<PAGE>

================================================================================
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                               -----------------

                                  FORM 10-K/A
                       (Amendment No. 1 to Form 10-K/A)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

   For the fiscal year ended December 29, 2001

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

   For the transition period from ______________ to ______________


                        Commission file number: 0-21068
                               -----------------

                          SIGHT RESOURCE CORPORATION
            (Exact name of registrant as specified in its charter)
                      Delaware                 04-3181524
                   (State or other               (I.R.S.
                    jurisdiction         Employer Identification
                 of incorporation or              No.)
                    organization)

                 6725 Miami Avenue,               45243
                   Cincinnati, OH
                (Address of principal          (Zip Code)
                 executive offices)

      Registrant's telephone number, including area code:  (513) 527-9700

      Securities registered pursuant to Section 12(b) of the Act:  None.

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, $.01 par value per share
                               (Title of Class)

                        Preferred Share Purchase Rights
                               (Title of Class)
                               -----------------

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

   The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant (without admitting that any person whose
shares are not included in such calculation is an affiliate) on April 18, 2002,
was approximately $5,417,721 based on the last sale price as reported by OTC.

   As of April 18, 2002, the registrant had 30,698,309 shares of common stock
outstanding, which does not include 30,600 shares held as treasury stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

   None.
================================================================================

<PAGE>

                               EXPLANATORY NOTE

   This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 2001, as filed on March 29, 2002, is filed for
the purpose of amending the following items as set forth in the pages attached
hereto:

    1. Part III. Item 10. Directors and Executive Officers of the Registrant.

    2. Part III. Item 11. Executive Compensation.

    3. Part III. Item 12. Security Ownership of Certain Beneficial Owners and
       Management.

    4. Part III. Item 13. Certain Relationships and Related Transactions.

<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

   Our Certificate of Incorporation provides for a classified board of
directors, consisting of three classes of directors, with each class to be as
nearly equal in number as is reasonably possible. We have designated two Class
A Directors (Ms. Kunkler, Mr. Schwarz and Mr. Tabacchi), three Class B
Directors (Mr. Butler, Mr. Callsen and Mr. Taskey) and two Class C Directors
(Mr. Connell and Mr. McLendon). The Class C Directors constitute a class with a
term that expires at this year's annual meeting. The Class A and Class B
Directors will serve until the annual meetings of stockholders to be held in
2003 and 2004, respectively, and until their respective successors are duly
elected and qualified. At each annual meeting of stockholders, directors are
elected for a full term of three years to succeed those directors whose terms
are expiring.

   Set forth below are the names of the persons nominated as directors and
directors whose terms do not expire this year, their ages, their offices, if
any, their principal occupations or employment for the past five years, the
length of their tenure as directors and the names of other public companies and
certain private companies in which such persons hold directorships.

        Name                 Age       Position with the Company
        ----                 --- --------------------------------------
        E. Dean Butler...... 57  Chairman of the Board of Directors
        Carene S. Kunkler... 46  President, Chief Executive Officer and
                                 Director
        Christian E. Callsen 64  Director
        William Connell..... 62  Director
        William G. McLendon. 50  Director
        Ryan M. Schwarz..... 35  Director
        Dino Tabacchi....... 56  Director
        Russell E. Taskey... 68  Director

   E. Dean Butler has been a director since May 2001 and serves as our
Chairman. Mr. Butler served as the Chairman of eyeshop.com, inc., a private
optical concept company, from December 1999 to May 2001. Mr. Butler served as
Chairman of Vision Express (UK) Limited Group, an optical retailer, which he
created, from 1988 until 1997. Mr. Butler established LensCrafters, Inc., an
optical retail company, in 1983, sold the company to United States Shoe Corp.
in 1984 and remained Chief Executive Officer of LensCrafters, Inc. until 1987.
Prior thereto, Mr. Butler held several different positions in the advertising
and marketing division of The Procter & Gamble Company from 1969 to 1983. Mr.
Butler is a director of 1-800 CONTACTS, Inc., a Utah-based contact lens
retailer.

   Carene S. Kunkler has been a director since May 2001 and serves as our
President and Chief Executive Officer. Ms. Kunkler served as Chief Executive
Officer of eyeshop.com USA, inc., a subsidiary of eyeshop.com, inc., from March
2000 to May 2001. She served in the following positions at LensCrafters, Inc.,
an optical retail company, from 1987 to 2000: Vice President, Sun Category;
Vice President of Product Supply; Associate General Manager of Stores; and
Senior Marketing Director. Prior thereto, Ms. Kunkler served in the advertising
and marketing division of The Procter & Gamble Company from 1979 to 1987.

