As filed with the Securities and Exchange Commission on October 13, 2006

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Vision-Ease Lens Corporation

(Exact name of registrant as specified in its charter)

Delaware	3851	76-0837747
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

7000 Sunwood Drive NW
Ramsey, Minnesota 55303
Telephone: (763) 506-9000

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

Douglas C. Hepper
Vision-Ease Lens Corporation
7000 Sunwood Drive NW
Ramsey, Minnesota 55303
Telephone: (763) 506-9000

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:

Ronald J. Lieberman	Timothy A. Mack	R. Cabell Morris Jr.
Hunton & Williams LLP	Hunton & Williams LLP	Winston & Strawn LLP
Bank of America Plaza, Suite 4100	Energy Plaza, 30th Floor	35 W. Wacker Drive
600 Peachtree Street, N.E.	1601 Bryan Street	Chicago, Illinois 60601-9703
Atlanta, Georgia 30308-2216	Dallas, Texas 75201-3400	Telephone: (312) 558-5600
Telephone: (404) 888-4000	Telephone: (214) 979-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered				Proposed Maximum Aggregate Offering Price(1)(2)				Amount of Registration Fee
Common Stock, par value $0.01 per share				$86,250,000				$9,228.75

(1) Includes shares that may be purchased by the underwriters upon exercise of their option to purchase additional shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

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 of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated October 13, 2006

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Prospectus

Shares

Common stock

This is an initial public offering of common stock by Vision-Ease Lens Corporation. We are selling shares of our common stock, and the selling stockholders identified in this prospectus are selling an additional shares. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. The estimated initial public offering price is between $ and $ per share.

Prior to this offering, there has been no public market for our common stock. We intend to list our common stock on The Nasdaq Global Market under the symbol “VELS.”

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$
Proceeds to selling stockholders, before expenses	$	$

We and the selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an aggregate of additional shares of our common stock on the same terms and conditions set forth above to cover overallotments, if any.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock to investors on or about , 2006.

JPMorgan

Sole Book-Running Manager

William Blair & Company

BMO Capital Markets

Robert W. Baird & Co.

, 2006.

Table of contents

		Page
Prospectus summary		1
Risk factors		14
Forward-looking statements		28
Our corporate history		28
Use of proceeds		29
Dividend policy		30
Capitalization		31
Dilution		32
Unaudited pro forma condensed consolidated financial data		34
Selected consolidated financial data		38
Management’s discussion and analysis of financial condition and results of operations		42
Business		61
Management		77
Principal and selling stockholders		91
Certain relationships and related party transactions		93
Description of capital stock		95
Description of certain debt		100
Shares eligible for future sale		102
Certain U.S. tax consequences to non U.S. holders of common stock		104
Underwriting		108
Validity of the common stock		111
Experts		111
Where you can find more information		111
Index to consolidated financial statements		F-1

Trademarks and trade names

Trademarks and trade names used in this prospectus are the property of their respective owners. We have utilized the ® symbol the first time each brand appears in this prospectus.

Market data

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position within these markets, are based upon independent industry publications, information published by industry participants and estimates based on our knowledge of, and experience in, the markets in which we operate. Our estimates have been based on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. While we believe this data to be accurate as of the date of this prospectus, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey of market size. As a result, you should be aware that market share and other similar data set forth in this prospectus, and estimates and beliefs based on such data, may not be reliable. None of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request and we have not sought or obtained the consent from any of these sources to include such market data in this prospectus.

Prospectus summary

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk factors” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Unless otherwise specified and as the context requires, references to “Vision-Ease,” “the company,” “we,” “us” and “our” refer to (i) Insight Equity A.P. X, LP, a Texas limited partnership, for periods from November 1, 2004 until completion of the merger of that entity into the registrant, Vision-Ease Lens Corporation, a Delaware corporation, which merger will occur immediately prior to completion of this offering as described elsewhere in this prospectus, (ii) Vision-Ease Lens Corporation, a Delaware corporation, as of and after the completion of the merger of Insight Equity A.P. X, LP into the registrant and (iii) our predecessor for periods prior to November 1, 2004, which had been a subsidiary of BMC Industries, Inc., a Minnesota corporation, together in each case with our consolidated subsidiaries. Unless otherwise described, all industry data contained in this prospectus was obtained from Vision Council of America, or VCA, an industry trade group.

Our business

We are a technology focused designer, manufacturer and distributor of polycarbonate prescription lenses and lens treatments for the global spectacle lens market. As a leading innovator in our industry, we were among the first to develop and commercialize prescription polycarbonate lenses and are a leading manufacturer of these lenses in the world. Polycarbonate lens sales grew at a compounded annual growth rate of 20.2% in the United States between 2001 and 2005 and comprised 43.6% of the market in 2005, making polycarbonate the fastest growing material widely used in the U.S. prescription spectacle lens market. Polycarbonate lenses offer higher impact resistance, lighter weight, inherent ultraviolet filtering and increased durability as compared to conventional plastic or glass lenses. Sales of polycarbonate lenses accounted for approximately 79.2% of our revenues in 2005 and approximately 85.7% of our revenues during the six months ended June 30, 2006. Our complete product offerings include a broad line of our manufactured polycarbonate and glass prescription lenses, along with plastic prescription lenses that we distribute. We manufacture lenses for each primary corrective lens design in use today, namely single-vision, multifocal and progressive lenses.

We believe that we produce some of the most advanced products on the market today and we focus our product development on materials, corrective lens designs and treatments that we consider to be highly innovative and within the fastest growing market segments. We have leveraged our strong technology development platform and polycarbonate expertise to become leaders in high-end lens treatments such as polarized lenses, which block ultraviolet rays and reduce glare for the user. Polarized lens volume grew at a compounded annual growth rate of 20.3% in the United States between 2003 and 2005 and comprised 6.0% of all lenses sold in 2005. We believe we were among the first companies to introduce prescription polarized spectacle lenses made of polycarbonate and that we retain a leading position in this segment of the market.

Building on our research and development expertise, we recently invented a patented film technology for photochromic polycarbonate lenses, which darken when they are exposed to ultraviolet rays and remain clear in other light. Photochromic spectacle lens sales grew at a compounded annual growth rate of 13.8% in the United States between 2001 and 2005 and comprised 42.5% of all sales in 2005. We first launched LifeRx, our photochromic product line, on a limited basis to select customers in July of 2005. In December 2005, an independent laboratory validated our photochromic technology by confirming certain superior performance characteristics of our new lenses relative to other major brands on the market and by February of 2006, we had launched our full product line industry-wide. We have experienced strong interest in our new photochromic products across our customer base, including from LensCrafters®, a subsidiary of Luxottica Group®, which replaced competitive products they had been distributing with our new line.

We consider our value-added offerings to be our photochromic, polarized and progressive lenses, which together accounted for 50.4% of our revenues during 2005 and 59.3% of our revenues during the six months ended June 30, 2006. In addition, by most industry standards, 86.8% of our revenues during the six months ended June 30, 2006 were derived from value-added products, including polycarbonate lenses and lenses with scratch-resistant, anti-reflective, polarized and photochromic treatments.

We manufacture new products as well as complex polycarbonate products at our manufacturing facility located in Ramsey, Minnesota, and standard polycarbonate and glass products in our low cost manufacturing facility in Jakarta, Indonesia. We believe that our manufacturing strategy enables us to maximize quality, produce innovative new products, maintain very high order fill rates and safeguard our key intellectual property, all while driving improvements in cost efficiency and margins.

We primarily market and sell our lenses in the United States, Latin America and Europe and we are pursuing long-term growth opportunities in Asia-Pacific driven by attractive demographics with increasing access to vision care. Within our existing markets, we have long-standing customer relationships with leading specialty retailers, mass merchants, independent eye doctors and wholesale laboratories. We have been recognized for excellence by both LensCrafters and Wal-Mart®, the largest optical specialty retailer and the largest mass merchant in the United States, respectively.

Industry overview

The size of the U.S. retail vision care market, consisting of spectacle frames and lenses, contact lenses, examinations, and over-the-counter reading glasses, was approximately $22.3 billion in 2005. The retail spectacle lens segment represented 34.0% or $7.6 billion of the U.S. retail vision care market. The size of the U.S. spectacle lens manufacturing market was approximately $1 billion in 2005. The U.S. lens manufacturing industry grew annually at a compounded annual growth rate of approximately 5.2% between 2001 and 2005, led by 20.2% compounded annual growth in polycarbonate lenses, 13.8% compounded annual growth in photochromic lenses and 8.2% compounded annual growth in progressive lenses. Based on our internal estimates, we believe the size of the global spectacle lens manufacturing market was approximately $3 billion in 2005.

Lens materials, treatments and corrective lens designs

There are three principal materials used in producing spectacle lenses:

· Polycarbonate. Polycarbonate, accounting for approximately 43.6% of the U.S. market in 2005, is the fastest growing material widely used in the U.S. spectacle lens market because it inherently blocks ultraviolet light and offers higher impact resistance, lighter weight and increased durability as compared to conventional plastic or glass.

· Plastic. Plastic, accounting for approximately 54.8% of the U.S. market in 2005, has been losing market share as demand has shifted to polycarbonate in the United States during recent years. The most commonly used plastic is traditional hard resin plastic, which we refer to as conventional plastic.

· Glass. Glass, accounting for approximately 1.7% of the U.S. market in 2005, was historically the predominant manufacturing material for spectacle lenses, but has been largely displaced in many developed countries as the risks associated with the shattering of glass and its relatively heavy weight and thickness have negatively impacted its use.

There are four primary lens treatments that can be applied to spectacle lenses:

· Photochromic. This treatment creates a clear lens indoors that darkens when exposed to the sun’s ultraviolet rays, adjusting the level of tint depending on the intensity of the sunlight.

· Polarized. This treatment creates a sunglass lens that reduces glare.

· Anti-reflective. This treatment reduces glare emanating from the surface of the lens by increasing the amount of light passing through the lens.

· Scratch-resistant. This treatment increases the resistance of the lens to scratching.

Spectacle lenses are also differentiated by three primary vision correction designs:

· Single-vision lenses. These lenses have a constant corrective power and are used to correct single refractive vision problems, including myopia (nearsightedness) and hyperopia (farsightedness).

· Multifocal lenses. These lenses have more than one corrective power and are used to correct multiple refractive vision problems, including presbyopia, a natural aging vision disorder affecting most people over the age of 45.

