4-14-05
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 8, 2005
SIGHT RESOURCE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-21068 04-3181524
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6725 Miami Avenue, Cincinnati, Ohio 45243
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 527-9770
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Agreement
On April 8, 2005, Sight Resource Corporation ("SRC") and two of its
subsidiaries, Cambridge Eye Associates, Inc. ("CEA") and Douglas Vision World
("DVW"), entered into an asset purchase agreement (the "Agreement") with Davis
Vision, Inc. ("Davis"). Pursuant to the Agreement, CEA and DVW will sell
substantially all of their assets (the "Assets") to Davis and will assign, in
addition to other certain contracts, 25 unexpired non-residential real property
leases under which SRC is the lessee (the "Leases") and three unexpired
non-residential subleases under which SRC is the sublessor (the "Subleases") to
Davis substantially on the terms set forth in the Agreement as attached hereto
as Exhibit 10.57.
As previously reported, SRC engaged the services of SSG Capital Advisors, LP
("SSG") to, among other things, assist SRC with the sale of all or a part of
SRC's assets or operations. SRC received an offer from Cambridge Eye/Vision
World, Inc. ("CEVW") for the Assets, and SSG concluded at that time that CEVW's
offer was the highest and best offer of any received. On March 9, 2005, SRC
filed a motion with the United States Bankruptcy Court for the Southern District
of Ohio, Western Division (the "Bankruptcy Court"), requesting, among other
things, the authorization to sell the Assets and to assign the Leases pursuant
to an asset purchase agreement, contingent upon the approval of the Bankruptcy
Court and the receipt of no higher or better offer for the Assets by another
potential buyer.
At the hearing on the request described above, held on April 7, 2005, an auction
was conducted by SRC for the sale of the Assets. During the auction, an offer
was received from Davis that the Bankruptcy Court determined was higher and
better than the offer proposed by CEVW. As such, the Bankruptcy Court authorized
the sale of the Assets to Davis subject to the conditions in the Agreement.
Under the terms of the Agreement, CEA and DVW will sell the Assets and will
assign the Leases and Subleases to Davis for $6,500,000 plus the assumption by
Davis of certain liabilities. The closing of the transaction is expected to be
held on April 22, 2005.
The sale of the Assets involves six DVW retail stores in Rhode Island and 19 CEA
stores in Massachusetts and New Hampshire, which comprise all of the remaining
operations of SRC.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not available.
(c) Exhibits.
See Exhibit Index.
FORWARD-LOOKING STATEMENTS.
This Report contains certain forward-looking statements within the meaning of
Section 21E of the Securities Act of 1934, as amended, including, without
limitation, statements containing the words "expected" and words of similar
import. Because forward-looking statements are based on a number of beliefs,
estimates and assumptions that could ultimately prove inaccurate, there is no
assurance that forward-looking statements will prove to be accurate.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIGHT RESOURCE CORPORATION
Date: April 14, 2005 By: /s/ Donald L. Radcliff
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Donald L. Radcliff
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.57 Asset Purchase Agreement among Cambridge Eye
Associates, Inc., Douglas Vision World, Sight
Resource Corporation, and Davis Vision, Inc.,
dated April 8, 2005.