   Christian E. Callsen has been a director since May 1999 and served as our
Chairman from October 2000 until May 2001. Mr. Callsen has served as President
and Chief Executive Officer of Polymer Concepts, Incorporated, formerly known
as Allen Medical Systems, a private Cleveland-based medical devices
manufacturer, since 1996. Prior thereto he served in the following positions at
various times throughout his professional career: President and Chief Operating
Officer of Applied Medical Technology, Inc.; President, Chief

                                      49

<PAGE>

Operating Officer and Director of Professional Veterinary Hospitals of America,
Inc.; President and Chief Operating Officer of HLS Management Company; and
Chairman and Chief Executive Officer of the Optical Group of Cole National
Corporation.

   William Connell has been a director since May 2001. Mr. Connell has served
as Chairman of EDB Holdings, Inc., a venture capital company specializing in
optical retailing, since 1997. Prior thereto, Mr. Connell served as Vice
Chairman and President of Whittle Communications L.P. from 1990 to 1994, and as
a Corporate Vice President of The Procter & Gamble Company from 1984 to 1990.
Mr. Connell is a director of Remington Products Company, L.L.C., Aurora Foods
Inc. and Information Resources, Inc. and was a director of Baldwin Piano and
Organ Company, which filed for a voluntary petition for relief under Chapter 11
of Title 11 of the United States Code in May 2001, from 1995 to 2001.

   William G. McLendon has been a director since our inception in 1992 and
served as our President from 1992 to January 1998 and Chief Executive Officer
from April 1994 to January 1998. From January 1999 to present, Mr. McLendon has
been President of Epion Corporation, a division of JDS Uniphase Corporation.
Mr. McLendon served as Vice President and Chief Financial Officer of IBIS
Technology Corporation, a manufacturer of silicon-based materials for
semiconductors, from 1990 to 1992. Prior thereto, Mr. McLendon was the Vice
President, Chief Financial Officer and Treasurer of Summit Technology, Inc.
from 1986 to 1990, and was Vice President and Chief Financial Officer of Zymet,
Inc. from 1983 to 1985. Mr. McLendon is a Director of Epion Corporation, a
company that develops advanced materials and new technology for semiconductors
and other applications.

   Ryan M. Schwarz has been a director since May 2000. Mr. Schwarz is a
Principal of The Carlyle Group ("Carlyle") and is a non-managing member of
Carlyle Venture Coinvestment, L.L.C. Prior to joining Carlyle in 1997, Mr.
Schwarz was a Vice President in Robertson Stephens & Company's health care
investment banking group. Prior thereto, Mr. Schwarz was with the Mergers and
Acquisitions department of Morgan Stanley & Co. Mr. Schwarz serves on the
boards of directors of Connecticare Holding Co., Inc., Heritage Health Systems,
Inc., Intelistaf, Inc., Fairchild Imaging, Inc. and Primary Health, Inc.

   Russell E. Taskey has been a director since November 1992. Mr. Taskey is
currently President of RE. Taskey Associates, a human resource consulting firm.
Mr. Taskey served as Vice President of Human Resources at The Analytic Sciences
Corporation from 1973 to 1994. Mr. Taskey was the founding President and is
presently a director of the Northeast Human Resources Association, a
2,000-person human resource professional association. He also serves on the
advisory board of Active Control Experts and the advisory board of Epion
Corporation.

   Dino Tabacchi has been a director since July 2001. Mr. Tabacchi is currently
the Deputy Chairman of the Board of Safilo Spa, a frame manufacturer in Italy,
and from 1995 to 1997 was the Deputy Chairman of the Board of Vision Express
Group, which is an optical chain in the United Kingdom.

Executive Officers

   The names of, and certain information regarding, our executive officers as
of December 29, 2001 who are not also directors, are set forth below.

<TABLE>
<CAPTION>
        Name                    Age              Position
        ----                    --- -----------------------------------
        <S>                     <C> <C>
        Duane D. Kimble, Jr.(1) 41  Executive Vice President,
                                    Finance and Chief Financial Officer
        Craig H. Risk(2)....... 47  Senior Vice President
        Sandra K. Likes(3)..... 51  Vice President
</TABLE>
--------
(1) Mr. Kimble became our Executive Vice President, Finance and Chief Financial
    Officer, effective August 30, 2001.
(2) Mr. Risk became our Senior Vice President, effective May 23, 2001.
(3) Ms. Likes became our Vice President, effective May 23, 2001.

