AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001.	REGISTRATION NO. 333- _____	

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 
NATIONAL VISION, INC.
(Exact Name of Issuer as Specified in its Charter)
Georgia
(State or Other Jurisdiction of
Incorporation or Organization)	5990
(Primary Standard Industrial
Classification Code Number)	58-1910859
(I.R.S. Employer
Identification Number)	
 
296 Grayson Highway
Lawrenceville, GA 30045
(770) 822-3600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
MITCHELL GOODMAN, ESQ.
Senior Vice President, General Counsel
296 Grayson Highway
Lawrenceville, GA 30045
(770)  822-4208
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
Copies to:
DAVID A. STOCKTON, ESQ.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
 
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  /_/
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  /X/
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   /_/  ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  /_/  _______________
If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.  /_/
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Calculation of Registration Fee
Title of Securities
to be Registered	Amount to be
 Registered	Proposed Offering
Price Per Share(1)	Proposed Maximum
 Aggregate Offering Price(1)	Amount of Registration Fee	
Common Stock, $0.01 par value per share
12% Senior Secured Notes due 2009	1,964,664 shares
of Stock
$47,289,000 of Notes	
$1.35
$68%	
$2,652,296
$32,156,520	
$663.07
$8,039.13	
(1) Determined in accordance with Rule 457(c) of the Securities Act, the average of the high and low prices on The American Stock Exchange on September 4, 2001.

 
	Subject to Completion, Dated September 5, 2001
Prospectus

___________________________________
1,964,664 Shares of Common Stock
$47,289,000 of 12% Senior Secured Notes due 2009
__________________________________
 
National Vision, Inc., formerly known as Vista Eyecare, Inc. (sometimes referred to herein as the "Company"), is registering 1,964,664 shares of our common stock, par value $0.01 per share (the "Stock") and an aggregate principal amount of $47,289,000 of our 12% Senior Secured Notes due 2009 (the "Notes") that are held by some of our shareholders who are identified later in this Prospectus under "The Offering" (the "Selling Holders"). Because of possible transactions after the date of this Prospectus, other persons who are not yet known may become Selling Holders and be entitled to use this Prospectus to sell some of the Stock and/or Notes. We will not receive any of the proceeds of any sale of the Stock or the Notes.
We have agreed to bear all expenses in connection with the preparation and use of this Prospectus. The Selling Holders will pay (a) any underwriting discounts, brokerage fees, or commissions, and (b) any out-of-pocket expenses of such Selling Holders including any reasonable fees and expenses of one counsel to such Selling Holders acting for them as a group in connection with sales of the Stock or the Notes. To the extent required, the specific shares to be sold, the terms of the offering, including price, the name of any broker-dealer or underwriter, and any applicable commission, discount, or other compensation with respect to a particular sale will be set forth in a supplement that we may prepare to accompany this Prospectus in the future. See "Plan of Distribution". We have agreed to indemnify the Selling Holders, and they have agreed to indemnify us, against certain liabilities under the Securities Act of 1933, as amended (the "Securities Act").
The Stock is traded under the symbol "NVI" on The American Stock Exchange (the "AMEX"). The Notes are traded under the symbol "NVI.A" on the AMEX. 
You should consider carefully the risk factors
beginning on page 4 of this Prospectus.
___________________________
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this Prospectus is truthful or
 complete.   Any representation to the contrary is a criminal offense.
The date of this Prospectus is September ___, 2001.

 

 
 
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the "SEC") covering the Stock and the Notes that the Selling Holders may offer for resale. The SEC’s file number for that registration statement is 333-[_____].
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For information on the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. You can also obtain reports, proxy statements, and other information regarding issuers that file electronically with the SEC from the SEC’s Internet site (http://www.sec.gov).
The SEC allows us to "incorporate by reference" information filed with them, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered to be a part of this Prospectus. In addition, information we file with the SEC in the future will automatically update and supersede information contained in this Prospectus and any accompanying Prospectus supplement. Any information so updated or superseded shall not be deemed, except as so updated or superseded, to be a part of this Prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") until all of the Stock and the Notes described in this Prospectus are sold or the offering of the Stock and the Notes covered by this Prospectus is terminated:
 
 1.	Registration Statement on Form 8-A 12B with respect to the Notes, filed with the SEC on August 9, 2001;
 2.	Registration Statement on Form 8-A 12B with respect to the Stock, filed with the SEC on August 9, 2001;
 3.	Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the SEC on August 14, 2001; as amended by the Amendment to Quarterly Report on Form 10Q/A, filed with the SEC on August 22, 2001;
 4.	Current Report on Form 8-K, dated May 18, 2001, filed with the SEC on June 1, 2001;
 5.	Current Report on Form 8-K, dated April 20, 2001, filed with the SEC on May 8, 2001;
 6.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001;
 7.	Current Report on Form 8-K, dated March 16, 2001, filed with the SEC on March 22, 2001;
 8.	Current Report on From 8-K, dated March 15, 2001, filed with the SEC on March 15, 2001;
 9.	Current Report on Form 8-K, dated February 3, 2001, filed with the SEC on February 27, 2001;
 10.	Annual Report on Form 10-K for the fiscal year ended December 30, 2000, filed with the SEC on April 10, 2001;
 
2

 11.	Registration Statement on Form 8-A 12G, dated March 1, 1998, filed with the SEC on March 24, 1998;
 12.	Registration Statement on Form 8-A 12G, dated January 17, 1997, filed with the SEC on January 17, 1997; and
 13.	Registration Statement on Form 8-A, dated March 25, 1992, filed with the SEC on March 25, 1992. 
We will provide you with free copies of any of these documents or any other documents that have been incorporated by reference in this Prospectus, without exhibits, unless an exhibit is incorporated into the document by reference, if you write us or call us at: National Vision, Inc., 296 Grayson Highway, Lawrenceville, GA 30045, Attention: Mitchell Goodman, telephone (770) 822-4208.
FORWARD-LOOKING STATEMENTS
From time to time, information we provide or statements of our directors, officers, or employees may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Those statements involve numerous risks and uncertainties. Typically, such information or statements contain the words "believes," anticipates," "intends," "expects," or similar words. In any event, any information or statements made or incorporated by reference in this Prospectus that are not statements of historical fact are forward-looking statements. Such forward-looking statements in this Prospectus, and others that we or our representatives make, are based on a number of assumptions and involve risks and uncertainties. Consequently, actual results could differ materially. The factors we describe under the heading "Risk Factors" are some, but not all, of the reasons that results could be different.

3

RISK FACTORS
An investment in the Stock and the Notes involves a significant degree of risk. Prospective investors should carefully consider all of the information contained in this Prospectus, including the following factors that may affect our current operations and future prospects. 
Our recent emergence from bankruptcy may adversely affect our relationships with our vendors and customers.
On May 31, 2001, we emerged from bankruptcy pursuant to our First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries, as modified by the Modification to First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, filed by Vista Eyecare, Inc. and Certain of its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc., and Certain of Their Debtor Subsidiaries (collectively, the "Plan"). Our various relationships with our venders and our customers may be adversely affected by our past reliance on the protections afforded by Chapter 11. In addition, we continue to go through the process of disputing certain claims pursuant to our rights under the Plan. The dispute process may divert the time and resources of our management that could otherwise be used in running our business.
Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.
As a result of the issuance of the Notes, we are highly leveraged. Assuming the issuance of all of the Notes and after giving effect to the establishment of our credit facility, we had:
•	total indebtedness of $120 million represented by the Notes, and 
•	total availability, as of August 24, 2001, of $7.7 million under our credit facility, subject to certain borrowing limitations. 
Our ability to pay or refinance our indebtedness, including our ability to repay the Notes, or to fund capital expenditures will depend on our future performance. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
Based upon our current level of operations, we believe that our cash flow from operations, available cash, and available borrowings under our credit facility, will be adequate to meet our future liquidity needs for at least the next several years. A decrease in revenues, coupled with the borrowing base limitation contained in our credit facility, could require us to postpone capital expenditures.
We cannot assure you that our business will generate sufficient cash flow from operations, that revenue growth will be realized or that future borrowings will be available under our credit facility in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs.
 
