-----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, H4042eOWmL0jTKCVXnKpvF64kdGfkA0RmECN0PrzX7TtZPT1Drij5eyqE8nvMh6V Af6zgP2fY91xp3tfY2m/uQ== 0000950152-05-001450.txt : 20050223 0000950152-05-001450.hdr.sgml : 20050223 20050223164439 ACCESSION NUMBER: 0000950152-05-001450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050221 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 1934 Act SEC FILE NUMBER: 000-21068 FILM NUMBER: 05634790 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 l12361ae8vk.txt SIGHT RESOURCE CORPORATION 8-K UNITED STATES 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) February 21, 2005 SIGHT RESOURCE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21068 04-3181524 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 6725 Miami Avenue, Cincinnati, Ohio 45243 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 527-9770 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On February 21, 2005, the Company filed its operating reports for the period from June 24, 2004 to January 31, 2005 with the United States Bankruptcy Court for the Southern District of Ohio. Such filing was made pursuant to the filing requirements of the Office of the United States Trustee. The filing includes (among other information) a consolidated and consolidating balance sheet as of January 31, 2005 and operating statements for the month ended January 31, 2005 and for the period from June 24, 2004 through January 31, 2005. The consolidated balance sheet information and consolidated operating statement information included in the Bankruptcy Court filing are included with this report as Exhibit 99.3 (the "Bankruptcy Court Statements"). The Bankruptcy Court Statements are unaudited and do not conform to generally accepted accounting principles ("GAAP"). All goodwill and other intangible assets have been eliminated in the preparation of the Bankruptcy Court Statements. Reference is made to the footnotes to the financial statements for a statement of other limitations and qualifications applicable to the statements. As previously reported, the Company's 2002, 2003, and 2004 year-end financial statements have not been audited or certified. Also, as previously reported, in view of the Company's Chapter 11 bankruptcy filing, and in view of the resignation of the independent accounting firm previously engaged to audit the Company's financial statements, it is doubtful that such statements will ever be certified. The Company's aforementioned year-end reports remain incomplete, and the Company remains unable to generate GAAP compliant statements for subsequent interim periods for inclusion in filings on Forms 10-Q and 10-K. In view of the foregoing, the Company is unable to, and does not expect in the future to be able to, submit a reconciliation of the differences between the Bankruptcy Court Statements and comparable statements prepared in accordance with GAAP. See FORWARD-LOOKING STATEMENTS appearing below in this Report. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. See Exhibit Index. FORWARD-LOOKING STATEMENTS. This Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended, including, without limitation, statements containing the words "doubtful" and "not expect" and words of similar import. Because forward-looking statements are based on a number of beliefs, estimates and assumptions that could ultimately prove inaccurate, there is no assurance that forward-looking statements will prove to be accurate. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGHT RESOURCE CORPORATION Date: February 23, 2005 By: /s/ Donald L. Radcliff -------------------------------- Donald L. Radcliff Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit 99.3 Consolidated Balance Sheet as of January 31, 2005 and Consolidated Operating Statement for the month ended January 31, 2005 and for the period from June 24, 2004 through January 31, 2005 EX-99.3 2 l12361aexv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 SIGHT RESOURCE CORPORATION Consolidated Balance Sheet (In thousands) (unaudited) ---------
As of January 31, 2005 ---------------- (unaudited) ASSETS Current Assets: Cash and Cash Equivalents $ 912 Accounts Receivable, Net of Allowance 554 Inventories 951 Prepaid Expenses and Other Current Assets 162 Total Current Assets 2,579 -------- Property and Equipment, net 128 Other Assets: Intangible Assets, net na Total assets $ 2,707 ======== LIABILITIES Post Petition Liabilities: Accounts Payable 670 Wages & Salaries 128 Taxes 12 Total Post Petition Liabilities 810 Secured Liabilities 182 Pre Petition Liabilities: Taxes & Other Priority Liabilities 785 Unsecured Liabilities 8,311 Total Pre Petition Liabilities 9,096 -------- Total Liabilities 10,088 -------- Paid-in capital 51,067 Accumulated deficit Pre Petition (58,188) Retained Earnings Post Petition (260) Total stockholders' equity (7,381) -------- Total Liabilities & Equity $ 2,707 ========
See accompanying notes to consolidated financial statements SIGHT RESOURCE CORPORATION Consolidated Statement of Operations (In thousands) (unaudited) ---------
January 2005 Filing to Date ------------ ------------------ June 24, 2004 thru Jan 1st-31st Jan 31, 2005 ------------ ------------------ Net revenue $ 1,223 $ 10,202 Cost of revenue 325 2,695 -------- -------- Gross profit 898 7,507 Selling, general and administrative expenses 998 7,375 -------- -------- Income/(Loss) from operations (100) 132 Non-operating Income/(Expenses) 255 (393) -------- -------- Net Profit/(Loss) 155 (261) -------- --------
See accompanying notes to consolidated financial statements. NOTES TO FINANCIAL STATEMENTS (1) On June 24, 2004 (the "Chapter 11 Bankruptcy Filing Date"), Sight Resource Corporation (the "Company") and its subsidiaries each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. No trustee has been appointed, and the Company and its subsidiaries continue to manage their business as debtors in possession. (2) The accompanying statements are unaudited, have been prepared to comply with filing requirements of the Office of the United States Trustee, and do not conform to generally accepted accounting principles. The last audit of the Company's financial statements was completed as of and for the period ended December 29, 2001. (3) The accompanying financial statements have been prepared on a basis reflecting the write off, as of a date prior to the Chapter 11 Bankruptcy Filing Date, of all goodwill and other intangible assets. Except for the write off of goodwill and other intangible assets, the financial statements have been prepared on a "going concern" basis and do not reflect any reductions in the carrying value of assets or other adjustments that may be appropriate for financial statements prepared on a liquidation basis. (4) The liabilities reflected in the accompanying financial statements do not include claims of lessors in respect of store leases rejected by the Company during the bankruptcy process. Such claims will be substantial. There may also be other claims filed by creditors against the Company in the Chapter 11 proceedings that are not reflected as liabilities in the accompanying financial statements. (5) The Accumulated Deficit Pre-Petition has been calculated on the basis of unaudited operating results since December 29, 2001 (that being the date of the last audit of the Company's financial statements) and reflecting the write off, as of the date prior to the Chapter 11 Bankruptcy Filing Date, of all goodwill and other intangible assets. (6) Non-Operating Expenses are net of interest income and include professional fees, U.S. Trustee fees, and personnel retention bonuses. (7) Non-Operating Income includes gain from the sale of substantially all of the assets of the Company's subsidiary, Eyeglass Emporium, Inc., to Vision Point I, LLC and Vision Point II, LLC on January 31, 2005 for cash consideration in the amount of $620,000, plus assumption of certain liabilities. -----END PRIVACY-ENHANCED MESSAGE-----