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) May 6, 2003
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)
Item 5. Other Events and Regulation FD Disclosure
Sight Resource Corporation (the "Company") previously reported its inability to
file its Annual Report on Form 10-K for the year ended December 28, 2002. The
Company continues to be unable to file the Report because it has not yet
completed its 2002 year-end financial statements. In the course of the Company's
work on those statements, and in the course of work by KPMG LLP on their audit
of those statements, it has been determined that:
* The statements cannot be completed, and an audit of the statements cannot be
completed, until certain entries and accounts upon which the statements are
based are substantiated, reconciled or corrected, as applicable.
* The Company's internal controls over financial reporting appear to be
inadequate and should be strengthened.
At the recommendation of KPMG, the Company is in the process of retaining
another accounting firm to assist the Company in determining whether the above
referenced accounting entries are accurate or inaccurate and, if inaccurate, the
cause of the inaccuracy (that is, whether the inaccuracy was caused by system
error or deficiency, error in judgment, negligence, intentional action, or other
cause).
The Company intends to file its Annual Report on Form 10-K as promptly as
practicable following completion of its 2002 year-end financial statements and
the issuance of the report of our independent auditors on those statements.
Scheduling of the Company's Annual Meeting of Shareholders will be deferred
until the Company can determine when its financial statements will be available
for publication.
Because of the discovery of errors and deficiencies in connection with
preparation of the Company's year-end financial statements, the Company intends
to initiate a review of its 2002 quarterly financial statements. The Company
anticipates that some restatement of those quarterly statements may be
appropriate, but the materiality or amount, if any, of the restatement has not
been determined. No determination has been made as to whether it will be
necessary to restate the Company's financial statements for the year ended
December 29, 2001 or any period prior thereto.
Item 12. Results of Operation and Financial Condition
The Company submitted Form 12b-25/A, Amendment Number 2, to the Securities and
Exchange Commission on May 12, 2003. Part IV of that Form contains the following
statement regarding (i) the estimated results of the Company's operations for
the year ended December 28, 2002, and (ii) the estimated gain realized from the
refinancing transaction consummated on December 31, 2002:
The Company currently estimates that it will report, for the full year
ended December 28, 2002, a net loss attributable to common shareholders in
the range of $6,700,000 to $7,500,000, inclusive of asset impairment
charges estimated in the range of $2,600,000 to $2,900,000. By way of
comparison, the Company sustained a net loss attributable to common
shareholders of $6,237,000 during the year ended December 29, 2001.
As described in the Company's Report on Form 8-K filed with the Commission
on January 10, 2003, the Company completed a refinancing transaction on
December 31, 2002 (three days after the end of the Company's fiscal year).
As reported on the Form 8-K, the refinancing transaction resulted in gain
to the Company from extinguishment of debt. The estimated gain in the
amount of approximately $2,400,000 after deduction of applicable expenses
will be recognized during the Company's first fiscal quarter of 2003.
Cautionary Statement. The estimates reported in this report should be viewed as
forward looking statements and may differ from results as finally determined
upon completion of the applicable financial statements.
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: May 12, 2003 By: /s/ Duane D. Kimble, Jr.
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Duane D. Kimble, Jr.
Vice President and
Chief Financial Officer