-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADGIy+95JZ28Nq0z2reO4pJyswhdAxKSOYQJDU3Ss3i3UmemXqWOHwS4WRYbrsAA mrmITEzKRjACd1gpCAn8HA== 0000927016-01-501917.txt : 20010718 0000927016-01-501917.hdr.sgml : 20010718 ACCESSION NUMBER: 0000927016-01-501917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010613 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGHT RESOURCE CORP CENTRAL INDEX KEY: 0000895651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 043181524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21068 FILM NUMBER: 1683425 BUSINESS ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084296916 MAIL ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 FORMER COMPANY: FORMER CONFORMED NAME: NEWVISION TECHNOLOGY INC DATE OF NAME CHANGE: 19940224 8-K 1 d8k.txt FORM 8-K 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): June 13, 2001 ------------- Sight Resource Corporation -------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21068 04-3181524 ------------ -------------- --------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 100 Jeffrey Avenue, Holliston, Massachusetts 01746 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 429-6916 -------------- Sight Resource Corporation Index Item Page No. ---- -------- Item 5. Other Events and Regulation FD Disclosure 3 Item 7. Financial Statement and Exhibits 4 Signatures 5 Exhibit Index 6 2 Item 5. Other Events and Regulation FD Disclosure On July 13, 2001, the Registrant issued a press release announcing that its stockholders had approved three proposals at its annual meeting of stockholders. The following proposals were approved: o the increase of the maximum number of shares of common stock from 400,000 shares to 2,250,000 shares for which stock options may be granted to any participant in any consecutive three-year period under the Registrant's 1992 Employee, Director and Consultant Stock Option Plan, as amended (the "Option Plan"); o the election of E. Dean Butler, Christian Callsen and Russell Taskey to the Registrant's Board of Directors; and o ratification of the appointment of KPMG LLP as independent public accountants for the Registrant. Proposal 1 to increase the number of authorized shares of common stock from 20,000,000 shares to 50,000,000 shares under the Registrant's Charter did not receive sufficient votes for approval and the Board of Directors has determined that Proposal 2 to increase the maximum number of shares of common stock from 1,850,000 shares to 6,500,000 shares for which stock options may be granted under the Option Plan be kept open. Accordingly, the stockholders meeting was adjourned to Friday, July 20, 2001 to solicit additional proxies for each of Proposal 1 and Proposal 2. The meeting will reconvene at 10:00 a.m. EST, on Friday, July 20, 2001 at the offices of the Company's legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at One Financial Center, Boston, MA 02111. Of the votes cast as of the annual meeting date, over 92% of the votes overwhelmingly supported Proposal 1 and over 88% of the votes overwhelmingly supported Proposal 2, but a substantial number of stockholders have not yet voted. The short time frame between the mailing of the Registrant's proxy statement and the meeting date coupled with the fact that a significant number of shares are held in street name by a disparate group of stockholders, dictated the need to adjourn the meeting. In order for the Registrant to complete a proposed merger with eyeshop.com inc., common stock financings to raise an aggregate of $2.3 million and to comply with certain covenants required by its senior lender, such proposals must be approved. The Registrant has requested that all of its stockholders vote on such proposals. For reasons set forth in the proxy statement previously mailed to all stockholders, the Registrant's Board of Directors unanimously has approved and recommends a vote "for" each of Proposal 1 and Proposal 2. In addition, stockholders who may have previously mailed proxies may change their vote regarding Proposal 1 or Proposal 2 by delivering to the Registrant a signed proxy bearing a later date. Further, any stockholder who has executed a proxy but is present at the continuation of the annual meeting on July 20, 2001 and who wishes to vote in person on Proposal 1 or Proposal 2 may do so by revoking his or her proxy in writing at the continuation of the annual meeting. 3 Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 13, 2001. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SIGHT RESOURCE CORPORATION Date: July 17, 2001 By: /s/ Carene S. Kunkler --------------------- Carene S. Kunkler President and Chief Executive Officer 5 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated July 13, 2001. 