· Progressive lenses. These lenses also have more than one corrective power but they transition the corrective power from the top to the bottom of the lens and are a popular treatment for presbyopia.

Key trends affecting the global spectacle lens market:

There are several key trends driving and sustaining growth in the global spectacle lens market:

Lens technology development. Over the past two decades, the global lens industry has benefited from significant technological advances in lens quality due to improved design and manufacturing processes, as well as more advanced materials and innovative lens treatments.

These advances have created the fastest growing segments today, namely polycarbonate, photochromic, polarized, and progressive lenses.

Shift to polycarbonate from glass and conventional plastic. We believe the market share of polycarbonate lenses will continue to increase as demand shifts away from glass and conventional plastic lenses to this more durable, lightweight and impact resistant alternative that inherently blocks ultraviolet light. We believe that the penetration of polycarbonate lenses experienced in the United States over the past decade will be replicated over time in other markets globally, particularly in Asia-Pacific and Latin America.

Retail growth and strategies. According to Jobson Optical Research, an industry research firm, as a result of significant consolidation in our industry, large and growing specialty retailers and mass merchants have emerged as a primary source of spectacle lenses for the U.S. consumer. These integrated companies can realize high margins from the sale of spectacle lenses and utilize sophisticated marketing strategies to drive increased eye exam volume and the purchasing of multiple pairs of frames, directly benefiting lens manufacturers.

Favorable demographics and global vision correction penetration. We believe the following factors positively influence our industry:

· according to the U.S. Census Bureau, the number of people in the United States over the age of 45 is expected to grow by 14 million between 2004 and 2010, which is at a rate more than double the average growth rate of the total U.S. population;

· spectacle lens usage in the United States increases from 54% for people ages 35 to 44 to 83% for people over the age of 55; and

· several participants in our industry have estimated that approximately two-thirds of the world’s population need vision correction and that only approximately one-fifth of the population in Asia-Pacific and Latin America currently wear spectacle lenses.

Significant barriers to entry. While a number of new competitors have attempted to enter the lens manufacturing industry over time, only a small number of manufacturers have remained as a result of many factors, including high industry barriers to entry, such as:

· specialized technology design, development and manufacturing expertise;

· proprietary intellectual property, including patents and know-how;

· access to distribution channels; and

· established reputations for product quality, innovation and service.

Alternative vision correction treatments. Though vision care alternatives exist, including contact lenses, intraocular lenses and laser surgery, we believe these alternatives have not had a material impact on the spectacle lens market for the following reasons:

· we believe contact lens patients, which represented 8.4% of the U.S. vision care retail market revenues in 2005, almost always also own at least one pair of spectacles to use during times when they are not wearing contact lenses;

· the number of laser surgery procedures, which represented 7.8% of the U.S. vision care retail market revenues in 2005, has not grown as expected for several years, has been undertaken by a relatively small number of those who seek corrective treatment and remains a relatively minor part of the vision care market relative to traditional treatments given its high cost, safety concerns and inability to treat presbyopia; and

· refractive and intraocular lenses represent a very small portion of the overall market as they have been primarily limited to patients with severe refractive errors given the high cost, safety concerns, and limited approval from the U.S. Food and Drug Administration.

Our competitive advantages

We have developed a broad range of capabilities that we believe provide us with significant competitive advantages, including:

Technological leadership. We believe that we produce some of the most advanced products on the market today and we focus our product development on materials, designs and treatments that we consider to be highly innovative and within the fastest growing market segments. Our research and development team has been responsible for generating over 47 U.S. registered patents, 14 U.S. pending patents, 9 granted international patents, 21 international pending patents and a substantial amount of intellectual property consisting of trade secrets and manufacturing know-how.

Leading manufacturer of polycarbonate lenses. We were among the first to develop and commercialize prescription polycarbonate lenses and are currently a leading manufacturer in this market. Sales of polycarbonate lenses accounted for 79.2% of our revenues in 2005 and 85.7% of our revenues during the six months ended June 30, 2006. We anticipate that polycarbonate will continue to gain market share from both conventional plastic and glass lenses in the United States and abroad.

Value-added product expertise. Our strong research and development platform and polycarbonate expertise has enabled us to become a leading developer and provider of value-added spectacle lens products. We believe the quality and breadth of our value-added offerings enables us to strengthen relationships with existing customers and attract new customers at the same time.

Combination of low cost and complex manufacturing capabilities. We manufacture new products and complex polycarbonate products at our manufacturing facility located in Ramsey, Minnesota, and standard polycarbonate and glass products in our low cost manufacturing facility located in Jakarta, Indonesia. We believe our combination of manufacturing capabilities enables us to maximize quality, produce innovative new products, maintain very high order fill rates and safeguard our key intellectual property, all while driving improvements in cost efficiency and margins.

Long-standing customer relationships. Capitalizing on our over 75 years in our industry, we have established long-standing customer relationships with large and growing specialty retailers and mass merchants as well as independent eye doctors and wholesale laboratories. Based upon customer surveys and feedback, we believe that we have developed a reputation for quality products, innovation and outstanding service that serves as a competitive advantage. For example, we were named Supplier of the Year for both 2003 and 2004 by Luxottica Group, the

parent company of LensCrafters. Wal-Mart’s Specialty Group also awarded us their outstanding Supplier/Partner award for the first quarter of 2004.

Strength in growing U.S. markets. The U.S. market is characterized by an advanced medical infrastructure, a high standard of living, an educated consumer public that is receptive to improved corrective lens designs, materials and treatments and a fully developed distribution channel. We believe we hold a leading position in the U.S. polycarbonate, polarized and photochromic lens market.

Our strategy

Our objective is to continue to grow our business by focusing on further value-added product development, expanding our sales efforts, improving operating efficiencies and enhancing our position as a leading provider of prescription spectacle lenses through strategies that include:

Leverage strength in technology. Product development is a cornerstone of our growth strategy as exemplified by our recent introduction of our photochromic product line and our polycarbonate expertise. We are well positioned today in several of the industry’s fastest growing and technologically demanding segments, including polycarbonate lenses with polarized and photochromic treatments, and we intend to continue to expand our technology development platform.

Leverage existing specialty retail and mass merchant channel relationships. Specialty retailers and mass merchants, such as LensCrafters and Wal-Mart, represent the fastest growing distribution channels in our industry. Our long-standing relationships and strong reputation with leading retailers, as well as our differentiated product offerings, provide significant opportunities for further expansion within this channel.

Implement manufacturing efficiency initiatives. We intend to invest in additional capital improvements at our Ramsey and Jakarta manufacturing facilities to increase capacity and improve operating efficiencies. As is the case with many launches of complex new products, we

devoted significant manufacturing resources to the introduction of our photochromic product line in 2005. We anticipate streamlining our manufacturing process for this product line over time and we expect to realize increased efficiencies throughout our manufacturing operations with improved margins across our product lines.

Our corporate history and information

Prior to November 2004, our predecessor, whose financial information is presented in this prospectus, operated as a wholly-owned subsidiary of BMC Industries, Inc., a Minnesota corporation, or BMC Industries. Due to a variety of factors, including the rapid deterioration of BMC Industries’ North American television component manufacturing operations and the effects of a 1998 acquisition of a lens manufacturing company in Azusa, California that was closed in 2002, both BMC Industries and our predecessor filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in June 2004. In November 2004, our equity sponsors, namely Insight Equity Vision Partners, L.P., or Insight Equity, and Rosewood Vision Corporation, or Rosewood, purchased substantially all of the assets of our predecessor’s lens manufacturing, design and distribution operations from BMC Industries in a bankruptcy court supervised auction sale process.

Since November 2004, we have operated through a Texas limited partnership, namely Insight Equity A.P. X, LP and its consolidated subsidiaries. On or immediately prior to the closing of this offering, we will complete a merger in order to have Vision-Ease Lens Corporation succeed to the business of Insight Equity A.P. X, LP and its consolidated subsidiaries and to have our limited and general partners become stockholders of Vision-Ease Lens Corporation. As a limited partnership, we were generally not subject to income taxation. Following the merger of the limited partnership into a Delaware corporation, we will be subject to corporate level income tax.

Our principal executive offices are located at 7000 Sunwood Drive NW, Ramsey, Minnesota 55303. The telephone number for our principal executive offices is (763) 506-9000. Our Internet address is www.vision-ease.com. This Internet address is provided for informational purposes only. The information at this Internet address is not a part of this prospectus.

The offering

Common stock offered

Common stock offered by Vision-Ease		shares
Common stock offered by the selling stockholders		shares
Total offered hereby		shares
Common stock to be outstanding after this offering		shares

Use of proceeds

We intend to use the proceeds we receive from this offering as follows:

· $ to repay our Term B loans with ORIX Finance Corp.;

· $ to redeem Rosewood’s Class A-1 Preferred Partnership Rights;

· $ to terminate our management agreement with Insight Equity; and

· $ to pay down our revolving line of credit under our Revolving Credit, Term Loan and Security Agreement, or the Senior Credit Facility, with a group of lenders for whom PNC Bank, National Association, or PNC Bank, acts as agent. Our revolving line of credit under the Senior Credit Facility provides for a $25.0 million revolving line of credit that terminates December 1, 2008 and had an outstanding balance of $17.5 million as of June 30, 2006.

We will not receive any of the proceeds from sales of common stock by the selling stockholders in this offering. Pending the uses described herein, we intend to invest the net proceeds of this offering in short-term, interest bearing, investment grade securities.

Proposed Nasdaq global market symbol

We intend to apply to have our common stock listed on The Nasdaq Global Market under the trading symbol “VELS.”

Risk factors

You should carefully read and consider the information set forth under “Risk factors” and all other information set forth in this prospectus before investing in our common stock.

Certain relationships and related transactions

Please read “Certain relationships and related party transactions” for a discussion of business relationships between us and related parties.

Other information about this prospectus

Unless otherwise noted, the number of shares of our common stock to be outstanding after this offering excludes shares reserved for future issuance under our 2006 Equity Incentive Plan. See “Management—Benefit plans—2006 Equity Incentive Plan.”

Unless otherwise noted, the information in this prospectus assumes:

· no exercise of the underwriters’ over-allotment option;

· an initial public offering price of $ per share (which is the mid-point of the range set forth on the front cover of this prospectus); and

· the completion of our merger into a Delaware corporation, as described under “Our corporate history and information.”

