UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~December~~January 36, ~~2009~~2010

Date of report (Date of earliest event reported)

EYE CARE CENTERS OF AMERICA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas

(State or Other Jurisdiction of Incorporation)

333-56551		74-2337775
(Commission File Number)		(IRS Employer Identification No.)
11103 West Avenue San Antonio, TX		78213-1392
(Address of Principal Executive Offices)		(Zip Code)

11103 West Avenue San Antonio, TX		78213-1392
(Address of Principal Executive Offices)		(Zip Code)

(210) 340-3531

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

InOn aJanuary 6, ~~press~~2010, ~~release~~HVHC ~~dated~~Inc. ~~December 4~~(“HVHC”), ~~2009,~~which indirectly wholly owns Eye Care Centers of America, Inc. (“ECCA”) ~~announced~~, issued a press release stating that, on December 331, 2009, ~~ECCA’s~~HVHC ~~Board~~consummated ofa ~~Directors~~refinancing transaction by entering into a new credit agreement (the “~~Board~~Credit Agreement”), with a syndicate of lenders led by ~~unanimous~~PNC ~~vote~~Bank, ~~elected~~National MrAssociation. A portion of the proceeds of the initial borrowings under the Credit Agreement was used to refinance all of HVHC and its subsidiaries’ then outstanding debt, including to redeem ECCA’s 10 ~~James~~3/4 N.% ~~Eisen~~Senior Subordinated Notes due 2015 and the related Guarantees (the “~~Mr.~~ECCA ~~Eisen~~Notes”), as ~~President~~well ofas ~~ECCA~~to ~~effective~~satisfy ~~December 3,~~all ~~2009.~~outstanding ~~Mr. Eisen, age~~obligations ~~52,~~under ~~currently~~that ~~serves~~certain ascredit ~~Chief~~agreement, dated ~~Operating~~March 1, ~~Officer~~2005, ofamong ECCA, ~~and~~ECCA heHoldings ~~has~~Corporation, ~~resigned~~the ~~from~~several ~~such~~banks ~~office~~and ~~upon~~other ~~the~~financial ~~effectiveness~~institutions ofor ~~his~~entities ~~election~~from time to ~~the~~time ~~office~~parties ofthereto, ~~President~~Bank of ~~ECCA.~~America, N.A. ~~copy~~and ofMerrill ~~the~~Lynch, ~~press~~Pierce, ~~release~~Fenner & isSmith ~~attached~~Incorporated, as toco-syndication ~~this~~agents, ~~Current~~and ~~Report~~JPMorgan onChase ~~Form~~Bank, ~~8-K~~ N.A., as ~~Exhibit~~administrative 99agent.1 HVHC is the sole shareholder of ECCA Holdings Corporation (“ECCA Holdings”), and ECCA Holdings is ~~incorporated~~the bysole ~~reference~~shareholder ~~herein~~of ECCA.

~~Also~~As ona ~~December~~result of the consummation of the transactions contemplated by the Credit Agreement, ECCA will cease filing any further periodic reports with the Securities and Exchange Commission (the “SEC”). The ECCA Notes are governed by that certain Indenture, dated February 34, ~~2009~~2005 (the “Indenture”), between ECCA ~~Holdings~~(as ~~Corporation~~successor in interest to LFS-Merger Sub, Inc.), as issuer, the ~~sole shareholder~~subsidiary guarantors named therein and the Bank of ~~ECCA~~New York Mellon Trust Company, ~~elected~~N.A. Mr(as successor in interest to the Bank of New York), as trustee (the “Trustee”). The ECCA Notes were registered on May ~~Eisen~~3, 2005 pursuant to a Form S-4 filed with the ~~Board~~SEC, and ECCA has continued as a voluntary filer of its periodic reports with the SEC pursuant to its contractual obligation under the Indenture. In connection with the consummation of the refinancing transaction, ECCA ~~effective~~called ~~January~~for the redemption of all of the ECCA Notes on February 116, 2010, and ~~consequently~~a ~~increased~~portion of the ~~total~~proceeds ~~number~~ of ~~directors~~borrowings ~~serving~~under the Credit Agreement were deposited with the Trustee on December 31, 2009 to effect such redemption. The foregoing actions effectively terminated the Indenture, including ECCA’s ~~Board~~contractual obligations to ~~six~~file ~~(6)~~any further periodic reports with the SEC.

