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): November 14, 2003
OPTICARE HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15223 76-0453392
------------------ --------------------- -------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
87 Grandview Avenue, Waterbury, Connecticut 06708
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 596-2236
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 14, 2003 we amended the terms of our term loan and revolving
credit facility with CapitalSource Finance LLC. This amendment provides for the
following: (i) an increase to our term loan of $0.3 million and an extension of
the maturity date of our term loan from January 25, 2004 to January 25, 2006,
(ii) an extension of the maturity of our revolving credit facility from January
25, 2005 to January 25, 2006, (iii) a permanent increase to the advance rate on
eligible receivables of Wise Optical from 80% to 85%, (iv) a temporary increase
to the advance rate on Wise Optical eligible inventory from 50 to 55% through
March 31, 2004, (v) access to a $0.7 million temporary over-advance bearing
interest at prime plus 5 1/2%, which is to be repaid in full by March 31, 2004,
and is guaranteed by Palisade Concentrated Equity Partnership, LP (vi) a waiver
of our non-compliance with the minimum fixed charge ratio financial covenant
through March 31, 2004 and (v) an increase in our minimum tangible net worth
financial covenant from $(27) million to ($10) million. In connection with this
amendment, we agreed to pay CapitalSource $80,000 in financing fees. The
amendment also includes an additional $150,000 termination fee if we terminate
the revolving credit facility prior to December 31, 2004. Additionally, if we
terminate the revolving credit facility pursuant to a refinancing with another
commercial financial institution, we shall pay CapitalSource, in lieu of a
termination fee, a yield maintenance amount. The yield maintenance amount shall
mean an amount equal to the difference between (i) the all-in effective yield
which could be earned on the revolving balance through January 25, 2006, and
(ii) the total interest and fees actually paid to CapitalSource on the revolving
credit facility prior to the termination date or date of prepayment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Waiver and Second Amendment, dated as of November 14, 2003,
to the Amended and Restated Revolving Credit, Term Loan and
Security Agreement, originally dated as of January 25, 2003,
by and between the Registrant, OptiCare Eye Health Centers,
Inc., PrimeVision Health, Inc. and CapitalSource Finance LLC.
10.2 Term Note B, dated November 14, 2003, by and between the
Registrant, OptiCare Eye Health Centers, Inc., PrimeVision
Health, Inc. (individually and collectively as borrower) and
CapitalSource Finance LLC (as lender).
10.3 Guaranty Agreement dated November 14, 2003 by and between
Palisade Concentrated Equity Partnership, L.P., the
Registrant, PrimeVision Health, Inc., OptiCare Eye Health
Centers, Inc., OptiCare Acquisition Corp., and CapitalSource
Finance LLC.
99.1 The Registrant's Press Release dated November 17, 2003.
This press release is being furnished pursuant to Item 12 of this
Current Report on Form 8-K and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 17, 2003, the Registrant issued a press release to report its
financial results for the quarter ended September 30, 2003. A copy of the press
release is furnished pursuant to this Item 12 as Exhibit 99.1 to this current
report on Form 8-K.
Page 2
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.
(Registrant)
/s/ William A. Blaskiewicz
--------------------------
Date: November 19, 2003 Name: William A. Blaskiewicz
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.1 Waiver and Second Amendment, dated as of November 14, 2003, to
the Amended and Restated Revolving Credit, Term Loan and Security
Agreement, originally dated as of January 25, 2003, by and
between the Registrant, OptiCare Eye Health Centers, Inc.,
PrimeVision Health, Inc. and CapitalSource Finance LLC.
10.2 Term Note B, dated November 14, 2003, by and between the
Registrant, OptiCare Eye Health Centers, Inc., PrimeVision
Health, Inc. (individually and collectively as borrower) and
CapitalSource Finance LLC (as lender).
10.3 Guaranty Agreement dated November 14, 2003 by and between
Palisade Concentrated Equity Partnership, L.P., the Registrant,
PrimeVision Health, Inc., OptiCare Eye Health Centers, Inc.,
OptiCare Acquisition Corp., and CapitalSource Finance LLC.
99.1 The Registrant's Press Release dated November 17, 2003.