   Duane D. Kimble, Jr. has been our Executive Vice President, Finance and
Chief Financial Officer since August 2001. Prior to joining us, Mr. Kimble was
the Executive Vice President and Chief Financial Officer of Baldwin Piano and
Organ Company, which filed for a voluntary petition for relief under Chapter 11
of Title 11

                                      50

<PAGE>

of the United States Code in May 2001, from August 1998 until June 2001 and the
Director, Business and Operations, Analysis for Equistar Chemicals, LLC, a
joint venture between Lyondell Petrochemical, Millennium Chemicals and Oxy
Chemicals from 1997 through August 1998.

   Craig H. Risk has been our Senior Vice President since May 2001. Mr. Risk
served as Senior Vice President for eyeshop.com, inc., a private optical
concept company, from April 2000 to May 2001. Previously, Mr. Risk served as
our Vice President of Operations from December 1997 to March 2000. Prior to
that, Mr. Risk held the positions of President and Chief Executive Officer of
Visual Options, Inc., an optical retailer, from 1993 to 1997.

   Sandra K. Likes has been our Vice President since May 2001. Ms. Likes served
as Vice President of eyeshop.com, inc. from June 2000 to May 2001. She served
in the following positions at LensCrafters, Inc., an optical retail company,
from 1987 to 2000: Associate Vice President of Future Business; Category
Manager for Contact Lenses; and Associate Vice President of Product. Prior to
that, Ms. Likes served as Vice President and Divisional Merchandise Manager for
Junior and Misses Sportswear of Elder Beerman Stores Corp, an independent
retail department store chain.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
officers, and persons who own more than 10% of our common stock to file with
the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of our common stock and our other equity securities.
Officers, directors and greater than 10% beneficial owners are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

   To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the fiscal year ended December 29, 2001, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with, except that one Initial Report of
Beneficial Ownership of Securities on Form 3 was filed late by Duane D. Kimble,
Jr. and one Statement of Annual Change in Beneficial Ownership on Form 5 was
filed late by each of Ryan M. Schwarz, TCG Ventures, L.L.C. and TCG Ventures,
Ltd.

ITEM 11.  EXECUTIVE COMPENSATION

Summary of Executive Compensation

The following Summary Compensation Table sets forth summary information as to
compensation received by the persons serving as our Chief Executive Officer at
any time during our fiscal year ended December 29, 2001 and the four other most
highly compensated executive officers of the Company (the "named executive
officers") for services rendered to us in all capacities during the last three
fiscal years ended December 29, 2001. Other than Ms. Kunkler, no current
executive officer received compensation exceeding $100,000 for the fiscal year
ended December 29, 2001. The table includes one additional executive who would
have been among the four most highly compensated executive officers except for
the fact that he was not serving as an executive officer for us as of the end
of our fiscal year ended December 29, 2001.

<TABLE>
<CAPTION>
                            Summary Compensation Table
                                                     Long Term
                                                    Compensation
                                                       Awards
                                                    ------------
                                Annual Compensation
                                -------------------  Securities
                                Fiscal               Underlying     All other
  Name and Principal Position    Year     Salary($)  Options(#)  Compensation ($)
  ---------------------------   ------    --------- ------------ ----------------
  <S>                           <C>       <C>       <C>          <C>
  Carene S. Kunkler(1).........  2001      123,575   1,325,000          62(a)
     President and Chief         2000            0           0           0
     Executive Officer           1999            0           0           0

  Duane D. Kimble, Jr..........  2001       55,192     625,000          14(a)
     Executive Vice President,   2000            0           0           0
     Finance and Chief           1999            0           0           0
     Financial Officer
</TABLE>

                                      51

<PAGE>

<TABLE>
<CAPTION>
                            Summary Compensation Table
     <S>                         <C>       <C>       <C>          <C>
                                                      Long Term
                                                     Compensation
                                                     ------------
                                                        Awards
                                 Annual Compensation    ------
                                                      Securities
                                 Fiscal               Underlying   All other
     Name and Principal Position  Year     Salary($)  Options(#)  Compensation
     --------------------------- ------    --------- ------------ ------------
     Craig H. Risk(2)             2001       80,774       300,000        56(a)
        Senior Vice President     2000       42,955             0     4,000
                                  1999      150,000        20,000     8,400