Summary historical consolidated financial data

The table below sets forth our summary historical consolidated financial data. The summary historical consolidated financial data as of December 31, 2005 and 2004, for the year ended December 31, 2005 and for the period November 1, 2004 through December 31, 2004 are derived from our audited consolidated financial statements and related notes found elsewhere in this prospectus. The summary historical consolidated financial data as of June 30, 2006 and for the six months ended June 30, 2006 and 2005 are derived from our unaudited condensed consolidated financial statements and related notes found elsewhere in this prospectus. The summary historical consolidated financial data for the period January 1, 2004 through October 31, 2004 and the year ended December 31, 2003 are derived from the audited consolidated financial statements and related notes of our predecessor found elsewhere in this prospectus. The summary historical consolidated financial position data as of December 31, 2003 are derived from the audited consolidated financial statements and related notes of our predecessor not included in this prospectus. In order to facilitate comparisons with full year operating results, we have also presented the 2004 results of operations for our predecessor and our company on a combined basis, which is a non-GAAP measure and is the mathematical addition of the results of operations for the ten months ended October 31, 2004 and the two months ended December 31, 2004. We believe providing combined operating results for the full twelve months ended December 31, 2004 provides the most practical way to compare year-to-year results of operations. See “Management’s discussion and analysis of financial condition and results of operation” for further information regarding the comparability of the financial information of our predecessor company prior to November 1, 2004 to our financial information beginning on November 1, 2004.

Summary historical consolidated financial data (Continued)

The following information is qualified by reference to and should be read in conjunction with “Capitalization,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our and our predecessor’s consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our and our predecessor’s historical and our combined financial data may not be indicative of our results of future operations.

									Successor				Combined								Predecessor
	For the six months ended June 30,				For the year ended December 31,				For the two months ended December 31,				For the twelve months ended December 31,				For the ten months ended October 31,				For the year ended December 31,
(in thousands)	2006		2005		2005				2004				2004				2004				2003
					(As restated)(1)				(As restated)(1)
Statement of operations data:
Revenues	$	53,295	$	49,406		$	95,754			$	13,341			$	86,296			$	72,955			$	102,696
Cost of products sold	32,700		33,153			65,011				9,330				69,546				60,216				85,484
Gross margin	20,595		16,253			30,743				4,011				16,750				12,739				17,212
Operating expenses:
Research and development	1,140		714			1,664				344				2,361				2,017				2,806
Selling and marketing	7,964		7,289			14,204				1,963				13,310				11,347				14,641
General and administrative(2)	4,252		4,436			8,608				902				11,846				10,944				7,567
Other expense (income)(3)	143		11			123				24				(651		)		(675		)		(90		)
Impairment of long-lived assets(4)	—		—			—				—				5,844				5,844				2,592
Total operating expenses	13,499		12,450			24,599				3,233				32,710				29,477				27,516
Income (Loss) from operations	7,096		3,803			6,144				778				(15,960		)		(16,738		)		(10,304		)
Interest expense	3,306		2,565			5,354				922				922				—				22
Loss related to refinancing(5)	—		—			1,579				—				—				—				—
Increase in fair value of warrant put option(6)	606		99			2,011				—				—				—				—
Income (loss) before income taxes and loss from discontinued operations	3,184		1,139			(2,800		)		(144		)		(16,882		)		(16,738		)		(10,326		)
Income tax expense (benefit)	413		556			1,162				106				(1,604		)		(1,710		)		(52		)
Income (loss) before loss from discontinued operations	2,771		583			(3,962		)		(250		)		(15,278		)		(15,028		)		(10,274		)
Loss from discontinued operations(7)	—		—			—				—				—				—				4,175
Net income (loss)	$	2,771	$	583		$	(3,962	)		$	(250	)		$	(15,278	)		$	(15,028	)		$	(14,449	)
Other financial data:
Adjusted EBITDA(8)(9)	$	11,530	$	7,448		$	13,571			$	1,909			$	2,383			$	474			$	887

(1) See Note 4 to the consolidated financial statements for further information regarding our restatement.

(2) In the ten months ended October 31, 2004, our predecessor incurred $5.0 million in bankruptcy-related costs.

(3) Our predecessor recorded a gain of $677 on the sale of a previously impaired building.

Summary historical consolidated financial data (Continued)

(4) In connection with our predecessor’s sale of its optical lens business an expense of $5,844 was recorded pursuant to SFAS No. 144. In the second quarter of 2003, our predecessor reclassified its Azusa, California property to assets held for sale. The Optical Products facility located on the property was closed in May 2002 and listed for sale. However, the property had not been reclassified in previous periods because our predecessor previously did not expect to be able to dispose of the property within one year and had not yet received any offers for the property. During the quarter ended June 30, 2003, the asset was written down to its fair value, in accordance with SFAS No. 144, based on market valuations received and offers to buy the property during the quarter. A write-down of $2,592 is included in impairment of long-lived assets in our predecessor’s consolidated statement of operations to recognize the facility’s fair value at $4,410 at June 30, 2003. Our predecessor suspended depreciation on this asset in accordance with SFAS No. 144. In October 2003, one of the Azusa buildings was sold for net proceeds of $1,671, further reducing the carrying value of the assets held for sale to $2,739 at December 31, 2003.

(5) We refinanced our indebtedness in December 2005, resulting in the accelerated write-off of finance costs that were previously capitalized.

(6) Certain of our prior lenders hold warrants that remain outstanding and which allow the warrant holders to require us to repurchase the warrants at fair value. The increase in fair value of these warrants is included in the consolidated statement of operations.

(7) In connection with our predecessor’s restructuring process, in accordance with SFAS No. 144, expense of approximately $1,832 was recorded in June 2003. In October 2003, our predecessor ceased financial and management support of our fully owned French subsidiary, Vision-Ease SAS. Vision-Ease SAS subsequently filed for insolvency with the French courts, which relinquished our predecessor’s control over Vision-Ease SAS as of November 5, 2003. Consequently, in the fourth quarter of 2003, our predecessor wrote off our remaining investment in Vision-Ease SAS, which was not material.

(8) To supplement our financial statements presented under generally accepted accounting principles, or GAAP, throughout this prospectus we reference Adjusted EBITDA to measure operating performance. Adjusted EBITDA represents net income (loss) before bankruptcy costs, impairment of long-lived assets, other expense (income ), interest expense, change in fair value of warrant put option, loss related to refinancing, income tax expense (benefit), depreciation and amortization and loss from discontinued operations. We believe that Adjusted EBITDA is useful in evaluating our operating performance because:

· it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry;

· it is used for management internal planning purposes, including aspects of our consolidated operating budget and capital expenditures; and

· it is used for determining certain management compensation targets and thresholds.

As a result, we believe that the presentation of Adjusted EBITDA provides important additional information to investors. Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income (loss) as a measure of operating performance. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

· it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

· it does not reflect changes in, or cash requirements for, working capital;

· it does not reflect significant interest expense, or the cash requirement to service interest or principal payments on our Senior Credit Facility;

· it does not reflect payment made or future requirements for income taxes;

· although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and

· because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures for other companies.

(9) The following table presents a reconciliation of net income (loss) to Adjusted EBITDA:

Summary historical consolidated financial data (Continued)

									Successor				Combined								Predecessor
	For the six months ended June 30,				For the year ended December 31,				For the two months ended December 31,				For the twelve months ended December 31,				For the ten months ended October 31,				For the year ended December 31,
(in thousands)	2006		2005		2005				2004				2004				2004				2003
					(As restated)(1)				(As restated)(1)
Net income (loss)	$	2,771	$	583		$	(3,962	)		$	(250	)		$	(15,278	)		$	(15,028	)		$	(14,449	)
Adjustments:
Bankruptcy costs	—		—			—				—				4,989				4,989				—
Impairment of long-lived assets	—		—			—				—				5,844				5,844				2,592
Loss from discontinued operations	—		—			—				—				—				—				4,175
Other expense (income)	143		11			123				24				(651		)		(675		)		(90		)
Interest expense	3,306		2,565			5,354				922				922				—				22
Increase in fair value of warrant put option	606		99			2,011				—				—				—				—
Loss related to refinancing	—		—			1,579				—				—				—				—
Income tax expense (benefit)	413		556			1,162				106				(1,604		)		(1,710		)		(52		)
Depreciation and amortization	4,291		3,634			7,304				1,107				8,161				7,054				8,689
Total adjustments	8,759		6,865			17,533				2,159				17,661				15,502				15,336
Adjusted EBITDA	$	11,530	$	7,448		$	13,571			$	1,909			$	2,383			$	474			$	887

(1) See Note 4 to the consolidated financial statements for further information regarding our restatement.

	Successor											Predecessor
	As of June 30,				As of December 31,							As of December 31,
(in thousands)	2006				2005				2004			2003
					(As restated)(1)				(As restated)(1)
Financial position data:
Cash		$	1,583			$	912			$	1,576		$	906
Working capital(2)		12,765				8,740				9,029			38,477
Total assets		78,023				77,001				71,489			91,862
Total liabilities(3)		79,380				80,896				56,089			91,862
Total debt and capital lease obligations		63,841				66,394				41,777			—
Total partners’ (deficit) capital		(1,357		)		(3,895		)		15,400
Payable to parent		$	—			$	—			$	—		$	76,151

(1) See Note 4 to the consolidated financial statements for further information regarding our restatement.

(2) Working capital represents current assets less current liabilities.

(3) Total liabilities in 2003 includes debt & capital lease obligations & payable to parent.

Risk factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before investing in our common stock. The risks and uncertainties described below are the most significant factors of which we are aware but are not the only risks that we face. If any of the following risks, as well as other risks that we currently think are immaterial later become material, actually occur, our business, financial condition, results of operations, and cash flow could be materially and adversely affected. In that event, the trading price of our shares could decline, and you may lose part or all of your investment.

Risks relating to our business

The industry in which we operate is highly competitive, and these competitive pressures may harm demand for our products.

We operate in a highly competitive industry. New products, some of which have patent protection, are introduced frequently, and we compete primarily on the basis of innovation, quality and breadth of product offerings, customer service and price. Some of our main competitors are significantly larger than we are and have significantly greater financial and human resources than we do. They also have greater technical, product development and marketing resources and enjoy greater market and brand recognition than we do. As a result, these competitors benefit from greater economies of scale and may be able to develop products or services that are more effective than ours, respond more quickly to new or emerging technologies or changes in customer requirements, or offer lower prices or devote greater resources to product marketing than we do. We may be unable to continue to compete effectively with competitors, including those with greater resources than us.