4

 
Our substantial indebtedness could have important consequences to you. For example, it could:
•	make it more difficult for us to satisfy our obligations under the Notes, 
•	increase our vulnerability to general adverse economic and industry conditions, 
•	limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, 
•	require us to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures or other general corporate purposes, 
•	limit our flexibility in planning for, or reacting to, changes in our business and our industry, 
•	place us at a competitive disadvantage compared to competitors that have less debt, and 
•	limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds. Our failure to comply with the covenants in the Indenture (as defined under "Description of the Notes") or our credit facility would result in an event of default which, if not cured or waived, could have a material adverse effect on us. 
A substantial number of our vision centers are located in Wal-Mart stores. Our ability to continue to generate revenue depends on our continued relationship with Wal-Mart.
In connection with our emergence from Chapter 11 reorganization, we have sold all of our free standing vision centers, the revenues and expenses of which are reflected in our Annual Report on Form 10-K for the fiscal year ended December 30, 2000. Our remaining vision centers are sometimes referred to herein as the "Remaining Operations." We are substantially dependent on Wal-Mart and its affiliates for our current operations. The following chart shows, as of August 24, 2001, certain information about our vision centers in Wal-Mart stores:
 
Category  	Number 	
Total Vision Centers	  503	
Wal-Mart Locations  	398	
Wal-Mart Mexico  	30	
In addition, vision centers located in Wal-Mart stores accounted for substantially all of the earnings before interest, taxes, depreciation and amortization ("EBITDA") of our Remaining Operations for the fiscal year ended December 30, 2000. Vision centers in Wal-Mart stores rely largely on customer traffic generated by the Wal-Mart host store. Our agreement with Wal-Mart does not require Wal-Mart to maintain any existing Wal-Mart store or to open new ones.
Our agreement with Wal-Mart gives us the right to open at least 400 vision centers, including those already open. We will reach that number during 2001. Wal-Mart is under no obligation to provide us with additional vision center leases. However, our agreement with Wal-Mart also provides that, if Wal-Mart converts its own store to a "supercenter" (a store which contains a grocery department in addition to the traditional Wal-Mart store offering) and relocates our vision center as part of the conversion, the term of our lease begins again. We believe that Wal-Mart may in the future convert many of its stores and thereby cause many of our leases to start again (there were 14 conversions of Wal-Mart stores in which we run vision centers into "supercenters" in the year 2000, and 18 such conversions prior to 2000). We have received no assurances from Wal-Mart as to how many of their locations will ultimately be converted.
 
5

Our agreement with Wal-Mart provides for a nine-year base term at each vision center that begins at opening and gives us a three-year extension option. Wal-Mart is under no obligation to provide us with any further extensions. Forty-eight vision centers have base terms that expire in 2001 under our Wal-Mart agreement, all of which have been extended, and another forty-six have base terms that expire in 2002, which we have the option to extend. More base terms will expire in subsequent years. As each base term expires, we determine whether to exercise our three-year extension options for our Wal-Mart vision centers. We make those decisions based upon various factors, including, for example: 
 
•	the sales levels of each vision center, 
•	the estimated future profitability of each vision center, and 
•	the increased minimum license fees charged by Wal-Mart during the option period. 
We must exercise our extension option for any Wal-Mart vision center at least six months before its initial license expires. We expect to extend the licenses for a substantial majority of these vision centers. We cannot assure you, however, how many licenses we will actually extend.
In each of the next several years, increasing numbers of vision centers under our Wal-Mart agreement will have their base terms expire. Our rental obligations to Wal-Mart will increase in the three-year option period. We will need to continue to improve sales at these vision centers. If we do not, our rent as a percent of sales will increase significantly during the option period. Alternatively, we may choose not to exercise the extension options.
We cannot control our expansion in our host stores, including Wal-Mart, beyond those currently under contract. Although we periodically discuss expansion opportunities with each host, we cannot assure you that any host will offer to extend our current agreements or offer us additional vision centers. Nor can we assure you that any renewal or new store offer will be on terms similar to those in our current agreements. Wal-Mart operates its own optical division. After we have opened 400 locations pursuant to our Wal-Mart agreement, Wal-Mart may allocate its future vision centers entirely to its own optical division.
Our lack of growth could make it difficult for us to make payments on the Notes, and could adversely affect the price of the Stock.
Average revenues in our Wal-Mart vision centers are approximately $550,000 per center per year. Average revenues in our other Remaining Operations are less that $300,000 per center per year. The expiration of our leases with Wal-Mart will cause a reduction in our revenues, which we may not be able to replace with revenues generated by other vision centers.
Our sales revenues could decrease in the future as Wal-Mart leases expire. It is unlikely that we will be able to open enough new vision centers under our Fred Meyer and military contracts to compensate for the loss of the revenues generated by Wal-Mart vision centers for which our leases expire. We expect that our expenses, however, will increase over time. A combination of lower sales and higher expenses would adversely affect our ability to repay or refinance the Notes, all or any of which may have an adverse effect on the price of the Stock.

6

The use of net operating loss carryforwards may be subject to limitations.
In conjunction with our historical results from operations, emergence from Chapter 11 and the disposition of our free standing operations, the Company incurred significant net operating losses. These losses are expected to result in significant net operating loss carryforwards, the amount of which has not yet been finally determined. The Company’s net operating losses that were realized prior to its emergence from Chapter 11 are subject to substantial limitation under Section 382 of the Internal Revenue Code of 1986. If the Company’s net operating losses realized after its emergence from Chapter 11 are subject to substantial limitation because of a future change of control of the Company or otherwise, the cash tax costs of the Company would increase and have an adverse effect on the Company’s ability to repay the Notes.
Your right to receive payments on the Notes will be junior to our borrowings under our credit facility.
Our indebtedness under our credit facility is secured by liens against substantially all of our assets. In the event of a default on our secured indebtedness, or a bankruptcy, liquidation or reorganization of the Company and our subsidiaries, these assets will be available to satisfy obligations with respect to the secured indebtedness before they can be used to satisfy our obligations under the Notes.
The terms of our credit facility and the Indenture restrict our corporate activities.
Our credit facility and our Indenture contain various restrictive covenants and require us to maintain specified financial ratios and satisfy certain financial tests, such as:
•	minimum EBITDA requirements, and 
•	minimum fixed charge coverage ratios. 
Our ability to meet these financial ratios and tests may be affected by events beyond our control, and we cannot assure you we will meet such tests. Our credit facility and our Indenture also limit our ability to take action with respect to:
•	capital expenditures, 
•	investments, 
•	indebtedness, 
•	liens, 
•	dividends, 
•	loans, 
•	prepayments of other indebtedness, 
•	mergers, acquisitions or sales of assets, 
•	changes in business activities, 
•	transactions with affiliates, and 
•	issuance of equity. 
Our breach of any of these covenants could result in an event of default under our credit facility. If a default occurs, our lender can declare our indebtedness, both principal and interest, immediately due and payable, and could terminate its commitment to make future advances. In addition, a default under the Indenture could cause the principal and accrued interest on the Notes to become due and payable. The restrictions in the Indenture and the credit facility will likely restrict our ability to obtain additional 

7

 
financing for working capital, capital expenditures or general corporate purposes. Our indebtedness requires substantial debt service payments and, with respect to the Indenture, mandatory redemptions of principal, which may restrict our ability to use our operating cash flow for capital expenditures and other working capital requirements. We have pledged substantially all of our assets under our credit facility and under the Indenture. If we fail to repay all amounts declared due and payable, our lender and then the holders of Notes could proceed against the collateral granted to it to satisfy our obligations. It is likely that our assets would be insufficient to repay in full that indebtedness and our other indebtedness, including the Notes.
See "Description of the Notes — Covenants."
We are required by the Indenture to make mandatory redemptions of principal owing on the Notes in certain circumstances, which may have an adverse impact on the Stock.
The Indenture requires mandatory redemptions of principal out of the excess cash flow that we may generate. See "Description of the Notes — Redemptions." There can be no assurances that we will generate enough excess cash flow to make any mandatory redemptions. Prepayments of principal on the Notes, if any, will prevent us from having excess cash to reinvest in our business, and could adversely affect the price of our stock.
Further distributions of the Stock and the Notes could adversely affect their trading prices.
We are issuing the Stock and the Notes to creditors pursuant to the Plan. Further distributions will be made pursuant to the Plan as disputed claims are resolved. Distributions of the Stock and the Notes could cause adverse changes in the trading prices of the Stock and the Notes.
The holders of the Stock and the Notes may exercise significant control over the Company and the price of the Stock and the Notes.
If holders of significant numbers of shares of the Stock act as a group, such holders could be in a position to control the outcome of certain corporate actions requiring shareholder approval, including the election of directors. In addition, the possibility that one or more of the holders of significant numbers of shares of the Stock or a large principal amount of the Notes may determine to sell all or a large portion of their shares of the Stock or their Notes in a short period of time may adversely affect the market price of the Stock or the Notes.
The Stock and the Notes were issued under the Plan to our unsecured creditors in connection with pre-bankruptcy claims against the Company. Some or all of the holders of the Stock and the Notes may therefore prefer to liquidate their investment rather than to hold it on a long-term basis. Partially for that reason, there can be no assurance as to the degree of price volatility in any trading market that may develop for the Stock and the Notes. As a result, no assurance can be given that any holder of the Stock or the Notes will be able to sell them or at what price any sale may occur. No assurance can be given as to the market price, if any, that will prevail for the Stock in the future. If a market were to exist for the Notes, they may trade at prices higher or lower than their face value, depending upon many factors, including, without limitation, the prevailing interest rates, markets for similar securities, industry conditions and the performance of, and investor expectations for us.
The Stock and the Notes have all been issued but not distributed. Further distributions will be made pursuant to the Plan as disputed claims are resolved. Distributions of the Stock and the Notes to 
 
