UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~December~~January 30, ~~2013~~2014

~~Costa~~COSTA ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Rhode Island	001-6720	05-0126220
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

Rhode Island

(State or other jurisdiction

of incorporation)

1-6720

(Commission File

Number)

05-0126220

(IRS Employer

Identification No.)

24 Albion Road, Lincoln, ~~Rhode~~RI ~~Island~~02865 (Address of principal executive offices) 02865 (Zip Code)

(~~Address,~~Registrant’s ~~including~~telephone ~~Zip Code~~number, ofincluding ~~Principal~~area ~~Executive Offices~~code): (401) 335-3400

Registrant’s telephone number, including area code: (401) 335-3400

_______________________________________________

(Former name or former address, if changed since last report.)

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:

⃞o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ⃞o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ⃞o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ ~~8.01. Other~~Soliciting ~~Events~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~December~~Pre-commencement ~~30,~~communications ~~2013,~~pursuant ~~Costa~~to ~~Inc.~~Rule 14d-2(~~the “Company”~~b) ~~issued~~under a press release announcing that its shareholders will vote on its previously-announced merger agreement with a subsidiary of Essilor International SA at a special meeting scheduled for January 30, 2014. Details concerning the ~~merger~~Exchange ~~agreement~~Act ~~and~~(17 ~~related~~CFR ~~merger as well as the special meeting are set forth in the definitive proxy statement mailed to the Company shareholders in connection with the meeting~~240.14d-2(b))

~~The~~¨ ~~Company~~Pre-commencement ~~also~~communications ~~announced~~pursuant ~~that~~to ~~the~~Rule ~~review period~~ 13e-4(~~the “HSR Waiting Period”~~c) under the ~~Hart-Scott-Rodino~~Exchange ~~Antitrust Improvements~~ Act of(17 ~~1976,~~CFR ~~as amended, for the proposed merger, has expired as of 11:59 p~~240.~~m. on December 27, 2013.~~13e-4(c))

~~Expiration~~Item of5.07 ~~the~~Submission ~~HSR Waiting Period satisfies one~~ of ~~the~~Matters ~~conditions~~ to ~~the~~a ~~closing~~Vote of ~~the~~Security ~~proposed merger~~Holders.

~~Completion~~On January 30, 2014, Costa Inc. (the “Company”) held a special meeting of shareholders (the ~~proposed~~“Special ~~merger~~Meeting”) ~~remains~~to ~~subject~~consider certain proposals related to ~~approval~~the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 7, 2013, by and among the Company’s, ~~shareholders~~Essilor International SA, a French société anonyme (“Essilor”), and ~~satisfaction~~GWH orAcquisition ~~waiver~~Sub Inc., a Rhode Island corporation and indirect wholly owned subsidiary of ~~certain~~Essilor (“Merger Sub”), which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Essilor.

AAs ~~copy~~of the close of business on December 17, 2013, the ~~press~~record ~~release~~date isfor ~~attached~~the ~~hereto~~Special asMeeting, ~~Exhibit~~there ~~99.~~were 11,389,860 shares of Class A common stock, par value $1.00 per share (“Class A”), and is1,804,800 ~~incorporated~~shares ~~herein~~of byClass ~~reference~~B common stock, par value $1.00 per share (“Class B”).

~~Additional~~At ~~Information~~the Special Meeting at which a quorum was present, the following proposals were approved by the Company’s shareholders by the requisite vote. The Class A and ~~Where~~Class toB ~~Find~~shareholders, Itvoting together as a single class, approved such proposals in the following manner:

This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company filed a definitive proxy statement with the Securities and Exchange Commission (~~the “SEC”~~1) onThe ~~December~~proposal ~~20,~~to ~~2013~~approve and ~~mailed~~adopt ~~or otherwise provided to its shareholders other relevant materials (including~~ the ~~definitive~~Merger ~~proxy statement). BEFORE MAKING ANY VOTING DECISION~~Agreement, ~~THE~~including COMPANY’S SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders may obtain a free copy of the ~~definitive~~Merger ~~proxy statement~~ and ~~other documents that~~ the ~~Company files with the SEC from the SEC’s website at www.sec.gov and the Company’s website at www.costabrands.com. In addition, the definitive proxy statement and~~ other ~~documents~~transactions ~~filed~~contemplated ~~by the Company with the SEC may be obtained from the Company free of charge by directing a request to Costa Inc~~thereby.~~, Attn: Corporate Secretary, 24 Albion Road, Suite 330, Lincoln, Rhode Island, (401) 335-3925.~~

Participants in Solicitation

	For		Against		Abstentions
	10,599,494		568,069		135,316

(2) The ~~Company~~proposal ~~and~~to ~~its~~approve, ~~directors~~by ~~and~~a ~~executive~~non-binding ~~officers~~advisory ~~and~~vote, certain ~~other~~compensation ~~members~~arrangements ofpayable ~~management may be deemed, under SEC rules,~~ to ~~be participants in~~ the ~~solicitation of proxies in connection with the proposed merger. Information concerning such participants is set forth in the definitive proxy statement for the~~ Company’s ~~special~~named ~~meeting~~executive ofofficers ~~shareholders,~~in ~~which~~connection ~~was filed~~ with the ~~SEC~~consummation onof ~~Schedule 14A on December 20, 2013. The Company’s press releases and other information about~~ the ~~Company are available at the Company’s website at www~~Merger.~~costabrands.com.~~

	For		Against		Abstentions
	6,595,821		4,178,519		528,539

(3)	The proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement.

	For		Against		Abstentions
	10,257,095		905,456		140,328

In addition, the Class B shareholders (1,804,800 shares) voted, as a separate class, 100% “FOR” each of foregoing proposals. For more information on each of these proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 20, 2013.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Costa Inc. Press Release issued December 30, 2013

SIGNATURES

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

Date: December 30, 2013	COSTA INC.
Date: January 30, 2014	COSTA INC.
	By:	/s/ Tina C. Benik
		Name:	Tina C. Benik
		Title:	General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Costa Inc. Press Release issued December 30, 2013

Filing Compare · COSTA INC