SEC Info - National Vision Holdings, Inc.

i false i 0001710155 0001710155 2020-01-22 2020-01-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM i 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the securities Exchange Act of 1934

Date of Report (Date of Earliest Event reported):

i January 22, 2020

_______________________________________________________________________

i National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________

Commission file number i 001-38257



i Delaware			i 46-4841717
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

i 2435 Commerce Ave.
i Building 2200			i 30096
i Duluth	,	i Georgia	(Zip Code)
(Address of principal executive offices)

( i 770) i 822‑3600

(Registrant’s telephone number, including area code)

_______________________________________________________________________

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.42

i ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common stock, par value $0.01 per share	i EYE	i Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

National Vision, Inc. (“NVI”), a wholly-owned subsidiary of National Vision Holdings, Inc. (the “Company”), entered into Amendment 3 to the Management & Services Agreement (the “Amendment”) with Walmart, Inc. (“Walmart”), which will be effective as of January 23, 2020. The Amendment updates the terms of the Management & Services Agreement (the “MSA”) between Walmart and NVI, dated as of May 1, 2012, as amended, to (1) add five additional vision centers located in Georgia to the MSA at a mutually agreeable “go-live date” for each new center and (2) extend the current term of the MSA by six months, to February 23, 2021, and provide that the MSA will automatically renew for an additional three year term unless, no later than July 23, 2020, one party gives the other party written notice of non-renewal. All other terms and conditions of the MSA remain in effect. As a result of the Amendment, the Company will now be managing 231 vision centers within Walmart stores pursuant to the MSA.

A copy of the Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the Amendment is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.

EXHIBIT INDEX



Exhibit No.	Description
10.1	Amendment 3 to the Management and Services Agreement between Walmart, Inc. and National Vision, Inc. effective as of January 23, 2020.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.




		National Vision Holdings, Inc.

Date: January 22, 2020	By:	/s/ *Jared Brandman*
	Name:	Jared Brandman
	Title:	Senior Vice President, General Counsel and Secretary

This ‘8-K’ Filing	Date	Other Filings

	2/23/21
	7/23/20
	1/23/20	4
Filed on / For Period end:	1/22/20
	5/1/12
		List all Filings

National Vision Holdings, Inc. – ‘8-K’ for 1/22/20

On: Wednesday, 1/22/20, at 4:04pm ET · For: 1/22/20 · Accession #: 1710155-20-3 · File #: 1-38257

Previous ‘8-K’: ‘8-K’ on / for 11/7/19 · Next: ‘8-K’ on / for 2/26/20 · Latest: ‘8-K’ on / for 2/27/24 · 4 References:

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Current Report

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Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

National Vision Holdings, Inc. – ‘8-K’ for 1/22/20

On: Wednesday, 1/22/20, at 4:04pm ET · For: 1/22/20 · Accession #: 1710155-20-3 · File #: 1-38257

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents