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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~January 30, 2014~~

Date of Report (Date of earliest event reported): January 31, 2014

COSTA INC.

(Exact name of registrant as specified in its charter)

Rhode Island (State or other jurisdiction of incorporation) 1-6720 (Commission File Number) 05-0126220 (IRS Employer Identification No.)

Rhode Island

1-6720

05-0126220

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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


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

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

_______________________________________________

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

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

¨	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 51.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On January 30 31, 2014, ~~Costa~~in ~~Inc.~~connection (with the closing ~~“Company”)~~of ~~held~~the aMerger ~~special~~(as ~~meeting~~defined ofbelow), ~~shareholders~~Costa Inc. (the “~~Special Meeting~~Company”), toterminated ~~consider certain proposals related to~~ the ~~Agreement~~Second Amended and ~~Plan~~Restated ofCredit ~~Merger (the “Merger~~ Agreement”), dated as of ~~November~~July 28, 72010, ~~2013~~as amended, by and among the Company, ~~Essilor~~and ~~International~~Cross ~~SA,~~Optical ~~a French société anonyme (“Essilor”)~~Group, ~~and GWH Acquisition Sub~~ Inc., aas borrowers, ~~Rhode~~Bank ~~Island corporation and indirect wholly owned subsidiary~~ of ~~Essilor (“Merger Sub”)~~America, ~~which provides~~N.A., ~~among~~as ~~other~~administrative ~~things~~agent, and ~~subject to~~ the ~~terms~~other banks and ~~conditions~~financial ~~set~~institutions ~~forth~~party ~~therein,~~thereto ~~that~~(the ~~Merger~~“Credit ~~Sub~~Agreement”). ~~will~~No beearly ~~merged~~termination ~~with~~penalties ~~and~~were ~~into~~incurred by the Company ~~(the~~in ~~“Merger”),~~connection with the termination ~~Company~~of ~~continuing as~~ the ~~surviving~~Credit ~~corporation and as an indirect wholly owned subsidiary of Essilor~~Agreement.

AsItem of2.01 ~~the~~Completion ~~close~~ of ~~business~~Acquisition onor ~~December~~Disposition ~~17, 2013, the record date for the Special Meeting, there were 11,389,860 shares~~ of ~~Class A common stock, par value $1~~Assets.~~00 per share (“Class A”), and 1,804,800 shares of Class B common stock, par value $1.00 per share (“Class B”).~~

AtOn January 31, 2014, pursuant to the ~~Special~~Agreement and ~~Meeting~~Plan atof ~~which~~Merger a(the ~~quorum~~“Merger ~~was~~Agreement”), ~~present~~dated as of November 7, 2013, by and among the ~~following~~Company, ~~proposals~~Essilor ~~were~~International ~~approved~~SA, bya French société anonyme ( “Essilor”), and GWH Acquisition Sub Inc., a Rhode Island corporation and indirect wholly owned subsidiary of Essilor (“Merger Sub”), Essilor completed its acquisition of the Company’s. ~~shareholders~~Pursuant byto the ~~requisite~~terms ~~vote. The~~of ~~Class~~the AMerger Agreement, Merger Sub merged with and ~~Class~~into Bthe ~~shareholders~~Company (the “Merger”), ~~voting~~with ~~together~~the Company continuing as athe ~~single~~surviving ~~class,~~corporation and becoming an indirect wholly owned subsidiary of Essilor. The Merger Agreement was approved ~~such~~and ~~proposals~~adopted inby the ~~following~~Company’s ~~manner:~~shareholders at a special meeting held on January 30, 2014.

In connection with the consummation of the Merger, each Class A Common Share, $1.00 par value per share (“Class A Common Share”), and Class B Common Share, $1.00 par value per share (“Class B Common Share”), ~~The~~of ~~proposal~~the toCompany ~~approve~~(collectively, the “Company Common Shares”) issued and ~~adopt~~outstanding immediately prior to the effective time of the Merger ~~Agreement,~~(the ~~including~~“Effective Time”) (other than treasury shares of the ~~Merger~~Company and any Company Common Shares owned by the ~~other~~Company ~~transactions~~or ~~contemplated~~Essilor ~~thereby~~or any subsidiary of the Company or Essilor) was cancelled and converted into the right to receive $21.50 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

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

At the Effective Time, each outstanding option to purchase Company Common Shares (“Company Stock Option”), whether or not then vested, that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option multiplied by (ii) the number of Company Common Shares subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Merger Consideration was cancelled for no consideration and had no further force or effect from and after the Effective Time.