Certain of our competitors also have more developed and substantial direct customer bases than we have and may be able to fund significant direct sale(s) efforts and acquisition efforts that may disrupt our business. Some of our principal competitors are vertically integrated with wholesale laboratories. These competitors may have or achieve a competitive advantage over us as this integration limits the number of independent wholesale laboratories to which we can market our products and decreases purchases of our products by these laboratories. In addition, within foreign markets, certain of our competitors enjoy a “home-country” advantage over foreign competition. The development and successful introduction by a competitor of products or services that are superior in performance to or lower in price than ours could restrict our ability to continue to effectively compete in the marketplace for spectacle lenses.

A decrease or change in business from one of our more significant customers could reduce our revenues and impair our financial condition.

Substantially all of our customer arrangements are by purchase order or are terminable at will, at the option of either party. Our top five customers represented approximately 41% of our revenues for the year ended December 31, 2005 and approximately 53% of our revenues for the six months ended June 30, 2006. LensCrafters, a subsidiary of Luxottica Group S.p.A., the world’s largest optical retailer, accounted for approximately 23% of our revenues for the year ended December 31, 2005 and approximately 36% of our revenues for the six months ended June 30, 2006. Wal-Mart accounted for approximately 12% of our revenues for the six months ended June 30, 2006. We consider some variability in sales to our largest customers to be normal. No

customer other than Wal-Mart and LensCrafters accounts for more than 10% of our revenues. The loss of, substantial decrease in the amount purchased by, or a write-off of any significant receivables due from, any one or more of our significant customers could materially reduce our revenues and impair our financial condition. Furthermore, if any of our significant customers require their inventory of our product to be made on a consignment basis, this could negatively impact our working capital and timing of our sales. In the future, customers may consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the amount these customers purchased from us.

We depend on a limited number of third party suppliers, or in some cases a sole third party supplier for certain components of our operations. If our relationships with any of these third party suppliers ends or deteriorates, it could have a material adverse effect on our business and results of operations.

We rely on a limited number, or in some cases, a sole third party supplier for certain key components of our operations, including the manufacture of photochromic dye, polycarbonate resin, polarized and photochromic film, glass blanks and plastic lenses. For example, we purchase the dye we use in our photochromic lenses and the glass blanks we use to manufacture our prescription glass lenses from single suppliers. We also send the dye we purchase for use in our photochromic lenses to a third party who combines that dye with other materials we purchase to produce the sheets of film we use for our photochromic lenses. In addition, like other manufacturers in our industry, we purchase the film we use in our polarizing lenses from a single supplier that maintains proprietary rights to this film. We have a supply contract with this supplier that extends until September, 2008. Should any of our suppliers not perform to our expectations or should our business relationship with them cease and we are unable to obtain equivalent products or materials on the same or similar terms, we could suffer substantial damage to our operations and reputation.

We depend on our manufacturing facilities in Ramsey, Minnesota and Jakarta, Indonesia. An interruption of manufacturing at either of these facilities for any reason could have a material adverse effect on our results of operations.

We manufacture our products and store component and finished product at each of our manufacturing facilities in Ramsey, Minnesota and Jakarta, Indonesia, with most of our finished product inventory stored at our facility in Ramsey, Minnesota. A disruption of our operations at or damage to either of these facilities or interruption caused by our suppliers, whether as a result of equipment maintenance outages or failures, prolonged power failures, fire, natural disaster, act of war, terrorist attack, labor dispute or other operational problems, could impede our ability to produce and deliver products on a timely basis and could materially adversely damage our business, financial condition and results of operations. We may also periodically shut down our facilities for scheduled maintenance and to otherwise help manage our operations, which if not managed properly, could cause unexpected disruption and expense.

Our international operations are subject to additional political, economic and other uncertainties.

Our international operations, including our manufacturing facilities in Jakarta, Indonesia, are subject to a number of risks inherent in foreign operations, including:

· political, social and economic instability;

· language barriers;

· difficulties in managing foreign operations;

· potential seizure or nationalization of assets;

· requisite adherence to annual collective bargaining agreements mandated by the Indonesian government;

· changes in laws and policies affecting import-export restrictions and tariffs;

· difficulties in complying with foreign laws and regulations; and

· greater difficulty in protecting our intellectual property.

These risks could have a material adverse effect on our foreign operations, including our Indonesian operations, or our business as a whole.

If we do not effectively keep pace with changing market conditions or successfully develop new products and product enhancements that receive the market acceptance we expect, our business, results of operations and prospects may suffer.

The market for prescription spectacle lenses is characterized by:

· changing technology;

· frequent product introductions and enhancements;

· evolving industry performance standards;

· alternative methods of vision correction, such as laser surgery and contact lenses; and

· changes in customer and end-user requirements, fashion trends and demands.

Any one of these changes could reduce the demand for our existing products, render portions of our existing product inventories obsolete and require us to expend substantial resources for research, design and development of new products and technologies to avoid technological or market obsolescence. Our success will depend on our ability to continually enhance our existing products and develop or acquire and market new products in an effort to maintain and increase revenues and to improve our gross margins. Our R&D efforts may not result in new product enhancements, manufacturing processes or products, or there may not be a market for products related to or based on these new concepts. New products that we develop, if any, may not be accepted in the marketplace, either at all or on a timely basis or at competitive prices. If we fail to provide the necessary funds to complete our various R&D projects or if we miss our target deadlines for our R&D projects, we may lose any competitive advantage we may have had. Any delay or failure by us to respond to changing market conditions or to technological advances by our competitors would have a material adverse effect on our business, operating results and financial condition. If we misjudge the market for our products or are unable to differentiate our product offerings, we may lose sales and be faced with excess raw materials and finished goods inventory. An increase in obsolete inventory may result in a decrease in our gross profit and lead to significant losses.

Failure to protect our proprietary technology may impair our ability to compete effectively.

Our success and ability to compete within the prescription spectacle lens industry depend in large part on our ability to protect our proprietary technology, such as our patented manufacturing

process that we use to produce our proprietary products. To do so, we currently rely on a combination of patent protection for our technologies and products, trade secret and intellectual property laws, nondisclosure and other contractual agreements, and other technical measures to protect our proprietary rights and maintain the confidentiality of key business and manufacturing processes.

However, intellectual property law protection may be insufficient to safeguard our proprietary information. The validity and breadth of claims in patent applications for prescription spectacle lens technology or processes involve complex legal and factual questions and may therefore be highly uncertain. There is a risk that:

· patent authorities will not grant patents based on our pending applications;

· the scope of any patent protection we receive will exclude competitors or not provide us with competitive advantages;

· any of the patents that have been or may be issued to us will be held invalid if subsequently challenged; or

· others will claim rights in or ownership of the patents and other proprietary rights that we hold.

Further, our competitors may develop similar products or technologies, duplicate any of our products or technologies, or engineer around any patents that have been or may be issued to us. In addition, not all of our employees or suppliers and customers are subject to confidential undertakings in favor of our company, and even where they are, these measures may not be sufficient to protect our technology from third-party infringement or misappropriation. Our counterparties may breach these agreements, and we may not have adequate remedies for any breach. In addition, our competitors may learn of our trade secrets through other methods. Intellectual property law protection may be insufficient to safeguard our proprietary information, and our products may be sold in countries that provide less protection to intellectual property than the United States, or no protection at all. If any third parties infringe our proprietary technology rights, this infringement could have a material adverse effect on our competitive position.

Our business may suffer if we are involved in disputes or protracted negotiations regarding our intellectual property rights or the intellectual property rights of third parties.

We are subject to the risk of adverse claims and litigation alleging infringement by us on the intellectual property rights of others. There is an increasing number of patents and patent applications in our industry. Third parties may assert infringement claims in the future, alleging infringement by our current or future products or applications.

We may institute or otherwise be involved in litigation to protect our registered patents and/or trade secrets or know-how, challenge the validity of proprietary rights of others or defend against alleged infringement by us of proprietary rights of others. This type of litigation is costly and diverts management’s attention from its day-to-day responsibilities of running our business. In addition, an adverse determination in such a litigation could:

· limit the value of our intellectual property;

· subject us to significant liabilities to third parties;

· require us to seek licenses from third parties; or

· prevent us from manufacturing and selling products.

Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations.

In addition to our own proprietary technology, we rely on licensed intellectual property from third parties for use in our products. The impairment or loss of our ability to use any of this licensed technology could materially harm our business and results of operations.

In addition to our own proprietary technology, we have acquired rights to certain other technology for use in our products. In particular, we have obtained exclusive rights from a third party to use certain photochromic dye in our polycarbonate lenses.

Termination or impairment of our rights under these licenses could result in significant manufacturing interruptions, delays or reductions in product shipments until alternative technology could be developed, licensed and integrated, if at all possible, which would materially harm our business and results of operations.

Our operating results may fluctuate due to a number of factors, many of which are beyond our control.

Our results of operations may fluctuate significantly in the future on a quarterly and an annual basis due to a number of factors, many of which are beyond our control. These factors, among the other factors described elsewhere in these risk factors and this prospectus include:

· variations in the timing of orders and shipments of our products and services;

· variations in the demand from and the size of orders by our customers;

· mismatching of production runs and inventories with customer demand;

· timing and magnitude of product returns and recalls;

· seasonal variations in customer spending and production;

· our ability to bring new products into volume production efficiently;

· variability in the rate at which we produce products without defects in our manufacturing process, particularly related to our newer and more complex products;

· shifts in market and industry emphasis and end-user demands; and

· market conditions in the prescription spectacle lens industry and in the economy as a whole.

These factors complicate our planning processes and reduce the predictability of our earnings. This problem is particularly acute for us because of our relatively small size and the dynamics of the industry and markets in which we operate. Fluctuations in our quarterly results could cause us to fail to meet expectations (either our own or those of securities analysts) for the relevant period and could cause the trading price of our shares to decline. Therefore, period-to-period comparisons of our results of operations may not be meaningful, and you should not rely on them as indications of our future performance.

Fluctuations in the price and quality of our raw materials could increase our costs, which could result in smaller profit margins and lower sales volume.

Fluctuations in the price and quality of our raw materials, including plastic lenses, photochromic dye, polycarbonate resin, polarized and photochromic film, could have a negative effect on our cost of sales, profit margins and our ability to meet the demands of our customers. Inability to meet the demands of our customers could result in the loss of future revenues. We may not be able to pass along to our customers all or a portion of the costs of higher raw materials due to competitive and marketing pressures. Fluctuations in the pricing of commodities such as natural gas or oil, which is a primary ingredient of resin, could significantly harm our results of operations. While we will try to offset any price increases through cost savings, production efficiencies and product price increases, these efforts may not be successful.