8

people that decide to sell them immediately could cause sudden adverse changes in the trading prices of the Stock and the Notes.
The public market for our securities has existed for a limited period of time.
Our Stock was previously listed on the NASDAQ Small Cap Market under the ticker symbol "VSTA." It was delisted on May 9, 2000 because its price dropped below $1.00 for a period of 30 days.   Pursuant to the Plan, the old shares of our stock were deemed cancelled, terminated, and of no further force and effect as of May 31, 2001.  5,000,000 shares of the Stock were issued to former unsecured creditors in accordance with the terms of the Plan.  The public market for the Stock being registered hereby was initiated by listing on the AMEX on August 27, 2001, and the public market for the Notes was initiated by listing on the AMEX on August 27, 2001. There can be no assurance that an active trading market for the Stock or the Notes will develop or be sustained or that the market price of the Stock or the Notes will not decline.
We have not declared dividends in the past, and do not anticipate doing so in the near future.
Our credit facility and the Indenture prohibit the payment of cash dividends without the consent of the lender and the holders of the Notes, respectively. We have never declared or paid any dividend on our capital stock. We currently anticipate that all of our earnings, if any, will be retained for payment of the principal amount of the Notes, and then for development of the Company’s business, and do not anticipate paying any cash dividends in the foreseeable future. See "Description of the Notes — Covenants."
A change in interest rates could adversely affect us.
The Company borrows long-term debt under our credit facility at variable interest rates. We therefore incur the risk of increased interest costs if interest rates rise.
The retail eyecare industry is extremely competitive.
The retail eyecare industry is extremely competitive. We compete with national companies such as Lenscrafters and Cole; we also compete with numerous regional and local firms. In addition, optometrists, ophthalmologists, and opticians provide many of the same goods and services we provide. The level and intensity of competition can vary dramatically depending on the particular market. We believe that we have numerous competitive advantages, such as our everyday low pricing, product selection, and quality and consistency of service.
We also compete for managed care business. Our competition for this business is principally the larger national and regional optical firms. Competition for this business is driven by size of provider network, quality and consistency of service, and by pricing of vision care services. We have one of the largest networks in the country and believe that the size of the network gives us a competitive advantage.
Several of our competitors have significantly greater financial resources than we do. As a result, they may be able to engage in extensive and prolonged price promotions which may adversely affect our business. They may also be able spend more than we do for advertising.
Federal and state governments extensively regulate the health care and insurance industries. A finding that we have violated existing regulations, or future adverse changes in those regulations, could negatively affect our business and its prospects.
 
9

Both federal and state governments extensively regulate the delivery of health care, including relationships among health care providers such as optometrists and eyewear providers like us. Many states prohibit business corporations from practicing medicine or controlling the medical judgments or decisions of physicians. States often also prohibit certain financial arrangements, such as splitting fees with physicians. The legality of our relationships with opticians and independent optometrists has been and may continue to be challenged from time to time. Regulations vary from state to state and are enforced by both courts and regulatory authorities, each with broad discretion. A ruling that we have violated these laws could, for example, result in:
•	censure, 
•	delicensing of optometrists, 
•	civil or criminal penalties, including large civil monetary penalties, 
•	invalidation or modification of our agreements with optometrists and opticians, or 
•	an order requiring us to change our business practices. 
These consequences could have an adverse effect on our business. Also, changes in our relationships with independent optometrists and opticians could adversely affect our relationship with Wal-Mart or our other host stores. Local ordinances (such as zoning requirements) can also impose significant burdens and costs of compliance. Frequently, our competitors sit on state and local boards. Our risks and costs of compliance are often increased as a result.
The fraud and abuse provisions of the Social Security Act and anti-kickback laws and regulations adopted in many states prohibit soliciting, paying, receiving or offering any compensation for making, or to cause someone to make, certain referrals of patients, items or services. The Social Security Act also imposes significant penalties for false or improper Medicare and Medicaid billings. Many states have adopted similar laws applicable to any payor of health care services. We must also comply with federal laws such as the Health Insurance Portability Act of 1996 (which governs our participation in managed care programs) and the Food and Drug Administration Act (which regulates medical devices such as contact lenses). In addition, the Stark Self-Referral Law restricts referrals for Medicare or Medicaid covered services where the referring physician has a financial relationship with the service provider. In some cases, the rental of space constitutes a financial relationship under this law. Many states have adopted similar self-referral laws which are not limited to Medicare or Medicaid reimbursed services. Violations of these laws may result in substantial civil or criminal penalties, including double and treble civil monetary penalties, and in the case of federal laws, exclusion from the Medicare and Medicaid programs. Such exclusions and penalties, if applied to us, could have a material adverse effect on our business.
We do not have employment agreements with key management. The departure of key executives could adversely affect our business.
We depend on the continuing efforts of our executive officers and senior management. The departure of these individuals in significant numbers could adversely affect our business and prospects if we are unable to attract and retain qualified replacements. We do not currently have employment agreements with any personnel, including key executive officers and management. However, we offer our executives and management bonus and stock-based incentives related to our performance.
 
10

Failure to have independent vision care professionals available in or near our vision centers would adversely affect our ability to win managed care and host store contracts, and could prevent us from operating in some states.
Our business and marketing strategies emphasize the availability of independent optometrists in close proximity to our vision centers. Typically, a licensed optometrist occupies a space in or adjacent to each of our stores. Additionally, our agreement with Wal-Mart contemplates that we will make optometrists available at least 48 hours per week if permitted by law. Some states require that licensed opticians be present when eyeglasses or contact lenses are fitted or dispensed. Any difficulties or delays in securing the services of such optical professionals could adversely affect our business and our relationship with our host stores. Consequences of difficulty or delay could include termination of our host store licenses for those vision centers, and imposition of legal sanctions against us, including closure of vision centers without licensed professionals.
Our retail business may depend on our ability to keep licensed optometrists available in our vision centers.
Historically, if there is no licensed optometrist available to give eye exams, our retail business has suffered. In certain markets, it can be difficult to hire or keep vision care professionals on staff in our vision centers. Failure to maintain a staff of qualified vision care professionals could have an adverse effect on our business.
Our success increasingly depends on our ability to develop and maintain relationships with managed vision care companies.
An increasing percentage of patients receive health care coverage through managed care payors. As this trend continues, our success will increasingly depend on our ability to negotiate contracts with health maintenance organizations ("HMOs"), employer groups and other private third party payors. We cannot assure you that we will be able to establish or maintain satisfactory relationships with managed care and other third party payors. Many managed care payors have existing provider structures in place that they may be unable or unwilling to change. Our inability to enter into such arrangements in the future could have a material adverse affect on our business.
We have established a network of optometrists and other providers located in or adjacent to our stores in order to enhance our ability to contract with managed care payors for both professional services and retail eyewear supplies. Managed care contracts include a variety of reimbursement methods, such as capitation (or risk basis) and fee for service. Our contracts with managed care companies on the one hand, and with networks of optometrists and other providers on the other, are subject to federal and state regulations, for example:
Insurance Licensure. Most states impose strict licensure requirements on companies that engage in the business of insurance, including health insurance companies and HMOs. Many licensing laws mandate strict financial and other requirements which we may not be able to meet, were we deemed to be an engaging in the business of insurance. Additionally, the licensure process can be lengthy and time consuming.
Any Willing Provider Laws. Some states require managed care payors to include any provider who is willing to abide by the terms of the payor’s contracts. Some states also prohibit termination of 
 
