<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM  10-Q/A
                               (Amendment No.2)

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


 For Quarterly Period Ended   March 31, 1997  Commission File Number   0-21068
                              --------------                          --------
                                        
                          SIGHT RESOURCE CORPORATION
-------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


                Delaware                                  04-3181524
-------------------------------------------------------------------------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)

                            67 South Bedford Street
                             Burlington, MA 01803
-------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                 617-229-1100
-------------------------------------------------------------------------------
                          (Issuer's telephone number)
                                        
                                      N/A
-------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since the last
                                    report)
                                        
Check whether the issuer (1)  filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                                      Yes  X   No___  
                                                          ----   
                                                                         

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

On April 28, 1997, 8,618,704  shares of common stock, par value $0.01 per share,
were outstanding.

                                               TOTAL PAGES                  14
                                               EXHIBIT INDEX AT PAGE        13
<PAGE>
 
                           SIGHT RESOURCE CORPORATION
                                     INDEX
                                         
<TABLE> 
<CAPTION>  
PART I. FINANCIAL INFORMATION                                             PAGE
                                                                          ----
<S>                                                                       <C> 
 Item 1  Financial Statements
 
         Consolidated Balance Sheets as of March 31, 1997 and
         December 31, 1996                                                   3

         Consolidated Statements of Operations for the Three
         Months Ended March 31, 1997 and 1996                                4
 
         Consolidated Statements of Cash Flows for the Three
         Months Ended March 31, 1997 and 1996                                5
 
         Notes to Consolidated Financial Statements                          6
 
 
 Item 2  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                             10
 
PART II. OTHER INFORMATION
 
 Item 6  Exhibits and Reports on Form 8-K                                   13
 
         Signatures                                                         14
</TABLE> 

                                       2
<PAGE>
 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
 
                          SIGHT RESOURCE CORPORATION
                          Consolidated Balance Sheets
                (In thousands, except share and per share data)

<TABLE> 
<CAPTION> 
                                                                                    March 31,                December 31,
                                                                                      1997                      1996
                                                                           -------------------------     -------------------- 
<S>                                                                        <C>                           <C>         
ASSETS
Current assets:
   Cash and cash equivalents                                                                  $8,252                   $9,924
   Accounts receivable, net of allowance
     of $381 and $353, respectively                                                            1,875                    1,405
   Inventories                                                                                 2,395                    2,489
   Prepaid expenses and other current assets                                                     967                      286
   Assets held for sale                                                                          360                      458
                                                                           -------------------------     -------------------- 
      Total current assets                                                                    13,849                   14,562
                                                                           -------------------------     -------------------- 
 
Property and equipment                                                                         6,470                    6,030
Less accumulated depreciation                                                                 (1,414)                  (1,095)
                                                                           -------------------------     -------------------- 
      Net property and equipment                                                               5,056                    4,935
                                                                           -------------------------    ---------------------
 
Other assets:
   Intangible assets, net                                                                     11,604                   11,768
   Other assets                                                                                  847                      165
                                                                           -------------------------    ---------------------
     Total other assets                                                                       12,451                   11,933
                                                                           -------------------------    ---------------------
                                                                                             $31,356                  $31,430
                                                                           =========================    =====================
 
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving note payable                                                                     $1,475                     $475
   Current portion of long term debt                                                           1,400                      800
   Accounts payable                                                                            1,384                    1,843
   Accrued expenses                                                                            4,395                    3,670
                                                                           -------------------------    ---------------------
      Total current liabilities                                                                8,654                    6,788
                                                                           -------------------------    ---------------------
 
Non-current liabilities:
   Long term debt, less current maturities                                                       ---                    1,600
   Other liabilities                                                                             280                      276
                                                                           -------------------------    ---------------------
     Non-current liabilities                                                                     280                    1,876
                                                                           -------------------------    ---------------------
 
