you had been at work will not vest and will not be issued to you until you return to work with the Company or a Subsidiary at the end of your Approved Leave. However, if you do not return to work after your Approved Leave terminates, your Granted Shares will not vest, unless the reason you do not return is your death, Permanent Disability or Retirement. 4. WITHHOLDING TAXES. ------------------ (a) The Company may be required to withhold federal, state, local and/or foreign taxes in connection with any issuance of Granted Shares under this agreement. To satisfy these requirements, the Company will withhold from the total number of Granted Shares you are to receive on a Vesting Date a number of shares that has a total value equal to the required Withholding Amount. (b) If you want to have an amount greater than the Withholding Amount withheld from the Granted Shares delivered to you on a Vesting Date, you must pay the amount in excess over the Withholding Amount to the Company in cash. (c) On each Vesting Date, the Company may choose to give you cash along with a certificate for your Granted Shares instead of issuing to you less than a whole share of common stock that might result after the Company withholds the Withholding Amount from your Granted Shares. 5. RESTRICTIONS ON TRANSFER. ------------------------- (a) You cannot transfer, sell, exchange, pledge or otherwise dispose of your Restricted Stock Units, except to the Company. If you transfer your Restricted Stock Units, the person you transfer to will not have any rights in those Restricted Stock Units, and they will not receive any Granted Shares on a Vesting Date. (b) Once a certificate evidencing Granted Shares is delivered to you, you may trade, sell or otherwise transfer those shares in any way you choose. We remind you that, consistent with Company policy and the law, you may not buy or sell the Company's stock based on your possession of material information about the Company that has not been made available to the public by the Company. 6. NO EFFECT ON YOUR EMPLOYMENT RELATIONSHIP. This agreement does not change your employment relationship with the Company or a Subsidiary. This agreement -3- does not change your right or the right of the Company or any Subsidiary to terminate your employment at any time, for any reason, with or without cause. 7. MISCELLANEOUS. -------------- (a) SECURITIES LAWS. The Company is relying on certain rules and exemptions of the Securities and Exchange Commission to issue freely tradable Granted Shares to you without registration. While we do not expect these rules change, if they do, or if the Company can no longer rely on these exemptions, the Company may not be able to issue the Granted Shares to you without violating the Securities Laws. If this happens, the Company, will notify you, and as soon as reasonably possible after your Vesting Date, will register the Granted Shares or, at the Company's option, substitute cash for your Granted Shares. (b) ADJUSTMENTS. If it is necessary to prevent an increase or decrease of the rights you have been granted by this agreement resulting from certain types of transactions that the Company may engage in, the Company may change the number or kind of shares of common stock issuable to you under this agreement. The types of transactions referred to in the previous sentence are (i) stock dividends, stock splits, combination of shares, recapitalization or other changes in the capital structure of the Company, (ii) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (iii) other transactions or events having an effect similar to any of those referred to in (i) or (ii) above. (c) AMENDMENTS. The Restricted Stock Units are being granted to you under the terms of the Company's 1999 Broad Based Employee Stock Plan (Amended and Restated February 28, 2001) (the "PLAN"). Any amendment to the Plan will also be deemed to be an amendment to this agreement to the extent that the amendment is applicable to this agreement. However, no amendment will be made that would negatively affect your rights under any Restricted Stock Unit without your consent. (d) GOVERNING LAW. The laws of the State of Ohio will govern this agreement, without regard to rules regarding conflicts of laws. 8. GLOSSARY. When used in this agreement, the following terms have the meanings set forth below: "DATE OF GRANT" means the date you were awarded the Restricted Stock Units under this agreement, which can be found on APPENDIX A to this agreement. "FAIR MARKET VALUE" means an amount equal to the average of the opening and closing prices of the Company's common stock on the New York Stock Exchange on the date of the valuation. -4- "RETIREMENT" means (1) your retirement at or after you reach the age of 65 according to the terms of a pension or other retirement plan of the Company