11

providers without cause. Other states are considering similar requirements. Such laws limit our ability to develop effective managed care provider networks.
Antitrust Laws. A range of antitrust laws apply to us and our provider network. These laws prohibit anti-competitive conduct, including price-fixing, concerted refusals to deal, and divisions of markets. We cannot assure you that our operations will not be challenged on antitrust grounds in the future.
Proposed reforms may affect our business.
There have been numerous reform initiatives at the federal and state levels relating to the payment for and availability of healthcare services. We believe that such initiatives will continue for the foreseeable future. If adopted, some of these reforms could adversely affect our business.
We rely on third parties to pay many of our customers’ costs.
A significant portion of medical care in the United States is funded by government and private insurance programs, such as Medicare, Medicaid and corporate health insurance plans. According to government projections, more medical beneficiaries who are significant consumers of eye care services will enroll in managed care organizations. Governmental and private third party payors are trying to contain medical costs by:
•	lowering reimbursements, 
•	imposing use restrictions and risk-based compensation arrangements, 
•	redesigning benefits, and 
•	exploring more cost-effective methods of health care delivery. 
These cost containment efforts may lead to limitations or reductions in reimbursement for eye care services, which would adversely affect our future sales. Additionally, some reimbursement programs require collection of amounts by the Company. Our inability to fully collect reimbursable amounts could adversely affect cash flow generated from operations.
We depend on reliable and timely reimbursement of claims we submit to third party payors. There are risks we may not be paid on a timely basis, or that we will be paid at all. Some plans have complex forms to complete. Sometimes our staff may incorrectly complete forms, delaying our reimbursement. These delays can hurt our cash flow and also force us to write-off more of these accounts receivable.
New advances may reduce the need for our products or allow other manufacturers to produce eyewear at lower cost than we can.
Technological advances in the eyecare industry, such as new surgical procedures or medical devices, could reduce the demand for the Company's products. Corneal refractive surgery procedures such as laser surgery, radial-keratotomy and photo-refractive keratectomy may change the demand for our products. The development of new drugs may have a similar effect. Technological advances such as wafer technology and lens casting may make our current lens manufacturing method uncompetitive or obsolete. The number of individuals electing Lasik and similar surgical procedures has dramatically increased each year, which could significantly decrease demand for our goods and services. Such medical and technological advances may have a material adverse effect on our operations.
 
12

A prolonged economic downturn could have an adverse impact on our industry.
We believe that a weakening economy may cause an increase in the period of time between repurchases of our retail products by the average consumer. Such an extension of the repurchase cycle would reduce the number of transactions in our industry, and for our retail products. Lower sales of our retail products would reduce our revenues, which could adversely affect both our ability to pay off the Notes and the price of the Stock.
Operating in other countries presents special risks that may affect our results of operations.
Our Mexican operations face risks substantially similar to those we face in our Wal-Mart stores, including dependence on the host store and limits on expansion. We cannot assure you that our Mexican operations will be able to attain profitability.
Our foreign operations expose us to all of the risks of investing and operating in foreign countries generally, including:
•	differing regulatory, political and governmental environments, 
•	currency fluctuations, 
•	high inflation, 
•	price controls, 
•	restrictions on profit repatriation, 
•	generally lower per capita income and spending levels, 
•	import duties and value-added taxes, and 
•	difficulties of cross-cultural marketing. 
Our Articles of Incorporation, By-Laws and Shareholder Rights Plan contain provisions that make it more difficult to effect a change in control of the Company.
Certain provisions of our Articles of Incorporation and By-Laws could discourage tender offers or other transactions that would result in shareholders receiving a premium over the market price for our Stock. These include provisions:
•	authorizing the issuance of preferred stock without shareholder approval, 
•	requiring a supermajority shareholder vote in certain circumstances, 
•	restricting who may call a special meeting of shareholders, 
•	permitting our Board of Directors to consider constituencies in addition to the shareholders, and 
•	requiring shareholders to comply with certain procedures in connection with any shareholder proposals or director nominations. 
Our Shareholder Rights Plan (the "Plan") provides us with a defensive mechanism that decreases the risk that a hostile acquirer will attempt to take control of us without negotiating directly with our Board of Directors. It is meant to prevent an acquirer from gaining control of us by paying an inadequate price or by using coercive techniques. The Plan may discourage acquirers from attempting to purchase us.
 
13

 
We may not have the ability to raise the funds necessary to finance the change of control repurchase contemplated by the Indenture.
Upon certain changes of control, holders of the Notes have the right to require us to repurchase all or a portion of the Notes. See "Description of the Notes — Covenants." If a change of control occurs, we
cannot assure you that we will have sufficient funds to repurchase all of the Notes tendered. Our failure to repurchase tendered notes would be an event of default under the Indenture. Changes of control are also restricted by, and constitute a default under, our credit facility. If the lender under our credit facility were to accelerate our obligations due to a default, it would have a priority claim to the proceeds from the sale of our assets securing such indebtedness.
Our adoption of "Fresh Start" accounting may make evaluating our financial position and results of operations, as compared to prior periods, more difficult.
Due to our emergence from bankruptcy pursuant to the Plan, we implemented "fresh start" accounting as of June 2, 2001. In accordance with fresh start accounting, all assets and liabilities were restated to reflect their respective fair values.  As a  result, the consolidated financial statements for the reorganized Company as of June 2, 2001 and thereafter will not be comparable to those of the Company for the periods prior to June 2, 2001. Such a change in accounting principles may make it more difficult to compare our operations to prior periods.
Our operating history since our emergence from bankruptcy may be insufficient to evaluate our financial condition based on our financial statements.
  Our operating history since our emergence from bankruptcy is limited.  Our financial statements since the implementation of “fresh start” accounting may be insufficient to draw proper conclusions about our future ability to generate profits and to make payments on the Notes.
Earnings were insufficient to cover fixed charges in the one month period ended June 30, 2001.
 The ratio of earnings to fixed charges is intended to provide an indication of the Company’s ability to meet its obligations for interest payments. The deficiency in the ratio of earnings to fixed charges for the one month period ended June 30, 2001 may indicate that the Company may be unable to meet its future interest obligations.
 
14

RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of the Company for the periods indicated. The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For this purpose, "earnings" represent pretax income from continuing operations plus fixed charges. "Fixed charges" consist of interest expense and amortization of fees.  This calculation does not necessarily reflect the future ability of the Company to meet its interest obligations.
Ratio of Earning to Fixed Charges
(dollars in thousands)

Fiscal Year
1996 
	
Fiscal Year
1997 
	
Fiscal Year
1998 
	
Fiscal Year
1999 
	
Fiscal Year
2000 
	Five months
 ended June 2,
 2001
(a) 
	|
|
|
|
|
|
|
|	One month
 ended June 30,
 2001
(a) 

2.8	 
5.4	 
1.9	 
- (b)	 
- (c)	 
4.1		 
- (d)	
 
______________________
 a.	Due to the Company’s emergence from Bankruptcy and implementation of "Fresh Start" accounting principles, financial statements for the reorganized company as of June 2, 2001 and for periods subsequent to June 2, 2001 will not be comparable to those of the Company for the periods prior to June 2, 2001. Although the Plan became effective on May 31, 2001, for financial reporting purposes the effective date of the Plan is considered to be June 2, 2001. The results of operations for the period from May 31, 2001 through June 2, 2001 were not material. A black line has been drawn to distinguish the reorganized company and the predecessor company prior to emergence from bankruptcy. 
 b.	For the fiscal year ended January 1, 2000, earnings were insufficient to cover fixed charges by approximately $17.2 million.  Depreciation and amortization, which are non-cash charges included in earnings, were $18.6 million for the fiscal year ended January 1, 2000. 
 c.	For the fiscal year ended December 30, 2000, earnings were insufficient to cover fixed charges by approximately $14.1 million.  Depreciation and amortization, which are non-cash charges included in earnings, were $17.5 million for the fiscal year ended December 30, 2000. 
 d.	For the period from June 2, 2001 to June 30, 2001, earnings were insufficient to cover fixed charges by approximately $711,000.  Depreciation and amortization, which are non-cash charges included in earnings, were $1.5 million for the one month period ended June 30, 2001. 
 
15

 
THE OFFERING
This Prospectus relates to the proposed offer and sale by persons, who are called the "Selling Holders," of shares of our Stock and our Notes that they own. An aggregate of 1,964,664 shares of Stock and $47,289,000 aggregate principal amount of Notes have been issued to the Selling Holders. We will not receive any proceeds from the sale by Selling Holders of any Stock or Notes. The Selling Holders will receive all such proceeds.
Pursuant to the Plan, we have issued a total of 5,000,000 shares of our Common Stock, par value $0.01 per share (the "Stock"), to our former unsecured creditors. 1,276,010 shares were issued to funds controlled by Scudder-Kemper and 688,654 shares were issued to U.S. Bancorp Investments, Inc., which will be the initial Selling Holders. We have also issued, pursuant to the Plan, $120,000,000 of our 12% Senior Secured Notes due 2009 (the "Notes"). $30,713,000 of the Notes were issued to funds controlled by Scudder-Kemper and $16,576,000 of Notes were issued to U.S. Bancorp Investments, Inc.

