UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the
Registrant [X]
Filed by
a Party other than the
Registrant [ ]
Check the
appropriate box:
[ ] Preliminary
Proxy Statement
[ ] Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[
X] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[ ] Soliciting
Material Under §240.14a-12
EMERGING VISION,
INC.
(Name of
Registrant as Specified in its Charter)
________________________________________________________________
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[
X] No fee
required.
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
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(3) Per unit
price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state
how its was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total fee
paid:
[ ] Fee
paid previously with preliminary materials:
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
|
(1)
|
Amount
previously paid:
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|
(2)
|
Form,
Schedule or Registration Statement
No.:
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EMERGING
VISION, INC.
100
Quentin Roosevelt Boulevard
Garden
City, New York 11530
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23,
2008
To
the Shareholders of Emerging Vision, Inc.:
NOTICE IS HEREBY GIVEN that
the Annual Meeting of Shareholders of Emerging Vision, Inc. will be
held at the offices of Certilman Balin Adler & Hyman, LLP, 90 Merrick
Avenue, East Meadow, NY 11554, on May 23, 2008, at 9:00 a.m., local time, for
the following purposes:
|
(1)
|
To
elect three (3) Class II Directors to our Board of Directors, to fill the
(3) vacancies that will be created by the expiration of the term of the
Class II Directors, whose term expires at the
meeting.
|
|
(2)
|
To
transact such other business as may properly come before the
meeting.
|
Only
shareholders of record at the close of business on April 4, 2008 are entitled to
notice of, and to vote at, the meeting or any adjournment(s)
thereof.
|
By
Order of the Emerging Vision, Inc. Board of Directors
/s/ Christopher G.
Payan
Christopher
G. Payan
Chief
Executive Officer
|
Garden
City, New York
April 29,
2008
|
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF EMERGING VISION, INC., AND RETURN IT IN THE PRE-ADDRESSED
ENVELOPE PROVIDED FOR THAT PURPOSE. A SHAREHOLDER MAY REVOKE HIS PROXY AT
ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY
SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND
VOTING IN PERSON.
|
EMERGING
VISION, INC.
100
Quentin Roosevelt Boulevard
Garden
City, New York 11530
____________________
PROXY
STATEMENT
____________________
SOLICITING,
VOTING AND REVOCABILITY OF PROXY
This
proxy statement is being mailed to all shareholders of record of Emerging
Vision, Inc., at the close of business on April 4, 2008, in connection with the
solicitation, by the Board of Directors, of proxies to be voted at the Annual
Meeting of Shareholders, to be held at the offices of Certilman Balin Adler
& Hyman, LLP, 90 Merrick Avenue, East Meadow, NY 11554, on May 23, 2008, at 9:00 a.m., local time,
or any adjournment(s) thereof. The proxy and this proxy statement
were first mailed to shareholders on or about May 9, 2008.
All
shares represented by proxies duly executed and received will be voted on the
matters presented at the meeting in accordance with the instructions specified
in such proxies. Proxies so received without specified instructions
will be voted FOR the
election, to our Board of Directors, of those nominees named in the
proxy.
The Board
does not know of any other matters that may be brought before the meeting nor
does it foresee or have reason to believe that proxy holders will have to vote
for substitute or alternate nominees to the Board. In the event that any other
matter should come before the meeting or any nominee is not available for
election, the persons named in the enclosed proxy will have discretionary
authority to vote all Proxies not marked to the contrary with respect to such
matters in accordance with their best judgment.
The Board
has fixed the close of business on April 4, 2008 as the record date for the
determination of shareholders entitled to notice of the Annual Meeting, and only
holders of record of our common stock, par value $0.01 per share (the “Common
Stock”), and Senior Convertible Preferred Stock, par value $0.01 per share (the
“Preferred Stock” and, together with the Common Stock, hereinafter collectively
referred to as the “Capital Stock”), on that date, will be entitled to notice
of, and to vote at, the Annual Meeting. As of the record date, we had
outstanding 125,292,806 shares of Common Stock, each share of Common Stock being
entitled to one vote on all matters presented at the Annual Meeting, and 0.74
shares of Preferred Stock entitled to vote, on an “as converted” basis, together
with the Common Stock as a single class, 98,519 shares of Common Stock, for a
total of 125,391,325 voting shares (collectively, the “Voting
Shares”).
The
presence, in person or by proxy, of the holders of shares that represent a
majority of the votes entitled to be cast at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. A plurality of the votes
cast at the Annual Meeting is required for the election of
directors. Abstentions and instances where nominee recordholders,
such as brokers, are prohibited from exercising discretionary authority for
beneficial owners of shares of Common Stock who have not returned a proxy
(“broker non-votes”) will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions are
counted as present in the tabulation of votes on each of the proposals presented
to shareholders. Broker non-votes are not counted for the purpose of
determining whether a particular proposal has been approved; however, since
voting for directors is considered routine, there will not be any broker
non-votes with respect to such proposal.
Any
person giving a proxy in the form accompanying this proxy statement has the
power to revoke it at any time before its exercise. The proxy may be revoked by
filing with us a written notice of revocation or a fully executed proxy bearing
a later date. The proxy may also be revoked by affirmatively electing to vote in
person while in attendance at the meeting. However, a shareholder who
attends the meeting need not revoke a proxy given and vote in person unless the
shareholder wishes to do so. Written revocations or amended proxies should be
sent to us at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York
11530, Attention: Corporate Secretary.
The proxy
is being solicited by our Board of Directors. We will bear the cost
of the solicitation of proxies, including the charges and expenses of brokerage
firms and other custodians, nominees and fiduciaries for forwarding proxy
materials to beneficial owners of our shares. Solicitations will be made
primarily by mail, but certain of our directors, officers or employees may
solicit proxies in person or by telephone, telecopier or email without special
compensation.
A list of
shareholders entitled to vote at the meeting will be available for examination
at the meeting at the request at or prior to the meeting by any
shareholder. To contact us, shareholders should call (516)
390-2100.
EXECUTIVE
COMPENSATION
Summary Compensation
Table
The
following table sets forth information concerning the total compensation awarded
to, earned by or paid to our Chief Executive Officer, and the other two most
highly compensated executives, other than our Chief Executive Officer, as of
December 31, 2007 (collectively, the “Named Executive Officers”) for services
rendered to us in all capacities:
|
Name
and Principal Position
|
Year
|
Salary
(1)($)
|
Bonus
(2)($)
|
All
Other
Compensation
(3)($)
|
Total
($)
|
|
|
|
|
|
|
|
|
Christopher
G. Payan,
Chief
Executive Officer
|
2007
2006
|
$275,000
$275,000
|
-
-
|
$13,000
-
|
$288,000
$275,000
|
|
|
|
|
|
|
|
|
Neil
Glachman, President – Combine
|
2007
2006
|
$210,000
$88,000
|
$60,000
$21,000
|
-
-
|
$270,000
$109,000
|
|
|
|
|
|
|
|
|
Samuel
Z. Herskowitz,
Chief
Marketing Officer
|
2007
2006
|
$190,000
$190,000
|
-
-
|
$10,000
$10,000
|
$200,000
$200,000
|
|
(1)
(2)
|
Represents
annual salary paid to the executive.
