UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Jon Leibowitz, Chairman

Pamela Jones Harbour

William E. Kovacic

J. Thomas Rosch

___________________________________

)

 In the Matter of ) 

) 

TRANSITIONS OPTICAL, INC. ) Docket No. 091-0062

)

a corporation. )

____________________________________)

AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST

The Federal Trade Commission (“Commission”), having initiated an investigation

of certain acts and practices of Transitions Optical Inc. (“TOI”), hereinafter referred to as

“Proposed Respondent,” and it now appearing that Proposed Respondent is willing to enter into

an Agreement Containing Consent Order to Cease and Desist (“Consent Agreement”) from

certain acts and practices, and providing for other relief,

IT IS HEREBY AGREED by and between Proposed Respondent and its attorneys, and

counsel for the Commission that:

1. Proposed Respondent TOI is a corporation organized, existing and doing business under

and by virtue of the laws of the State of Delaware, with its principal place of business

located at 9251 Belcher Road, Pinellas Park, Florida 33782.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of 

Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission’s Decision and Order, attached hereto and

made a part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity

of the Decision and Order entered pursuant to this Consent Agreement; and,
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d. any claim under the Equal Access to Justice Act.

4. Proposed Respondent shall submit an initial report, pursuant to Section 2.33 of the

Commission’s Rules, 16 C.F.R. § 2.33, within fifteen (15) days of the date on which it

executes this Consent Agreement and every thirty (30) days thereafter until the Decision

and Order becomes final. Each such report shall be signed by the Proposed Respondent

and shall set forth in detail the manner in which the Proposed Respondent has to date

complied or has prepared to comply, is complying, and will comply with the Decision

and Order. Such reports will not become part of the public record unless and until the

Consent Agreement and Decision and Order are accepted by the Commission for public

comment.

5. This Consent Agreement shall not become part of the public record of the proceeding

unless and until it is accepted by the Commission. If this Consent Agreement is accepted

by the Commission it, together with the draft Complaint contemplated thereby, will be

placed on the public record for a period of thirty (30) days and information with respect

thereto publicly released. The Commission thereafter may either withdraw its acceptance

of this Consent Agreement and so notify the Proposed Respondent, in which event it will

take such action as it may consider appropriate, or issue and serve its Complaint (in such

form as the circumstances may require) and Decision and Order, in disposition of the

proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondent that the law has been violated as alleged in the draft

Complaint here attached, or that the facts as alleged in the draft Complaint, other than

jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (a) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, and (b) make information public with respect

thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant

to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may,

without further notice to Proposed Respondent, issue the attached Decision and Order in

disposition of the proceeding.

8. When final, the Decision and Order shall have the same force and effect and may be

altered, modified or set aside in the same manner and within the same time provided by

statute for other orders. The Decision and Order shall become final upon service. 

Delivery of the Complaint and the Decision and Order to Proposed Respondent by any

means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. 

Proposed Respondent waives any right it may have to any other manner of service. 

Proposed Respondent also waives any right it may otherwise have to service of any

appendices or attachments to the Decision and Order, and agrees that it is bound to

comply with and will comply with the Decision and Order to the same extent as if they
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had been served with copies of the appendices or attachments, where Proposed

Respondent is already in possession of copies of them.

9. The Complaint may be used in construing the terms of the Decision and Order, and no

agreement, understanding, representation, or interpretation not contained in the Decision

and Order, or the Consent Agreement may be used to vary or contradict the terms of the

Decision and Order.

10. Proposed Respondent has read the draft of the Complaint and the Decision and Order

contemplated hereby. By signing this Consent Agreement, Proposed Respondent

represents and warrants that it can accomplish the full relief contemplated by this

Consent Agreement, and that all parents, subsidiaries, affiliates, and successors necessary

to effectuate the full relief contemplated by this Consent Agreement are parties to the

Consent Agreement and are bound thereby as if they had signed this Consent Agreement

and were made parties to this proceeding and to the Decision and Order. Proposed

Respondent agrees to comply with the draft Decision and Order from the date it signs this

Consent Agreement. Proposed Respondent further understands that it may be liable for

civil penalties in the amount provided by law for each violation of the Decision and

Order after it becomes final. 

Signed this ____ day of ______________, 2010

TRANSITIONS OPTICAL INC.

___________________________

Richard C. Elias

Chief Executive Officer

Transitions Optical Inc.

____________________________

Counsel for Transitions Optical Inc.

FEDERAL TRADE COMMISSION 

 

By: _______________________

 Linda Holleran

 
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Approved:

___________________________

Patrick J. Roach

Deputy Assistant Director

Bureau of Competition

___________________________

Geoffrey Green

Deputy Assistant Director

Bureau of Competition

________________________

Melanie Sabo

Assistant Director

Bureau of Competition

______________________

Pete Levitas

Deputy Director

Bureau of Competition

 

Richard A. Feinstein

Director

Bureau of Competition