16

PRICE RANGE OF COMMON STOCK
Our Stock was previously listed on the NASDAQ National Market System until October 12, 1999, when it began trading on the NASDAQ Small Cap Market, under the ticker symbol "VSTA." It was delisted on May 9, 2000 because its price dropped below $1.00 for a period of 30 days. It was subsequently quoted on the Electronic Bulletin Board. The then-existing common stock was deemed cancelled upon the effective date of the Plan. Our Stock, which was issued pursuant to the Plan, now trades on the AMEX under the symbol "NVI." The Stock has been trading on the AMEX since August 27, 2001. Its opening price was $5.00 per share. The following table sets forth, for the periods indicated, the quarterly high and low (1) sales price information for the period during which our common stock was traded on the NASDAQ National Market System and the NASDAQ Small Cap Market, (2) the quarterly high and low bid price for the period during which our stock was quoted on the Electronic Bulletin Board, and (3) the sales price information during which our Stock was listed on the AMEX:
  
 	Sales Price 
	
 	  High 
	  Low 
	
1999	 	 	
First Quarter	$6.250	$4.500	
Second Quarter	$6.250	$3.625	
Third Quarter	$3.938	$2.250	
Fourth Quarter1	$2.750	$0.625	
 	 	 	
2000	 	 	
First Quarter	$2.500	$0.844	
Second Quarter2	$0.875	$0.203	
Third Quarter	$0.359	$0.125	
Fourth Quarter	$0.219	$0.031	
 	 	 	
2001	 	 	
First Quarter	$0.025	$0.016	
Second Quarter	$0.050	$0.0103	
Third Quarter (from August 27, 2001 through September 4, 2001)4 	 $5.000	 $1.300	
 
The closing sales price for the Stock on September 4, 2001 on the AMEX was $1.30 per share.

 1.	The outstanding shares of our then-existing common stock ceased being listed on the NASDAQ National Market System and began trading on the NASDAQ Small Cap Market on October 12, 1999. 
 2.	The outstanding shares of our then-existing common stock ceased being listed on the NASDAQ Small Cap Market on May 9, 2000 and subsequently began being quoted on the Electronic Bulletin Board. 
 3.	The outstanding shares of our then-existing common stock were deemed cancelled and of no further force and effect on May 31, 2001 upon the effectiveness of the Plan. 
 4.	The Stock was listed on the AMEX on August 27, 2001. 
 
17

 
DESCRIPTION OF THE NOTES
Pursuant to the Plan, we have issued a total of $120,000,000 aggregate principal amount of our 12% Senior Secured Notes due 2009 (the "Notes"). $84,192,000 of the Notes were distributed upon our emergence from bankruptcy on May 31, 2001, and an additional $7,873,000 of the Notes have subsequently been distributed. The remaining Notes will be distributed by the Company in one or more distributions in accordance with the terms of the Plan. $47,289,000 aggregate principal amount of the Notes are being registered by the Company for sale by the Selling Holders pursuant to the Form S-3 Registration Statement filed in connection with this Prospectus.
The following summary is qualified in its entirety by reference to the Indenture, dated June 15, 2001, as amended by the First Amendment of Indenture dated July 6, 2001 (collectively, the "Indenture"), and the Trust Indenture Act of 1939, as amended (the "TIA"), under which the Indenture is qualified, which set forth the full rights, powers and limitations of the Notes. The Indenture has been filed with the SEC as Exhibit T3C to the Company’s Application for Qualification of Indenture on Form T-3, filed with the SEC on May 30, 2001, which is incorporated by reference hereto.
Principal, Maturity and Interest
The Plan provides for the issuance of Notes in an aggregate principal amount of $120,000,000. The Notes bear interest at the rate of 12% per annum. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed. The Notes mature on March 30, 2009, but are subject to optional and mandatory redemptions of principal. See " – Redemption" below.
Redemption
Mandatory Redemption. The Notes shall be redeemed, in whole or in part, on each February 28 and August 31, by payment of 100% of Excess Cash Flow, subject to certain financial adjustments. "Excess Cash Flow" is defined in the Indenture to mean consolidated EBITDA for the fiscal six month period expiring on the last day of each December and June, respectively, prior to each Mandatory Redemption Payment Date (such last day, the "Balance Sheet Date", provided, however, that the initial "Balance Sheet Date" shall be designated as December 31, 2001 and the initial Mandatory Redemption Payment Date shall be February 28, 2002), plus certain decreases in the Company’s working capital, but less (1) certain taxes, interest, non-cash charges and after-tax losses, (2) expenditures on capital assets, (3) certain increases in working capital, (4) payments or prepayments of principal and fees or other amounts under the Company’s credit facility, (5) any optional redemption amount paid by the Company, (6) payments of certain restructuring expenses, and (7) any payments made with respect to certain change of control offers; provided, however, that any payment of Excess Cash Flow shall be reduced to the extent necessary so that, after giving effect to such payment, the amount of cash possessed by the Company as of each respective Balance Sheet Date is at least $3,000,000. Cash possessed by the Company is determined on a consolidated basis in accordance with generally accepted accounting principles ("GAAP").
Optional Redemption. The Notes are redeemable, at the Company’s option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption. If the Company shall consummate an equity offering, the proceeds of such offering shall be used to (1) pay (subject to waiver by the lender under the credit facility) amounts owing under the Company’s credit facility and (2) make principal payments (subject to waiver by the holders of a 
 
18

majority in aggregate principal amount of the Notes) on the Notes. In order to effect the foregoing redemption with the proceeds of any equity offering, the Company shall make such redemption not more than 120 days after the consummation of any such equity offering.
Satisfaction and Discharge of Indenture; Defeasance
The Indenture shall be discharged and shall cease to be of further effect (except as to certain surviving rights expressly provided for in the Indenture) as to all outstanding Notes when (a) either (1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has otherwise been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (2) all Notes not already delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation, for principal of and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that from and after the time of deposit, the money deposited shall not be subject to the rights of the lender under the credit facility; (b) the Company has paid all other sums payable under the Indenture by the Company; and (c) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.
If the Company at any time deposits with the Trustee U.S. legal tender or U.S. government obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Notes (including certain covenants and including, under certain circumstances, its obligation to pay the principal of and interest on the Notes but without affecting the rights of the Holders to receive such amounts from such deposits).
Notes Secured
The Notes are secured, subject to a lien on the assets of the Company by the holder of the Company’s credit facility to which the holders of the Notes are subordinated, by a lien in all of the Company’s right, title and interest whether now owned or hereafter acquired in, to, and under that portion of the following types of personal property now owned or hereafter acquired by the Company in which a security interest may be granted and perfected under the provisions of Article 9 of the Uniform Commercial Code as in effect on the date of the Indenture in the State of Georgia (the "UCC") and as to which any federal law of the United States has not preempted the UCC with respect to the validity, enforceability, perfection or priority of security interests therein: (1) all accounts (including without limitation health care insurance receivables); (2) all supporting obligations; (3) all letter of credit rights; (4) all letters of credit; (5) all chattel paper (including without limitation electronic chattel paper); (6) all documents; (7) all equipment; (8) all general intangibles (including without limitation payment intangibles); (9) all deposit accounts; (10) all commodity accounts; (11) all commodity contracts; (12) all money; (13) all goods; (14) all instruments; (15) all inventory; (16) all investment property; and (17) to the extent not otherwise included, all proceeds and products of any of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.
 