~~(2)~~Also ~~The~~at ~~proposal~~the Effective Time, each award consisting of Company Common Shares subject to ~~approve~~forfeiture, byrepurchase, aredemption, ~~non-binding~~right ~~advisory~~of ~~vote~~first refusal or other restrictions (“Company Restricted Stock Awards”), ~~certain~~whether ~~compensation~~or ~~arrangements~~not ~~payable~~then vested, that was outstanding immediately prior to the Effective Time became fully vested and each such Company’s ~~named~~Restricted ~~executive~~Stock ~~officers~~Award was cancelled in ~~connection~~exchange ~~with~~for the right ~~consummation~~to receive an amount in cash equal to (i) the aggregate number of Company Common Shares subject to such Company Restricted Stock Award multiplied by (ii) the Merger Consideration.

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

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of 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 (the “SEC”) on November 8, 2013 and is incorporated herein by reference.

(Item 3).01 ~~The~~Notice ~~proposal to approve the adjournment~~ of ~~the~~Delisting ~~special meeting, if necessary~~ or ~~appropriate,~~Failure to ~~solicit~~Satisfy ~~additional~~a ~~proxies~~Continued ifListing ~~there~~Rule ~~are~~or ~~not~~Standard; ~~sufficient~~Transfer ~~votes~~of ~~to approve and adopt the Merger Agreement~~Listing.

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

The information set forth under Item 2.01 is incorporated herein by reference.

In ~~addition,~~connection with the ~~Class~~closing Bof ~~shareholders~~the (1Merger,~~804,800~~ ~~shares)~~the ~~voted,~~Company asnotified athe ~~separate~~NASDAQ ~~class,~~Stock ~~100%~~Market (“~~FOR~~NASDAQ”) ~~each~~on January 31, 2014 of ~~foregoing~~the ~~proposals~~effectiveness of the Merger. ~~For~~ ~~more~~The ~~information~~Company onrequested ~~each~~that ofNASDAQ ~~these~~file ~~proposals,~~a ~~see~~Form 25 with the ~~Company’s~~SEC ~~definitive~~to ~~proxy~~remove ~~statement~~the ~~filed~~Class A ~~with~~Common ~~the~~Shares ~~Securities~~from listing thereon and ~~Exchange~~to ~~Commission~~deregister onthe ~~December~~Class A 20Common Shares under Section 12(b) of the Securities Exchange Act of 1934, ~~2013~~as amended (the “Exchange Act”). Trading of the

2 Class A Common Shares was suspended as of the close of trading on January 31, 2014. In addition, the Company intends to file with the SEC a Form 15 requesting the deregistration of the Class A Common Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The information set forth under Item 2.01 is incorporated herein by reference. Essilor funded the transaction with cash on hand.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, all of the members of the Company’s board of directors (Harlan M. Kent, Andrew J. Parsons, Frances P. Philip, Russell A. Boss, Bernard V. Buonanno, Jr., Jacob C. Gaffey, Dwain L. Hahs and David G. Whalen) resigned as of the Effective Time. As of the Effective Time, the sole shareholder of the Company, an indirect wholly owned subsidiary of Essilor, elected representatives of Essilor as members of the Company’s board of directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s Articles of Incorporation was amended and restated in its entirety. The Amended and Restated Articles of Incorporation of the Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time, the Bylaws of Merger Sub became the Bylaws of the Company. The Amended and Restated Bylaws of the Company are filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit No.		Exhibit

2.1		Agreement and Plan of Merger, dated as of November 7, 2013, by and among Costa Inc., Essilor International SA and GWH Acquisition Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Costa Inc. on November 8, 2013).

3.1		Amended and Restated Articles of Incorporation of Costa Inc.

3.2		Bylaws of Costa Inc.

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.

Date: January 30, 2014	COSTA INC.
Date: February 3, 2014				COSTA INC.
	~~By:~~	~~/s/ Tina C. Benik~~		By:	/s/ Tina C. Benik
		~~Name:~~	~~Tina C. Benik~~		Name:	Tina C. Benik
		~~Title:~~	~~General Counsel and Corporate Secretary~~		Title:	General Counsel and Corporate Secretary

3EXHIBIT INDEX


Exhibit No.		Exhibit

2.1		Agreement and Plan of Merger, dated as of November 7, 2013, by and among Costa Inc., Essilor International SA and GWH Acquisition Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Costa Inc. on November 8, 2013).

3.1		Amended and Restated Articles of Incorporation of Costa Inc.

3.2		Bylaws of Costa Inc.

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