or any Subsidiary or, if earlier, (2) your retirement according to the terms of a pension or other retirement plan of the Company after you have reached age 55 but before you have reached age 65, as long as you have completed at least 5 years of service with the Company or any Subsidiary. "SUBSIDIARY" means any direct or indirect subsidiary of Cole National Corporation. "VESTING DATE" means each anniversary date of your Date of Grant for the next three years. Your Vesting Dates are listed on Appendix A. "WITHHOLDING AMOUNT" means the minimum amount of withholding taxes, including federal, state and local income taxes and social security and Medicare taxes required to be withheld by the Company by the applicable taxing authorities, as the result of the vesting of Restricted Stock Units and/or the issuance of Granted Shares. -5- This agreement is executed by the Company on this ____ day of _______. Cole National Corporation By -------------------------------- [name] [title] Please execute one copy of APPENDIX A attached to this Agreement and return it to: Patricia Luzier Senior Vice President, Human Resources and Process Improvement and Chief Administrative Officer Cole Vision Corporation 1925 Enterprise Parkway Twinsburg, Ohio 44087 By executing this Agreement, you will be evidencing your acceptance of this grant of Restricted Stock Units according to the terms and conditions of the Plan and this Agreement. -6- APPENDIX A ---------- NAME OF EMPLOYEE: _____________________________________ NUMBER OF RESTRICTED STOCK UNITS: DATE OF GRANT: VESTING DATES: VESTING AMOUNT ACKNOWLEDGEMENT I acknowledge receipt of an executed original of the Restricted Stock Unit Award Agreement and I accept the grant of Restricted Stock Units evidencing my right to receive Granted Shares or other consideration according to the terms and conditions of the 1999 Broad Based Employee Stock Plan (Amended and Restated February 28, 2001) and the Agreement. --------------------------------------- Employee Date: ----------------------------- -7- EX-5.1 5 l92674aex5-1.txt EX-5.1 CONSENT OF LESLIE D. DUNN Exhibit 5.1 COLE NATIONAL CORPORATION 5915 LANDERBROOK DRIVE CLEVELAND, OHIO 44124 February 11, 2002 Re: 1999 Employee Stock Purchase Plan (Amended and Restated June 14, 2001) (the "Purchase Plan") and the 1999 Broad-Based Employee Stock Option Plan (Amended and Restated February 28, 2001) (the "Broad-Based Plan") ----------------------------------------------------- Ladies and Gentlemen: I am furnishing this opinion as the General Counsel of Cole National Corporation, a Delaware corporation (the "Company"), in connection with the registration of shares of the Company's common stock, par value $.001 per share (the "Common Stock") issuable pursuant to the Purchase Plan and the Broad-Based Plan. I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereupon, I am of the opinion that: (a) The Common Stock to be issued or transferred and sold pursuant to (i) the Purchase Plan and (ii) grants made under the Broad-Based Plan, when issued and sold in accordance with the Purchase Plan or the Broad-Based Plan and related option agreements and restricted stock unit agreements, as applicable, will be duly authorized, validly issued, fully paid and nonassessable. (b) When issued in accordance with the terms of the Rights Agreement, dated November 22, 1999, between the Company and National City Bank, as Rights Agent (the "Rights Agreement"), the preferred share purchase rights (the "Rights") associated with the Common Stock issuable pursuant to the Purchase Plan and the Broad-Based Plan will be validly issued. The opinion set forth in paragraph (b) is limited to the valid issuance of the Rights under the corporation laws of the State of Delaware. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration under the Securities Act of 1933 of the shares of Common Stock to be issued pursuant to the Purchase Plan and the Broad-Based Plan. Very truly yours, /s/ Leslie D. Dunn Senior Vice President - Business Development, General Counsel and Secretary EX-23.1 6 l92674aex23-1.txt EX-23.1 CONSENT OF ARTHUR ANDERSON Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 26, 2001 included in Cole National Corporation's Form 10-K for the year ended February 3, 2001 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Cleveland, Ohio, February 11, 2002. S-8 7 l92674as-8_pdf.pdf COURTESY COPY OF THE COLE NATIONAL S-8 begin 644 l92674as-8_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C,X(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`T,"`-+T@@6R`W,S0@,CF4@-30-+TEN9F\@,S<@,"!2(`TO M4F]O="`S.2`P(%(@#2]0')E9@TP#24E14]`@("`@#3,Y(#`@;V)J M#3P\(`TO5'EP92`O0V%T86QO9R`-+U!A9V5S(#(V(#`@4B`-+TI4(#,V(#`@ M4B`-/CX@#65N9&]B:@TU,B`P(&]B:@T\/"`O4R`Q-38@+T9I;'1E`ARZO? 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EX-4.6