19

Subordination
As of August 24, 2001, there were no  outstanding borrowings under our credit facility. The Notes are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full in cash or cash equivalents of our credit facility. Such subordination is limited so that at no time shall the Notes be subordinated to any portion of the indebtedness under our credit facility in excess of the sum of (1) $15,000,000, plus (2) accrued interest in respect of the credit facility and fees at any time owing to the lender under the credit facility, in each case as and to the extent provided under the credit facility, plus (3) certain expenses of the lender under the credit facility for enforcement of its rights thereunder.
Covenants
The Indenture imposes certain limitations on the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments or investments, consummate certain asset sales, enter into certain transactions with affiliates, incur liens, impose restrictions on the ability of a subsidiary to pay dividends or make certain payments to the Company and its subsidiaries, merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Company. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to the covenant with respect to changes of control, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Notes has the right to require that the Company purchase all or a portion of such holder’s Notes at a purchase price equal to 100% of the aggregate outstanding principal amount thereof plus all accrued and unpaid interest due thereon.
Events of Default
The following events are defined in the Indenture as "Events of Default":
 1.	the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;
 2.	the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a change of control offer or make a mandatory redemption pursuant to the terms of the Indenture);
 3.	a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" provisions of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
 4.	the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (as defined in the Indenture) of the Company or its subsidiaries, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $5,000,000 or more at any time; 
 
20

 
 5.	one or more judgments in an aggregate amount in excess of $5,000,000 shall have been rendered against the Company or any of its subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; or
 6.	certain events of bankruptcy affecting the Company or any of its significant subsidiaries. 
Under the Indenture, the Company is required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any default or Event of Default) that has occurred and, if applicable, describe such default or Event of Default and the status thereof.
Modification of Indenture
Subject to certain exceptions set forth in the Indenture, without notice to or consent of any holder of the Notes, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, comply with any requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or comply with the provisions of the Indenture relating to merger, consolidation and sale of assets, or make any other change that does not adversely affect the rights of any holder of a Note. The Indenture or the Notes may be amended or supplemented and past defaults or Events of Default or noncompliance with any provision may be waived with the written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, except for provisions with respect to certain economic terms including but not limited to (1) reduction of the number of holders required to amend the Indenture or the Notes, (2) reduction of the rate of interest or changes of dates for interest payments, (3) reductions of the amount of principal due on the Notes or changes of the maturity or principal payment dates, (4) changes in the required currency for payment of the Notes, (5) changes of the provisions protecting the rights of holders to receive payment, (6) changes to the change of control or asset sales provisions, (7) changes to the provisions relating to optional redemptions, and (8) changes to the provisions regarding subordination of the Notes.
The Trustee
If an Event of Default occurs and is continuing, State Street Bank and Trust Company, as trustee under the Indenture (the "Trustee") or the holders of not less than 25% in aggregate principal amount of Notes then outstanding may declare all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and the TIA. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity reasonably satisfactory to it. The Indenture permits, subject to certain limitations therein provided, holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power subject to certain limitations that protect the Trustee.
 
21

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.
 
The Notes have been approved for listing on the AMEX under the symbol "NVI.A."
 
22

SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Holders, the number of shares of the Stock and the Notes beneficially owned by each Selling Holder as of August 21, 2001, the percentage of our total outstanding Stock and Notes owned by each Selling Holder as of August 21, 2001, and the maximum number of shares of the Stock and aggregate principal amount of the Notes that may be offered for sale by such Selling Holder pursuant to this Prospectus. The Company will not receive any of the proceeds from any sale of the Stock or the Notes sold hereunder. Except as set forth in the footnotes to the table below, no Selling Holder has had any position, office, or other material relationship with the Company or any of its predecessors or affiliates within the past three years.
 
 	Stock
Owned
Prior to
Offering	Percentage
of Stock
Prior to
Offering	Principal
Amount of
Notes
Owned
Prior to
Offering	Percentage
of Notes
Prior to
Offering	Stock
Offered
for Sale	Notes
Offered
for Sale	
 	 	 	 	 	 	 	
Scudder High Yield Series
         Scudder High Yield Fund (a)	662,910	13.26%	$15,956,000	13.30%	662,910  	$15,956,000	
Scudder High Income Trust (a)	73,874	1.48%	$1,778,000	1.48%	73,874  	$1,778,000	
Scudder Multi-Market
       Income Trust (a)	66,599	1.33%	$1,603,000	1.34%	66,599  	$1,603,000	
Scudder Strategic Income Trust (a)	14,271	0.29%	$344,000	0.29%	14,271  	$344,000	
Scudder Strategic Income Fund (a)	152,506	3.05%	$3,671,000	3.06%	152,506  	$3,671,000	
Scudder Variable Series II –
       Scudder High Yield Portfolio (a)	69,397	1.39%	$1,670,000	1.39%	69,397  	$1,670,000	
Scudder Portfolio Trust – Scudder
       High Yield Opportunity Fund (a)	51,208	1.02%	$1,233,000	1.03%	51,208  	$1,233,000	
Scudder Global Opportunities Fund –
       U.S. High Yield Bond Fund (a)	6,156	0.12%	$148,000	0.12%	6,156  	$148,000	
Adams Street CBO 1998-LTD. (a)	167,896	3.36%	$4,041,000	3.37%	167,896  	$4,041,000	
Scudder Monthly Income Fund. (a)	11,193	0.22%	$269,000	0.22%	11,193  	$269,000	
U.S. Bancorp Investments, Inc. (b)	688,654	13.77%	$16,576,000	13.81%	688,654  	$16,576,000	
 
_________________________
(a)	Zurich Scudder Investments, Inc. is the investment manager for this Selling Holder, and may be deemed to hold a beneficial ownership in the shares currently held by such Selling Holder. Zurich Scudder Investments, Inc. served on the Official Committee of Unsecured Creditors of Vista Eyecare, Inc. (n/k/a National Vision, Inc.). Zurich Scudder Investments, Inc. manages accounts which hold in the aggregate approximately 25.5% of the Stock.	
(b)	U.S. Bancorp Investments, Inc. was a member of the Official Committee of Unsecured Creditors of Vista Eyecare, Inc. (n/k/a National Vision, Inc.).	
 
23

The Selling Holders may offer and sell all or a portion of the Stock and/or the Notes from time to time, but are under no obligation to offer or sell any of the Stock or the Notes. See "Plan of Distribution." Because the Selling Holders may sell all, none, or any part of the Stock from time to time, no estimate can be given as to the number of shares of the Stock or the aggregate principal amount of the Notes that will be beneficially owned by the Selling Holders upon termination of any offering by them or as to the percentage of the total outstanding Stock or Notes of the Company that the Selling Holders will beneficially own after termination of any offering.
Holders of 5% or more of the Stock as of the effective date of the Plan have been made subject to a lock-up. They have agreed not to sell their Stock for six months, and to sell it only upon the written consent of our Board of Directors for an additional 30 months thereafter. Such consent by our Board of Directors may only be withheld if any such sale would result in or materially increase the likelihood of material adverse tax consequences to the Company.
This Prospectus also covers possible sales by certain presently unknown persons who may become the record or beneficial owners of some of the covered Stock and Notes as a result of certain types of private transactions. See "Plan of Distribution." Each such potential transferee of a named Selling Holder is hereby deemed to be a Selling Holder for purposes of selling the Stock and the Notes using this Prospectus. To the extent required by applicable law, information (including the name and number of shares of the Stock and aggregate principal amount of the Notes owned and proposed to be sold) about such transferees, if there shall be any, will be set forth in an appropriate supplement to this Prospectus.
PLAN OF DISTRIBUTION
The Stock and the Notes may be offered and sold by or for the account of the Selling Holders (or their pledgees, donees, or transferees), from time to time as market conditions permit, on the AMEX, any other exchange on which the Stock or the Notes may be listed, over the counter, or otherwise, at prices and on terms then prevailing or in negotiated transactions. The Stock and the Notes may be sold by one or more of the following methods, without limitation:
•	a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
•	purchases by a broker or dealer (including a specialist or market maker) as principal and resale by such broker or dealer for its account pursuant to this Prospectus;
•	an underwritten offering, subject to compliance with applicable disclosures concerning the identity and compensation arrangements of each firm acting as underwriter;
•	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•	face-to-face transactions between sellers and purchasers without a broker-dealer;
•	transactions in options, swaps, or other derivatives (whether exchange listed or otherwise), or settlements of short sales;
 
24

•	sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers; and
•	any combination of the foregoing, or by any other legally available means. 
In addition, the Selling Holders or their successors in interest may enter into hedging transactions with broker-dealers who may engage in short sales of the Stock or the Notes in the course of hedging the positions they assume with a Selling Holder. The Selling Holders or their successors in interest may also enter into option or other transactions with broker-dealers that require the delivery to such broker-dealers of the shares of the Stock or the Notes which shares of Stock or Notes may be resold thereafter pursuant to this Prospectus.
In effecting sales, brokers or dealers engaged by the Selling Holders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from the Selling Holders and/or the purchasers of the Stock and/or the Notes for whom such brokers or dealers act as agents or to whom they sell as principals, or both, in amounts to be negotiated (which compensation as to a particular broker-dealer might be in excess of customary commissions). At the time a particular offer of the Stock or the Notes is made by one or more of the Selling Holders, a prospectus supplement, if required, will be distributed to set forth the aggregate number of shares of the Stock or aggregate principal amount of the Notes being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, any discounts, commissions, and other items constituting compensation from the Selling Holders, and any discounts, commissions, or concessions allowed or reallocated or paid to dealers, including the proposed selling price to prospective purchasers. The Selling Holders and such brokers and dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. There can be no assurance, however, that all or any of the Stock or the Notes will be offered by the Selling Holders. See "Selling Shareholders." We know of no existing arrangements between any Selling Holder and any broker, dealer, finder, underwriter, or agent relating to the sale or distribution of the shares.
We will not receive any of the proceeds of any sale of the Stock or the Notes by the Selling Holders. We will bear substantially all expenses of the registration of this offering under the Securities Act, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of our counsel and independent public accountants, fees of the NASD, transfer taxes, fees of transfer agents and registrars, and costs of insurance, if any. All underwriting fees, discounts, and selling commissions applicable to the sale of any Stock or Notes and all out-of-pocket expenses (other than reasonable fees and expenses of one counsel acting on behalf of the Selling Holders as a group) will be borne by the Selling Holders or by such persons other than us as agreed by and among the Selling Holders and such other persons.
We have also agreed to indemnify the Selling Holders and any underwriter any of them may engage to sell their Stock and/or their Notes against certain liabilities in connection with the registration of the shares, including liabilities under the Securities Act. The Selling Holders have agreed to indemnify us against certain liabilities in connection with the registration of the shares, including liabilities under the Securities Act.
25

EXPERTS
The audited financial statements incorporated by reference in this prospectus and elsewhere in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting in giving said reports.
Reference is made to said reports which includes an explanatory paragraph with respect to the uncertainty regarding the Company's ability to continue as a going concern as discussed in Note 3 to the financial statements.
 
