USE OF PROCEEDS
Assuming that the offering price is $3.88 per share, which is the closing
price on the American Stock Exchange on December 14, 1999, and assuming we sell
all the shares we are offering, we will receive approximately $15.1 million
from the sale of the common stock in this offering. These amounts are net of
the estimated offering expenses of $.4 million.
We currently intend to use the net proceeds of this offering as follows:
o $3.0 million to reduce the outstanding balance of the term loan under our
credit facility which currently bears interest at the rate of 8.39% per
annum. The term loan facility is repayable in fifteen quarterly principal
installments, with the first fourteen installments repayable in accordance
with the amortization schedule set forth in the credit facility, and the
final payment of all principal amounts outstanding, due and payable on
June 1, 2004.
o $4.0 million to pay in full the $4.0 million 9% subordinated convertible
note held by Marlin Capital, L.P. which is due and payable on August 13,
2002. See "Certain Relationships and Related Transactions"
o $8.1 million for the expansion of our laser correction and professional
services division, additional e-commerce applications and for working
capital and general corporate purposes. Until we apply the net proceeds
for those purposes, we will apply the net proceeds to temporarily reduce
the outstanding balance of the revolving portion of debt under our credit
facility, which currently bears interest at the rate of 8.39% per annum.
The revolving portion of the credit facility is due in full on June 1,
If we sell less than all the shares we are offering, the proceeds will be
applied in the priority indicated above.
The first $3,000,000 of net proceeds from the sale of common stock is
required to be paid to the lenders pursuant to the terms of our credit
facility. We are required to redeem the $4,000,000 note issued to Marlin
Capital (if not converted) at the redemption price, to the extent that we raise
net proceeds from this offering in an amount in excess of $3,000,000.
The proceeds of our credit facility were used to pay indebtedness of
PrimeVision Health and OptiCare Eye Health Centers and to fund our business
operations. The proceeds of the subordinated convertible note were used in
connection with the mergers among PrimeVision Health, OptiCare Eye Health
Centers and Saratoga. See "Certain Indebtedness."
Subject to the terms of our credit facility, we are permitted to
"re-borrow" the amount that we apply to reduction of the revolving portion of
debt under our credit facility until June 1, 2004.
We regularly review opportunities to further our business strategy through
strategic acquisitions of businesses that we believe are complementary to our
current and planned operations. We, however, have no present commitments or
agreements with respect to any particular acquisition. See "Business -- Growth
The foregoing information represents our best belief of our use of the
proceeds of this offering based upon our current plans. Actual expenditures may
vary substantially from the intended uses described above. We may find it
necessary or advisable to use portions of the proceeds of this offering for