Represents
bonuses paid to Mr. Glachman based on Combine Buying Group’s earnings
before interest, taxes, depreciation and amortization for the year ended
December 31, 2007 and the period August 1, 2006 through December 31, 2006,
respectively.
|
|
(3)
|
Represents
car allowance payments and medical and dental reimbursements.
|
EMPLOYMENT
AGREEMENTS
In
connection with the acquisition of Combine Optical Management Corporation
(“COMC”) in August of 2006, the Company entered into a five-year Employment
Agreement with Mr. Glachman that expires July 31, 2011. Mr. Glachman
is to receive an annual base salary of $210,000. Additionally, Mr.
Glachman is eligible to receive an annual bonus based upon certain financial
targets of Combine Buying Group, Inc. (“Combine”), but not to be less than
$50,000, receive a monthly car allowance, and receive certain other benefits
defined in the Employment Agreement.
On April
2, 2007, Mr. Payan entered into an Employment Agreement with the Company,
effective December 1, 2006, which provides for Mr. Payan to serve as Chief
Executive Officer for a term expiring on November 30, 2009, unless sooner
terminated pursuant to the provisions of the Employment
Agreement. Mr. Payan is to receive an annual base salary of
$275,000. Additionally, Mr. Payan will be eligible for an annual
bonus to be determined by the Company’s Board of Directors at the end of each
calendar year, receive employee benefits, receive a monthly car allowance, as
well as certain other benefits defined in the Employment Agreement.
GRANTS
OF PLAN-BASED AWARDS IN 2006
There
were no equity-based awards granted to the Named Executive Officers nor were any
non-equity awards granted with future payouts during 2007.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth information regarding exercisable and unexercisable
stock options held by each of the Named Executive Officers on December 31,
2007:
|
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
(#)
|
Option
Exercise
Price ($)
|
Option
Expiration Date
|
|
|
|
|
|
|
Christopher
G. Payan
|
7,208,220
50,000
|
0.14
0.26
|
12/29/2014
7/16/2011
|
|
|
|
|
|
|
Neil
Glachman (1)
|
3,515,625
|
0.15
|
9/28/2016
|
|
|
|
|
|
|
Samuel
Z. Herskowitz
|
1,841,180
37,500
20,000
10,000
|
0.14
0.33
6.31
3.25
|
12/29/2014
4/26/2011
12/14/2009
4/9/2009
|
|
(1)
|
Commencing
on September 29, 2010, and expiring September 28, 2016, 2,187,500 options
may be put back to the Company at a put price per share of
$0.32.
|
OPTIONS
EXERCISED AND STOCK VESTED
There
were no options exercised by or stock awards that vested for the Named Executive
Officers during 2007.
PENSION
BENEFITS
We do not
provide a pension plan for our employees.
DIRECTOR
COMPENSATION
Directors
who are not our employees or executive officers receive $20,000 per annum,
payable in equal, quarterly installments of $5,000, $1,500 for each in person
meeting, and no additional compensation for telephonic meetings or actions taken
by written consent in lieu of a meeting. In the event that multiple meetings are
held on the same day, directors will receive compensation for one meeting.
Further, all directors are reimbursed for certain expenses in connection with
their attendance at board and committee meetings.
Other
than with respect to the reimbursement of expenses, directors who are our
employees or executive officers will not receive additional compensation for
serving as a director.
The
following table represents the compensation provided by us to each of the
persons who served as a director during 2007, except for Christopher G. Payan,
our Chief Executive Officer, whose compensation is set forth in the Summary
Compensation Table. Mr. Payan did not receive any additional consideration for
his service on the Board of Directors:
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Option
Awards (2)
($)
|
Total
($)
|
|
Alan
Cohen, O.D.
|
$24,500
|
$9,116
|
$
33,616
|
|
Robert
Cohen, O.D.
|
$24,500
|
$9,116
|
$
33,616
|
|
Joel
L. Gold
|
$23,000
|
$9,116
|
$
32,116
|
|
Harvey
Ross
|
$24,500
|
$9,116
|
$
33,616
|
|
Seymour
G. Siegel (1)
|
$34,500
|
$9,116
|
$
43,616
|
|
(1)
|
Mr.
Siegel received an additional $10,000 during 2007 in consideration for
serving as Chairman of the Audit Committee.
|
|
(2)
|
The
amounts in this column reflect the compensation expenses recognized for
the year ended December 31, 2007 in connection with the 75,000 options
granted to each of the non-employee directors in June
2007.
|
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND, MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Common
Stock
The
following table sets forth information, as of April 4, 2008, regarding the
beneficial ownership of our Common Stock by: (i) each shareholder known by us to
be the beneficial owner of more than five percent of the outstanding shares of
our Common Stock; (ii) each of our directors; (iii) each of our Named Executive
Officers (as said term is defined under the caption “Executive Compensation”
above); and (iv) all of our directors and executive officers as a
group.
The
percentages in the “Percent of Class” column are calculated in accordance with
the rules of the Securities and Exchange Commission, under which a person may be
deemed to be the beneficial owner of shares if that person has or shares the
power to vote or dispose of those shares or has the right to acquire beneficial
ownership of those shares within 60 days (for example, through the exercise of
an option or warrant). Accordingly, the shares shown in the table as
beneficially owned by certain individuals may include shares owned by certain
members of their respective families. Because of these rules, more than one
person may be deemed to be the beneficial owner of the same shares. The
inclusion of the shares shown in the table is not necessarily an admission of
beneficial ownership of those shares by the person indicated. The address of
Horizons Investors Corp. is P.O. Box 221, Brooklyn, New York
11208. The address of Joel L. Gold is c/o Andrew Garrett, 425 Park
Avenue, 22nd Floor,
New York, New York 10022. The address of all other persons listed
below is 100 Quentin Roosevelt Boulevard, Garden City, New York
11530.
|
Name
of Beneficial Owner
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership
|
|
Percent
of Class
|
|
Dr.
Alan Cohen (a)
|
Common
Stock
|
7,848,590
|
(1)
|
6.2%
|
|
Dr.