26

 

 

TABLE OF CONTENTS

Where You Can Find More Information
Forward-Looking Statements
Risk Factors
Ratio of Earnings to Fixed Charges
The Offering
Price Range of Common Stock
Description of the Notes
Selling Shareholders
Plan of Distribution
Experts

 

 

 
2
3
4
15
16
17
18
23
24
26	
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|	 

 
 
1,964,664 Shares of Common 
Stock
 
$47,289,000 of 12% Senior Secured
Notes due 2009

PROSPECTUS

 
September __, 2001

 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.       OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts
shown are estimated, except the SEC registration fee.
SEC registration fee	 $       8,702.20	
Legal fees and expenses	 $     40,000.00	
Accounting fees and expenses	 $       5,000.00	
Miscellaneous expenses	 $       1,297.80	
  		
Total	$     55,000.00	
 
ITEM 15.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Amended and Restated Articles of Incorporation provide that no director will be personally liable to us or our shareholders for monetary damages for breach of duty of care or other duty owed to the Company as a director, except that such provision will only eliminate or limit the liability of a director to the extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws.
Article V of our Amended and Restated Bylaws authorizes indemnification of our officers and directors for any liability and expense incurred by them in connection with or resulting from any threatened, pending or completed legal action or other proceeding or investigation by reason of such person being or having been an officer or director. An officer or director may only be indemnified if he acted in good faith and in a manner he reasonably believed (a) in the case of conduct in his official capacity, that such conduct was in the best interests of the Company, (b) in all other cases, that such conduct was at least not opposed to the best interests of the Company, and (c) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. No officer or director who has been adjudged liable to the Company or adjudged liable for the improper receipt of a personal benefit is entitled to indemnification.
Any officer or director who has been wholly successful on the merits or otherwise in defense of any proceeding to which he was a party, or in defense of any claim because of his official capacity is entitled to indemnification as to reasonable expenses by the Company as of right. All other determinations in respect of indemnification shall be made: (1) if there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; (2) by special legal counsel selected in a manner prescribed in (1) of this paragraph, or if there are fewer than two disinterested directors, selected by the board of directors in which selection directors who do not qualify as disinterested directors may participate; or (3) by the affirmative vote of at least two-thirds of the votes cast by shareholders when such determination is put up for shareholder approval, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
 
II-1

The provisions of our Bylaws on indemnification are consistent in all material respects with the laws of the State of Georgia, which authorize indemnification of corporate officers and directors.
Each of our Directors and certain of our officers have entered into Indemnification Agreements with the Company. In those Agreements, we have agreed to hold harmless and indemnify the signing party to the fullest extent provided by Section 14-2-851 of the Georgia Business Corporation Code, which provides the statutory basis for the indemnification of directors and officers of a Georgia corporation. Subject to certain limitations, we have further agreed to hold harmless and indemnify each director or officer signing an Indemnification Agreement against any and all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including an action by or in the right of the Company) to which such director or officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such director or officer is, was or at any time becomes a director, officer, employee, or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. In addition, if the indemnification provided for above is unavailable, we have agreed to contribute, in certain circumstances, to the amount of expenses, judgments, fines, penalties and settlements paid or payable by such director or officer where we are jointly liable with such director or officer.
Our directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. In addition, our Registration Rights Agreement dated May 31, 2001, by and among the Company and certain holders of our Stock, contains certain provisions pursuant to which certain officers, directors and controlling persons of the Company may be entitled to be indemnified by the holders and Additional Holders (as defined in the Registration Rights Agreement) of the Notes.
ITEM 16.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)       The following exhibits are filed as part of this Registration Statement:
Exhibit Number 	  Description of Exhibit 	
3.1 	Amended and Restated Articles of Incorporation of the Company, dated April 8, 1992, as amended, incorporated by reference to the Company’s Registration Statement on Form 8-A filed with the SEC on August 9, 2001.	
3.2	 Amended and Restated By-Laws of the Company, incorporated by reference to the Company’s Registration Statement on Form S-1, registration number 33-46645, filed with the SEC on March 25, 1992, and amendments thereto.	
4.6	Indenture, dated as of June 15, 2001, between the Company and State Street Bank and Trust Company, as trustee, incorporated by reference to the Company’s Application for Qualification of Indenture on Form T-3 filed with the SEC on May 31, 2001.	
4.7	First Amendment of Indenture, dated as of July 6, 2001, between the Company and State Street Bank and Trust Company, as trustee, incorporated by reference to the Company’s Registration Statement on Form 8-A filed with the SEC on August 9, 2001.	
 
II-2

4.8	Registration Rights Agreement, dated as of May 31, 2001, among the Company and the Holders (as defined therein) of registrable securities, incorporated by reference to the Company’s Amendment to Quarterly Report on Form 10-Q/A filed with the SEC on August 22, 2001.	
4.9	Amendment to Registration Rights Agreement, dated as of August 7, 2001, among the Company and the Holders (as defined therein) of registrable securities, incorporated by reference to the Company’s Amendment to Quarterly Report on Form 10-Q/A filed with the SEC on August 22, 2001.	
4.10	Lock-Up Agreement, dated May 31, 2001, between Scudder High Yield Series – Scudder High Yield Fund and the Company.	
4.11	Lock-Up Agreement, dated May 31, 2001, between U.S. Bancorp Investments, Inc. and the Company.	
5.1	Opinion of Kilpatrick Stockton LLP.	
12.1	Statement regarding Computation of Ratios.	
23.1	Consent of Arthur Andersen LLP.	
23.2	Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).	
(b)	Financial Statement Schedules

              Not Applicable.	

ITEM 17.       UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2)          That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
II-3

 
(4)          The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4

 
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of Georgia, on September 5, 2001.
 
	NATIONAL VISION, INC.
 
By:       /s/ James W. Krause 

          James W. Krause, Chief Executive Officer,
          President and Chairman of the Board 	
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James W. Krause and Mitchell Goodman, or either of them, as attorney-in-fact, having the power of substitution, for them in any and all capacities, to sign any amendments to this Registration Statement on Form S-3 and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 23rd day of August, 2001.
 
Signature 	Title	
  
  /s/ James W. Krause

James W. Krause 	Chief Executive Officer, President
and Chairman of the Board	
  
/s/ Angus C. Morrison

Angus C. Morrison 	Senior Vice President and
Chief Financial Officer 	
  
/s/ Timothy W. Ranney

Timothy W. Ranney 
  	Vice President and Corporate Controller 	
  
/s/ Robert Floum

Robert Floum 	 Director	
  
/s/ Myrel Neumann

Myrel Neumann 	Director	
  
/s/ Jeffrey Snow

Jeffrey Snow 	Director	
  
/s/ Peter T. Socha

Peter T. Socha 	Director	
 
LOCK-UP AGREEMENT
May 31, 2001
 
National Vision, Inc.
296 Grayson Highway
Lawrenceville, Georgia 30045
Ladies and Gentlemen:
As a five percent (5%), or greater, holder (a “5% Holder”) of common stock (the “Common Stock”) of National Vision, Inc., a Georgia corporation (the “Company”), issued under the terms of the First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed By Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the “Reorganization Plan”), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned agrees (i) that for the period commencing on the Effective Date (as defined in the Reorganization Plan) and ending on the six month anniversary of the Effective Date the undersigned will not offer, sell, contract to sell, grant an option to purchase, or otherwise dispose of any shares of Common Stock and (ii) that for the period commencing on the date immediately succeeding the six month anniversary of the Effective Date and ending on the 36 month anniversary of the Effective Date the undersigned will not, without the prior written consent of the Company’s Board of Directors, offer, sell, contract to sell, grant an option to purchase, or otherwise dispose of any shares of Common Stock (it being understood and agreed that such consent shall be withheld only if (in the prompt determination of the Company’s Board of Directors) any such sale, contract to sell, grant of option, or other disposition of Common Stock, after giving effect thereto, (i) would result in a material adverse tax consequence to the Company or (ii) would materially increase the likelihood of the occurrence of a material adverse tax consequence to the Company (as determined after giving effect to other sales of Common Stock occurring on or after the Effective Date and prior to the date that such determination is made, if any)). Subject to the terms and conditions hereof, the undersigned authorizes the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any shares of Common Stock and any securities convertible into, exercisable, or exchangeable for Common Stock for which the undersigned is the record holder and, in the case of any such share or securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such shares or securities.