     Sandra K. Likes              2001       70,613       250,000        67(a)
        Vice President            2000            0             0         0
                                  1999            0             0         0

     William T. Sullivan(3)       2001       91,060       100,000    94,891(b)
        Former President and      2000      238,043             0    15,716
        Chief Executive Officer   1999      245,000        50,000    10,200

     James W. Norton(4)           2001      139,434             0   176,109(c)
        Former Executive Vice     2000      171,500             0     4,673
        President, Finance and    1999      165,000        25,000    12,500
        Chief Financial Officer
</TABLE>
--------
(1) Ms. Kunkler became an executive officer and was named President and Chief
    Executive Officer, effective May 23, 2001.
(2) Mr. Risk became an executive officer and was named Vice President of
    Operations effective December 1997. Mr. Risk resigned from his position as
    Executive Vice President, New Business Development on March 17, 2000. Mr.
    Risk rejoined us as Senior Vice President, effective May 23, 2001.
(3) Mr. Sullivan resigned as President and Chief Executive Officer, effective
    May 23, 2001.
(4) Mr. Norton resigned as Executive Vice President, Finance and Chief
    Financial Officer, effective October 2001.
(a) Represents premiums paid for group life insurance coverage over $50,000.
(b) Mr. Sullivan received $218 for premiums paid for group life insurance
    coverage over $50,000; $15,000 for moving expenses; $4,551 for personal
    auto expenses; and a $70,122 severance payment pursuant to our separation
    agreement with him dated May 23, 2001.
(c) Mr. Norton received $212 premiums paid for group life insurance coverage
    over $50,000 and a $171,500 severance payment pursuant to our separation
    agreement with him dated October 12, 2001.

Option Grants in Last Fiscal Year

   The following table shows grants of stock options that we made during the
fiscal year ended December 29, 2001 to each of the named executive officers in
the Summary Compensation Table, above.

<TABLE>
<CAPTION>
                                                                              Potential Realizable
                                                                                Value at Assumed
                                                                                Annual Rates of
                                                                               Stock Appreciation
                              Individual Grants                               for Option Term (2)
----------------------------------------------------------------------------- --------------------
                                           % of Total
                                            Options
                     Number of Securities  Granted to  Exercise or
                      Underlying Options  Employees in Base Price  Expiration
        Name            Granted (#)(1)    Fiscal Year    ($/Sh)       Date      5%($)     10%($)
        ----         -------------------- ------------ ----------- ----------  --------  --------
<S>                  <C>                  <C>          <C>         <C>        <C>        <C>
Carene S. Kunkler...      1,325,000          32.15%       $0.36     8/16/11   $303,425   $760,550
Duane D. Kimble, Jr.        625,000          15.17%       $0.36     8/16/11   $143,125   $358,750
Craig H. Risk.......        300,000           7.28%       $0.36     8/16/11   $ 68,700   $172,200
Sandra K. Likes.....        250,000           6.07%       $0.36     8/16/11   $ 57,250   $143,500
William T. Sullivan.        100,000           2.43%       $0.50     5/23/05   $ 31,400   $ 79,700
James W. Norton.....             --             --           --          --         --         --
</TABLE>
--------
(1) The options were granted pursuant to our 1992 Employee, Director and
    Consultant Stock Option Plan. The options granted to the named executive
    officers are incentive stock options and vest annually in three equal
    installments commencing one year from the date of grant, except for a
    non-qualified stock option that was granted to William T. Sullivan which
    vested immediately upon grant.
(2) In accordance with the rules of the Securities and Exchange Commission (the
    "SEC"), these columns provide the potential realizable value over the term
    of the option (the period from the grant date to the expiration date). We
    calculate this assuming that the fair market value of our common stock on
    the date of grant appreciates at the indicated annual rate, 5% and 10%
    compounded annually, for the entire term of the option and that the option
    is exercised and sold on the last day of its term for the appreciated stock
    price. These amounts are based on assumed rates of appreciation and do not
    represent an estimate of our future stock price. Actual gains, if any, on
    stock option exercises will depend on the future performance of our common
    stock, the optionholder's continued employment with us through the option
    exercise period, and the date on which the option is exercised.