Robert Cohen
|
Common
Stock
|
6,322,459
|
(2)
|
5.0%
|
|
Neil
Glachman (b)
|
Common
Stock
|
3,515,625
|
(3)
|
2.7%
|
|
Joel
L. Gold (a)
|
Common
Stock
|
446,500
|
(4)
|
*
|
|
Samuel
Z. Herskowitz (b)
|
Common
Stock
|
2,008,680
|
(5)
|
1.6%
|
|
Horizons
Investors Corp.
|
Common
Stock
|
50,526,543
|
(6)
|
40.3%
|
|
Christopher
G. Payan (a) (b)
|
Common
Stock
|
8,470,720
|
(7)
|
6.4%
|
|
Harvey
Ross (a)
|
Common
Stock
|
7,891,513
|
(8)
|
6.3%
|
|
Seymour
G. Siegel (a)
|
Common
Stock
|
300,000
|
(9)
|
*
|
|
All
current directors and executive officers as a group
|
Common
Stock
|
30,481,628
|
(10)
|
21.9%
|
______________________
|
* less
than 1%
|
|
(a) Director
|
|
(b) Executive
officer
|
|
(1)
|
Includes
(i) the right to acquire 350,000 shares of Common Stock upon the exercise
of presently exercisable, outstanding options, and (ii) 26,700 shares
owned by Dr. Cohen, as custodian for each of Erica and Nicole Cohen (Dr.
Cohen’s children, as to which Dr. Cohen disclaims beneficial ownership),
but excludes 16,840,528 shares, in the aggregate, held in trust for Dr.
Cohen’s minor children, Erica, Nicole, Jaclyn and Gabrielle, as
beneficiaries, in respect of which Dr. Cohen is not a trustee and has no
dispositive or investment authority, and as to which he disclaims
beneficial ownership.
|
|
(2)
|
Includes
the right to acquire 350,000 shares of Common Stock upon the exercise of
presently exercisable, outstanding options, but excludes 16,550,104
shares, in the aggregate, owned by Dr. Cohen’s adult children, Allyson,
Jeffrey and Stefanie, as to which Dr. Cohen has no dispositive or
investment authority and disclaims beneficial
ownership.
|
|
(3)
|
Includes
the right to acquire 3,515,625 shares of Common Stock upon the exercise of
presently exercisable, outstanding options. Additionally,
commencing on September 29, 2010, and expiring September 28, 2016,
2,187,500 options may be put back to the Company at a put price per share
of $0.32.
|
|
(4)
|
Includes
76,500 shares of Common Stock owned by Mr. Gold’s children and the right
to acquire 370,000 shares of Common Stock upon the exercise of presently
exercisable, outstanding options, but excludes an additional 5,000 shares
of Common Stock owned by Mr. Gold’s wife, as to which Mr. Gold disclaims
beneficial ownership.
|
|
(5)
|
Includes
the right to acquire 1,908,680 shares of Common Stock upon the exercise of
presently exercisable, outstanding options.
|
|
(6)
|
Includes
shares of Common Stock owned by Horizons Investors Corp., a New York
corporation principally owned by Benito R. Fernandez, a former director of
ours, and includes the right to acquire 100,000 shares of Common Stock
upon the exercise of presently exercisable, outstanding
options.
|
|
(7)
|
Includes
the right to acquire 7,258,220 shares of Common Stock upon the exercise of
presently exercisable, outstanding options.
|
|
(8)
|
Includes
the right to acquire 300,000 shares of Common Stock upon the exercise of
presently exercisable, outstanding options.
|
|
(9)
|
Represents
the right to acquire 300,000 shares of Common Stock upon the exercise of
presently exercisable, outstanding options.
|
|
(10)
|
Includes
(i) the right to acquire 14,002,525 shares of Common Stock upon the
exercise of presently exercisable, outstanding options and (ii) 26,700
shares owned by Dr. Cohen, as custodian for each of Erica and Nicole Cohen
(as to which Dr. Cohen disclaims beneficial ownership). In accordance with
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended,
the 14,002,525 shares of Common Stock for which our directors and
executive officers, as a group, hold currently exercisable options, have
been added to the total number of issued and outstanding shares of Common
Stock solely for the purpose of calculating the percentage of such total
number of issued and outstanding shares of Common Stock beneficially owned
by such directors and executive officers as a
group.
|
Senior
Convertible Preferred Stock
Set forth
below is the name, address, stock ownership and voting power of the sole owner
of the outstanding shares of our Senior Convertible Preferred
Stock:
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Approximate
Percent of Class
|
|
Rita
Folger
1257
East 24th
Street
Brooklyn,
New York 11210
|
0.74
(1)
|
100%
|
|
(1)
|
These
shares are convertible into an aggregate of 98,519 shares of Common Stock;
and the holder thereof will be entitled to cast that number of votes at
any meeting of shareholders.
|
Securities
Authorized for Issuance under Equity Compensation Plan
The
following table includes information regarding our equity compensation plan as
of December 31, 2007:
|
|
(A)
|
(B)
|
(C)
|
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options and
warrants
|
Weighted-average
exercise price of outstanding options and warrants
|
Number
of securities available for future issuance under equity compensation plan
(excludes securities reflected in column (A)
|
|
Authorized
by shareholders
|
20,567,907
|
$0.41
|
15,909,375
|
|
Not
authorized by shareholders
|
1,905,885
|
$0.17
|
-
|
|
|
|
|
|
|
|
|
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Cohen’s
Fashion Optical
Dr. Alan
Cohen is currently the Chairman of the Board of Directors of the Company, and,
along with certain of his family members, a significant shareholder of the
Company. Dr. Robert Cohen, along with certain family members, is also
a significant shareholder of the Company. Through February 2008, they
owned Cohen’s Fashion Optical, Inc. (“CF”). In February 2008, CF was
acquired by Houchens Industries. Dr. Robert Cohen remained as
President and Chief Executive Officer of CF. Dr. Alan Cohen is
currently a franchisee of CF operating 10 Cohen’s Fashion Optical retail
stores. As of December 31, 2007, CF had 108 franchised stores.
In addition, CF also licenses to retail optical stores the right to operate
under the name “Cohen’s Kids Optical” or “Ultimate Spectacle.” As of December
31, 2007, there was 2 Ultimate Spectacle store located in the State of New York;
and REAL, as of such date, operated 3 stores (under the name “Cohen’s Fashion
Optical”), all of which were located in New York State. CF and REAL stores are
similar to our retail optical stores. CF has been offering franchises since 1979
and currently has retail optical stores in the States of Connecticut, Florida,
New Hampshire, Massachusetts, New Jersey and New York, and has one store in
Puerto Rico. In the future, Cohen’s Fashion Optical, Cohen’s Kids Optical or
Ultimate Spectacle stores may be located in additional states. As of December
31, 2007, approximately 16 CF stores were located in the same shopping center or
mall as, or in close proximity to, certain of our retail optical stores. It is
possible that one or more additional Cohen’s Fashion Optical stores, Cohen’s
Kids Optical stores or Ultimate Spectacle stores may, in the future, be located
near one or more of our retail optical stores, thereby competing directly with
such of our stores. In addition, our stores and certain of CF’s
stores jointly participate, as providers, under certain third party benefit
plans that either we or CF obtained, and which arrangement is anticipated to
continue in the future.