                                                                     EXHIBIT 4.6

                            COLE NATIONAL CORPORATION
                      1999 BROAD-BASED EMPLOYEE STOCK PLAN
                 (AMENDED AND RESTATED AS OF FEBRUARY 28, 2001)

1.       The 1999 Broad-Based Employee Stock Option Plan (the "Original Plan")
     is hereby amended and restated in its entirety as set forth herein (as so
     amended and restated, the "Plan").

2.       The name of the plan shall be "The Cole National Corporation 1999
     Broad-Based Employee Stock Plan (Amended and Restated as of February 28,
     2001)."

3.       This Plan is established to consolidate the grants of stock options and
     restricted stock units ("RSUs") made from time to time by Cole National
     Corporation (the "Company") to individuals who are not then serving as
     officers or directors of the Company, in order to facilitate any necessary
     registration under the Securities Act of 1933 and/or listing with The New
     York Stock Exchange of the shares of Common Stock of the Company underlying
     those grants of stock options and RSUs. The stock option and RSU grants
     made under this Plan are not intended to qualify under particular sections
     of the Internal Revenue Code.

4.       The aggregate number of shares of Common Stock that may be issued under
     this Plan is not fixed. Prior to the date of the adoption of the Original
     Plan, the Board of Directors of the Company (the "Board") or the
     Compensation Committee of the Board (the "Committee") authorized stock
     option grants, outside the Company's existing stock option plans, to
     individuals who are not then serving as officers or directors of the
     Company, for the issuance in the aggregate of 276,000 shares of Common
     Stock of the Company pursuant to option agreements as summarized on ANNEX 1
     to the Original Plan (the "Existing Grants"). In connection with the
     adoption of the Original Plan, the Existing Grants were combined for
     administrative ease and consolidated within the Plan. It is anticipated
     that the Board or the Committee will authorize additional grants of stock
     options and/or RSUs, designated as being issued under this Plan, to
     individuals who are not then serving as officers or directors of the
     Company (the "Future Awards"). The Company may consolidate the Existing
     Awards and, from time to time, the Future Awards for registration and/or
     listing purposes.

5.       No option or vesting period of an RSU or stock option, as applicable,
     will run for more than ten years from the date granted. The other terms and
     conditions of a particular grant of stock options or RSUs are or will be as
     provided in the applicable stock option or restricted stock unit agreement
     authorized by the Board or Committee with respect to that grant.

6.       Shares may be treasury shares or newly issued, or a combination of the
     foregoing.

7.       This Plan may be amended by the Board, but no amendment will adversely
     change the terms of any then-existing stock option or RSU grant.

EX-4.7

                                                                     EXHIBIT 4.7


                            COLE NATIONAL CORPORATION

                      RESTRICTED STOCK UNIT AWARD AGREEMENT
                      -------------------------------------

         Cole National Corporation (the "COMPANY") hereby grants you, as an
employee of the Company or a Subsidiary, the number of Restricted Stock Units
listed below your name on APPENDIX A attached to this agreement. Capitalized
terms that are used in this agreement are defined within this agreement or in
the attached glossary.

1.       RIGHTS TO GRANTED SHARES.
         -------------------------

         (a)      Your Restricted Stock Units represent the Company's promise to
                  deliver to you one-third (1/3rd) of the total number of your
                  Restricted Stock Units, less any Withholding Amount, in shares
                  of common stock of the Company (the "GRANTED SHARES") on each
                  of the three Vesting Dates listed on APPENDIX A, provided that
                  you continuously remain an employee of the Company or a
                  Subsidiary on the relevant Vesting Date, or the termination of
                  your employment results from one of the factors described in
                  Section 3.

         (b)      Following each Vesting Date, you will receive a certificate
                  that evidences your ownership of the Granted Shares which
                  vested on that Vesting Date, less the Withholding Amount, as
                  long as you are still an employee of the Company or a
                  Subsidiary, or your employment terminated because of one of
                  the reasons described in Section 3. Once you receive your
                  certificate, you will own the shares represented by that
                  certificate and they will not be forfeitable to the Company
                  for any reason.