                                      52

<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

<TABLE>
<CAPTION>
                                                   Number of Securities      Value of the Unexercised In-
                        Shares                    Underlying Unexercised         The-Money Options at
                       Acquired               Options at Fiscal Year-End (#)    Fiscal Year-End ($)(1)
                          on         Value    ------------------------------ ----------------------------
        Name         Exercise (#) Realized($) Exercisable      Unexercisable Exercisable    Unexercisable
        ----         ------------ ----------- -----------      ------------- -----------    -------------
<S>                  <C>          <C>         <C>              <C>           <C>            <C>
Carene S. Kunkler(2)      --          --              0          2,209,921        0               0
Duane D. Kimble, Jr.      --          --              0            625,000        0               0
Craig H. Risk(2)....      --          --              0            863,603        0               0
Sandra K. Likes(2)..      --          --              0            336,486        0               0
William T. Sullivan.      --          --        100,000                  0        0               0
James W. Norton.....      --          --              0                  0        0               0
</TABLE>
--------
(1) None of the unexercised options had exercise prices that were less than the
    closing sale price per share of our common stock as reported on the
    Over-the-Counter Bulletin Board on December 29, 2001.
(2) Includes options received in exchange for options of Eyeshop common stock
    in the Merger.

Compensation of Directors

   We have implemented a stock option program under our 1992 Employee, Director
and Consultant Stock Option Plan for non-employee directors. The 1992 Employee,
Director and Consultant Stock Option Plan, which terminates on November 30,
2002, provides for a grant to each non-employee director immediately following
each annual meeting of stockholders of a non-qualified option to purchase up to
5,000 shares of our common stock, provided that on such date such director has
been in the continued and uninterrupted service as a director for a period of
at least one year. Each such option has an exercise price equal to the fair
market value of our common stock on the date of grant and vests in equal annual
installments over two years. On April 23, 2002, the board of directors resolved
not to issue any more stock option grants under the 1992 Employee, Director and
Consultant Stock Option Plan and each non-employee director waived his or her
future right to receive the annual 5,000 share non-qualified stock option grant
provided for in the 1992 Employee, Director and Consultant Stock Option Plan.
In addition to the foregoing, on August 16, 2001, we issued options to the
following directors all for services provided as our directors. Such options
vest in equal installments over three years.

<TABLE>
<CAPTION>
                                          No. of
                                       Common Stock   Exercise
                 Director             Options Granted  Price
                 --------             --------------- --------
                 <S>                  <C>             <C>
                 E. Dean Butler......     175,000      $0.36
                 Christian E. Callsen     120,000      $0.39
                 William Connell.....      75,000      $0.36
                 William G. McLendon.      70,000      $0.36
                 Russell E. Taskey...     120,000      $0.36
                 Dino Tabacchi.......      75,000      $0.36
</TABLE>

   We have paid a total of $18,462 to E. Dean Butler, the Chairman of the board
of directors, in exchange for consulting services rendered to us and for his
service as the Chairman of the board of directors during the fiscal year ended
December 29, 2001.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

   We have an oral employment arrangement with Ms. Kunkler. Under the
arrangement with Ms. Kunkler, we have agreed to employ her as the President and
Chief Executive Officer for an initial term of three years at an

                                      53

<PAGE>

annual salary of $210,000, subject to adjustment from time to time by the board
of directors. The arrangement provides that Ms. Kunkler's term of employment
will be extended automatically for additional two-year periods upon expiration
of the initial term and each subsequent two-year period unless we or Ms.
Kunkler provides notice to the other party that the term shall not be extended.

   We had entered into employment agreements with Messrs. Sullivan and Norton.
Upon Mr. Sullivan's resignation as Chief Executive Officer on May 23, 2001, Mr.
Sullivan's employment agreement was superseded by a Separation Agreement
between us and Mr. Sullivan. Under the terms of the Separation Agreement,
Mr. Sullivan will receive $219,200 payable over a two-year period and $15,000
for relocation expenses. Additionally, until the earlier of two years after the
termination of Mr. Sullivan's employment or the acceptance of full time
employment by Mr. Sullivan, he will receive $950 per month in lieu of benefits.
In connection with the Separation Agreement, all prior grants to Mr. Sullivan
of options to purchase our common stock were terminated and Mr. Sullivan
entered into a Non-Qualified Stock Option Agreement under which he received
options to purchase up to 100,000 shares of our common stock at an exercise
price of $0.50 per share.