On
December 31, 2002, we refinanced certain past due amounts, owed to CF, in an
effort to improve our current cash flow position. As a result, we signed a
5-year, $200,000 promissory note, in favor of CF, bearing interest at a rate of
10% per annum, and which was payable in equal monthly installments of principal
and interest. Such note was paid in full in February
2008.
On
January 31, 2007, the Company entered into a Software License Agreement with
Optical Business Solutions, Inc. (“OBS”), to provide software for the Company’s
new point-of-sale system. OBS is owned by CF. As of
December 31, 2007, there was $50,000 of prepaid expenses related to the purchase
of 50 user licenses for such software.
In the
ordinary course of business, primarily due to the fact that the entities
occupied office space in the same building, and in an effort to obtain savings
with respect to certain administrative costs, we and CF will at times share in
the costs of minor expenses. Management believes it has appropriately accounted
for these expenses.
General
Vision Services
General
Vision Services, LLC (“GVS”), a Delaware limited liability company located in
New York City, is beneficially owned, in principal part, by Drs. Robert and Alan
Cohen and certain members of their respective immediate families (collectively,
the “Cohen Family”). In October 2007, GVS entered into franchise
agreements with CF for all of its locations. As of December 31, 2007,
GVS operated approximately 20 retail optical stores (including 3 mobile vans),
principally located in New Jersey and in the New York metropolitan area, which
stores are similar to retail optical stores that we operate and franchise. In
addition, GVS solicits and administers third party benefit programs similar to
those that we administer. It is possible that a GVS store, or another
retail optical store which provides third party benefit plans administered by
GVS, may now or in the future be located near one or more of our retail optical
stores and may be competing directly with such store.
Furthermore,
we, CF and GVS jointly participate in certain third party benefit plans, and
certain of our retail optical stores, CF’s stores and GVS’ stores participate as
providers under third party benefit plans that either we, CF and GVS obtained
and, in all likelihood, we, CF and GVS will continue to do so in the
future.
Vision
World
In
October 2003, Vision World, LLC (“Vision World”), a Delaware limited liability
company located in New York City and beneficially owned, in principal part, by
Drs. Robert and Alan Cohen and certain members of the Cohen Family, acquired
substantially all of the assets of Eyeglass Services Industries, Inc.’s third
party administration business. Vision World solicits and administers third party
benefit programs similar to those that we administer. It is possible
that a Vision World store, or another retail optical store which provides third
party benefit plans administered by Vision World, may now or in the future be
located near one or more of our retail optical stores and may be competing
directly with such store.
Jeffrey
Rubin
Mr.
Rubin, director of the Company as of April 7, 2008, is the son-in-law of Dr.
Robert Cohen. Between Mr. Rubin, his wife, and certain of his
businesses, the combined group has a small ownership percentage in the
Company.
Newtek
Business Services
Christopher
G. Payan, our Chief Executive Officer and a director, serves on the Board of
Directors of Newtek Business Services, Inc. (“NBSI”), a company that provides
various financial services to both small and mid-sized
businesses. Additionally, Jeffrey Rubin, a director of the Company as
of April 7, 2008, was formerly a director and the President of
NBSI. We utilize the bank and non-bank card processing services of
one of NBSI’s affiliated companies. For the years ended December 31, 2007 and
2006, we paid approximately $95,000 and $71,000, respectively, to such affiliate
for such services provided. We believe that the cost of such services were as
favorable to us as those which could have been obtained from an unrelated third
party.
Additionally,
we obtain third party administrative insurance services from one of NBSI’s
affiliated companies. The Company, however, pays the individual
insurance carriers for such insurance coverage and does not make any payments to
NBSI’s affiliated company.
Transactions
Among Us and the Cohen Family
On
December 31, 2003, we entered into agreements, with certain of the members of
the Cohen Family (collectively, the “Subject Shareholders”), pursuant to which
we and each of the Subject Shareholders agreed to, and effectuated, (a) the
rescission, ab initio,
of the exercise, by the Subject Shareholders, of 6,178,840 of the
over-subscription rights of the Subject Shareholders (and, accordingly, of the
issuance, to such Subject Shareholders, of the units associated therewith)
granted to them during the 2003 shareholder rights offering (“Rights Offering”)
and (b) the rescission, surrender and cancellation of all of the remaining
warrants (15,784,572 in the aggregate) that were acquired by the Subject
Shareholders in the Rights Offering (collectively, the “Rescission
Transactions”). In connection with the Rescission Transactions, we agreed to
repay each Subject Shareholder the original subscription amount of $0.04
(previously paid by each Subject Shareholder) for each of the rescinded units
(together with interest at a rate of 6% per annum from the date of the original
acquisition thereof), which, in the aggregate for all of the Subject
Shareholders, totaled $247,154. In October 2007, the Company repaid
such amounts together with all accrued interest then due.
Recognizing
that the Subject Shareholders suffered certain damages in connection with the
Rescission Transactions, on December 31, 2003, (i) we and the Shareholders
entered into settlement agreements with each of the Subject Shareholders,
pursuant to which the Subject Shareholders released any and all claims that they
may have had against us as a result of the consummation of the Rescission
Transactions, and (ii) we, in consideration for such releases, granted to the
Subject Shareholders, in the aggregate, new warrants to purchase 28,142,252
shares of our Common Stock. The exercise prices of the new warrants
issued to each of the Subject Shareholders ranged from $0.0465 to $0.0489. These
exercise prices were calculated with the intention of allowing the Subject
Shareholders to purchase our equity on substantially the same economic terms
that they would have been originally entitled pursuant to the Rights Offering,
but for the Rescission Transactions. The new warrants became exercisable on
April 15, 2006 and were all exercised in October 2007.
Transactions
Among Us and Neil Glachman
In
connection with the acquisition of COMC, a company owned by Mr. Glachman, the
Company entered into a series of promissory notes with COMC. The
promissory notes amounted to $1,773,000 with $498,000 paid in October 2007;
$300,000 due on October 1, 2008; $250,000 due on October 1, 2009; $225,000 due
on October 1, 2010; and $500,000 (with interest at 7% per annum) payable in
sixty, equal monthly installments of $9,900.60, which commenced on October 1,
2006. For the years ended December 31, 2007 and 2006, there was
approximately $140,000 and $9,000, respectively, of interest
expense. As of December 31, 2007 and 2006, there was $1,165,000 and
$1,752,000, respectively, of related party payables remaining due under the
terms of such promissory notes.
