A Medical Device Daily

OptiCare Health Systems (Waterbury, Connecticut) reported the sale of all of the assets and certain liabilities of its Distribution Division to the company's CEO, Dean Yimoyines, MD, who resigned with the closing of the transaction. The Distribution Division was sold for $4.15 million, less a working capital adjustment.

The division consists of the company's contact lens distributor, Wise Optical, and its Optical Buying Group (both Yonkers, New York).

OptiCare also said it received a $4,445,000 equity investment, $4 million from Palisade Concentrated Equity Partnership, its majority stockholder, and $445,000 from Linda Yimoyines, wife of Dean Yimoyines. The investors received 280,618 shares of newly created Series D preferred stock. The per-share price of the Series D stock was $15.84 and is convertible into 40 shares of common stock at the option of the holder.

The sale of the Distribution Division, coupled with the equity investment from Palisade and Mrs. Yimoyines, will reduce the company's senior debt and strengthen its balance sheet, it said. It also noted that since January 2002 it has been able to reduce its senior debt from about $30 million to about $4 million after giving effect to this transaction.

The company also reported that Christopher Walls was named CEO, in addition to his offices of president and general counsel.

Walls said that the distribution unit spin-off consisted of “non-core, underperforming assets“ and with the decrease in depth the company “can now focus on improving operating efficiencies and growth in core businesses.“

Opticare said Dr. Yimoyines would continue as a director and also maintain his role as president and CEO of the company's medical affiliate, OptiCare. Dr. Yimoyines said that the new transaction would allow him to return to his “entrepreneurial roots while still providing guidance and counsel to OptiCare.“

OptiCare is an integrated eye care service company focus- ed on vision benefits management and consumer vision services, including medical, surgical and optometric services and optical retail.