~~ECCA~~The ispress ~~a participating employer~~release, ~~and~~attached ~~Mr. Eisen~~hereto ~~is a participant, in both the HVHC Annual Executive Incentive Plan (“AEIP”)~~ and ~~the~~filed ~~HVHC~~herewith ~~Long~~as ~~Term~~Exhibit ~~Incentive Plan (“LTIP”)~~99. HVHC Inc. (“HVHC”) is the sole shareholder of ECCA Holdings Corporation. In connection with Mr. Eisen’s election to the office of President of ECCA, on December 3, 2009 the Personnel and Compensation Committee (the “Committee”) of the Board of ECCA approved an increase, effective January 1, ~~2010,~~is toincorporated ~~Mr. Eisen’s~~herein ~~target~~by ~~award under the LTIP from 50% to 55% of Mr~~reference. ~~Eisen’s average~~ ~~earned salary over a three (3) year performance cycle. Mr. Eisen’s target award under the AEIP remains at 45% of his base annual salary.~~

InAll ~~addition, the Personnel and Compensation Committee~~ of the ~~Board~~information ~~authorized~~furnished ~~ECCA~~in ~~to cause ECCA Management Services, Ltd. (“ECCA Management”), ECCA’s subsidiary which is Mr.~~Item ~~Eisen’s actual employer, to enter into a new severance agreement with Mr~~8. ~~Eisen~~01 ~~effective as~~ of ~~December 3,~~this ~~2009~~report (and the ~~“New~~accompanying ~~Severance~~exhibits ~~Agreement”)~~shall ~~with~~not abe ~~term~~deemed ~~ending~~to ~~on December 31, 2011. ECCA Management’s payroll and other compensation funds may~~ be ~~drawn~~“filed” ~~from~~for ~~ECCA~~the ~~and/or~~purposes ~~various~~ of ~~ECCA’s~~Section 18 ~~subsidiaries which are affiliates~~ of ~~ECCA~~the ~~Management.~~Securities ~~The New Severance Agreement provides that if ECCA Management terminates Mr. Eisen’s employment~~and ~~relationship~~Exchange ~~for~~Act ~~reasons~~of ~~other~~1934, ~~than Cause (~~as ~~defined~~amended, inis ~~the~~not ~~New~~subject ~~Severance~~to ~~Agreement)~~the orliabilities ~~Mr. Eisen~~of ~~terminates~~that ~~his~~section ~~employment~~and ~~with~~shall ~~ECCA~~not ~~Management~~be asincorporated aby ~~result~~reference ~~of a Material Change (as defined~~ in ~~the~~any ~~New~~filing ~~Severance~~under ~~Agreement) during~~ the ~~term~~Securities Act of ~~such~~ ~~severance agreement~~1933, ~~then~~as ~~ECCA Management, or its affiliates, will provide the following severance compensation to Mr~~amended. ~~Eisen~~ ~~in lieu of compensation for periods subsequent to his termination of employment:~~

(i) 200% of base salary at the time of termination in equal installments over twenty-four (24) months;

(ii) any AEIP payments for the calendar year preceding termination and a prorated portion of AEIP payments earned during the year of termination based on the number of completed months of employment, plus certain payments under the LTIP based on five (5) or more years of service or attaining age 55;

(iii) up to eighteen (18) months’ worth of COBRA premiums for medical, dental and vision coverage; and

(iv) certain payments under any Executive Retirement Plan (“ERP”) adopted by ECCA to commence upon attaining age 55, based upon qualification for severance and five (5) or more years of service; provided, however, that five (5) or more years of service is not required for ERP payments if employment is terminated, upon a Change of Control, other than for Cause or as a result of a Material Change (as such terms are defined in the New Severance Agreement).

In addition, the New Severance Agreement provides for a non-competition and non-solicitation period which is co-terminus with Mr. Eisen’s severance period of twenty-four (24) months. This brief description of the New Severance Agreement is qualified in its entirety by reference to the provisions of the New Severance Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, incorporated by reference herein.

Mr. Eisen joined ECCA in June 2008 as Executive Vice President of Operations and was promoted to Chief Operating Officer of ECCA in October 2008. From September 2005 until May 2008, Mr. Eisen served as the Senior Vice President of Stores of Jo-Ann Stores, Inc., overseeing the operations of 800 stores, including sales, store strategy and growth, personnel development and operational execution tactics. From February 2001 through August 2005, Mr. Eisen was Vice President of Store Operations for Luxottica Licensed Brands, which included overseeing the operations of approximately 1,000 Sears Optical, Target Optical and BJ’s Optical stores. In this capacity, Mr. Eisen was responsible for field organization, sales and profit, personnel development, host relations and all operational tactics.

Also on December 3, 2009, in connection with Mr. Eisen’s appointment as President of ECCA, Mr. David L. Holmberg resigned from the office of President of ECCA, however, Mr. Holmberg will continue to serve as a director, Chairman and Chief Executive Officer of ECCA.

Item 9.01

Financial Statements and Exhibits.

~~(c)~~Exhibit ~~Exhibits~~99.1: Press Release of HVHC Inc. dated January 6, 2010 titled, “HVHC Consummates Refinancing Transaction.”

10.1		Severance Agreement of James N. Eisen
99.1		Press Release of Eye Care Centers of America, Inc. dated December 4, 2009

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this report which are not historical facts contain forward-looking information with respect to plans, projections or future performance of ECCA, the occurrence of which involve certain risks and uncertainties detailed in ECCA’s filings with the SEC.

SIGNATURES

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

	EYE CARE CENTERS OF AMERICA, INC.
Date: December 4, 2009	By:	/S/ DAVID L. HOLMBERG
Date: January 6, 2010	By:	/S/ DAVID L. HOLMBERG
		David L. Holmberg
		Chief Executive Officer

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