During
2007 and 2006, Combine members purchased contact lenses from Visus Formed
Optics, a contact lens manufacturer that is partially owned by Mr.
Glachman. For the years ended December 31, 2007 and 2006, the total
cost of such contact lenses was approximately $69,000 and $32,000,
respectively. The Company believes that said costs were as favorable
to Combine as those which could have been obtained from an unrelated third
party.
Insider
Transactions
In
accordance with the Company’s Code of Ethics and Conduct, full disclosure of all
facts and circumstances in any proposed transactions that involve, on the one
hand, the Company, and, on the other hand, any officer, director or other
related party of this Company, are required to be disclosed, in advance, to the
Company’s Audit Committee. As set forth in the Audit Committee
Charter, the Audit Committee, which consists of entirely independent members of
the Board, is then charged with the responsibility of evaluating the facts and
circumstances of any such proposed related party transaction. Only
upon the prior approval of the Audit Committee will any such related party
transaction be permitted to proceed. Related party transactions with
the Company are reviewed on a case by case basis.
PROPOSAL
1: ELECTION OF DIRECTORS
The
number of directors constituting the entire Board is currently six (6). Our
directors are divided into two classes, designated as Class I and Class II,
respectively, with each class having a term of two years. During 2008, the term
of the Class II Directors expires. Management proposes that Messrs. Joel Gold,
Christopher G. Payan and Jeffrey Rubin, whose terms of office expire in 2008, be
re-elected as Class II Directors, to serve for terms to expire at the 2010
Annual Meeting of Shareholders, in each case, until his successor is elected and
qualified, or until his earlier resignation, removal or death. Unless otherwise
indicated, the enclosed proxy will be voted FOR the election of such
nominees. Should any of these nominees become unable to serve for any reason or
will not serve, which is not anticipated, the Board of Directors may designate
substitute nominees, in which event the persons named in the enclosed proxy will
vote for the election of such substitute nominee or nominees. The Board of Directors Recommends
that Shareholders Vote FOR the Foregoing Nominees.
Information
as to Directors and Nominees for Directors
The
following table sets forth the position and offices presently held with us by
each nominee for Class II Director and each Class I Director currently in office
and whose term continues, his age as of April 4, 2008, and, the year each became
one of our directors.
|
Name
|
Age
|
Positions
and Offices Held
|
Year
Became Director
|
|
Nominees
to serve in Office Until 2010 Annual Meeting of Shareholders (Class II
Directors):
|
|
|
|
|
Joel
L. Gold
|
66
|
Director
|
1995
|
|
Christopher
G. Payan
|
33
|
Chief
Executive Officer and Director
|
2004
|
|
Jeffrey
Rubin
|
41
|
Director
|
2008
|
|
Directors
to Continue in Office Until 2009 Annual Meeting of Shareholders (Class I
Directors):
|
|
|
|
|
Dr. Alan
Cohen
|
56
|
Chairman
of the Board
|
1992
|
|
Harvey
Ross
|
68
|
Director
|
2004
|
|
Seymour
G. Siegel
|
65
|
Director
|
2004
|
Dr. Alan Cohen has served as
one of our directors since our inception; and, as of May 31, 2002, became our
Chairman of the Board of Directors. He also served as our Chief
Operating Officer from 1992 until October 1995, when he became Vice Chairman of
the Board of Directors, and as our President, Chief Executive Officer and Chief
Operating Officer from October 1998 through April 17, 2000, when he became
President of our retail optical store division, which position Dr. Cohen
resigned from on January 9, 2001. Dr. Cohen, together with his
brother, Dr. Robert Cohen, is the owner of Meadows Management, LLC (“Meadows”),
which, until April 9, 2000, rendered consulting services to us. From
1974 to the present, Dr. Alan Cohen has been engaged in the retail and
wholesale optical business. For more than 10 years, Dr. Cohen
has also been a director, principal shareholder and officer of CF and its
affiliate REAL, which currently maintain their principal offices in Garden City,
New York. Since January 15, 2001, Dr. Cohen has served as President
of GVS, and, since October 2003, has served as an officer of Vision World, each
of which currently maintains its principal offices in New York
City. Dr. Cohen and his brother, Dr. Robert Cohen, are also
shareholders of CF and members of GVS and Vision World. CF and GVS
each engage in, among other things, the operation (and, in the case of CF,
franchising) of retail optical stores similar to those that we operate and
franchise. GVS and Vision World also administer third party benefit
programs similar to those that we administer. Dr. Cohen is also an
officer and a director of several privately held management and real estate
companies and other businesses. Dr. Cohen graduated from the
Pennsylvania School of Optometry in 1972, where he received a Doctor of
Optometry degree.
Joel L. Gold has served as one
of our directors since December 1995. He is currently Head of
Investment Banking at Andrew Garrett Inc. (“AGI”), an investment-banking firm
located in New York City. Mr. Gold has been with AGI since October
2004. From January 2000 until September 2004, he served as Executive
Vice President of Investment Banking of Berry Shino Securities, Inc., an
investment-banking firm also located in New York City. From January
1999 until December 1999, he was an Executive Vice President of Solid Capital
Markets, an investment-banking firm also located in New York
City. From September 1997 to January 1999, he served as a Senior
Managing Director of Interbank Capital Group, LLC, an investment banking firm
also located in New York City. From April 1996 to September 1997, Mr.
Gold was an Executive Vice President of LT Lawrence & Co., and from March
1995 to April 1996, a Managing Director of Fechtor Detwiler & Co., Inc., a
representative of the underwriters for our initial public
offering. Mr. Gold was a Managing Director of Furman Selz
Incorporated from January 1992 until March 1995. From April 1990
until January 1992, Mr. Gold was a Managing Director of Bear Stearns and Co.,
Inc. (“Bear Stearns”). For approximately 20 years before he became
affiliated with Bear Stearns, he held various positions with Drexel Burnham
Lambert, Inc. He is currently a director, and serves on the Audit and
Compensation Committees, of Geneva Financial Corp., a publicly held specialty,
consumer finance company.
Christopher G. Payan joined us
as our Vice President of Finance in July 2001. In October 2001, he
was appointed as our Senior Vice President, Chief Financial Officer, Secretary
and Treasurer; and, on April 29, 2002, was appointed as one of our Chief
Operating Officers. On March 24, 2004, Mr. Payan was appointed to our
Board of Directors and resigned as our Treasurer. On June 7, 2004,
Mr. Payan was appointed Chief Executive Officer and resigned from all of his
other offices. From March 1995 through July 2001, Mr. Payan was
employed by Arthur Andersen LLP, at the time, one of the world’s largest
professional services firms, where he provided various audit, accounting,
operational consulting and advisory services to various small and mid-sized
private and public companies in various industries. Mr. Payan also
serves on the boards of directors of Hauppauge Digital, Inc. and NBSI, both
public companies, and is also an officer and director of several privately held
management and real estate companies and other businesses. Mr. Payan
is a certified public accountant.