6 EX-99.1 2 dex991.txt PRESS RELEASE DATED JULY 13, 2001 SIGHT RESOURCE CORPORATION ANNOUNCES RESULTS OF ANNUAL STOCKHOLDER MEETING AND ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES HOLLISTON, Mass.--July 13, 2001--SIGHT RESOURCE CORPORATION (OTC: VISN), a leading provider of primary eye care products, services, and managed vision care programs today announced the results of its Annual Stockholder Meeting. The following proposals were approved: o the increase of the maximum number of shares of common stock from 400,000 shares to 2,250,000 shares for which stock options may be granted to any participant in any consecutive three-year period under the Company's 1992 Employee, Director and Consultant Stock Option Plan, as amended; o the election of E. Dean Butler, Christian Callsen and Russell Taskey to the Company's Board of Directors; and o ratification of the appointment of KPMG LLP as independent public accountants for the Company. Proposal 1 to increase the number of authorized shares of common stock from 20,000,000 shares to 50,000,000 shares under the Company's Certificate of Incorporation did not receive sufficient votes for approval and the Board of Directors has determined that Proposal 2 to increase the maximum number of shares of common stock from 1,850,000 shares to 6,500,000 shares for which stock options may be granted under the Company's 1992 Employee, Director and Consultant Stock Option Plan be kept open. Accordingly, the stockholders meeting was adjourned to Friday, July 20, 2001 to solicit additional proxies for each of Proposal 1 and Proposal 2. The meeting will reconvene at 10:00 a.m. EST, on Friday, July 20, 2001 at the offices of the Company's legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at One Financial Center, Boston, MA 02111. Of the votes cast to date, over 92% of the votes overwhelmingly supported Proposal 1 and over 88% of the votes overwhelmingly supported Proposal 2, but a substantial number of stockholders have not yet voted. The short time frame between the mailing of the Company's Proxy Statement and the meeting date coupled with the fact that a significant number of shares are held in street name by a disparate group of stockholders, dictated the need to adjourn the meeting. In order for the Company to complete a proposed merger with eyeshop.com inc., common stock financings to raise an aggregate of $2.3 million and to comply with certain covenants required by its senior lender, such proposals must be approved. The Company requests that all of its stockholders vote on such proposals. For reasons set forth in the proxy statement previously mailed to all stockholders, the Company's Board of Directors unanimously has approved and recommends a vote "for" each of Proposal 1 and Proposal 2. In addition, stockholders who may have previously mailed proxies may change their vote regarding Proposal 1 or Proposal 2 by delivering to the Company a signed proxy bearing a later date. 1 Further, any stockholder who has executed a proxy but is present at the continuation of the annual meeting on July 20, 2001 and who wishes to vote in person on Proposal 1 or Proposal 2 may do so by revoking his or her proxy in writing at the continuation of the annual meeting. Sight Resource Corporation is one of the country's leading providers of primary eye care products and services including managed vision care programs, operating 121 primary eye care centers in the U.S. The Company provides a full range of eyewear, contact lenses, prescription and non-prescription sun wear, and a complete line of accessories through an integrated network of opticians, optometrists, and ophthalmologists affiliated with its primary eye care chains: Cambridge Eye Doctors in Massachusetts and New Hampshire, E.B. Brown Opticians in Ohio and Pennsylvania, Eyeglass Emporium in Indiana, Kent Optical in Michigan, Shawnee Optical in Pennsylvania and Ohio, Vision Plaza in Louisiana and Mississippi, and Vision World in Rhode Island. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this news release which are not historical fact are forward-looking statements based upon management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. Risks and additional factors affecting the Company's business including, without limitation, those described under "Business Risks and Cautionary Statements" in the Company's Form 10-K, as amended on Form 10-K/A, for the fiscal year ended December 30, 2000, filed with the Securities and Exchange Commission. - --------------------- Contact: Carene Kunkler Sight Resource Corporation 508-429-6916 2 -----END PRIVACY-ENHANCED MESSAGE-----