UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Emerging Vision, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29089W102
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(CUSIP Number)
with a copy to:
Mr. Harvey Ross Allen B. Levithan, Esq.
180 South Street Lowenstein Sandler PC
Unit 101 65 Livingston Avenue
New Providence, New Jersey 07974 Roseland, New Jersey 07068
(908) 500-3876 (973) 597-2406
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 29089W102
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Harvey Ross
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power: 10,909,491*
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Shares Beneficially 8. Shared Voting Power: 0
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Owned by
Each Reporting 9. Sole Dispositive Power: 10,909,491*
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Person With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,909,491*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 8.4%*
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14. Type of Reporting Person (See Instructions): IN
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*Based on the information set forth in the Form 10-Q of Emerging Vision, Inc.
(the "Company") as filed with the Securities and Exchange Commission ("SEC") on
November 16, 2009, there were 129,157,103 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of November
13, 2009. As of December 23, 2009, Harvey Ross beneficially owns 10,909,491
Shares, or 8.4% of the Shares deemed issued and outstanding as of that date,
consisting of (i) 10,484,491 Shares and (ii) options (the "Options") to purchase
425,000 Shares, consisting of (a) options to purchase 75,000 Shares at an
exercise price of $0.15 per Share, (b) options to purchase 150,000 Shares at an
exercise price of $0.12 per Share, (c) options to purchase 75,000 Shares at an
exercise price of $0.47 per Share, and (d) options to purchase 125,000 Shares at
an exercise price of $0.21 per Share. All of the Options are fully vested and
currently exercisable. On August 21, 2007 (the "Trigger Date"), Mr. Ross
effected a transaction whereby he acquired beneficial ownership of greater than
5% of the Shares issued and outstanding as of that date. This Schedule 13D is
being filed to report Mr. Ross's beneficial holdings as of December 23, 2009, as
well as to report all transactions effected by Mr. Ross in Shares, or securities
convertible into, exercisable for or exchangeable for Shares, during the sixty
days on or prior to the Trigger Date and from the Trigger Date through December
23, 2009. All such transactions were reported on Form 4s previously filed with
the SEC.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.01 per share (the "Shares"), of Emerging Vision,
Inc., a New York corporation (the "Company"). The principal executive offices of
the Company are located at 100 Quentin Roosevelt Boulevard, Garden City, New
York 11530.
Item 2. Identity and Background.
-----------------------
The person filing this statement is Harvey Ross, whose business
address is 180 South Street, Unit 101, New Providence, New Jersey 07974. Mr.
Ross has served as a director of the Company since July 2004. Mr. Ross was
Chairman and Chief Executive Officer of Viva International Group (located at
3140 Route 22 West, Somerville, New Jersey 08876) until February 2005 and has in
excess of thirty-five years of experience in the optical industry. In October
2007, Mr. Ross purchased a majority interest in, and currently serves as
Chairman of, GruenRoss Optika, Inc. (located at 2382 Broadway, New York, New
York 10024), an upscale retail optical company.
Mr. Ross has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Ross is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
As of December 23, 2009, Mr. Ross owns 10,909,491 Shares, or 8.4% of
the Shares deemed issued and outstanding as of that date, consisting of (i)
10,484,491 Shares and (ii) options (the "Options") to purchase 425,000 Shares,
consisting of (a) options to purchase 75,000 Shares at an exercise price of
$0.15 per Share, (b) options to purchase 150,000 Shares at an exercise price of
$0.12 per Share, (c) options to purchase 75,000 Shares at an exercise price of
$0.47 per Share, and (d) options to purchase 125,000 Shares at an exercise price
of $0.21 per Share. The amount required by Mr. Ross to purchase the Shares was
$2,370,503.81, including commissions. The Shares were purchased by Mr. Roth
using his personal funds. The Options were acquired by Mr. Ross pursuant to the
Company's 1995 Stock Incentive Plan for no consideration.
Item 4. Purpose of Transaction.
-----------------------
The acquisition of the Shares referred to herein was for investment
purposes. Mr. Ross intends to exchange views concerning the Company's strategic
direction with other shareholders and possibly with the Company's management and
the Board of Directors. Depending upon his view of the prevailing price of the
Company's Shares and general market conditions, as well as the prospects for the
Company, Mr. Ross may purchase additional Shares or dispose of Shares at any
time and from time to time.