Harvey Ross has served as one
of our directors since July 2004. Mr. Ross was Chairman and Chief
Executive Officer of Viva International Group (“Viva”) until February 2005 and
has in excess of thirty-five years of experience in the optical
industry. Mr. Ross currently serves as a consultant to High Mark, the
company that acquired Viva in February 2005. From 1974 through 1977, Mr. Ross
served as President of Jan Optical, a retail distributor of optical frames. In
1978, Mr. Ross founded Viva, a company he grew into one of the world’s largest
and most successful manufacturers and distributors of fashion eyewear in the
United States and abroad, including offices in Australia, Brazil, Canada,
France, Germany, Hong Kong, Italy, Japan, Mexico, Spain and the United Kingdom.
Viva’s distribution of designer eyewear to more than 50 countries around the
world, and throughout the U.S., include such brands as Guess, Tommy Hilfiger,
Gant, Candies, Ellen Tracy, Harley Davidson, Bongo, Marc Ecko Scopes, Catherine
Deneuve, Viva and Savvy. From 1989 through 2003, Mr. Ross also served as a
director of several corporations, including, from 1989 through 2003, Ashton
Imports, a leading distributor of luxury eyewear. From 1994 through 2003, Mr.
Ross served as a director of Vision Council of America, a national association
for vision care and education formed to assist frame and lens manufacturers and
distributors. Mr. Ross also serves as an officer and director of several real
estate investment companies.
Seymour G. Siegel has served
as one of our directors since July 2004. Mr. Siegel is a certified
public accountant and a principal in the Business Consulting Group of Rothstein,
Kass & Company, P.C., an accounting and consulting firm. From 1974 to 1990
he was managing partner and founder of Siegel Rich and Co., P.C., CPAs, which
merged into Weiser & Co., LLP where he was a senior partner. He formed
Siegel Rich Inc. in 1994, which in April 2000, became a division of Rothstein,
Kass & Company, P.C. Mr. Siegel has been a director, trustee and officer of
numerous businesses, philanthropic and civic organizations. He has served as a
director and member of the Audit Committees of Barpoint.com, Oak Hall Capital
Fund, Prime Motor Inns Limited Partnership and Noise Cancellation Technologies,
all public companies. Mr. Siegel currently serves as a director and Chairman of
the Audit Committee of Hauppauge Digital, Inc., Air Industries Group, Inc., and
is Chairman of the Audit Committee and a member of the Compensation Committee of
Global Aircraft Solutions, Inc.
Jeffrey Rubin joined our Board
on April 7, 2008. Mr. Rubin is currently a Managing Member of
Realstar Realty, LLC, and Owner and President of Autoskill Inc. and the JR
Group. Mr. Rubin is also a Member of the Board of Trustees of BRT
Realty Trust. Formerly, Mr. Rubin served as President and as a
Director of Newtek Business Services, Inc. Prior to 1998, Mr. Rubin
served as an Executive and Board Member of Optical Dynamics Corporation and was
a Vice President at American European Corporation.
Executive
Officers of the Company
The
following table sets forth the names and ages, as of April 4, 2008, of all of
our executive officers, their positions and offices with us and the period
during which each has served.
|
Name
|
Age
|
Offices
and Positions Held
|
|
Christopher
G. Payan
|
33
|
Chief
Executive Officer, Director
|
|
Brian
P. Alessi
|
32
|
Chief
Financial Officer
|
|
Samuel
Z. Herskowitz
|
38
|
Chief
Marketing Officer
|
|
Neil
Glachman
|
55
|
President
– Combine Buying Group, Inc.
|
|
Dr.
Nicholas Shashati
|
48
|
President
– VisionCare of California, Inc.
|
Christopher G.
Payan - certain
information relating to Mr. Payan’s business experience is set forth elsewhere
in this proxy statement under “Proposal 1: Election of Directors.”
Brian P.
Alessi – joined
the Company in October 2001 and has served as the Company’s Chief Financial
Officer since June 7, 2004 and the Company’s Treasurer since March 24,
2004. From February 2002 through June 6, 2004, Mr. Alessi served as
the Company’s Controller.
Samuel Z.
Herskowitz – joined the Company in January 1996 and has served as the
Company’s Chief Marketing Officer since April 29, 2002. Mr.
Herskowitz also served as one of the Company’s Chief Operating Officers from
April 29, 2002 through December 6, 2005.
Neil Glachman
– joined the Company in August 2006 and has served as the President of
Combine Buying Group, Inc. since August 1, 2006.
Dr. Nicholas
Shashati – joined the Company in July 1992 and has served as the
President of VisionCare of California, Inc. since March 1, 1998.
Board
Committees
The Audit
Committee of the Board of Directors is responsible for (i) recommending
independent accountants to the Board, (ii) reviewing our financial statements
with management and the independent accountants, (iii) making an appraisal of
our audit effort and the effectiveness of our financial policies and practices
and (iv) consulting with management and our independent accountants with regard
to the adequacy of internal accounting controls. The members of the Audit
Committee currently are Messrs. Gold, Ross and Siegel. Our Board of
Directors has determined that it has an “audit committee financial expert” as
defined by Item 401(h) of Regulation S-K as promulgated by the Securities
Exchange Commission. Our audit committee financial expert is Seymour G. Siegel.
The directors who serve on the Audit Committee are “independent” directors based
on the definition of independence in the listing standards of the National
Association of Securities Dealers. Our Board of Directors has adopted a written
charter for the Audit Committee which is available on our website at www.emergingvision.com.
The
Compensation Committee of the Board of Directors is responsible for, among other
things, (i) determining the Chief Executive Officer’s compensation, (ii) making
recommendations to the Board of Directors with respect to non-Chief Executive
Officer compensation, incentive-compensation plans and equity based plans (and
overseeing the activities of those responsible for administering such plans),
(iii) approving any new equity compensation plan (or any material change to an
existing plan) where shareholder approval has not been obtained and which is to
be submitted for adoption by the shareholders and (iv) making recommendations to
the Board of Directors with respect to severance or similar termination payments
proposed to be made to senior management. The members of the Compensation
Committee currently are Messrs. Gold, Ross and Siegel. The
directors who serve on the Compensation Committee are “independent” directors
based on the definition of independence in the listing standards of the National
Association of Securities Dealers. Our Board of Directors has adopted
a written charter for the Compensation Committee which is available on our
website at www.emergingvision.com.
