-----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, IC6VhACzT1evzOL83aVVFN+JfvZnTpJnrbm7EQlzI8gLhN9gh3CIVAweY7e5LbuW R9aPCkPNhL3xatF11I1N+Q== 0000950152-05-004005.txt : 20050505 0000950152-05-004005.hdr.sgml : 20050505 20050505153821 ACCESSION NUMBER: 0000950152-05-004005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050429 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 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: 05803469 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 l13850ae8vk.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) April 29, 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 2.01. Completion of Acquisition or Disposition of Assets As previously reported, on April 8, 2005, Sight Resource Corporation ("SRC") and two of its subsidiaries, Cambridge Eye Associates, Inc. (CEA") and Douglas Vision World ("DVW"), entered into an asset purchase agreement (the "Agreement") with Davis Vision, Inc. ("Davis"). Pursuant to the Agreement, CEA and DVW agreed to sell substantially all of their assets (the "Assets") to Davis and to assign, in addition to other certain contracts, 25 unexpired non-residential real property leases under which SRC is the lessee (the "Leases") and three unexpired non-residential real property subleases under which SRC is the sublessor (the "Subleases"). The closing of the transaction was held on April 29, 2005. At the closing, CEA and DVW sold the Assets and assigned the Leases and Subleases to Davis for the sum of $6,500,000 plus the assumption by Davis of certain liabilities. The sale of the Assets involved six DVW retail stores in Rhode Island and 19 CEA stores in Massachusetts and New Hampshire, which comprise all of the remaining operations of SRC. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Also on April 29, 2005, Dale W. Fuller resigned as President and Chief Executive Officer of SRC, and Donald L. Radcliff resigned as Vice President, Chief Financial Officer, and Secretary of SRC, both effective immediately. Additionally, on May 3, 2005, Marco Brustio and Dino Tabacchi resigned as Directors of SRC. In conjunction with the resignations of these two Directors, SRC's Board of Directors reduced the authorized number of Directors from seven to five. The Board of Directors appointed John Pate as SRC's new President on May 3, 2005. Mr. Pate, age 53, is currently a principal of West Chester Audit Technologies, a software company that specializes in transaction audits for grocery companies. Prior to West Chester Audit Technologies, Mr. Pate was the Controller for Joseph Beth Booksellers, an independent bookseller. Item 8.01. Other Events On May 4, 2005, SRC filed its operating reports for the period from June 24, 2004 to March 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 March 31, 2005 and operating statements for the month ended March 31, 2005 and for the period from June 24, 2004 through March 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 99.5 (the "Bankruptcy Court Statements"). The Bankruptcy Court statements do not reflect the sale, on April 29, 2005, of the assets of CEA and DVW reported in Item 2.01 of this report. 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, SRC's 2002, 2003, and 2004 year-end financial statements have not been audited or certified. Also, as previously reported, in view of SRC's Chapter 11 bankruptcy filing, and in view of the resignation of the independent accounting firm previously engaged to audit SRC's financial statements, it is doubtful that such statements will ever be certified. The SRC's aforementioned year-end reports remain incomplete, and SRC 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, SRC 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 available. (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: May 5, 2005 By: /s/ John Pate ------------------------------ John Pate Chief Executive Officer EXHIBIT INDEX
Exhibit Number Description of Exhibit - -------------- ---------------------- 99.5 Consolidated Balance Sheet as of March 31, 2005 and Consolidated Operating Statement for the month ended March 31, 2005 and for the period from June 24, 2004 through March 31, 2005
EX-99.5 2 l13850aexv99w5.txt EXHIBIT 99.5 EXHIBIT 99.5 SIGHT RESOURCE CORPORATION Consolidated Balance Sheet (In thousands) (unaudited)
As of March 31, 2005 -------------- ASSETS (unaudited) Current Assets: Cash and Cash Equivalents........................................ $ 892 Accounts Receivable, Net of Allowance............................ 468 Inventories...................................................... 793 Prepaid Expenses and Other Current Assets........................ 163 Total Current Assets............................................. 2,316 ------------- Property and Equipment, net...................................... 105 Other Assets: Intangible Assets, net........................................... na Total assets........................................... $ 2,421 ============= LIABILITIES Post Petition Liabilities: Accounts Payable................................................. 442 Wages & Salaries................................................. 200 Taxes............................................................ 19 Total Post Petition Liabilities.................................. 661 ------------- Secured Liabilities.............................................. 182 ------------- Pre Petition Liabilities: Taxes & Other Priority Liabilities............................... 777 Unsecured Liabilities............................................ 8,228 Total Pre Petition Liabilities................................... 9,005 ------------- Total Liabilities................................................ 9,848 ------------- Paid-in capital.................................................. 51,067 Accumulated deficit Pre Petition................................. (58,188) Retained Earnings Post Petition.................................. (306) Total stockholders' equity....................................... (7,427) ------------- Total Liabilities & Equity................. $ 2,421 =============
See accompanying notes to consolidated financial statements SIGHT RESOURCE CORPORATION Consolidated Statement of Operations (In thousands) (unaudited)
March 2005 Filing to Date Mar 1st-31st June 24, 2004 thru Mar 31, 2005 ------------- ------------------------------- Net revenue.......................................................... $ 1,299 $ 12,665 Cost of revenue...................................................... 367 3,376 ------------- ------------- Gross profit......................................................... 932 9,289 Selling, general and administrative expenses......................... 873 9,046 ------------- ------------- Income/(Loss) from operations........................................ 59 243 Non-operating Income/(Expenses)...................................... 4 (552) ------------- ------------- Net Profit/(Loss).................................................... 63 (309) ------------- -------------
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 ("SRC") and its subsidiaries each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. No trustee has been appointed, and SRC and its subsidiaries continue to manage their business as debtors in possession. (2) The accompanying financial 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 SRC'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 SRC during the bankruptcy process. Such claims will be substantial. There may also be other claims filed by creditors against SRC 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 SRC'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 SRC's subsidiary, E.B. Brown Opticians, Inc., to Performance Vision Care, Inc. on March 10, 2005 for cash consideration in the amount of $200,000, plus assumption of certain liabilities. (8) The accompanying financial statements do not reflect the sale, on April 29, 2005, of the assets of Cambridge Eye Associates, Inc. and Douglas Vision World reported in Item 2.01 of this report. -----END PRIVACY-ENHANCED MESSAGE-----