2.       REQUIREMENT OF CONTINUED EMPLOYMENT.
         ------------------------------------

         (a)      Your right to Granted Shares in exchange for any unvested
                  Restricted Stock Units covered by this agreement will
                  immediately terminate and your unvested Restricted Stock Units
                  will be automatically forfeited without further notice on the
                  date that your employment with the Company or a Subsidiary
                  terminates, unless your termination is a result of one of the
                  reasons described in Section 3.

         (b)      Your employment will not be considered to have terminated, and
                  you will not forfeit your unvested Restricted Stock Units, if
                  your employment is transferred from the Company to any of its
                  Subsidiaries, between Subsidiaries or from a Subsidiary to the
                  Company.

3.       EXCEPTIONS TO REQUIREMENT OF CONTINUED EMPLOYMENT. Your right to
         receive Granted Shares in exchange for any unvested Restricted Stock
         Units covered by this agreement will not terminate and your unvested
         Restricted Stock Units will





         not be forfeited upon the termination of your employment, if your
         termination is a result of one of the following factors:

         (a)      your death while you are employed by the Company or any
                  Subsidiary;

         (b)      your being certified as permanently and totally disabled under
                  the terms of the Company's long-term disability policy ("TOTAL
                  DISABILITY") while you are employed by the Company or any
                  Subsidiary;

         (c)      your Retirement (see Section 8); or

         (d)      your approved leave of absence, as determined in the sole
                  discretion of the Company (an "APPROVED LEAVE").

                  If any of the above occur, the date you receive your Granted
                  Shares, or the number of those shares that you will receive
                  following such a termination may change as described below:

                           (i) If your employment terminates because of your
                  death or Total Disability, your unvested Restricted Stock
                  Units will completely vest as of the date of your death or the
                  effective date of your Total Disability and you or your
                  beneficiary or estate, will receive a certificate for all of
                  the Granted Shares represented by your remaining unvested
                  Restricted Stock Units, less any Withholding Amount.

                           (ii) If your employment terminates because of your
                  Retirement, you will receive a prorated portion of your
                  remaining unvested Restricted Stock Units, less any
                  Withholding Amount. The portion of Granted Shares that you
                  will receive will be based on the number of whole months that
                  you were employed by the Company or a Subsidiary from (A) the
                  Date of Grant, if you have not yet reached the first Vesting
                  Date, or (B) the most recent Vesting Date, if you have reached
                  at least one Vesting Date, to the effective date of your
                  Approved Retirement.

                                    FOR EXAMPLE PURPOSES ONLY, assume that you
                                    have been granted 1,000 Restricted Stock
                                    Units on March 1, 2001. Your Vesting Dates
                                    would be March 1, 2002, March 1, 2003, and
                                    March 1, 2004. Assuming that you Retire on
                                    September 31, 2002, you would have already
                                    received 333 Granted Shares on the first
                                    Vesting Date of March 1, 2002. As of your
                                    Retirement, you would have worked 6 of the
                                    24 months that remain until your last
                                    Vesting Date. Therefore, you would receive
                                    6/24 of your 667 total remaining unvested
                                    Restricted Stock Units, which would equal
                                    166.75 shares. You would receive 166 shares,
                                    plus cash for the .75 share and less any
                                    Withholding Amount, upon your Retirement.


                                      -2-



                           (iii) During the time you remain on an Approved
                  Leave, your unvested Restricted Stock Units will continue to
                  earn credit for vesting as if you remained at work. However,
                  if you are on an Approved Leave on a Vesting Date, the Granted
                  Shares that you would have received on that date if you had
                  been at work will not vest and will not be issued to you until
                  you return to work with the Company or a Subsidiary at the end
                  of your Approved Leave. However, if you do not return to work
                  after your Approved Leave terminates, your Granted Shares will
                  not vest, unless the reason you do not return is your death,
                  Permanent Disability or Retirement.

4.       WITHHOLDING TAXES.
         ------------------

         (a)      The Company may be required to withhold federal, state, local
                  and/or foreign taxes in connection with any issuance of
                  Granted Shares under this agreement. To satisfy these
                  requirements, the Company will withhold from the total number
                  of Granted Shares you are to receive on a Vesting Date a
                  number of shares that has a total value equal to the required
                  Withholding Amount.

