Large
accelerated filer __
|
Accelerated
filer __
|
Non-accelerated
filer ___
|
Smaller
reporting company X
|
Title
of Securities
To
Be
Registered
|
Amount
To
Be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
Common
Stock, par value $.01
per
share
|
7,208,220
|
$0.03
|
$216,246.60
|
$15.42
|
(1)
|
This
Registration Statement covers 7,208,220 shares of Common Stock issuable to
Christopher G. Payan pursuant to that certain Non-Qualified Stock Option
Agreement, dated as of December 29, 2004, by and between Emerging Vision,
Inc., a New York corporation (the “Registrant”) and Christopher G. Payan,
as amended by that certain Amendment to Non-Qualified Stock Option
Agreement and Acknowledgement of Rescission by and between the Registrant
and Christopher G. Payan (collectively, the “Option Agreement”), pursuant
to the Sterling Vision, Inc. 1995 Stock Incentive
Plan.
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) and Rule 457(h)(i) of the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices of the
Registrant’s shares of Common Stock on July 28, 2010, as reported by The
OTC Bulletin Board.
|
(j)
|
The
description of the Registrant's Common Stock, par value $.01 per share,
contained in the Registrant's Registration Statement on Form 8-A dated
December 5, 1995, as amended by Form 8-A/A dated December 13, 1995, filed
pursuant to Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such
description.
|
5
|
Opinion of Certilman Balin Adler & Hyman LLP as to the legality of the
Common Shares reserved for issuance under the Registrant’s 1995 Stock
Incentive Plan
|
/s/Glenn
Spina Chief
Executive Officer and
Director July
29, 2010
|
Glenn
Spina
|
/s/Brian P.
Alessi Chief
Financial Officer and
Treasurer July
29, 2010
|
Brian
P. Alessi
|
/s/Dr. Alan
Cohen Director July
29, 2010
|
Dr.
Alan Cohen
|
/s/Joel L.
Gold Director July
29, 2010
|
Joel
L. Gold
|
/s/Seymour G.
Siegel Director July
29, 2010
|
Seymour
G. Siegel
|
/s/Joseph
Silver Director July
29, 2010
|
Joseph
Silver
|
/s/Jeffrey
Kolton Director July
29, 2010
|
Jeffrey
Kolton
|