The
purpose of the Nominating Committee of the Board of Directors is to (i) identify
individuals qualified to become Board members and to select, or to recommend
that the Board of Directors select, the director nominees for the next annual
meeting of shareholders, and (ii) oversee the selection and composition of the
Board of Directors and, as applicable, oversee the management continuity
planning processes. The members of the Nominating Committee currently are
Messrs. Gold, Ross and Siegel. The directors who serve on the Nominating
Committee are “independent” directors based on the definition of independence in
the listing standards of the National Association of Securities Dealers. The
Nominating Committee has a written charter which is available on our website at
www.emergingvision.com.
The Nominating Committee will consider qualified director candidates recommended
by shareholders if such recommendations for director are submitted in writing to
our Secretary, c/o Emerging Vision, Inc., 100 Quentin Roosevelt Boulevard, Suite
508, Garden City, New York 11530, provided that such recommendations have been
made in accordance with our Amended and Restated By-Laws.
At this
time, no additional specific procedures to propose a candidate for consideration
by the Nominating Committee, nor any minimum criteria for consideration of a
proposed nomination to the Board, have been adopted.
The
Executive Committee of the Board of Directors, whose members are currently
Messrs. Payan and Gold and Dr. Cohen, is generally authorized to
exercise the powers of the Board to the fullest extent permitted by applicable
law.
Meetings
The Board
held 4 meetings during the year ended December 31, 2007. The Board also acted on
5 occasions during the year ended December 31, 2007 by unanimous written consent
in lieu of a meeting. The Audit Committee met 4 times during the fiscal year
ended December 31, 2007. The Compensation Committee did not meet
during the fiscal year ended December 31, 2007. The Nominating
Committee met 1 time during the fiscal year ended December 31,
2007. The Executive Committee met 1 time during the
fiscal year ended December 31, 2007. No director attended fewer than
75 percent of the aggregate of (i) the total number of meetings held by the
Board during the fiscal year ended December 31, 2007 and (ii) the total number
of meetings held by all of the committees of the Board on which he served during
the fiscal year ended December 31, 2007.
Term
of Office
Each (i)
Class I Director will hold office until the 2009 annual meeting of shareholders
or until his or her successor is elected and qualified or until his/her earlier
resignation, removal or death, and (ii) Class II Director will hold office until
the 2010 annual meeting of shareholders or until his or her successor is elected
and qualified or until his/her earlier resignation, removal or death. Each
executive officer will hold office until the next regular meeting of the Board
of Directors following the next annual meeting of shareholders or until his or
her successor is elected or appointed and qualified.
Director
Independence
The Board
of Directors, based upon the listing standards of the National Association of
Securities Dealers and after considering all of the relevant facts and
circumstances, has affirmatively determined that our current “independent”
directors are: Joel Gold, Harvey Ross and Seymour G. Siegel. Our independent
directors intend to hold annually at least two (2) formal meetings independent
from management and the non-independent members of the Board. The independent
directors will choose a director to preside at such sessions of the independent
members of the Board of Directors.
Directors’
Attendance at Annual Meetings of Shareholders
We do not
have a formal policy regarding director attendance at our annual meeting of
shareholders. Christopher G. Payan was the sole member of the Board
of Directors in attendance at last year’s annual meeting of
shareholders.
Communication
with the Board of Directors
Any
shareholder or interested party who wishes to communicate with the Board of
Directors, or specific individual directors, may do so by directing a written
request addressed to such directors or director in care of the Chairman of the
Audit Committee, Emerging Vision, Inc, 100 Quentin Roosevelt Boulevard, Suite
508, Garden City, New York 11530. Communication(s) directed to members of the
Board of Directors who are not non-management directors will be relayed to the
intended Board member(s) except to the extent that it is deemed unnecessary or
inappropriate to do so pursuant to the procedures established by a majority of
the independent directors. Communications directed to non-management directors
will be relayed to the intended Board member(s) except to the extent that doing
so would be contrary to the instructions of the non-management directors. Any
communication so withheld will nevertheless be made available to any
non-management director who wishes to review it.
Audit
Committee Report
In
overseeing the preparation of our financial statements as of December 31, 2007
and for the year ended December 31, 2007, the Audit Committee met with our
management to review and discuss the financial statements. The Audit
Committee has discussed with Miller, Ellen & Company, LLP, our independent
auditors, the matters required to be discussed pursuant to Statement of Auditing Standards
(SAS) No. 61, as amended (AICPA,
Professional Standards, Vol. 1 AU section 380) (Communication With Audit
Committees).
The Audit
Committee also discussed with Miller, Ellin & Company, LLP matters relating
to its independence and the written disclosures and the letter to the Audit
Committee as required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit
Committees).
On the
basis of these reviews and discussions, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for
filing with the Securities Exchange Commission.
Audit
Committee
Joel L.
Gold
Harvey
Ross
Seymour
G. Siegel
The
foregoing Audit Committee Report shall not be deemed to be incorporated by
reference into any of our previous or future filings with the SEC, except as
otherwise explicitly specified by us in any such filing.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16 of the Securities Exchange Act of 1934, as amended (“Section 16”), requires
that reports of beneficial ownership of capital stock and changes in such
ownership be filed with the SEC by Section 16 “reporting persons”, including
directors, certain officers, holders of more than 10% of a registered class of
our equity securities and certain trusts of which reporting persons are
trustees. We are required to disclose in this proxy statement each reporting
person whom we know to have failed to file any required reports under Section 16
on a timely basis during the fiscal year ended December 31, 2007.
To our
knowledge, based solely on a review of copies of Forms 3 and 4, and amendments
thereto, furnished to us, and written representations that no Forms 5 and
amendments thereto were required, we believe that, during the year ended
December 31, 2007, all Section 16(a) filing requirements applicable to our
executive officers, directors and greater than ten percent beneficial owners
were complied with.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
Miller,
Ellin & Company, LLP was named as our independent registered public
accountants effective August 7, 2002 and was selected as our independent
registered public accountants with respect to the fiscal year ended December 31,
2007. We have not yet selected our auditors for the current fiscal year. Our
Audit Committee will review Miller, Ellin & Company’s proposal with respect
to the audit prior to making a determination regarding the
engagement.
A
representative of Miller, Ellin & Company, LLP is expected to be present at
the meeting with the opportunity to make a statement if he desires to do so, and
shall be available to respond to appropriate questions.