We may not be able to continually reduce manufacturing costs for our products.

Prices for certain of our products come under pressure, in particular when such products become available from a comparatively large number of suppliers with little product differentiation. To maintain or strengthen our competitive position within the prescription spectacle lens industry, we must continually reduce our product manufacturing costs while maintaining quality and service. These reductions are necessary to help offset price decreases, inflationary pressures and changes in product mix and customer demand. Using additional capacity under the revolving line of credit of our Senior Credit Facility following completion of this offering, we intend to improve operating efficiencies at our manufacturing facilities. We may not, however, realize the efficiencies we seek to achieve and we may be unable to improve or sustain our margins. In particular, we also expect that our margins will improve across our product lines as we streamline our manufacturing process of our photochromic product line, but we may be unable to achieve this result. In fact, our operating efficiencies and margins could decrease in the future due to numerous factors. While we maintain a low cost production facility in Jakarta, Indonesia, our competitors may have or establish even lower cost operations. To the extent our cost reduction activities are unsuccessful, in part or in full, our ability to compete may be significantly impacted and our profit margin may be reduced.

Our business could be harmed if we are unable to manage our growth effectively.

We may be unable to successfully implement our business strategy to grow our operations. Growth places a strain on operational, human and financial resources. To manage our growth, we must continue to improve our operating and administrative systems and attract, retain and assimilate qualified management, engineering, sales and marketing and manufacturing personnel. Failure to manage our growth effectively could have an adverse effect on our business.

Part of our expansion strategy may include establishing joint ventures and acquiring complementary businesses or technologies. Negotiating potential acquisitions or joint ventures as well as integrating newly acquired or jointly developed businesses, products or technologies into our operations could divert our management’s attention from other business matters and could be expensive and time-consuming. We may be unsuccessful in identifying or integrating target businesses, technologies or joint ventures or we may be unable to realize the intended sales and cost benefits of the acquisition or joint venture.

In addition, future acquisitions could require substantial cash expenditures or require us to incur debt and contingent liabilities from acquired companies. We may also issue equity securities in

the context of an acquisition that could cause dilution to our existing stockholders at the time. Additionally, we may incur impairment charges related to goodwill and amortization of intangibles (such as intellectual property). Likewise, we may write off in-process research and development that we no longer wish to continue to fund. We may also experience performance problems with an acquired company, which could result in customer dissatisfaction and cause us to suffer a decrease in our profit margins. Any of these factors could harm our business, financial condition and results of operations.

Our success depends on the service of key personnel.

Our continued growth and success depend to a large extent on the services of our key personnel, in particular, Douglas Hepper, our chief executive officer. We also depend on certain of our key sales staff and sales agents, as well as on key scientific, technical and manufacturing personnel. If any of these key personnel should leave our employ or if these agents should terminate their relationship with us, we may be unable to locate and recruit sufficient replacement personnel without undue delay or additional cost or at all. Any such delay or inability could delay or harm our ability to implement our business plan.

We generate a portion of expenses and revenues in currencies other than the dollar. As a result, our results of operations may be adversely affected by currency fluctuations.

We operate globally, and our financial results are subject to both transaction and translation effects resulting from fluctuations in currency exchange rates. We generate our revenues in U.S. dollars, pounds sterling, euros and Canadian dollars, and we incur a portion of our expenses, principally salaries and related expenses of our staff in Indonesia, in rupiah. In 2005 we generated 92% of our revenues in U.S. dollars, 6% in pounds sterling and the remainder of our revenues in other currencies, and we incurred approximately 78% of our expenses in U.S. dollars, 7% in each of rupiah and yen and 8% in other. Exchange rate fluctuations between the currencies mentioned can negatively impact our revenues, cost of products sold and other operating expenses. See “Management’s discussion and analysis of financial condition and results of operations.” We currently do not hedge our currency exposure through financial instruments.

We are at risk that users of our products will sue us for product liability or that our products will be the subject of recalls. If we are unable to successfully defend ourselves against product liability lawsuits or if a large volume of our products are recalled, our business and financial performance could be negatively affected.

All of our products are designed for use by consumers. We face the business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury. We also face the risk that our products could be the subject of mandatory or voluntary recalls. In the event that any of our products prove to be defective, we may be required to recall or redesign such products. Significant recalls could negatively impact our customer relations and could possibly result in lost business. We may be unsuccessful in our efforts to redesign a defective product and could lose a significant volume of business and could be forced to scrap existing inventory as a result. The insurance that we maintain against product liability claims may not be adequate for liabilities actually incurred. A successful claim brought against us or any claim or product recall that results in significant adverse publicity against us may have an adverse effect on our existing financial condition and future business prospects.

If we fail to remedy the material weaknesses in our internal control over financial reporting, we may be unable to timely and accurately record, process and report financial data, fail to meet our periodic reporting obligations or have material misstatements in our financial statements.

For the year ended December 31, 2005, certain matters that were considered to constitute material weaknesses in our internal controls, as defined under standards established by the American Institute of Certified Public Accountants, or the AICPA, were identified by management. Management has concluded that material weaknesses did exist at December 31, 2005.

A material weakness is defined as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected under the standards established by the AICPA. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects a company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of a company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

The material weakness determination was based upon observations that led to a conclusion that our accounting and finance department did not have adequate resources to complete an effective and efficient financial closing and reporting process as evidenced by the significant number of adjusting journal entries identified throughout the audit of our financial statements for the year ended December 31, 2005. The adjusting journal entries were due to errors identified in which transactions were not appropriately and consistently accounted for in accordance with GAAP. Additionally, this lack of accounting and finance resources resulted in the lack of timely completion and review of account reconciliations and journal entries. These material weaknesses contributed to our need to restate our financial statements for the two months ended December 31, 2004 and the year ended December 31, 2005.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to continue to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We have implemented remedial measures for some of the material weaknesses we have identified, however, we have very limited operating experience with the remedial measures we have implemented to date and the measures we have taken to date or any future measures we may take may not adequately remedy all of the material weaknesses in internal control we have identified. Despite our efforts, the measures we implement may not enable us to maintain adequate controls over our financial and reporting processes in the future.

Additional material weaknesses in our internal controls could be discovered in the future. Any failure to remedy the material weaknesses identified by management, any failure to implement required new or improved controls and the discovery of unidentified material weaknesses could harm our operating results, cause us to fail to meet our reporting obligations, subject us to increased risk of errors and fraud related to our financial statements or result in material

misstatements in, and untimely filing of, our financial statements. Any such failure also could adversely affect the results of the periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our “internal control over financial reporting” that will become required under Section 404 of the Sarbanes-Oxley Act of 2002. The existence of a material weakness could result in errors in our financial statements that could warrant an additional restatement of our existing financial statements or could cause a restatement of future presented financial statements. The need to restate our financial statements could cause us to fail to meet our reporting obligations. Inadequate internal controls and untimely financial reporting could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Our operating history as a stand-alone company is brief, and financial information of our predecessor may not be representative of current operations.

Our operating limited partnership was formed in June 2004 and began its operations in November 2004 when our equity sponsors purchased substantially all of the assets of our predecessor’s lens manufacturing, design and distribution operations and other assets related to its business in a bankruptcy court supervised auction sale process. Vision-Ease Lens Corporation was formed in July 2006 to succeed the business of our operating limited partnership. The financial information of our predecessor company, a subsidiary of BMC Industries, Inc., presented in this prospectus may not be fully representative of our current operations. Therefore, investors have only 20 months of our stand-alone operating history to analyze, which may not adequately reflect normally recurring long-term business cycles that may affect future financial results.

We may be adversely affected by environmental and safety regulations to which we are subject.

We must comply with United States and foreign environmental laws and regulations concerning emissions to the air, wastewater discharges and the generation, handling, storage, transportation and disposal of hazardous wastes, and with other federal, state and foreign laws and regulations. We believe that we possess all material permits and licenses necessary for the continuing operations of our business and believe that our operations are in substantial compliance with the terms of all applicable environmental laws. In the event that we do not operate in compliance with all such requirements, we could be subject to potentially significant fines and penalties for any noncompliance that may occur. Additionally, it is impossible for us to predict accurately what effect these laws and regulations will have on us in the future.

Risks related to our relationship with our equity sponsors

The interests of our equity sponsors may not coincide with your interests as a holder of our common stock because our equity sponsors will continue to have significant influence over our business after this offering and could (i) cause us to enter into agreements or transactions adverse to your interests or (ii) delay, deter or prevent a change of control, change in management or business combination that may be beneficial to our stockholders and as a result, may depress the market price of our stock.

After the offering our equity sponsors, Insight Equity and Rosewood, will hold % of our shares, or % if the underwriters exercise their over-allotment option in full. In addition, six of the eight directors that will serve on our board of directors immediately following this offering will be representatives of either Insight Equity or Rosewood. Some of these individuals are also

members of the management of our equity sponsors. These persons will have fiduciary duties to both us and our equity sponsors. As a result, they may have real or perceived conflicts of interest on matters affecting both us and our equity sponsors and in some circumstances may have interests adverse to ours.

These significant stockholders will have sufficient voting power and representation on our board of directors to effectively control all matters concerning our company, including matters that require stockholder and board approval. Our equity sponsors will have significant influence over our day-to-day corporate and management policies. For example, they will have the power to affect our legal and capital structure; to elect all of our directors; to prevent or effect changes in our control or management; to approve or reject changes to our operations or strategic direction; to amend our articles of incorporation and change the rights attached to our shares; and to determine whether we may enter into material agreements or business combination transactions in which stockholders could receive a premium over the prevailing market price for our shares. In these and other circumstances, our equity sponsors’ interests may conflict with yours and you may be unable to prevent our equity sponsors from acting in conflict with your interests, which may depress the market price of our stock.

Our equity sponsors are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that either compete directly or indirectly with us or that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Our equity sponsors are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Each of our equity sponsors may also pursue, for their own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. Additionally, we have specifically renounced in a board resolution any duty that the equity sponsors or their representatives may have had to offer to us any investment or business opportunity of which they are aware.

Risks related to the offering and to our shares

The price of our shares may fluctuate substantially, and your investment may decline in value.