   Upon Mr. Norton's resignation as Executive Vice President, Finance and Chief
Financial Officer, effective October 12, 2001, Mr. Norton's employment
agreement was superseded by a Separation Agreement between us and Mr. Norton.
Under the terms of the Separation Agreement, Mr. Norton received a payment of
$171,500 in November 2001. Additionally, until the earlier of one year after
the termination of Mr. Norton's employment or the acceptance of full time
employment by Mr. Norton, he will receive $685 per month in lieu of benefits.
In connection with the Separation Agreement, all prior grants to Mr. Norton of
options to purchase our common stock were terminated.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of shares of our common stock and shares of our Series B Convertible
Preferred Stock, in each case as of April 18, 2002, by (i) each stockholder
known by us to own beneficially 5% or more of our outstanding shares of common
stock, (ii) each current director, (iii) each named executive officer (as
identified in the Summary Compensation Table above), and (iv) all directors and
executive officers as a group:

<TABLE>
<CAPTION>
                                            Common Stock       Preferred Stock
                                         Shares Beneficially Shares Beneficially
                                                Owned             Owned(1)
                                         ------------------  ------------------
  Name and Address**
  of Beneficial Owner                      Number    Percent   Number    Percent
  -------------------                    ---------   ------- ---------   -------
  <S>                                    <C>         <C>     <C>         <C>
  Carlyle Venture Partners, L.P.(2)
     1001 Pennsylvania Avenue, N.W.
     Suite 220 South Washington, D.C.    6,208,467    17.4%  1,452,119     100%
  Ryan M. Schwarz(2)                     6,208,467    17.4%  1,452,119     100%
  Excalibur Investments B.V.(3)
     Leidseplein 98 1017 PP Amsterdam
     Postbus 782 1000 AT Amsterdam       7,807,685    25.4%          0      --
  Dino Tabacchi(3)                       7,807,685    25.4%          0      --
  E. Dean Butler(4)
     Mere Hall Broughton Green
     Droitwich Spa Worcestershire WR9
     7EE, England                        3,586,994    11.7%          0      --
  William G. McLendon(5)                   364,895     1.2%          0      --
  William T. Sullivan(6)                   241,990       *           0      --
</TABLE>

                                      54

<PAGE>

<TABLE>
<CAPTION>
                                                                                     Preferred Stock
                                                                                         Shares
                                                                 Common Stock Shares  Beneficially
                                                                 Beneficially Owned     Owned(1)
                                                                 ------------------  ---------------
Name and Address**
of Beneficial Owner                                                Number    Percent Number  Percent
-------------------                                              ----------  ------- ------  -------
<S>                                                              <C>         <C>     <C>     <C>
Carene S. Kunkler(7)                                                684,742    2.2%    0       --
Russell E. Taskey(8)                                                 58,900      *     0       --
William Connell                                                     221,440      *     0       --
Christian E. Callsen(9)                                              32,000      *     0       --
Craig H. Risk(10)                                                   281,802      *     0       --
Duane D. Kimble, Jr.                                                      0      *     0       --
Sandra K. Likes(11)                                                 286,233      *     0       --
All Directors and executive officers as a group (12 persons)(12) 19,775,148   53.9%    0       --
</TABLE>

*  Represents beneficial ownership of less than 1% of our common stock.