Stockholders' equity:
   Preferred Stock, $.01 par value.  Authorized 5,000,000
     shares; no shares issued and outstanding.                                                   ---                      ---
   Common Stock, $.01 par value.  Authorized 20,000,000
     shares; issued 8,648,768 at March 31, 1997
     and December 31, 1996.                                                                       86                       86
   Additional paid-in capital                                                                 37,690                   37,510
   Common stock issuable, 71,181 shares at March 31,
      1997 and December 31, 1996                                                                 432                      432
   Treasury stock at cost
         (shares at March 31, 1997: 30,600)                                                     (137)                     ---
   Accumulated deficit                                                                       (15,649)                 (15,262)
                                                                           -------------------------    ---------------------
     Total stockholders' equity                                                               22,422                   22,766
                                                                           -------------------------    ---------------------
                                                                                             $31,356                  $31,430
                                                                           =========================    =====================
</TABLE> 

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Operations
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                             March 31,           March 31,
                                                                               1997                1996
                                                                   ---------------------------------------------
<S>                                                                <C>                           <C>
Net revenue                                                                  $10,440                      $5,660

Cost of revenue                                                                3,849                       2,262
                                                                    ----------------                ------------

   Gross profit                                                                6,591                       3,398

Selling, general and administrative expenses                                   7,000                       4,082
                                                                    ----------------                ------------

Loss from operations                                                            (409)                       (684)
                                                                    ----------------                ------------

Other income (expense)
   Interest income                                                               102                          94
   Interest expense                                                              (80)                        (58)
                                                                    ----------------                ------------
     Total other income (expense)                                                 22                          36
                                                                    ----------------                ------------

Net loss                                                                       ($387)                      ($648)
                                                                    ================                ============
 


Net loss per common share                                                     ($0.04)                     ($0.10)
                                                                    ================                ============

Weighted average number of common
  shares outstanding                                                           8,638                       6,347
                                                                    ================                ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Cash Flows
                                (In thousands)
 
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                      March 31, 1997             March 31, 1996
                                                                  ----------------------     ----------------------
<S>                                                               <C>                        <C> 
Operating activities:
   Net loss                                                                       ($387)                     ($648)
   Adjustments to reconcile net loss to net cash
         used in operating activities:
      Depreciation and amortization                                                 483                        435
      Changes in operating assets and liabilities:
         Accounts receivable                                                       (470)                      (378)
         Inventories                                                                 94                       (114)
         Prepaid  expenses and other current assets                                (681)                      (373)
         Accounts payable and accrued expenses                                      266                       (399)
                                                                  ----------------------     ----------------------
             Net cash used in operating activities                                 (695)                    (1,477)
                                                                  ----------------------     ----------------------
 
Investing activities:
   Purchases of property and equipment                                             (440)                      (229)
   Proceeds from sale of assets                                                      98                        376
   Other assets                                                                    (502)                       (37)
                                                                  ----------------------     ----------------------
         Net cash provided by(used in) investing activities                        (844)                       110
                                                                  ----------------------     ----------------------
 
Financing activities:
   Principal payments on long term debt                                             ---                       (100)
  Other liabilities                                                                   4                         10
  Net proceeds from exercise of  warrants                                           ---                          1
   Purchase of common stock for treasury                                           (137)                       ---
                                                                  ----------------------     ----------------------
            Net cash used in  financing activities                                 (133)                       (89)
                                                                  ----------------------     ----------------------
 
Net (decrease) in cash and cash equivalents                                      (1,672)                    (1,456)
 
Cash and cash equivalents, beginning of period                                    9,924                      8,035
                                                                  ----------------------     ----------------------
Cash and cash equivalents, end of period                                        $ 8,252                      6,579
                                                                  ======================     ======================
Supplemental Disclosure:
   Interest paid                                                                $   102                    $    44
                                                                  ======================     ======================
   Equity issued associated with
      credit agreement                                                          $   180                        ---
                                                                  ======================     ======================
  </TABLE>
 
See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        


(1)     THE COMPANY
    (a) Nature of Business

        The business of Sight Resource Corporation is to participate in the
        delivery of a complete range of eye care products and services` through
        integrated networks of opticians, optometrists and ophthalmologists.