 
This Lock-Up Agreement shall terminate upon the earlier to occur of (i) the sale (in accordance herewith) of all of the 5% Holder’s Common Stock and (ii) the 36 month anniversary of the Effective Date.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into the agreements set forth herein, and that, upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof.
This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York but without giving effect to the conflicts of laws principles thereof.

 
-2-

This Lock-Up Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Lock-Up Agreement may be executed by facsimile signatures.

	Very truly yours, 
 	
	SCUDDER HIGH YIELD SERIES -
SCUDDER HIGH YIELD FUND*

By:         /s/ Harry E. Resis, Jr.                                   
Name:  Harry E. Resis, Jr.
Title:     Vice President	
 
Accepted, Acknowledged
and Agreed:
 
National Vision, Inc.
By:       /s/ Mitchell Goodman                 
Name:  Mitchell Goodman
Title:    Sr. Vice President and General Counsel

 
*               A copy of the Agreement and/or Declaration of Trust of the referenced trust or fund (the “Fund”) is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given, and by your acceptance hereof you acknowledge, that this instrument is executed on behalf of the Fund and that the obligations of or arising out of this instrument are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.  If this instrument is executed by a Series of the Fund, you also acknowledge that the obligations of or arising out of this instrument are not binding upon the assets and property of any Series of a fund other than the Series executing this instrument.
 
-3-

 
LOCK-UP AGREEMENT
 
May 31, 2001
 
National Vision, Inc.
296 Grayson Highway
Lawrenceville, Georgia 30045
Ladies and Gentlemen:
As a five percent (5%), or greater, holder (a “5% Holder”) of common stock (the “Common Stock”) of National Vision, Inc., a Georgia corporation (the “Company”), issued under the terms of the First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed By Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the “Reorganization Plan”), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned agrees (i) that for the period commencing on the Effective Date (as defined in the Reorganization Plan) and ending on the six month anniversary of the Effective Date the undersigned will not offer, sell, contract to sell, grant an option to purchase, or otherwise dispose of any shares of Common Stock and (ii) that for the period commencing on the date immediately succeeding the six month anniversary of the Effective Date and ending on the 36 month anniversary of the Effective Date the undersigned will not, without the prior written consent of the Company’s Board of Directors, offer, sell, contract to sell, grant an option to purchase, or otherwise dispose of any shares of Common Stock (it being understood and agreed that such consent shall be withheld only if (in the prompt determination of the Company’s Board of Directors) any such sale, contract to sell, grant of option, or other disposition of Common Stock, after giving effect thereto, (i) would result in a material adverse tax consequence to the Company or (ii) would materially increase the likelihood of the occurrence of a material adverse tax consequence to the Company (as determined after giving effect to other sales of Common Stock occurring on or after the Effective Date and prior to the date that such determination is made, if any)). Subject to the terms and conditions hereof, the undersigned authorizes the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any shares of Common Stock and any securities convertible into, exercisable, or exchangeable for Common Stock for which the undersigned is the record holder and, in the case of any such share or securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such shares or securities.

 
This Lock-Up Agreement shall terminate upon the earlier to occur of (i) the sale (in accordance herewith) of all of the 5% Holder’s Common Stock and (ii) the 36 month anniversary of the Effective Date.
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into the agreements set forth herein, and that, upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof.
This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York but without giving effect to the conflicts of laws principles thereof.

-2-

This Lock-Up Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Lock-Up Agreement may be executed by facsimile signatures.

	Very truly yours, 

	U.S. BANCORP INVESTMENTS, INC.

By:        /s/ Robert G. Morrish                           
Name:   Robert G. Morrish
Title:      Executive Vice President	

Accepted, Acknowledged
and Agreed:
National Vision, Inc.
By:  /s/ Mitchell Goodman                
Name:  Mitchell Goodman
Title:  Sr. Vice President and General Counsel

 

-3-
 
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 30, 2001 incorporated by reference in National Vision, Inc.'s (formerly Vista Eyecare, Inc.) Form 10-K for the year ended December 30, 2000 and to all references to our Firm included in this registration statement.
 
/s/ Arthur Andersen LLP
 
Atlanta, Georgia
August 29, 2001
    Exhibit 5.1                                        
 
Kilpatrick Stockton LLP
 	Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com	
 
September 5, 2001	E-mail: jdavidson@kilpatrickstockton.com
Direct Dial: 404.815.6483	
National Vision, Inc.
296 Grayson Highway|
Lawrenceville, Georgia 30045
  	Re:	National Vision, Inc.
Registration Statement on Form S-3	
Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 filed by National Vision, Inc., a Georgia corporation (the "Company"), with the Securities and Exchange Commission with respect to the registration of 1,964,664 shares of common stock, $0.01 par value per share, of the Company (the "Common Stock") and an aggregate principal amount of $47,289,000 of the Company’s 12% Senior Secured Notes due 2009 (the "Notes") to be resold by certain of the Company’s shareholders to the public.
As your counsel, and in connection with the preparation of the Registration Statement, we have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock and the Notes as we deemed relevant or necessary for the opinions expressed herein. Based upon the foregoing, it is our opinion that the shares of Common Stock and the Notes to be resold by certain shareholders of the Company to the public will be, upon sale and delivery in the manner and under the terms and conditions described in the Registration Statement, validly issued, fully paid, and non-assessable, and that the Notes will be binding obligations of the Company.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto.
 
	Very truly yours,
KILPATRICK STOCKTON LLP
By:  /s/ Jan M. Davidson
      Jan M. Davidson, Partner	

NVAL									  
 
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|			
Ratio of Earnings to Fixed Charges												
												
	1996	1997	1998	1999	2000		Five months
ended
June 2, 2001
(a)				One month
ended
June 30, 2001
(a)	
												
Fixed charges:												
Interest expense	2,338	1,853	5,721	18,306 	6,902 		805				1,133 	
Amortization of fees	230	236	407	1,158 	881 		349				11 	
	2,568	2,089	6,128	19,464 	7,783 		1,154				1,144 	

Earnings:												
Pretax income from continuing operations	4,680	9,281	5,451	(17,156)	(14,136)		3,569				(711)	
Fixed charges	2,568	2,089	6,128	19,464 	7,783 		1,154				1,144 	
												
Total earnings	7,248	11,370	11,579	2,308 	(6,353)		4,723				433 	
												
Ratio of earnings to fixed charges	2.8	5.4	1.9	0.1 (b)	(0.8)(c)		4.1				0.4 (d) 	

 
 a.	Due to the Company’s emergence from Bankruptcy and implementation of "Fresh Start" accounting principles, financial statements for the reorganized company as of June 2, 2001 and for periods subsequent to June 2, 2001 will not be comparable to those of the Company for the periods prior to June 2, 2001. Although the Plan became effective on May 31, 2001, for financial reporting purposes the effective date of the Plan is considered to be June 2, 2001. The results of operations for the period from May 31, 2001 through June 2, 2001 were not material. A black line has been drawn to distinguish the reorganized company and the predecessor company prior to emergence from bankruptcy. 
 b.	For the fiscal year ended January 1, 2000, earnings were insufficient to cover fixed charges by approximately $17.2 million.  Depreciation and amortization, which are non-cash charges included in earnings, were $18.6 million for the fiscal year ended January 1, 2000. 
 c.	For the fiscal year ended December 30, 2000, earnings were insufficient to cover fixed charges by approximately $14.1 million.  Depreciation and amortization, which are non-cash charges included in earnings, were $17.5 million for the fiscal year ended December 30, 2000. 
 d.	For the period from June 2, 2001 to June 30, 2001, earnings were insufficient to cover fixed charges by approximately $711,000.  Depreciation and amortization, which are non-cash charges included in earnings, were $1.5 million for the one month period ended June 30, 2001.