Mr. Ross resigned as a director of the Company on January 12, 2010.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based on the information set forth in the Form 10-Q of the Company as
filed with the Securities and Exchange Commission ("SEC") on November 16, 2009,
there were 129,157,103 Shares issued and outstanding as of November 13, 2009. As
of December 23, 2009, Mr. Ross owns 10,909,491 Shares, or 8.4% of the Shares
deemed issued and outstanding as of that date, consisting of (i) 10,484,491
Shares and (ii) Options to purchase 425,000 Shares. All of the Options are fully
vested and currently exercisable. Mr. Ross has the sole power to vote and the
sole power to dispose of the Shares and the Options.
On August 21, 2007 (the "Trigger Date"), Mr. Ross effected a
transaction whereby he acquired beneficial ownership of greater than 5% of the
Shares issued and outstanding as of that date. Attached hereto as Schedule I is
a list of all the transactions in Shares effected by Mr. Ross during the sixty
days on or prior to the Trigger Date and from the Trigger Date through December
23, 2009. All such transactions were reported on Form 4s previously filed with
the SEC.
Other than the transactions described in this Schedule 13D, during the
sixty days on or prior to the Trigger Date and from the Trigger Date through
December 23, 2009, there were no transactions in Shares, or securities
convertible into, exercisable for or exchangeable for Shares, effected by Mr.
Ross.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
between Mr. Ross and any other person required to be described in Item 6 of
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 12, 2010
/s/ Harvey Ross
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Harvey Ross
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
SCHEDULE I
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Purchases
Date of Number of Price per Type of
Transaction Shares Share Transaction
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8/9/07 10,000 $0.24 Open Market Purchase
8/17/07 4,910 $0.25 Open Market Purchase
8/20/07 95,090 $0.25 Open Market Purchase
8/21/07 136,340 $0.25 Open Market Purchase
8/27/07 18,800 $0.22 Open Market Purchase
8/27/07 13,660 $0.25 Open Market Purchase
10/1/07 595,129 $0.34 Private Purchase
10/1/07 331,882 $0.34 Private Purchase
10/1/07 580,927 $0.34 Private Purchase
10/1/07 388,559 $0.34 Private Purchase
10/1/07 769,367 $0.34 Private Purchase
10/1/07 329,007 $0.34 Private Purchase
10/1/07 329,007 $0.34 Private Purchase
10/1/07 338,061 $0.34 Private Purchase
10/1/07 338,061 $0.34 Private Purchase
10/18/07 600 $0.25 Open Market Purchase
11/16/07 33,000 $0.25 Open Market Purchase
11/20/07 65,200 $0.23 Open Market Purchase
11/20/07 1,800 $0.22 Open Market Purchase
11/21/07 25,500 $0.22 Open Market Purchase
11/27/07 74,500 $0.22 Open Market Purchase
11/28/07 100,000 $0.13 Open Market Purchase
11/28/07 100,000 $0.15 Open Market Purchase
12/11/07 8,000 $0.20 Open Market Purchase
12/13/07 7,000 $0.20 Open Market Purchase
12/14/07 85,000 $0.20 Open Market Purchase
2/17/07 63,020 $0.20 Open Market Purchase
12/18/07 1,000 $0.20 Open Market Purchase
12/19/07 15,000 $0.20 Open Market Purchase
12/21/07 30,000 $0.20 Open Market Purchase
12/26/07 2,500 $0.20 Open Market Purchase
12/28/07 2,000 $0.20 Open Market Purchase
12/20/07 200 $0.20 Open Market Purchase
1/4/08 5,000 $0.20 Open Market Purchase
