form8klease.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): December 15,
2009
EMERGING VISION,
INC.
(Exact
name of Registrant as specified in its charter)
|
New York
|
001-14128
|
11-3096941
|
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer Identification No.)
|
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:
|
□
|
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 Definitive Agreement.
Emerging
Vision USA, Inc., a New York corporation (“EV USA”) and a wholly-owned
subsidiary of Emerging Vision, Inc., a New York corporation (the “Company”)
entered into an Agreement of Lease (the “Lease”), dated as of December 15, 2009,
with Newmark & Company Real Estate, Inc. as agent for 38th and 8th LLC, New
520 GSH LLC, New 520 Triple Crown LLC and New 520 Eighth LLC (the “Landlord”),
for a portion of the 23rd
floor of the building located at 520 Eighth Avenue, New York, New York 10018
(the “Property”). It is the Company’s intent that the Property shall
serve as the Company’s corporate headquarters upon the effectiveness of the
Lease.
Unless earlier terminated in accordance
with the provisions of the Lease, the term of the Lease shall be for 10 years
and 4 months, commencing on the later of the date upon which the Landlord’s Work
is Substantially Completed (each as defined in the Lease) or March 1, 2010 (the
“Term”). The annual rent for the Premises is $135,200 for the first
two years of the Term, increasing by 2.5% on a compounding basis for each
subsequent year of the Term. Upon execution and delivery of the
Lease, EV USA established a letter of credit in favor of the Landlord in the
amount of $45,066.68 as security under the Lease.
Pursuant to the provisions of the
Lease, EV USA shall be obligated to pay certain real estate tax escalations,
utilities, electric bills and to maintain certain insurance policies for the
Company and the Landlord with respect to the Premises.
In order
to induce the Landlord to enter into the Lease, the Company executed and
delivered a Limited Guaranty to the Landlord on December 15, 2009, pursuant to
which the Company guaranteed all of EV USA’s payments to the Landlord pursuant
to the Lease.
The
foregoing descriptions do not purport to be complete and are qualified in their
entirety by reference to the full text of the documents filed as Exhibits 10.1
and 10.2 to this Current Report on Form 8-K which are incorporated by reference
herein.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
Reference
is made to Item 1.01 hereof which is hereby incorporated
herein.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
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
Brian P.
Alessi
Chief Financial
Officer
Date:
February 9, 2010