06-24-04
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): June 23, 2004
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 2. Acquisition or Disposition of Assets
On June 24, 2004, substantially all of the assets of Kent Optical Company, a
wholly owned subsidiary of Sight Resource Corporation ("SRC"), were transferred
to CadleRock Joint Venture, L.P. ("CadleRock"). The transfer included the assets
of Kent Optometric Providers Inc., a subsidiary of Kent Optical (all such assets
being hereinafter referred to as the "Kent Assets"). In consideration of the
transfer, the secured debt owing to CadleRock by SRC and its subsidiaries was
reduced by $1,175,000. CadleRock immediately resold the assets to third party
purchasers for the same amount.
The transfer of the Kent Assets was pursuant to an Eighth Loan Modification
Agreement among SRC, its subsidiaries and CadleRock, a copy of which is being
filed as an exhibit to this Current Report on Form 8-K.
The transfer of the Kent Assets involved 20 retail optical stores in Michigan.
Contemporaneously with the transfer of the assets to CadleRock, the retail
leases relating to the 20 locations were assigned by Kent Optical to the third
party purchasers, and the third party purchasers assumed the obligations of Kent
Optical under the leases.
As reported in Item 3 below, SRC and its subsidiaries each filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on June 24, 2004 in
the United States Bankruptcy Court for the Southern District of Ohio, Western
Division, at Cincinnati, Ohio. Apart from Kent Optical, SRC operates or operated
five retail optical chains. Those are Cambridge Eye Associates (Massachusetts
and New Hampshire), Vision World (Rhode Island), E. B. Brown Opticians (Ohio and
Pennsylvania), Eyeglass Emporium (Indiana) and Vision Plaza (Louisiana). SRC has
requested Bankruptcy Court approval of the rejection of leases of 30 of the 32
E. B. Brown Opticians stores, all 15 Vision Plaza stores, the two remaining
stores operated under the Kent Optical name, and one Eyeglass Emporium store. As
of June 23, 2004, SRC discontinued operations in the stores previously operated
in the locations covered by the leases as to which approval to reject has been
requested.
SRC's continuing operations include 19 stores operating under the name Cambridge
Eye Associates, six stores operated under the name Vision World, six stores
operating under the name Eyeglass Emporium, and one E. B. Brown Opticians store.
Item 3. Bankruptcy or Receivership
SRC and its wholly owned subsidiaries each filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code on June 24, 2004 in the United States
Bankruptcy Court for the Southern District of Ohio, Western Division, at
Cincinnati, Ohio. No trustee has been appointed, and SRC and its subsidiaries
continue to manage their business as debtors in possession. SRC and its
subsidiaries have requested that the Court jointly administer the proceedings
under Case No. 04-14987.
On June 23, 2004, SRC and its subsidiaries entered into a Ninth Loan
Modification Agreement with CadleRock Joint Venture, L.P. ("CadleRock"),
pursuant to which CadleRock lent $275,000 to SRC and its subsidiaries. CadleRock
is a pre-filing secured creditor of SRC and its subsidiaries, and the $275,000
loan was made in anticipation of the Chapter 11 filing. That loan, like the
other amounts owing by SRC and its subsidiaries to CadleRock, is secured by a
security interest in substantially all assets of SRC and its subsidiaries. The
$275,000 loan, together with interest thereon, is repayable in 10 equal weekly
installments of beginning on July 6, 2004.
Apart from the $275,000 loan, the remaining amount of the secured indebtedness
(inclusive of interest and fees) owing to CadleRock is approximately $434,000.
The scheduled maturity date of the $434,000 is June 30, 2004.
The Ninth Loan Modification Agreement is being filed as an exhibit to this
Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
Pro forma financial information (reflecting the impact of the
transactions discussed in Item 2 of this Report) is not included in
this Report. SRC is unable to state when the pro forma financial
information will be filed.
(c) Exhibits
See Exhibit Index
Item 9. Regulation of FD Disclosure
On June 24, 2004, SRC issued a press release covering (i) the matters discussed
in Item 3 of this Report, (ii) the matters discussed in Item 2 of this Report,
(iii) the existence of an informal Securities and Exchange Commission inquiry
concerning the Company, and (iv) an investigation being conducted under the
direction of the SRC Audit Committee. A copy of the press release is being filed
as an exhibit to this Report.
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: June 24, 2004 By: /s/ Donald L. Radcliff
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Donald L. Radcliff
Chief Financial Officer
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EXHIBIT INDEX
Number Description
10.51 Eighth Loan Modification Agreement, dated June 23, 2004,
between Sight Resource Corporation, its subsidiaries, and
CadleRock Joint Venture, L.P.
10.52 Ninth Loan Modification Agreement, dated June 23, 2004,
between Sight Resource Corporation, its subsidiaries, and
CadleRock Joint Venture, L.P.
99.1 Sight Resource Corporation Announcement dated June 24, 2003
4