form8k040109.htm
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 1, 2009
EMERGING VISION,
INC.
(Exact
name of Registrant as specified in its charter)
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New York
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001-14128
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11-3096941
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Quentin Roosevelt Boulevard
Garden City, New York
11530
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (516) 390-2100
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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement
Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On April
1, 2009, Emerging Vision, Inc. (the “Company”) entered into an agreement with
Manufacturers and Traders Trust Corporation (“M&T”) to amend the terms of
its Credit Agreement (the “Amendment”) to extend the revolving credit facility
(the “Credit Facility”), for an additional eight months to now expire on April
1, 2010, and to increase the monthly interest rate, effective April
1, 2009, to now calculate the variable rate at 300 basis points in excess of
LIBOR (previously 275 basis points in excess of LIBOR). All other
terms of the Credit Facility remained in place. Additionally, as of
December 31, 2008, the Company was not in compliance with one of the financial
covenants of the Credit Facility, however, on April 1, 2009, M&T granted the
Company a waiver and agreed that such covenant was now in compliance as of
December 31, 2008.
In order
to secure repayment of the aggregate borrowings made under the Credit Facility,
the Company reaffirmed its Security Agreements with M&T, pursuant to which
(i) the Company and certain of its wholly-owned subsidiaries granted M&T a
security interest in substantially all of their respective tangible and
intangible assets, and reaffirmed its subsidiary’s Guarantees, pursuant to which
such subsidiaries guaranteed the performance of the Company’s obligations to
M&T in respect of the Credit Facility.
As of
April 9, 2009, there was $4,806,854 outstanding under the Credit Facility,
$500,000 utilized as collateral under the terms of a Letter of Credit agreement,
and $693,146 available for future borrowings.
The
descriptions of the Amendment and the related documents are filed as Exhibits
10.1 through 10.5 hereto, and which are incorporated herein by this
reference.
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Item
9.01
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Financial Statements
and Exhibits.
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERGING
VISION, INC.
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Title:
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Chief
Financial Officer
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