The initial public offering price for our common shares sold in this offering will be determined by negotiation between the representatives of the underwriters, the selling stockholders and us. This price may not reflect the market price of our shares following this offering. In addition, the market price of our shares is likely to be highly volatile and may fluctuate substantially due to many factors, including:

· actual or anticipated fluctuations in our results of operations;

· variance in our financial performance from the expectations of market analysts;

· conditions and trends in the markets we serve and changes in the estimates of the sizes and growth rates of these markets;

· publication of reports about our company;

· announcements about significant contracts by us or our competitors;

· changes in our pricing policies or the pricing policies of our competitors;

· loss of one or more of our significant customers;

· changes in legislation;

· changes in market valuation or earnings of our competitors;

· announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by us or by our competitors;

· recruitment or departure of key personnel;

· sale of our common stock, including by insiders;

· changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common shares;

· the trading volume of our shares; and

· general economic conditions.

In addition, the stock markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources, which could materially harm our business, financial condition, future results and cash flow.

We may require additional capital after the offering, and this additional capital may not be available on acceptable terms or at all.

We may need to raise additional funds relatively quickly after completion of the offering if our estimates of revenues, working capital or capital expenditure requirements change or prove inaccurate in order for us to respond to technological changes or marketing hurdles or to take advantage of unanticipated acquisition opportunities. Funds may not be available at the time or times needed, or may be available only on terms unacceptable to us. If adequate funds are not available, or are not available on acceptable terms, we may not be able to take advantage of market opportunities to develop new products, make acquisitions or otherwise respond to competitive pressures. This inability could significantly damage our business, results of operations and prospects.

Future sales of our shares of our common stock could adversely affect its market price.

If our stockholders sell a significant number of shares of our common stock in the public market following this offering, the market price of our common stock could fall. We and all of our current stockholders will agree not to sell, directly or indirectly, any of our common stock without the prior consent of J.P. Morgan Securities Inc. for a period of 180 days after the date of this prospectus (or up to approximately 30 days longer in certain circumstances). After this offering our current stockholders will hold approximately % of the outstanding shares of our

common stock ( % if the underwriters exercise their over-allotment option in full). These stockholders will not be contractually prohibited from transferring shares of our common stock following the lock-up period and may also transfer their shares prior to the expiration of the lock-up period with the prior consent of J.P. Morgan Securities Inc., in its sole discretion. In addition, after the expiration of the lock-up period, we could issue and sell additional shares of our common stock. Any sale by us or our current stockholders of our common stock in the public market, or the perception that sales could occur, could adversely affect the prevailing market price for our common stock.

Provisions of our charter and Delaware law could inhibit the acquisition of us by others.

Certain provisions of our charter and by-laws, to be effective immediately prior to this offering, may inhibit a change of control not approved by our board of directors or changes in the composition of our board of directors, which could result in the entrenchment of current management. These provisions include:

· advance notice requirements for stockholder proposals and director nominations;

· limitations on the ability of stockholders to amend, alter or repeal our by-laws;

· the ability of our board of directors to fill vacancies on our board or fill additional directorships resulting from an increase in the size of our board; and

· the authority of the board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine and additional shares of our common stock.

Purchasers of our common stock will experience substantial and immediate dilution in the net tangible book value per share of their investment.

Prior investors have paid substantially less per share for our common stock than the price in this offering. The assumed initial public offering price of our common stock is substantially higher than the net tangible book value per share of outstanding common stock immediately after this offering. You will incur immediate and substantial dilution of $ per share in the net tangible book value of our common stock as of June 30, 2006 at an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus). You will incur additional dilution if holders of options to purchase or rights with respect to shares of common stock, whether currently outstanding or subsequently granted, exercise the options or rights following this offering.

We will have broad discretion in how we use the proceeds of this offering, and we may apply the proceeds to uses that will create losses.

We intend to use a portion of the net proceeds of this offering to repay our Term B Loans with ORIX Finance Corp., redeem Rosewood’s Class A-1 Preferred Partnership Rights, terminate a management agreement with Insight Equity and pay down our revolving Senior Credit Facility with PNC Bank. We intend to use the additional capacity under our revolving Senior Credit Facility for general corporate purposes, including the purchase of equipment to increase our manufacturing capacity and efficiency. While we have estimated the amounts we expect to use for certain of these purposes, our management will have significant discretion in the use of this

capital and you may disagree with the way these funds are utilized. These proceeds may not be invested to yield a significant return, or any return at all, and we may incur substantial losses.

Requirements associated with being a public company will require significant company resources and management attention.

After completion of this offering, we will become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the Securities and Exchange Commission, or the SEC. We will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting by December 31, 2007. If we or our independent registered public accounting firm identify continued or new material weaknesses or significant deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. As a result, our stockholders could lose confidence in our financial reporting, which could harm the trading price of our stock. See our discussion of material weaknesses in our internal control over financial reporting discussed earlier in these risk factors for an additional discussion of the risks associated with this matter. In addition, upon completion of this offering, we will become subject to the rules of The Nasdaq Global Market.

We are working with our independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal control over financial reporting. However, these and other measures we may take may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis.

We currently expect to incur an estimated $ million of incremental operating expenses in our first year of being a public company and an estimated $ million per year thereafter. The incremental costs are estimates, and actual incremental expenses could be materially different from these estimates. We may be unable to accurately predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

We are a “controlled company” within the meaning of the rules of The Nasdaq Global Market and, as a result, will qualify for and, intend to avail ourselves of, exemptions from certain corporate governance requirements.

Following completion of this offering, we will be deemed to be a “controlled company” within the meaning of the rules of The Nasdaq Global Market. Under those rules, a company of which more than 50% of the voting power is held by a group is a “controlled company” and may elect not to comply with the Nasdaq corporate governance requirements that we have a majority of independent directors on our board of directors and that we have a compensation committee and nominating and corporate governance committee composed entirely of independent directors. We intend to avail ourselves of this exemption and therefore we do not intend to have a majority of independent directors or compensation committee and nominating and corporate governance committee composed entirely of independent directors. In addition, we intend to take advantage of certain “grace periods” for newly public companies under certain of the new SEC and Nasdaq rules and regulations, which grace periods will provide us a short period of time after we become a public company before we are required to be in full compliance with these rules and regulations. Our ability to satisfy the various requirements before the expiration of the applicable grace periods will depend largely on our ability to attract and retain qualified independent members of our board of directors, particularly to serve on our audit committee, which may be more difficult in light of these new rules and regulations. If we fail to satisfy the various requirements before the expiration of the applicable grace periods, our common stock may be delisted from Nasdaq, which would cause a decline in the trading price of our common stock and impair the ability of the holders of our common stock to sell and buy our common stock in a public market. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Forward-looking statements

Any statements contained in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. The words “believe,” ”anticipate,” “intend,” “target,” “estimate,” “plan,” “assume,” “may,” “will,” “seek,” “should,” “expect,” “could” and similar expressions, including the negative of those words are intended to identify forward-looking statements. These forward-looking statements are contained throughout this prospectus, for example in “Summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” and “Business.” Such forward-looking statements reflect, among other things, our current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. When considering forward looking statements, please review the risk factors described under “Risk factors” in this prospectus. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Our corporate history

Prior to November 2004, our predecessor, whose financial information is presented in this prospectus, operated as a wholly-owned subsidiary of BMC Industries. Due to a variety of factors, including unfavorable exchange rates forcing the bankruptcy of BMC Industries’ German aperture mask business, the movement of most television manufacturing and assembly operations to Asia, and the effects of a 1998 acquisition of a lens manufacturing company in Azusa, California that was closed in 2002, both BMC Industries and our predecessor filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in June 2004. Insight Equity A.P. X, LP was formed on June 17, 2004. In November 2004, our equity sponsors, namely Insight Equity and Rosewood, using both equity and borrowed money, purchased substantially all of the assets of our predecessor’s lens manufacturing, design and distribution operations from BMC Industries in a bankruptcy-court supervised auction sale process. See “Management’s discussion and analysis of financial condition and results of operation” for information regarding the comparability of the financial information of our predecessor company prior to November 1, 2004 to our financial information beginning November 1, 2004.

Since November 1, 2004, we have operated through a Texas limited partnership, namely Insight Equity A.P. X, LP and its consolidated subsidiaries. On or immediately prior to the closing of this offering, we will complete a merger in order to have Vision-Ease Lens Corporation succeed to the business of Insight Equity A.P. X, LP and its consolidated subsidiaries and to have our limited and general partners become stockholders of Vision-Ease Lens Corporation. As a limited partnership, we were generally not subject to income taxation. Following the merger of the limited partnership into a Delaware corporation, we will be subject to corporate level income tax.

Use of proceeds

Based upon an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), we estimate that our net proceeds from the sale of shares of our common stock in this offering, after deducting underwriting discounts and commissions and estimated offering costs of approximately $ million payable by us, will be approximately $ million. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and our estimated offering expenses.

We intend to use the proceeds we receive from this offering as follows:

· $ to repay our Term B loans with ORIX Finance Corp.;

· $ to redeem Rosewood’s Class A-1 Preferred Partnership Rights;

· $ to terminate our management agreement with Insight Equity; and

· $ to pay down our revolving line of credit under our Revolving Credit, Term Loan and Security Agreement, or the Senior Credit Facility, with a group of lenders for whom PNC Bank, National Association, or PNC Bank acts as agent. Our revolving line of credit under the Senior Credit Facility provides for a $25.0 million revolving line of credit that terminates December 1, 2008 and had an outstanding balance of $17.5 million as of June 30, 2006.

We entered into a Loan and Security Agreement on December 1, 2005, with a group of lenders for whom ORIX acts as agent, or the Term B Facility. Loans under this facility, referred to as Term B Loans, total $31.5 million, bear interest at a floating rate based on LIBOR plus 6.5% (or a minimum of 10.0%) and mature December 1, 2011. As of June 30, 2006, these borrowings bore interest at the rate of 11.83% per annum. We are required to repay these borrowings at ORIX’s request, within five business days of the completion of this offering. If ORIX does not request this prepayment, we will also incur a prepayment premium equal to 1.0% of the principal amount repaid.

Proceeds from the Term A Loan under the Senior Credit Facility and the Term B Loans were used in part to pay a distribution as a return on capital and redeem in full, the Class A-2 Preferred Partnership Rights that were held by our equity sponsors, Insight Equity and Rosewood, on December 2, 2005, in the aggregate amount of approximately $15.0 million.

Rosewood holds Class A-1 Preferred Partnership Rights which are entitled to a preferential return and subject to mandatory redemption by us upon completion of an initial public offering. In connection with our merger into a Delaware corporation, these rights will be converted into a right to receive cash in the aggregate amount estimated to be $ that will be paid out of the proceeds of this offering.

