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): March 18, 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 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description ------- ----------- 99.1 Certification of Chief Executive Officer and Chief Financial Officer ITEM 9. REGULATION FD DISCLOSURE. In connection with the Annual Report on Form 10-K of OptiCare Health Systems, Inc. (the "Company") for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission concurrently herewith, the Company hereby furnishes the written statement required by Section 906 of the Sarbanes-Oxley Act of 2002. On March 18, 2003, Dean J. Yimoyines, Chief Executive Officer of the Company and William A. Blaskiewicz, Chief Financial Officer of the Company, each executed this written statement. A copy of the foregoing written statement is attached hereto as exhibit 99.1 and incorporated herein by reference. 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) Date: March 18, 2003 /s/ William A. Blaskiewicz -------------------------------------- Name: William A. Blaskiewicz Title: Vice President and Chief Financial Officer Page 3 EXHIBIT INDEX ------------- Exhibit Number Description ------- ----------- 99.1 Certification of Chief Executive Officer and Chief Financial Officer Page 4