The
following is a summary of the fees billed to us by Miller, Ellin & Company
LLP, our independent auditors, for professional services rendered for the years
ended December 31, 2007 and 2006:
|
Fee
Category
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$ |
169,000 |
|
|
$ |
156,000 |
|
|
Audit-related
fees
|
|
|
- |
|
|
|
- |
|
|
Tax
fees (2)
|
|
|
- |
|
|
|
- |
|
|
All
other fees
|
|
|
19,222 |
|
|
|
2,765 |
|
|
Total fees
|
|
$ |
188,222 |
|
|
$ |
158,765 |
|
|
(1)
|
Audit
fees consist of aggregate fees billed for professional services rendered
for the audit of our annual financial statements and review of the interim
financial statements included in quarterly reports or services that are
normally provided by the independent auditors in connection with statutory
and regulatory filings or engagements for the years ended December 31,
2007 and 2006.
|
|
(2)
|
We
use a different accounting firm to prepare our consolidated federal and
state tax returns in connection with IRS regulations. For the years ended
December 31, 2007 and 2006, the fees billed to us for such services were
$34,500 and $31,500, respectively.
|
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditor
The Audit
Committee is responsible for the appointment, compensation and oversight of the
work of the independent auditors and approves in advance any services to be
performed by the independent auditors, whether audit-related or not. The Audit
Committee reviews each proposed engagement to determine whether the provision of
services is compatible with maintaining the independence of the independent
auditors. All of the fees shown above were pre-approved by the Audit
Committee.
SHAREHOLDER
PROPOSALS
If any
shareholder of ours intends to present a proposal for consideration at the 2009
annual shareholder meeting and desires to have such proposal included in the
2009 proxy statement and proxy card distributed by the Board with respect to
such meeting, such proposal must have been received at our principal executive
offices by December 25, 2008. Upon receipt of a proposal, we will determine
whether or not to include the proposal in our 2009 proxy statement in accordance
with applicable law.
The
following requirements with respect to shareholder proposals and shareholder
nominees to the Board of Directors are included in our Amended and Restated
By-Laws.
Shareholder
Proposals
For a
proposal to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof to our
Secretary. To be timely, such proposals must be received by our
Secretary at our principal executive offices on a date which is not less than 50
days nor more than 75 days prior to the annual meeting; provided, however, if
during the prior year we did not hold an annual meeting, or if the date of the
meeting for which a shareholder intends to submit a proposal has changed more
than 30 days from the date of the meeting in the prior year, then such notice
must be received a reasonable time before we mail the proxy statement for the
current year.
A
shareholder’s notice must set forth as to each matter the shareholder proposes
to bring before the annual meeting certain information regarding the proposal,
including (a) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at such meeting; (b)
the name and address of such shareholder proposing such business; (c) the class
and number of our shares which are beneficially owned by such shareholder; and
(d) any material interest of such shareholder in such business. No business
proposed by a shareholder shall be conducted at an annual meeting except in
accordance with these procedures. These requirements are separate from and in
addition to the requirements a shareholder must meet to have a proposal included
in our proxy statement.
Shareholder
Nominees
In order
for persons nominated to the Board of Directors, other than those persons
nominated by or at the direction of the Board of Directors, to be qualified to
serve on the Board of Directors, such nomination must be made pursuant to timely
notice in writing to our Secretary. To be timely, a shareholder’s
notice must be received at our principal executive offices not less than 50 days
nor more than 75 days prior to the meeting; provided, however, if during the
prior year the corporation did not hold an annual meeting, or if the date of the
meeting for which a shareholder intends to submit a nomination for the election
of director(s) has changed more than 30 days from the date of the meeting in the
prior year, then such notice must be received a reasonable time before we mail
the proxy statement for the current year.
Nominations
by a shareholder shall be by written notice to our Secretary setting forth (a)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares or capital stock of ours which are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for the
election of directors pursuant to the Rules and Regulations of the Securities
Exchange of 1934, as amended; and (b) as to the shareholder giving the notice,
(i) the name and record address of the shareholder and (ii) the class and number
of shares of our capital stock which are beneficially owned by the
shareholder. We may require any proposed nominee to furnish other
information as we may reasonably request in order to determine the
eligibility of such proposed nominee to serve as a director. No person shall be
eligible for election as a director unless nominated in accordance with the
procedures set forth herein.
Any
notice given pursuant to the foregoing requirements must be sent to our
Secretary at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York
11530. The foregoing is only a
summary of the provisions of our Amended and Restated By-Laws that relate to
shareholder proposals and shareholder nominations for director. A complete copy
of the Amended and Restated By-Laws is available at our
offices.
OTHER
BUSINESS
While the
accompanying Notice of Annual Meeting of Shareholders provides for the
transaction of such other business as may properly come before the meeting, we
have no knowledge of any matters to be presented at the meeting other than that
listed as Proposal 1 and Proposal 2 in the notice. However, the enclosed proxy
gives discretionary authority in the event that any other matters should be
presented.
COPIES OF
OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH SECURITIES AND
EXCHANGE COMMISSION ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: 100
QUENTIN ROOSEVELT BOULEVARD, SUITE 508, GARDEN CITY, NEW YORK 11530, ATTENTION:
CORPORATE SECRETARY.
|
By
Order of the Board of Directors
/s/ Christopher G.
Payan
Christopher
G. Payan
Chief
Executive Officer
|
Garden
City, New York
April 29,
2008
PROXY
This
Proxy Is Solicited On Behalf Of The Board Of Directors Of
EMERGING
VISION, INC.
Annual
Meeting Of Shareholders: May 23, 2008
The
undersigned shareholder of Emerging Vision, Inc., a New York corporation (the
“Company”), hereby appoints Mr. Christopher G. Payan and Adam M.
Stahl, Esq., or either of them, voting singly in the absence of the others, as
his/her/its attorney(s) and proxy(ies), with full power of substitution and
revocation, to vote, as designated on the reverse side, all of the shares of the
Capital Stock of Emerging Vision, Inc. that the undersigned is entitled to vote
at the Annual Meeting of Shareholders of the Company to be held at the offices
of Certilman Balin Adler & Hyman, LLP, at 90 Merrick Avenue, East Meadow,
New York 11554, at 9:00 a.m. (local time), on May 23, 2008, or any adjournment,
adjournments, postponements or continuations thereof, in accordance with the
instructions on the reverse side hereof.
This
Proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this Proxy will
be voted “FOR” the reelection of each of the named nominees as directors. The
Proxies are authorized to vote as they may determine, in their discretion, upon
such other business as may properly come before the Meeting.
FOLD
AND DETACH HERE
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE __X __
1. Election
of Class II Directors (For a term expiring in 2010):
□ FOR
ALL NOMINEES
□ WITHHOLD
AUTHORITY FOR ALL NOMINEES
□ FOR
ALL EXCEPT
(See
instructions below)
NOMINEES:
Instruction: To withhold authority to vote for
any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the box next to
each nominee you wish to withhold.
|
2.
|
The
Proxies are authorized to vote as they may determine, in their discretion,
upon such other business as may properly come before the
Meeting.
|
Signature
of Shareholder________________________________
Date:____________________
Signature
of Shareholder________________________________
Date:____________________
Note: Please sign exactly as
name appears above. When shares are held jointly, each holder should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by duly
authorized officer, giving full title as such. If a partnership or limited
liability company, please sign in partnership or limited liability company name
by authorized person.
FOLD
AND DETACH HERE