UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): March 9, 2010

FGX INTERNATIONAL HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

BRITISH VIRGIN ISLANDS

(State or Other Jurisdiction of
Incorporation)

001-33760

(Commission File Number)

98-0475043

(I.R.S. Employer Identification No.)

500 George Washington Highway

Smithfield, Rhode Island

(Address of Principal Executive Offices)

02917

(Zip Code)

Registrant’s telephone number including area code: (401) 231-3800

Not Applicable

(Former Name or Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Section 2 — Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 12, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 15, 2009, among Essilor International (“Essilor”), 1234 Acquisition Sub Inc. (“Merger Sub”) and FGX International Holdings Limited (the “Company”), Essilor completed its acquisition of the Company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Essilor.

Pursuant to the Merger Agreement, each issued and outstanding ordinary share, no par value (“Ordinary Share”), was converted at the effective time of the Merger into the right to receive $19.75 in cash, without interest (less any applicable withholding taxes). All Ordinary Shares (1) held by the Company in treasury or (2) owned by Merger Sub and Essilor, or any wholly-owned subsidiary thereof, were cancelled and ceased to exist at the effective time of the Merger by virtue of the Merger and no consideration was delivered or deliverable in exchange for those shares.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 18, 2009, and is incorporated herein by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

FGX International Holdings LTD 8-K