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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 31, 2001
LASER VISION CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10629 43-1530063
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
540 MARYVILLE CENTRE DRIVE, SUITE 200
ST. LOUIS, MISSOURI 63141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 434-6900
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2001, Laser Vision Centers, Inc., a Delaware corporation
(the "Company"), completed the acquisition of substantially all of the assets
and certain of the liabilities of ClearVision Laser Centers, Inc., a Nevada
corporation ("ClearVision"), and its wholly-owned subsidiaries (collectively
with ClearVision, the "Sellers"). The acquisition was consummated pursuant to
the terms and conditions of an Asset Purchase Agreement, dated as of August 9,
2001 (the "Agreement"), by and among the Company and the Sellers.
Pursuant to the terms of the Agreement, the Company paid an aggregate
of $4,882,242 in cash and issued 2,129,085 shares of common stock of the
Company to ClearVision as consideration for the purchase of the acquired
assets. Of the 2,129,085 shares of common stock issued to ClearVision, an
aggregate of 750,000 shares were placed in escrow pursuant to the terms of an
Escrow Agreement between the Company and the Sellers as security for the
payment of certain post-closing purchase price adjustments and any indemnity
claims which may be owed by the Sellers to the Company under the terms of the
Agreement. In connection with the consummation of the transactions contemplated
by the Agreement, the Company entered into a Registration Rights Agreement with
respect to the 2,129,085 shares of common stock issued to ClearVision in the
transaction pursuant to which the Company agreed to register such shares under
the Securities Act of 1933, as amended, upon the terms and conditions set forth
in the Registration Rights Agreement.
The purchase price paid in connection with the acquisition was
determined through arms'-length negotiations among the parties to the Agreement.
The funds utilized for the acquisition were obtained from borrowings through the
Company's line of credit with LaSalle Bank and Heartland Bank.
ClearVision develops and operates excimer laser centers for the
correction of refractive vision disorders and provides mobile access to excimer
lasers throughout the United States. The Company will use the assets acquired
from ClearVision to expand its excimer laser business.
The foregoing description is qualified in its entirety by reference to
the Agreement, the Escrow Agreement and the Registration Rights Agreement,
copies of which are attached as exhibits hereto and incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. Pursuant to Item
7(a)(4) of Form 8-K, the Company will file the required financial statements of
ClearVision and pro forma financial information as soon as is practicable, but
not later than 60 days after the date that this report is required to be filed.
(b) Pro forma financial information. See Item 7(a) above.
(c) Exhibits. See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Laser Vision has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 7, 2001
LASER VISION CENTERS, INC.
By /s/ Robert W. May
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Robert W. May
Vice Chairman and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement, dated as of August 9, 2001, by and among
Laser Vision Centers, Inc., ClearVision Laser Centers, Inc.,
ClearVision Laser Centers - Western, LLC, ClearVision Laser Centers -
Sunshine, LLC, ClearVision Laser Centers - Peachtree, LLC,
ClearVision Laser Centers - Pacific Northwest, LLC, ClearVision Laser
Centers - Keystone, LLC, ClearVision Laser Centers - Chesapeake, LLC,
ClearVision Laser Centers - Great Lakes, LLC and ClearVision Laser
Centers - Rocky Mountain, LLC.
2.2 Escrow Agreement, dated as of August 31, 2001, by and among Laser
Vision Centers, Inc., ClearVision Laser Centers, Inc., ClearVision
Laser Centers - Western, LLC, ClearVision Laser Centers - Sunshine,
LLC, ClearVision Laser Centers - Peachtree, LLC, ClearVision Laser
Centers - Pacific Northwest, LLC, ClearVision Laser Centers -
Keystone, LLC, ClearVision Laser Centers - Chesapeake, LLC,
ClearVision Laser Centers - Great Lakes, LLC, ClearVision Laser
Centers - Rocky Mountain, LLC and A.G. Edwards Trust Company FSB.
2.3 Registration Rights Agreement, dated as of August 31, 2001, by and
among Laser Vision Centers, Inc. and ClearVision Laser Centers, Inc.