form8k.htm
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): February 12, 2009
EMERGING VISION,
INC.
(Exact
name of Registrant as specified in its charter)
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New York
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001-14128
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11-3096941
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Quentin Roosevelt Boulevard
Garden City, New York
11530
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (516) 390-2100
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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01
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Changes in Registrant’s Certifying
Accountant.
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By letter dated February 12, 2009,
Emerging Vision, Inc. (the “Company”) was advised that effective January 1,
2009, Miller, Ellin & Company, LLP (“Miller Ellin”), the Company’s
independent accountant, and the principal accountant who was engaged in December
2008 to audit the Company’s financial statements, consummated a merger of its
practice into the practice of Rosen Seymour Shapss Martin & Company LLP,
with Rosen Seymour the resulting surviving legal entity. By virtue of
that merger, Rosen Seymour succeeded Miller Ellin as our independent
accountants.
The audit report of Miller Ellin on the
Company’s financial statements for the fiscal year ended December 31, 2007
expressed an unqualified opinion. Such audit report did not contain
an adverse opinion or disclaimer of opinion or qualification. During
the Company’s most recent fiscal year and the period thereafter through the date
of the merger, there were no disagreements with Miller Ellin on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Miller Ellin,
would have caused such entity to make reference to such disagreements in its
reports. During the Company’s most recent fiscal year and through the
date of the Merger, no “reportable events” (as described in Item 304(a)(1)(v) of
Regulation S-K) occurred that would be required by Item 304(a)(1)(v) to be
disclosed in this report.
Prior to the merger, the Company did
not consult with Rosen Seymour with respect to (i) the application of accounting
principles to a specific transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the company’s financial
statements; or (iii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
The
Company has requested that Miller Ellin and Rosen Seymour review the disclosures
contained in this report through March 31, 2009 and has asked each of them
to furnish the Company with a currently dated later addressed to the SEC
containing any new information, clarification of the expression of the Company’s
views or the respects in which it does not agree with the statements made by it
in response to Item 304(a) of Regulation S-K. A copy of each such
letter is filed as an exhibit to this report.
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Item
9.01
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Financial Statements and
Exhibits
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
EMERGING VISION, INC.
By: /s/ Brian P.
Alessi
Name: Brian P. Alessi
Title: Chief Financial
Officer
Date:
April 1, 2009