    (b) US Acquisitions
        During 1995, the Company acquired two primary eye care chains, effective
        January 1, 1995 and July 1, 1995, respectively. The aggregate purchase
        price paid in connection with the acquisitions consisted of (i) $2,660
        in cash, (ii) 555,525 shares of common stock, (iii) the assumption of
        approximately $1,600 of net liabilities, and (iv) $660 payable over a 3
        year period and $250 payable over 18 months, contingent upon the
        occurrence of certain future events. The transactions were accounted for
        using the purchase method of accounting.

        Effective July 1, 1996, the Company purchased certain assets and assumed
        certain liabilities of The E.B. Brown Optical Company and Brown Optical
        Laboratories, Inc. as well as entered into a merger with E.B. Brown
        Opticians, Inc. (together "EB Brown") for approximately $4,000 in cash,
        521,997 shares of common stock issued, 71,181 shares of common stock to
        be issued and $1,400 in notes payable over an eighteen month period. The
        total value assigned to the shares of common stock issued and to be
        issued is $2,333,000. The shares issued and to be issued have been
        recorded in the statement of stockholders' equity. EB Brown operates
        forty-two eye care centers located throughout Ohio and western
        Pennsylvania which provide optometric and audiology goods and services
        to persons with vision and hearing disorders. The transaction was
        accounted for using the purchase method of accounting.

        The results of operations of the three acquisitions have been included
        in the consolidated financial statements from their respective dates of
        acquisition. The excess of the purchase price and expenses associated
        with each acquisition over the estimated fair value of the net assets
        acquired has been recorded as goodwill.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    (a) Basis of Presentation
        The accompanying consolidated financial statements have been prepared by
        the Company without audit, pursuant to the rules and regulations of the
        Securities and Exchange Commission. In the opinion of the Company, these
        consolidated financial statements contain all adjustments (consisting of
        only normal, recurring adjustments) necessary to present fairly the
        financial position of Sight Resource Corporation as of March 31, 1997
        and the results of its operations and cash flows for the three months
        ended March 31, 1997 and 1996.

        The accompanying consolidated financial statements and related notes
        should be read in conjunction with the audited consolidated financial
        statements which are contained in the Company's Annual Report on Form 
        10-K for the year ended December 31, 1996.

                                       6
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

   (b) Principles of Consolidation
       The accompanying consolidated financial statements include the accounts
       of the Company, its wholly-owned subsidiaries and two professional
       corporations ("PCs") in which the Company's subsidiaries assume the
       financial risks and rewards of such PCs through a management contract and
       a stock agreement. The Company has no direct equity ownership in the
       PCs. All significant intercompany balances and transactions have been
       eliminated.

       In preparation of these consolidated financial statements in conformity
       with generally accepted accounting principles, management of the Company
       has made estimates and assumptions that affect the reported amounts of
       assets and liabilities, such as accounts receivable, inventory impairment
       of property and equipment and intangibles. Actual results could differ
       from those estimates.

   (c) Revenue Recognition
       Revenue and the related costs from the sale of eyewear are recognized at
       the time an order is placed. The revenue generated from eye care services
       is recognized when the services are performed. The Company has fee for
       service arrangements with all of its third party payors. Revenue is
       reported net of the contractual allowances. Contractual allowances are
       estimated in the period the related services are rendered and adjusted in
       future periods as final settlements are determined. The provision and
       related allowance are adjusted periodically, based upon an evaluation of
       historical collection experience, industry reimbursement trends and other
       relevant factors. The Company has not had any material settlement with
       third-party payors nor is it aware of any material claims, disputes or
       unsettled matters with any third-party payor.

       Under revenue sharing arrangements for refractive surgery where the
       Company is not responsible for patient billing, the Company receives a
       specified payment from the hospital or center for each refractive
       surgical procedure performed. Accordingly, the Company recognizes revenue
       on a per procedure basis at the time procedures are performed. Under
       revenue-sharing arrangements for refractive surgery where the Company is
       responsible for the collection from the patient and payment to the
       ophthalmologist and other operating costs, the total patient charge is
       recorded as revenue with the corresponding expenses recorded in cost of
       revenue.

   (d) Inventories
       Inventories primarily consist of the costs of eyeglass frames, contact
       lenses, ophthalmic lenses, sunglasses and other optical products and are
       valued at the lower of cost (using the first-in, first-out method) or
       market.