1/7/08 9,500 $0.20 Open Market Purchase
1/10/08 1,770 $0.20 Open Market Purchase
1/17/08 7,710 $0.20 Open Market Purchase
1/18/08 5,000 $0.20 Open Market Purchase
1/22/08 10,000 $0.20 Open Market Purchase
1/28/08 45,000 $0.20 Open Market Purchase
2/4/08 18,500 $0.20 Open Market Purchase
2/8/08 19,000 $0.20 Open Market Purchase
2/11/08 2,649 $0.20 Open Market Purchase
2/13/08 500 $0.20 Open Market Purchase
2/14/08 1,500 $0.20 Open Market Purchase
2/20/08 7,471 $0.20 Open Market Purchase
2/25/08 8,609 $0.20 Open Market Purchase
2/26/08 6,300 $0.20 Open Market Purchase
2/27/08 7,200 $0.20 Open Market Purchase
2/28/08 4,500 $0.20 Open Market Purchase
3/25/08 13,500 $0.19 Open Market Purchase
3/28/08 6,500 $0.19 Open Market Purchase
4/1/08 19,000 $0.19 Open Market Purchase
4/3/08 77,000 $0.19 Open Market Purchase
4/4/08 300 $0.19 Open Market Purchase
4/7/08 100 $0.19 Open Market Purchase
4/9/08 500 $0.19 Open Market Purchase
4/10/08 3,100 $0.19 Open Market Purchase
4/14/08 19,000 $0.19 Open Market Purchase
4/15/08 14,500 $0.19 Open Market Purchase
4/16/08 15,000 $0.19 Open Market Purchase
4/17/08 4,500 $0.19 Open Market Purchase
4/21/08 28,426 $0.19 Open Market Purchase
4/22/08 1,000 $0.21 Open Market Purchase
4/22/08 18,574 $0.19 Open Market Purchase
4/22/08 19,500 $0.19 Open Market Purchase
4/23/08 12,000 $0.19 Open Market Purchase
4/24/08 4,500 $0.19 Open Market Purchase
4/25/08 1,500 $0.19 Open Market Purchase
4/29/08 5,000 $0.19 Open Market Purchase
5/2/08 28,500 $0.19 Open Market Purchase
5/8/08 17,500 $0.19 Open Market Purchase
5/14/08 2,000 $0.19 Open Market Purchase
5/16/08 9,500 $0.19 Open Market Purchase
5/21/08 5,600 $0.19 Open Market Purchase
5/23/08 16,800 $0.19 Open Market Purchase
5/27/08 1,800 $0.19 Open Market Purchase
5/28/08 4,500 $0.19 Open Market Purchase
5/29/08 18,885 $0.19 Open Market Purchase
5/30/08 4,500 $0.19 Open Market Purchase
6/2/08 16,500 $0.19 Open Market Purchase
6/3/08 49,000 $0.19 Open Market Purchase
6/4/08 1,500 $0.19 Open Market Purchase
6/5/08 30,195 $0.19 Open Market Purchase
6/11/08 1,000 $0.19 Open Market Purchase
6/11/08 1,000 $0.20 Open Market Purchase
6/11/08 146,000 $0.19 Open Market Purchase
6/12/08 5,900 $0.18 Open Market Purchase
6/12/08 3,000 $0.19 Open Market Purchase
6/13/08 500 $0.20 Open Market Purchase
6/17/08 2,200 $0.16 Open Market Purchase
6/18/08 1,000 $0.20 Open Market Purchase
6/20/08 1,000 $0.20 Open Market Purchase
6/20/08 17,000 $0.16 Open Market Purchase
6/24/08 2,000 $0.20 Open Market Purchase
6/24/08 1,000 $0.19 Open Market Purchase
6/25/08 1,930 $0.16 Open Market Purchase
6/25/08 2,000 $0.20 Open Market Purchase
6/26/08 2,000 $0.20 Open Market Purchase
6/26/08 10,260 $0.16 Open Market Purchase
6/27/08 1,500 $0.20 Open Market Purchase
6/27/08 5,000 $0.16 Open Market Purchase
7/2/08 11,817 $0.16 Open Market Purchase
7/3/08 5,000 $0.165 Open Market Purchase
7/3/08 5,000 $0.195 Open Market Purchase
7/7/08 1,000 $0.195 Open Market Purchase
7/9/08 912 $0.16 Open Market Purchase
7/11/08 1,000 $0.19 Open Market Purchase
7/14/08 32,550 $0.16 Open Market Purchase
7/14/08 1,000 $0.19 Open Market Purchase
7/16/08 1,000 $0.19 Open Market Purchase
7/24/08 1,000 $0.16 Open Market Purchase
7/24/08 1,000 $0.19 Open Market Purchase
7/29/08 1,000 $0.19 Open Market Purchase
9/4/08 1,000 $0.15 Open Market Purchase
9/9/08 1,000 $0.16 Open Market Purchase
9/12/08 1,800 $0.15 Open Market Purchase
9/15/08 1,000 $0.19 Open Market Purchase