On October 31, 2004, we entered into a management agreement with Insight Equity, one of our equity sponsors, pursuant to which they have provided management and related services to us. In addition to reimbursement for actual out-of-pocket expenses, this agreement presently provides for payment of a annual fee of approximately $1.0 million for the first 12 months and an amount to be determined by the members of the board of managers of our general partner who are not affiliated with Insight Equity for each subsequent year thereafter. We have no ability to terminate this agreement without cause but have negotiated its termination (other than certain indemnification provisions) for payment of a termination fee of $ contemporaneous with the completion of this offering.

Pending the uses described herein, if applicable, we intend to invest the net proceeds of this offering in short-term, interest bearing, investment grade securities.

Dividend policy

We intend to invest cash generated from our operations into expanding our business, and we do not expect to pay any cash dividends to holders of our common stock in the foreseeable future. Declaration and payment of any cash dividends in the future, however, is within the discretion of our board of directors and will depend on our financial condition, results of operations, future prospects and capital and legal requirements as well as other factors deemed relevant by our board of directors. In addition, the terms of our Senior Credit Facility that will remain in place after completion of this offering limit our ability to pay cash dividends on our common stock.

Capitalization

The following table sets forth our cash and consolidated capitalization as of June 30, 2006:

· on an actual basis (reflects capitalization of our operating limited partnership prior to the merger into a corporation);

· on a pro forma basis to reflect our merger into a corporation; and

· on a pro forma as adjusted basis to reflect the sale of shares of our common stock offered by us in this offering at an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), after deduction of estimated underwriting discounts and commissions and estimated offering expenses payable by us, the use of proceeds therefrom as described under “Use of proceeds” and our merger into a corporation.

You should read this table together with “Management’s discussion and analysis of financial condition and results of operations” and our and our predecessor’s consolidated financial statements and related notes thereto included elsewhere in this prospectus.

As of June 30, 2006 (in thousands, except per share amounts)	Actual			Pro forma		Pro forma as adjusted
Cash	$	1,583			$		$
Revolving credit agreement	$	17,491
Current portion of long-term debt and capital lease obligations	2,098
Long-term debt and capital lease obligations	12,752
Fair value of warrant put option	2,617
Subordinated debt	31,500
Partners’/stockholders’ equity:
Class A-1 preferred partnership interests;	—
Class B common partnership interests;	—
Preferred stock, $0.01 par value, shares authorized; no shares issued and outstanding on an actual basis; no shares issued and outstanding on a pro forma and pro forma as adjusted basis
Common stock, $0.01 par value, shares authorized; no shares issued and outstanding on an actual basis; shares issued and outstanding on a pro forma and pro forma as adjusted basis
Additional paid-in capital
Retained earnings (accumulated deficit)
Total partners’ capital / stockholders’ equity (deficit)	(1,357		)
Total capitalization(1)	$	65,101

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and our estimated offering expenses.

Dilution

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value (deficit) per share of common stock upon completion of this offering. The following illustration assumes that we completed our merger into a Delaware corporation on June 30, 2006 and, as a consequence, all of the partnership interests in existence prior to the merger were converted into shares of our common stock.

As of June 30, 2006, our net tangible book value (deficit) was approximately $ million, or approximately $ per share. Net tangible book value (deficit) per share of common stock represents the amount of our total consolidated assets minus our total consolidated liabilities, current deferred tax assets, goodwill, trademarks, deferred financing costs and other intangible assets, divided by the number of shares of our common stock outstanding at June 30, 2006.

After giving effect to the sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted pro forma net tangible book value as of June 30, 2006 would have been approximately $ million, or approximately $ per share of our common stock. This represents an immediate increase in net tangible book value of $ per share to our existing stockholders and an immediate dilution in net tangible book value of $ per share to new investors purchasing shares of our common stock at the assumed initial public offering price. If the initial offering price is higher or lower, the dilution to new investors purchasing our common stock will be greater or less, respectively.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share of common stock		$
Net tangible book value (deficit) per share at June 30, 2006	$
Increase per share attributable to new investors
Pro forma net tangible book value (deficit) per share after this offering
Dilution in net tangible book value (deficit) per share to new investors		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), would decrease our pro forma net tangible book deficit by $ million, the pro forma as adjusted net tangible book value per share after this offering by $ per share and increase the dilution in net tangible book value per share to new investors in this offering by $ , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The following table summarizes as of June 30, 2006, as adjusted to give effect to this offering and our merger into a Delaware corporation, the differences between our existing stockholders

and new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share paid. The calculations with respect to shares purchased by new investors in this offering reflect an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Total consideration and average price per share paid by the existing stockholders in the table below give effect to the approximate $15.0 million cash distribution paid on December 1, 2005 to the holders of our Class A-2 Preferred Partnership Rights, Insight Equity and Rosewood.

	Shares purchased			Total consideration				Average price
	Number	Percent		Amount		Percent		per share
Existing stockholders			%		$		%		$
New investors
Total			100%		$		100%		$

The above table excludes shares of our common stock reserved for issuance pursuant to our 2006 Equity Incentive Plan and shares issuable pursuant to the underwriters’ over-allotment option. To the extent that such options are exercised or over-allotment shares are issued, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

Unaudited pro forma condensed consolidated financial data

The following unaudited pro forma condensed consolidated financial data has been derived by the application of pro forma adjustments to our historical consolidated financial statements included elsewhere in this prospectus. We are providing the following unaudited pro forma condensed consolidated financial data because the transactions contemplated in connection with this offering will have material effects on our financial information.

The unaudited pro forma condensed consolidated financial data as of and for the six months ended June 30, 2006 and the year ended December 31, 2005 have been prepared to give pro forma effect to the following, as if they had occurred on January 1, 2005:

· our conversion from a limited partnership to a corporation; and

· the completion of this offering, our receipt of the estimated net proceeds from the sale of the shares of common stock offered hereby and the application of such net proceeds as described under “Use of proceeds”, which includes:

· our repayment of our Term B Loans with ORIX Finance Corp.;

· our redemption of Rosewood’s Class A-1 Preferred Partnership Rights; and

· our repayment of a portion of our revolving line of credit under our Senior Credit Facility with PNC Bank; and

· the estimated reductions in our interest expense associated with the debt repayments described under “Use of proceeds.”

The unaudited pro forma condensed consolidated financial data is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the events described above occurred on the dates or for the periods indicated, nor is such unaudited pro forma condensed consolidated financial data necessarily indicative of the results to be expected for the full year or any future period. The unaudited pro forma condensed consolidated financial data does not purport to predict results of operations, cash flows or other data as of any future dates or for any future period. A number of factors may affect our results. See “Risk factors” and “Forward-looking statements.”

The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that we believe are reasonable. The notes to the unaudited pro forma condensed consolidated statement of operations provide a detailed discussion of how such adjustments were derived and are presented in the unaudited pro forma condensed consolidated financial data. This unaudited pro forma condensed financial data should be read in conjunction with “Use of proceeds,” “Capitalization,” “Prospectus summary—The offering,” “Selected consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our predecessor’s audited consolidated financial statements and notes appearing elsewhere in this prospectus.

Vision-Ease Lens Corporation

Unaudited pro forma condensed consolidated
statement of operations
for the six months ended June 30, 2006 and the year ended December 31, 2005

	For the six months ended June 30, 2006									For the year ended December 31, 2005
(in thousands, except per share data)	Actual		Adjustments				Pro forma			Actual				Adjustments				Pro forma
										(As restated)(6)
Revenues	$	53,295		$	—			$	53,295		$	95,754			$	—			$	95,754
Cost of products sold	32,700			—				32,700			65,011				—				65,011
Gross margin	20,595			—				20,595			30,743				—				30,743
Operating expenses:
Research and development	1,140			—				1,140			1,664				—				1,664
Selling and marketing	7,964			—				7,964			14,204				—				14,204
General and administrative(1)	4,252			(500		)		3,752			8,608				(1,000		)		7,608
Other expenses	143			—				143			123				—				123
Total operating expenses	13,499			(500		)		12,999			24,599				(1,000		)		23,599
Income from operations	7,096			500				7,596			6,144				1,000				7,144
Interest expense(2)	3,306			—				3,306			5,354				—				5,354
Loss related to refinancing	—			—				—			1,579				—				1,579
Increase in fair value of warrant put option	606			—				606			2,011				—				2,011
Income (loss) before income taxes	3,184			500				3,684			(2,800		)		1,000				(1,800		)
Income tax expense (benefit)(3)	413			987				1,400			1,162				(1,846		)		(684		)
Net income (loss)	$	2,771		$	(487	)		$	2,284		$	(3,962	)		$	2,846			$	(1,116	)
Net earnings (loss) per share:(4)(5)
Basic	$			$				$			$				$				$
Diluted
Weighted average number of shares:(4)(5)
Basic
Diluted

Notes to unaudited pro forma consolidated statements of operations

The pro forma adjustments to the consolidated statements of operations include the incremental general and administrative expense we expect to incur as a result of becoming a public company. We anticipate incurring approximately $ million of additional expense in our first year as a public company and an additional $ million of additional expense in each subsequent year. Furthermore, we expect to save approximately $1.0 million of management fee expenses per year that are payable in connection with our management agreement with Insight Equity. We will terminate that management agreement upon completion of the offering.

(1) The pro forma adjustment to general and administrative expense represents a management fee of $500 and $1,000 for the six months ended June 30, 2006 and the year ended December 31, 2005, respectively, that will not be incurred by us after settlement of the outstanding agreement. A termination fee will become payable of $ million as a settlement of the management agreement but is not part of the pro forma adjustment as it is not a recurring expense. The pro forma adjustment to general and administrative expense also includes incremental public company costs we expect to incur of $ and $ for the six months ended June 30, 2006 and the year ended December 31, 2005.

(2) The pro forma adjustment to interest expense of $ and $ , for the six months ended June 30, 2006 and the year ended December 31, 2005, respectively, reflects the interest expense saving associated with the repayment of our Term B Loans in the amount of $ million ( assuming interest at LIBOR plus 6.5% before a possible 1% penalty) and the repayment of our revolving line of credit under our Senior Credit Facility with PNC Bank in the amount of $ million (assuming an interest rate of %). If interest rates were to change by 1¤8%, our total interest would increase (decrease) by approximately $ and $ for the six months ended June 30, 2006 and year ended December 31, 2005, respectively.

(3) The pro forma adjustment to income tax expense (benefit) reflects our conversion from a limited partnership to a corporation using the statutory rate of 38%.