   (e) Property and Equipment
       Property and equipment is stated at cost. The Company provides for
       depreciation at the time the property and equipment is placed in service.
       The straight-line method is used over the estimated useful life of the
       assets.

                                       7
<PAGE>

                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

   (f) Intangible Assets
       Intangible assets resulting from the business acquisitions consist of
       patient lists, trademarks, non-compete agreement and the excess cost of
       the acquisition over the fair value of the net assets acquired
       (goodwill). Certain values assigned are based upon independent appraisals
       and are amortized on a straight line basis over a period of 5 to 25
       years. The Company assesses the recoverability of unamortized intangible
       assets on an ongoing basis by comparing anticipated operating profits and
       future, undiscounted cash flows to net book value. If anticipated
       operating profits and future, undiscounted cash flows are less than net
       book value, then an impairment charge is recorded to reduce the carrying
       value of the assets to fair value. In performing this analysis,
       management considers such factors as current results, trends, and future
       prospects, in addition to other economic factors.

   (g) Deferred Revenue
       The Company offers a contact lens purchasing program in which, for a set
       fee, customers may purchase contacts at discounted rates for a 12 month
       period. The Company recognizes revenue from the sales of its contact lens
       purchasing program on a monthly basis over the life of the program.

   (h) Net Loss Per Share
       Net loss per share of common stock is based on the weighted average
       number of common shares outstanding. Common stock equivalents are not
       included in the calculation because they are antidilutive.


(3)    DEBT
       Debt is as follows:

<TABLE>
<CAPTION>
                                                                 MARCH 31,               DECEMBER 31,  
                                                                      1997                       1996
                                                                      ----                       ----
       <S>                                                       <C>                     <C>
       Bank term loan secured by all assets of one of the      
       Company's subsidiaries                                      $     -                    $ 1,000
                                                               
                                                               
       Unsecured notes payable, 7% interest rate, $400 due on  
       September 18, 1997 and $1,000 due on March 18, 1998;   
       due on demand if the Company's cash balance is less    
       than $2,800                                                   1,400                      1,400
                                                                   -------                    ------- 
                                                                     1,400                      2,400
                                                               
       Less current maturities                                       1,400                        800
                                                                   -------                    -------
       Long term debt, less current maturities                     $     0                    $ 1,600
                                                                   =======                    =======
</TABLE>                                                    
                                                               
       At December 31, 1996, the Company had available a revolving credit
       facility in the amount of $500 based on eligible accounts receivable and
       inventory balances. As of December 31, 1996, $25 was unused.

                                       8

<PAGE>
 
                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        

(3)  DEBT (CONTINUED)
     On February 20, 1997, the Company entered into a Credit Agreement (the
     "Agreement") with a bank pursuant to which the Company can borrow $5,000 on
     a term loan basis and $5,000 on a revolving credit basis, subject to
     certain performance criteria. These loans are secured by all assets of the
     Company and its wholly owned subsidiaries. As of March 31, 1997, the entire
     term loan was unused and $1,475 is outstanding on the revolving note. The
     revolving note bears interest at the bank's prime rate plus 1.25% (9.75% at
     March 31, 1997). As part of the Agreement, the Company issued to the bank
     warrants to purchase 150,000 shares of the common stock at a purchase price
     of $4.625 per share. The warrants expire December 31, 2003. The warrants
     were accounted for as additional paid in capital based upon the fair value
     of the securities. Fair market value was determined by using the
     relationship of the interest rate charged with the warrants versus the rate
     to be charged without the warrants. This value approximated that obtained
     using the Black Scholes Method.

                                       9
<PAGE>
 
PART I:
ITEM 2:             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                       
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

     Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.
These risks are described in the Company's Form 10K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange Commission.

