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 -------------- <TABLE> Date of Report (Date of earliest event reported): August 8, 2005 OPTICARE HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-15223 76-0453392 ------------------------- ----------------------- ---------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 87 Grandview Avenue, Waterbury, Connecticut 06708 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 596-2236 </TABLE> 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPLE OFFICERS. (d) On August 8, 2005, Dennison T. Veru was appointed to the Board of Directors of OptiCare Health Systems, Inc. (the "Registrant"), to fill the vacancy created by Mark Hoffman's May 9, 2005 resignation, and will serve until the next annual meeting of stockholders and until his successor has been elected and qualified. Pursuant to a restructure agreement among the Registrant, Palisade Concentrated Equity Partnership, L.P. ("Palisade"), the Registrant's majority stockholder, and Dean J. Yimoyines, M.D., dated as of December 17, 2001, as amended on January 5, 2002 and January 22, 2002, the Registrant has agreed that, so long as Palisade owns more than 50% of the voting power of the Registrant, it shall have the right to designate a majority of the Registrant's Board of Directors. Mr. Veru was appointed to the Registrant's Board of Directors upon the recommendation of Palisade pursuant to this provision. SIGNATURE 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. OPTICARE HEALTH SYSTEMS, INC. (Registrant) Date: August 31, 2005 by: /s/ Christopher J. Walls ----------------------------------- Name: Christopher J. Walls Title: Chief Executive Officer, President and General Counsel