9/15/08 98,200 $0.15 Open Market Purchase
9/16/08 1,000 $0.19 Open Market Purchase
9/16/08 5,000 $0.15 Open Market Purchase
9/25/08 500 $0.19 Open Market Purchase
9/25/08 11,000 $0.15 Open Market Purchase
9/26/08 4,000 $0.18 Open Market Purchase
9/26/08 7,595 $0.15 Open Market Purchase
9/29/08 1,000 $0.19 Open Market Purchase
9/29/08 1,000 $0.19 Open Market Purchase
9/29/08 4,100 $0.15 Open Market Purchase
10/15/08 200 $0.18 Open Market Purchase
10/15/08 50,000 $0.12 Open Market Purchase
10/23/08 200 $0.17 Open Market Purchase
10/28/08 200 $0.17 Open Market Purchase
10/31/08 100 $0.17 Open Market Purchase
10/31/08 200 $0.12 Open Market Purchase
11/7/08 2,000 $0.15 Open Market Purchase
11/11/08 2,500 $0.15 Open Market Purchase
11/12/08 3,000 $0.15 Open Market Purchase
11/14/08 3,000 $0.13 Open Market Purchase
11/14/08 98,310 $0.12 Open Market Purchase
11/17/08 1,690 $0.11 Open Market Purchase
11/17/08 3,000 $0.11 Open Market Purchase
11/17/08 8,310 $0.11 Open Market Purchase
11/18/08 3,000 $0.13 Open Market Purchase
11/18/08 4,000 $0.13 Open Market Purchase
11/18/08 20,100 $0.10 Open Market Purchase
11/19/08 4,000 $0.13 Open Market Purchase
11/20/08 5,000 $0.15 Open Market Purchase
11/24/08 5,000 $0.13 Open Market Purchase
11/25/08 5,000 $0.13 Open Market Purchase
11/26/08 5,000 $0.13 Open Market Purchase
11/28/08 100 $0.10 Open Market Purchase
12/23/08 45,000 $0.05 Open Market Purchase
2/12/09 5,000 $0.12 Open Market Purchase
2/18/09 6,000 $0.12 Open Market Purchase
2/23/09 1,000 $0.14 Open Market Purchase
2/23/09 4,000 $0.15 Open Market Purchase
2/23/09 7,800 $0.12 Open Market Purchase
2/24/09 800 $0.12 Open Market Purchase
2/24/09 5,000 $0.14 Open Market Purchase
2/26/09 400 $0.12 Open Market Purchase
3/6/09 4,900 $0.12 Open Market Purchase
3/6/09 5,000 $0.14 Open Market Purchase
3/11/09 1,000 $0.12 Open Market Purchase
3/11/09 5,000 $0.14 Open Market Purchase
3/11/09 5,000 $0.15 Open Market Purchase
3/13/09 1,000 $0.12 Open Market Purchase
3/13/09 5,000 $0.14 Open Market Purchase
3/13/09 5,000 $0.15 Open Market Purchase
3/16/09 5,000 $0.135 Open Market Purchase
3/18/09 2,500 $0.12 Open Market Purchase
3/19/09 1,407 $0.12 Open Market Purchase
3/27/09 5,917 $0.12 Open Market Purchase
4/2/09 4,000 $0.12 Open Market Purchase
4/3/09 9,276 $0.12 Open Market Purchase
4/3/09 25,900 $0.11 Open Market Purchase
4/3/09 95,000 $0.12 Open Market Purchase
4/7/09 5,000 $0.12 Open Market Purchase
4/8/09 291 $0.11 Open Market Purchase
4/17/09 33,523 $0.11 Open Market Purchase
4/17/09 23,809 $0.11 Open Market Purchase
4/24/09 7,500 $0.11 Open Market Purchase
4/28/09 45,900 $0.11 Open Market Purchase
5/4/09 4,500 $0.11 Open Market Purchase
5/5/09 2,500 $0.11 Open Market Purchase
5/6/09 29,500 $0.11 Open Market Purchase
5/13/09 50 $0.11 Open Market Purchase
5/14/09 500 $0.11 Open Market Purchase
5/18/09 1,425 $0.11 Open Market Purchase
5/19/09 300 $0.11 Open Market Purchase
5/20/09 2,000 $0.11 Open Market Purchase
5/27/09 1,670 $0.11 Open Market Purchase
5/28/09 2,500 $0.11 Open Market Purchase
6/10/09 11,000 $0.11 Open Market Purchase
6/30/09 6,000 $0.13 Open Market Purchase
6/30/09 10,000 $0.13 Open Market Purchase
6/30/09 15,000 $0.13 Open Market Purchase
6/30/09 23,608 $0.15 Open Market Purchase
Sales
Date of Number of Price per Type of
Transaction Shares Share Transaction
----------- --------- --------- -------------------
7/14/09 5,000 $0.18 Open Market Sale