OVERVIEW

The Company is in business to manufacture, distribute and sell eyewear and
related products and services and, as necessary, to administer the business
functions of providing vision related medical services.  The Company provides a
complete range of eye care products and services through integrated networks of
opticians, optometrists and ophthalmologists.  The Company's services are
provided primarily to persons with common vision disorders, as well as to
persons with sight-threatening conditions.  The Company's operations currently
consist of 72 eye care centers, a centralized optical laboratory and
distribution center, two management service organizations ("MSOs") and ten laser
vision correction ("LVC") centers which the Company has established in
association with leading hospitals, ambulatory surgery centers and
ophthalmologists.

The Company's objective is to become the leading integrated provider of eye care
products and services in select, regional markets.  To develop significant
regional integrated networks, the Company's business strategy focuses on (i)
acquiring and integrating the assets of regional multi-site eye care centers and
the practices of eye care professionals (optometrists and ophthalmologists),
(ii) employing or entering into management services contracts with these
professionals, (iii) continuing to market comprehensive and competitively priced
eye care programs to leading HMOs, insurance companies and other third party
payors in the Company's regional markets, (iv) expanding strategic affiliations,
for pathology co-management opportunities, with select hospitals, ambulatory
surgery centers and eye care professionals and (v) continuing to market and
provide access to LVC services through the Company's eye care centers.

The Company believes that its integrated approach to eye care provides
significant advantages, benefits and opportunities to patients, providers and
payors.  Patients benefit from the convenience of eye care products and services
delivered at a single location.  Eye care professionals benefit from the
supplemental management and administrative services and resources provided by
the Company, permitting them to continue to dedicate their time and effort to
their patients and professional practices.  Payors benefit from the Company's
ability to conveniently provide a complete range of eye care products and
services with the highest quality at the lowest cost.

                                       10
<PAGE>
 
RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NET REVENUE.  The Company generated net revenue of approximately $10.4 million
during the three months ended March 31, 1997, from the operation of its 72 eye
care centers and ten laser vision correction centers as compared to net revenue
of approximately $5.7 million from its 29 eye care centers and six laser vision
correction centers for the same period in 1996.  Of the $4.7 million, or 82.5%,
increase in net revenue, approximately $3.9 million relates to the additional
forty-two eye care centers acquired effective July 1, 1996. The remaining
increase is due to increases in laser vision correction services and revenue
generated in existing eye care centers.

COST OF REVENUE.  Cost of revenue increased from approximately $2.3 million for
the three months ended March 31, 1996 to approximately $3.9 million for the
three months ended March 31, 1997.  Cost of revenue as a percent of net revenue
decreased from 40.0% for the three months ended March 31, 1996 to 36.9% for the
three months ended March 31, 1997.  The decrease as a percentage of net revenue
is attributable to reduced depreciation on ophthalmic equipment after the write
down due to the asset impairment recognized in the fourth quarter of 1996, as
well as manufacturing efficiencies realized at the Company's central lab.  Cost
of revenue for the three months ended March 31, 1997 and 1996 principally
consisted of (i) the cost of manufacturing, purchasing and distributing optical
products to its customers and (ii) the cost of delivering laser vision
correction services, including depreciation and maintenance on excimer lasers.

SELLING, GENERAL AND ADMINISTRATION EXPENSES.  Selling, general and
administration expenses were approximately $7.0 million for the three months
ended March 31, 1997 as compared to approximately $4.1 million for the three
months ended March 31, 1996.  The increase primarily relates to payroll and
facility costs incurred in operating additional eye care centers in the first
quarter of fiscal 1997 as compared to the first quarter of fiscal 1996.
Selling, general and administrative expenses, as a percentage of net revenue,
declined from 72.1% in 1996 to 67.0% in 1997.  This decrease is primarily a
result of operating efficiencies which the Company began to realize from the
acquisition and expansion of multi-site eye care centers.

OTHER INCOME AND EXPENSES.  Interest income totaled $102,000 for the three
months ended March 31, 1997 as compared to $94,000 for the three months ended
March 31, 1996.  This increase resulted from the investment of a higher average
cash balance during the first quarter of 1997 as compared to the same period in
1996.  Interest expense totaled $80,000 for the three months ended March 31,
1997 as compared to $58,000 for the three months ended March 31, 1996.  The
increase is associated with a higher average balance of debt outstanding in the
first quarter of 1997 as compared to the same period in prior year.