         (b)      If you want to have an amount greater than the Withholding
                  Amount withheld from the Granted Shares delivered to you on a
                  Vesting Date, you must pay the amount in excess over the
                  Withholding Amount to the Company in cash.

         (c)      On each Vesting Date, the Company may choose to give you cash
                  along with a certificate for your Granted Shares instead of
                  issuing to you less than a whole share of common stock that
                  might result after the Company withholds the Withholding
                  Amount from your Granted Shares.

5.       RESTRICTIONS ON TRANSFER.
         -------------------------

         (a)      You cannot transfer, sell, exchange, pledge or otherwise
                  dispose of your Restricted Stock Units, except to the Company.
                  If you transfer your Restricted Stock Units, the person you
                  transfer to will not have any rights in those Restricted Stock
                  Units, and they will not receive any Granted Shares on a
                  Vesting Date.

         (b)      Once a certificate evidencing Granted Shares is delivered to
                  you, you may trade, sell or otherwise transfer those shares in
                  any way you choose. We remind you that, consistent with
                  Company policy and the law, you may not buy or sell the
                  Company's stock based on your possession of material
                  information about the Company that has not been made available
                  to the public by the Company.

6.       NO EFFECT ON YOUR EMPLOYMENT RELATIONSHIP. This agreement does not
         change your employment relationship with the Company or a Subsidiary.
         This agreement



                                      -3-


         does not change your right or the right of the Company or any
         Subsidiary to terminate your employment at any time, for any reason,
         with or without cause.

7.       MISCELLANEOUS.
         --------------

         (a)      SECURITIES LAWS. The Company is relying on certain rules and
                  exemptions of the Securities and Exchange Commission to issue
                  freely tradable Granted Shares to you without registration.
                  While we do not expect these rules change, if they do, or if
                  the Company can no longer rely on these exemptions, the
                  Company may not be able to issue the Granted Shares to you
                  without violating the Securities Laws. If this happens, the
                  Company, will notify you, and as soon as reasonably possible
                  after your Vesting Date, will register the Granted Shares or,
                  at the Company's option, substitute cash for your Granted
                  Shares.

         (b)      ADJUSTMENTS. If it is necessary to prevent an increase or
                  decrease of the rights you have been granted by this agreement
                  resulting from certain types of transactions that the Company
                  may engage in, the Company may change the number or kind of
                  shares of common stock issuable to you under this agreement.
                  The types of transactions referred to in the previous sentence
                  are (i) stock dividends, stock splits, combination of shares,
                  recapitalization or other changes in the capital structure of
                  the Company, (ii) merger, consolidation, separation,
                  reorganization or partial or complete liquidation involving
                  the Company or (iii) other transactions or events having an
                  effect similar to any of those referred to in (i) or (ii)
                  above.

         (c)      AMENDMENTS. The Restricted Stock Units are being granted to
                  you under the terms of the Company's 1999 Broad Based Employee
                  Stock Plan (Amended and Restated February 28, 2001) (the
                  "PLAN"). Any amendment to the Plan will also be deemed to be
                  an amendment to this agreement to the extent that the
                  amendment is applicable to this agreement. However, no
                  amendment will be made that would negatively affect your
                  rights under any Restricted Stock Unit without your consent.

         (d)      GOVERNING LAW. The laws of the State of Ohio will govern this
                  agreement, without regard to rules regarding conflicts of
                  laws.

8.       GLOSSARY. When used in this agreement, the following terms have the
         meanings set forth below:

                  "DATE OF GRANT" means the date you were awarded the Restricted
                  Stock Units under this agreement, which can be found on
                  APPENDIX A to this agreement.

                  "FAIR MARKET VALUE" means an amount equal to the average of
                  the opening and closing prices of the Company's common stock
                  on the New York Stock Exchange on the date of the valuation.




                                      -4-


                  "RETIREMENT" means (1) your retirement at or after you reach
                  the age of 65 according to the terms of a pension or other
                  retirement plan of the Company or any Subsidiary or, if
                  earlier, (2) your retirement according to the terms of a
                  pension or other retirement plan of the Company after you have
                  reached age 55 but before you have reached age 65, as long as
                  you have completed at least 5 years of service with the
                  Company or any Subsidiary.

                  "SUBSIDIARY" means any direct or indirect subsidiary of Cole
                  National Corporation.