(4) The pro forma adjustment to earnings (loss) per share data reflects the redemption of Rosewood’s Class A-1 Preferred Partnership Interests.

(5) Included in the earnings (loss) per share calculation are shares of common stock that are assumed to have been issued to pay for the dividends of $ and $ in the six months ended June 30, 2006 and year ended December 31, 2005, respectively.

(6) See Note 4 to the Consolidated Financial Statements for further information regarding our restatement.

Vision-Ease Lens Corporation

Unaudited pro forma condensed consolidated
balance sheet as of June 30, 2006

(in thousands, except per share data)	Actual June 30, 2006			Adjustments			Pro forma June 30, 2006
ASSETS
Current assets:
Cash(1)	$	1,583			$	—		$	1,583
Accounts receivable, net	11,505				—			11,505
Inventories	29,589				—			29,589
Other current assets	1,554				—			1,554
Total current assets	44,231				—			44,231
Long-term assets:
Noncurrent inventories	453				—			453
Property, plant and equipment, net	28,502				—			28,502
Identifiable intangible assets, net	1,543				—			1,543
Other assets	3,294				—			3,294
Total long-term assets	33,792				—			33,792
Total assets	$	78,023			$	—		$	78,023
LIABILITIES AND PARTNERS’ DEFICIT/STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,828			—			$	5,828
Accrued and other current liabilities	6,049				—			6,049
Revolving credit agreement(1)	17,491				—			17,491
Current portion of long-term debt and capital lease pbligations(1)	2,098				—			2,098
Total current liabilities	31,466				—			31,466
Long-term liabilities:
Long-term debt and capital lease obligations(1)	12,752				—			12,752
Fair value of warrant put option	2,617				—			2,617
Subordinated debt(1)	31,500				—			31,500
Other noncurrent liabilities	1,045				—			1,045
Total noncurrent liabilities	47,914				—			47,914
Total liabilities	79,380				—			79,380
(Partners’ deficit)/stockholders’ equity(1)	(1,357		)		—			(1,357		)
Total liabilities and (partners’ deficit)/stockholders’ equity(1)	$	78,023			$	—		$	78,023

(1) Pro forma adjustment represents the issuance of shares of common stock at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the net proceeds therefrom as described in “Use of proceeds.’’

Selected consolidated financial data

You should read the following selected historical consolidated financial data in conjunction with the section of this prospectus entitled “Management’s discussion and analysis of financial condition and results of operations”, our consolidated financial statements and related notes and the consolidated financial statements and related notes of our predecessor included elsewhere in this prospectus. The historical financial data set forth below may not be indicative of any results of future operations and results for interim periods are not necessarily indicative of the results expected for the entire year.

Set forth below are our and our predecessor’s selected historical consolidated financial data. The selected historical consolidated financial data as of December 31, 2005 and 2004, for the year ended December 31, 2005 and for the period November 1, 2004 through December 31, 2004, are derived from our audited consolidated financial statements and related notes found elsewhere in this prospectus. The selected historical consolidated financial data as of June 30, 2006 and for the six months ended June 30, 2006 and 2005 are derived from our unaudited condensed consolidated financial statements and related notes found elsewhere in this prospectus. The selected historical consolidated financial data for the period January 1, 2004 through October 31, 2004, and for the year ended December 31, 2003, are derived from the audited consolidated financial statements and related notes of our predecessor found elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2003 and for the year ended December 31, 2002 are derived from the audited consolidated financial statements and related notes of our predecessor not included in this prospectus. The selected historical consolidated financial data as of December 31, 2002 and 2001 and for the year ended December 31, 2001 is derived from the BMC Industries, Inc. audited consolidated financial statements and related notes not included in this prospectus. In order to facilitate comparisons with full year operating results, we have also presented the 2004 results of operations for our predecessor and our company on a combined basis, which is a non-GAAP measure and is the mathematical addition of the results of operations for the ten months ended October 31, 2004 and the two months ended December 31, 2004. We believe providing combined operating results for the full twelve months ended December 31, 2004 provides the most practical way to compare year-to-year results of operations.

On November 1, 2004, our equity sponsors, namely Insight Equity and Rosewood, acquired substantially all of the assets of our predecessor’s lens manufacturing, design and distribution operations and other assets related to its business from BMC Industries, Inc. in a bankruptcy-court supervised auction sale process.

The acquisition of our predecessor’s business by our equity sponsors was accounted for using the purchase method of accounting and the acquired assets and liabilities were adjusted to their estimated fair values.

In addition, our statement of operations data since November 1, 2004 include interest expense resulting from indebtedness incurred to finance the acquisition, amortization of intangible assets related to the acquisition and management fees that did not exist prior to the acquisition. As a result, the historical consolidated financial information for our predecessor is not generally comparable to our financial information for periods beginning November 1, 2004.

Selected consolidated financial data (continued)

	Successor										Combined			Predecessor
	For the six months ended June 30,				For the year ended December 31,			For the two months ended December 31,			For the twelve months ended December 31,			For the ten months ended October 31,			For the years ended December 31,
(in thousands, except per share data)	2006		2005		2005			2004			2004			2004			2003			2002			2001
					(As restated)(1)			(As restated)(1)
Statement of operations data:
Revenues	$	53,295	$	49,406	$	95,754		$	13,341		$	86,296		$	72,955		$	102,696		$	109,649		$	132,114
Cost of products sold	32,700		33,153		65,011			9,330			69,546			60,216			85,484			88,222			92,287
Gross margin	20,595		16,253		30,743			4,011			16,750			12,739			17,212			21,427			39,827
Operating expenses:
Research and development	1,140		714		1,664			344			2,361			2,017			2,806			2,598			2,713
Selling and marketing	7,964		7,289		14,204			1,963			13,310			11,347			14,641			15,996			17,379
General and administrative(2)	4,252		4,436		8,608			902			11,846			10,944			7,567			7,143			14,655
Other expense (income)(3)	143		11		123			24			(651		)	(675		)	(90		)	62			94
Impairment of long-lived assets(4)	—		—		—			—			5,844			5,844			2,592			—			—
Restructuring charges(5)	—		—		—			—			—			—			—			2,800			1,180
Total operating expenses	13,499		12,450		24,599			3,233			32,710			29,477			27,516			28,599			36,021
Income (loss) from operations	7,096		3,803		6,144			778			(15,960		)	(16,738		)	(10,304		)	(7,172		)	3,806
Interest expense (income)	3,306		2,565		5,354			922			922			—			22			(119		)	(191		)
Loss related to refinancing(6)	—		—		1,579			—			—			—			—			—			—
Increase in fair value of warrant put option(7)	606		99		2,011			—			—			—			—			—			—
Gain on sale—optifacts	—		—		—			—			—			—			—			(3,455		)
Income (loss) before income taxes, cumulative effect of accounting change and income (loss) from discontinued operations	3,184		1,139		(2,800		)	(144		)	(16,882		)	(16,738		)	(10,326		)	(3,598		)	3,997
Income tax expense (benefit)	413		556		1,162			106			(1,604		)	(1,710		)	(52		)	714			(1,723		)
Income (loss) before cumulative effect of accounting change and loss from discontinued operations	2,771		583		(3,962		)	(250		)	(15,278		)	(15,028		)	(10,274		)	(4,312		)	5,720
Loss from discontinued operations(8)	—		—		—			—			—			—			4,175			1,496			1,782
Cumulative effect of accounting change(9)	—		—		—			—			—			—			—			52,704			—
Net income (loss)	$	2,771	$	583	$	(3,962	)	$	(250	)	$	(15,287	)	$	(15,028	)	$	(14,449	)	$	(58,512	)	$	3,938

Adjusted EBITDA(10)(11)	$	11,530	$	7,448	$	13,571		$	1,909		$	2,383		$	474		$	887		$	1,962		$	15,416

(1) See Note 4 to the consolidated financial statements for further information regarding our restatement.

(2) In the ten months ended October 31, 2004, our predecessor incurred $5.0 million in bankruptcy-related costs.

(3) Our predecessor recorded a gain of $677 on the sale of a previously impaired building.

Selected consolidated financial data (continued)

(5) In February 2002, we announced plans to close our Azusa, California facility, sell the buildings and consolidate our operations into our existing manufacturing facilities in Ramsey, Minnesota and Jakarta, Indonesia. The total restructuring related costs were $2,800, of which $2,745 was utilized during 2002 and the remaining was used in 2003.

(6) We refinanced our indebtedness in December 2005, resulting in the accelerated write-off of finance costs that were previously capitalized.

(7) Certain of our prior lenders hold warrants that remain outstanding and which allow the warrant holders to require us to repurchase the warrants at fair value. The increase in fair value of these warrants is included in the consolidated statement of operations.

(8) In connection with our predecessor’s restructuring process, in accordance with SFAS No. 144, expense of approximately $1,832 was recorded in June 2003. In October 2003, our predecessor ceased financial and management support of our fully owned French subsidiary, Vision-Ease SAS. Vision-Ease SAS subsequently filed for insolvency with the French courts, which relinquished our predecessor’s control over Vision-Ease SAS as of November 5, 2003. Consequently, in the fourth quarter of 2003, our predecessor wrote off our remaining investment in Vision-Ease SAS, which was not material.

(9) In July 2001, the Financial Accounting Standards Board issued SFAS No. 142, Goodwill and Other Intangible Assets, which eliminated the systematic amortization of goodwill. We adopted SFAS No. 142 effective January 1, 2002 and ceased amortization of our goodwill balance. We continue to amortize intangible assets with finite lives over their estimated useful lives. SFAS No. 142 required us to complete an impairment review of our goodwill assets. During the first quarter of 2002, we completed our transitional impairment test using a discounted cash flow model required by SFAS No. 142 and determined that our goodwill was 100% impaired upon adoption. We recorded as a cumulative effect of change in accounting principle a write-off of our goodwill balance in the amount of $52,704 on which we recognized no tax benefit.

(10) To supplement our financial statements presented under generally accepted accounting principles, or GAAP, throughout this prospectus we reference Adjusted EBITDA to measure operating performance. Adjusted EBITDA represents net income (loss), before bankruptcy costs, impairment of long-lived assets, cumulative effects of an accounting change, gain (loss) on sale of business line, other expense (income), interest expense, change in fair value of warrant put option, loss related to refinancing, income tax expense (benefit), depreciation and amortization and loss from discontinued operations. We believe that Adjusted EBITDA is useful in evaluating our operating performance because:

Vision-Ease Lens, Inc. S-1