NET LOSS.  The Company realized a net loss of $387,000 ($0.04 per share) for the
three months ended March 31, 1997, as compared to $648,000 ($0.10 per share) for
the three months ended March 31, 1996.

                                       11
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1997, the Company had approximately $8.3 million in cash and cash
equivalents and working capital of approximately $5.2 million in comparison to
approximately $9.9 million in cash and cash equivalents and working capital of
approximately $7.8 million as of December 31, 1996.  The decrease in working
capital is mainly due to debt becoming current as of March 31, 1997.

As of March 31, 1997, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:

<TABLE>
<CAPTION>
Securities                                                                   Potential
                                                                             proceeds                                  
--------------------------------------------------                  -------------------                                  
<S>                                      <C>                        <C>                                                 
Warrants                                 2,472,100                         $14,800,000                                  
Class A Warrants                            85,000                             500,000                                  
Unit Purchase Options                      215,000                           3,700,000                                  
IPO Representative Warrants                 85,000                           1,300,000                                  
Creditanstalt Warrants                     150,000                             694,000                                  
Representative Warrants                    170,000                           1,400,000                                  
                                                                    -------------------
                                                                           $22,394,000                                  
                                                                    ===================                                   
</TABLE>

There can be no assurance that the Company will obtain any such proceeds from
the exercise of the above securities.

On February 20, 1997, the Company entered into a Credit Agreement (the
"Agreement") with a bank pursuant to which the Company can borrow $5 million on
a term loan basis and $5 million on a revolving credit basis, subject to certain
performance criteria.  Such certain performance criteria include, among others,
financial condition covenants such as rolling EBITDA levels, indebtedness to
EBITDA ratios, current ratio of 1:1 and minimum net worth ratios.  The term loan
facility bears an interest rate of prime plus 1.5% or LIBOR plus 3% at the
borrowers election and the revolving credit facility bears an interest rate of
prime plus 1.25% or LIBOR plus 2.75% at the borrowers election.  These loans are
secured by all assets of the Company and its wholly owned subsidiaries.  Amounts
borrowed under the Agreement will be used to finance future acquisitions,
provide ongoing working capital and for other general corporate purposes.  In
addition, the Company refinanced existing bank debt using the revolving credit
facility.  As part of the Agreement, the Company issued to the bank warrants to
purchase 150,000 shares of the common stock at a purchase price of $4.625 per
share.  The warrants expire December 31, 2003.

The Company anticipates that its working capital and sources of capital, such as
the new credit facility, will be adequate to fund the Company's currently
proposed activities for at least the next twelve months.  The Company
anticipates using financing vehicles such as bank debt and other sources of
funding, such as additional equity offerings, to achieve its business plan,
including the acquisition of multi-site eye care centers.  By acquiring multi-
site eye care centers, the Company gain a critical mass of locations ensuring
that potential patients and third party payors will have convenient access to a
wider variety of eye care services.  It also allows the Company to deliver these
services at considerable savings by using existing corporate and operational
infrastructure, which includes store operations, MIS, manufacturing, purchasing,
distribution and training.  The Company is currently evaluating potential
acquisition candidates.  Without additional funding, the Company's rate of
acquisition and size of acquisition could be limited.

                                       12
<PAGE>
 
PART II.  OTHER INFORMATION


 Item 6   EXHIBITS AND REPORTS ON FORM 8-K
          a.  Exhibits furnished as Exhibits hereto:
                  Exhibit 10.1  Amendment No. 1 to Employment Agreement dated
                  ------------                                               
                  January 2, 1997, among Cambridge Eye Associates, Inc., Sight
                  Resource Corporation and Elliot S. Weinstock, O.D.        


          b.  On March 7, 1997, the Company filed a Form 8-K related to the
          Credit Agreement, dated February 20, 1997, between the Company and
          Creditanstalt Corporate Finance Corporation, Inc.

                                       13
<PAGE>
 
                                  SIGNATURES
                                        
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            SIGHT RESOURCE CORPORATION


Date:  July 15, 1998                        By: /s/ William T. Sullivan
                                                -----------------------
                                                William T. Sullivan
                                                President

                                       14