                  "VESTING DATE" means each anniversary date of your Date of
                  Grant for the next three years. Your Vesting Dates are listed
                  on Appendix A.

                  "WITHHOLDING AMOUNT" means the minimum amount of withholding
                  taxes, including federal, state and local income taxes and
                  social security and Medicare taxes required to be withheld by
                  the Company by the applicable taxing authorities, as the
                  result of the vesting of Restricted Stock Units and/or the
                  issuance of Granted Shares.




                                      -5-





         This agreement is executed by the Company on this ____ day of _______.

                                            Cole National Corporation

                                            By
                                                --------------------------------
                                            [name]
                                            [title]


         Please execute one copy of APPENDIX A attached to this Agreement and
return it to:

                  Patricia Luzier
                  Senior Vice President, Human Resources and
                  Process Improvement and Chief Administrative Officer
                  Cole Vision Corporation
                  1925 Enterprise Parkway
                  Twinsburg, Ohio 44087

         By executing this Agreement, you will be evidencing your acceptance of
         this grant of Restricted Stock Units according to the terms and
         conditions of the Plan and this Agreement.






                                      -6-



                                   APPENDIX A
                                   ----------





NAME OF EMPLOYEE:     _____________________________________



NUMBER OF RESTRICTED STOCK UNITS:



DATE OF GRANT:



VESTING DATES:                              VESTING AMOUNT





                                 ACKNOWLEDGEMENT

         I acknowledge receipt of an executed original of the Restricted Stock
Unit Award Agreement and I accept the grant of Restricted Stock Units evidencing
my right to receive Granted Shares or other consideration according to the terms
and conditions of the 1999 Broad Based Employee Stock Plan (Amended and Restated
February 28, 2001) and the Agreement.



                                         ---------------------------------------
                                         Employee

                                         Date:
                                                   -----------------------------



                                      -7-

EX-5.1

                                                                     Exhibit 5.1

                            COLE NATIONAL CORPORATION
                             5915 LANDERBROOK DRIVE
                              CLEVELAND, OHIO 44124


                                February 11, 2002


                  Re:      1999 Employee Stock Purchase Plan (Amended and
                           Restated June 14, 2001) (the "Purchase Plan") and the
                           1999 Broad-Based Employee Stock Option Plan (Amended
                           and Restated February 28, 2001) (the "Broad-Based
                           Plan")
                           -----------------------------------------------------


Ladies and Gentlemen:

                  I am furnishing this opinion as the General Counsel of Cole
National Corporation, a Delaware corporation (the "Company"), in connection with
the registration of shares of the Company's common stock, par value $.001 per
share (the "Common Stock") issuable pursuant to the Purchase Plan and the
Broad-Based Plan. I have examined such documents, records and matters of law as
I have deemed necessary for purposes of this opinion, and based thereupon, I am
of the opinion that:

                  (a) The Common Stock to be issued or transferred and sold
         pursuant to (i) the Purchase Plan and (ii) grants made under the
         Broad-Based Plan, when issued and sold in accordance with the Purchase
         Plan or the Broad-Based Plan and related option agreements and
         restricted stock unit agreements, as applicable, will be duly
         authorized, validly issued, fully paid and nonassessable.

                  (b) When issued in accordance with the terms of the Rights
         Agreement, dated November 22, 1999, between the Company and National
         City Bank, as Rights Agent (the "Rights Agreement"), the preferred
         share purchase rights (the "Rights") associated with the Common Stock
         issuable pursuant to the Purchase Plan and the Broad-Based Plan will be
         validly issued.

                  The opinion set forth in paragraph (b) is limited to the valid
issuance of the Rights under the corporation laws of the State of Delaware. I
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement on Form S-8 filed by the Company to effect registration under the
Securities Act of 1933 of the shares of Common Stock to be issued pursuant to
the Purchase Plan and the Broad-Based Plan.

                                Very truly yours,

                                /s/ Leslie D. Dunn
                                   Senior Vice President - Business Development,
                                   General Counsel and Secretary

EX-23.1

                                                                    Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 26, 2001
included in Cole National Corporation's Form 10-K for the year ended February 3,
2001 and to all references to our Firm included in this registration statement.


/s/ Arthur Andersen LLP


Cleveland, Ohio,
     February 11, 2002.