SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 12, 2002
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OPTICARE HEALTH SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15223 76-0453392
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) ID Number)
87 Grandview Avenue, Waterbury, Connecticut 06708
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 203-596-2236
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On August 12, 2002, pursuant to an Asset Purchase Agreement dated as of
August 1, 2002 (the "Purchase Agreement") by and among OptiCare Health Systems,
Inc. (the "Company"), PrimeVision Health, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company (the "Seller"), and Optometric Eye Care
Center, P.A., a North Carolina professional corporation (the "Buyer"), the
Company and the Seller disposed of substantially all of their assets relating to
the professional optometry practice locations and retail optical business they
owned or operated in the State of North Carolina. Excluded from the sale were
the Company's other North Carolina operations (i.e. its managed care division
and buying group). The purchase price consisted of approximately $4.2 million of
cash, a $1.0 million promissory note, 1.3 million shares of the Company's common
stock formerly held by the principal shareholders of the Buyer and the Buyer's
assumption of certain liabilities, for an aggregate consideration of
approximately $5.7 million.
The Company will use the cash proceeds from the sale to temporarily
reduce bank debt and to provide working capital. The sale of the assets resolves
certain claims that may have existed between the Company and the Buyer and their
respective affiliates arising from previous agreements.
The principal shareholders of the Buyer are D. Blair Harrold and Allan
L. M. Barker, two former officers of the Company. In connection with the
consummation of the sale, the two officers resigned their positions with the
Company. The purchase price and all negotiations relating to the transaction
were on an arm's length basis. The sale was unanimously approved by the North
Carolina State Board of Examiners in Optometry.
The foregoing description of the disposition is qualified in its
entirety by reference to the complete text of the Purchase Agreement, which is
filed as an exhibit hereto.
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Item 7. Financial Statements and Exhibits
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(b) Pro forma Financial Information
Pursuant to paragraph (b) (1) of Item 7 of Form 8-K, the Company is
furnishing unaudited condensed pro forma financial statements in Exhibit 99.1
(c) Exhibits
Exhibit Number Description
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2 Asset Purchase Agreement dated as of August 1, 2002 by and
among OptiCare Health Systems, Inc., PrimeVision Health,
Inc. and Optometric Eye Care Center, P.A.
99.1 OptiCare Health Systems, Inc. unaudited condensed pro
forma financial statements at and for the six months ended
June 30, 2002 and unaudited condensed pro forma statement
of income for the year ended December 31, 2001, and the
notes thereto.
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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.
OPTICARE HEALTH SYSTEMS, INC.
By: /s/ William A. Blaskiewicz
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Name: William A. Blaskiewicz
Title: Vice President and Chief Financial Officer
(Principal Financial and Accounting
Officer and duly authorized officer)
Dated: August 27, 2002
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