** Addresses are given for beneficial owners of more than 5% of our outstanding
   common stock.
--------
(1) The number of shares of common stock issued and outstanding on April 18,
    2002 was 30,698,309 and the number of shares of Series B Convertible
    Preferred Stock issued and outstanding on April 18, 2002 was 1,452,119. The
    persons and entities named in the table have sole voting and investment
    power with respect to all shares shown as beneficially owned by them,
    except as noted below.
(2) The securities of the Company which are reported for Carlyle Venture
    Partners L.P. ("CVP") include securities directly beneficially owned by
    each of CVP, C/S Venture Investors, L.P. ("C/S"), Carlyle U.S. Venture
    Partners, L.P. ("CUS") and Carlyle Venture Coinvestment, L.L.C. ("CVC" and
    together with CVP, C/S and CUS, the "Carlyle Entities"), and indirectly
    beneficially owned by TCG Ventures, Ltd. ("Ventures Ltd."), the general
    partner of CVP and C/S, and TCG Ventures, L.L.C. ("Ventures LLC"), the
    general partner of CUS and the managing member of CVC, as follows: (A) the
    aggregate of 6,119,143 shares on a common stock equivalent basis (the
    "Securities") held by the Carlyle Entities include: (a) 1,221,999 shares of
    our common stock issued as stock dividends; (b) 3,243,900 shares of our
    common stock issuable upon conversion of 1,452,119 shares of Series B
    Convertible Preferred Stock; and (c) 1,720,633 shares of our common stock
    issuable upon exercise of warrants, after adjustment for anti-dilution
    rights; and (B) each of the Carlyle Entities directly beneficially owns the
    following Securities: (a) CVP owns 4,380,461 shares on a common stock
    equivalent basis, with sole voting and dispositive power relating thereto;
    (ii) C/S owns 894,592 shares on a common stock equivalent basis, with sole
    voting and dispositive power relating thereto; (iii) CUS owns 580,962
    shares on a common stock equivalent basis, with sole voting and dispositive
    power relating thereto; and (iv) CVC owns 352,452 shares on a common stock
    equivalent basis, with sole voting and dispositive power thereto. Ventures
    LLC is the sole shareholder of Ventures Ltd. Each of CVP, C/S, CUS, CVC,
    Ventures Ltd. and Ventures LLC disclaim beneficial ownership of all
    securities of the Company directly beneficially owned by each of the other
    Carlyle Entities or deemed indirectly beneficially owned by Ventures Ltd.
    and/or Ventures LLC. Mr. Ryan M. Schwarz, a director of the Company is a
    non-managing member of CVC. Mr. Schwarz is also a principal of entities
    affiliated with CVC, Ventures LLC and Ventures Ltd. Mr. Schwarz disclaims
    beneficial ownership of all securities of the Company directly or
    indirectly owned by CVC, Ventures LLC or any other affiliate of any of the
    Carlyle Entities, except to the extent of his pecuniary interests therein.
    Each of the Carlyle Entities, Ventures Ltd. and Ventures LLC and Mr.
    Schwarz disclaim being part of a "group" for purposes of Section 13(d) of
    the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3) Includes 6,000,000 shares of common stock held by Excalibur Investments
    B.V. ("Excalibur") and 1,807,685 shares of our common stock held by Euro
    Ventures Equity Holding B.V. ("Euro Ventures"), a wholly owned subsidiary
    of Excalibur, Mr. Tabacchi, a member of our board of directors, is the
    majority shareholder of Edec Holdings s.r.l ("Edec"). Excalibur is a wholly
    owned subsidiary of Edec. Mr. Tabacchi may be deemed to share beneficial
    ownership of shares owned by Excalibur, but Mr. Tabacchi disclaims any such
    beneficial ownership. Mr. Tabacchi's address is the same as the address for
    Excalibur.
(4) Includes 43,243 shares of common stock issuable upon exercise of stock
    options within 60 days after April 18, 2002.
(5) Includes 65,000 shares of common stock issuable upon exercise of stock
    options within 60 days after April 18, 2002. Also includes 23,000 shares of
    common stock held by a member of Mr. McLendon's immediate family of which
    Mr. McLendon disclaims beneficial ownership.
(6) Includes 100,000 shares of common stock issuable upon exercise of stock
    options within 60 days after April 18, 2002. Mr. Sullivan resigned his
    positions as President and Chief Executive Officer and Class B director,
    effective May 23, 2001.
(7) Includes 442,461 shares of common stock issuable upon exercise of stock
    options within 60 days after April 18, 2002.
(8) Includes 40,000 shares of common stock issuable upon exercise of stock
    options within 60 days after April 18, 2002.
(9) Includes 5,000 shares issuable upon exercise of stock options within 60
    days after April 18, 2002. Mr. Callsen has resigned his position as
    Chairman of the board of directors, but remained as a Class B director,
    effective May 23, 2001.
(10) Includes 281,802 shares of common stock issuable upon exercise of stock
     options within 60 days after April 18, 2002.
(11) Includes 43,243 shares of common stock issuable upon exercise of stock
     options within 60 days after April 18, 2002.
(12) See footnotes 2-11 above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   On November 25, 1997, we closed upon the sale of an aggregate of 1,452,119
shares of Series B Convertible Preferred Stock and Class I (Mirror) and Class
II Warrants to Carlyle Venture Partners, L.P., C/S Venture Investors, L.P.,
Carlyle U.S. Venture Partners, L.P., and Carlyle Venture Coinvestment, L.L.C.
(collectively, the "Purchasers") for a net purchase price of $4,582,000. The
Series B Convertible Preferred Stock was purchased at a price lower than market
value, and as a result, we accounted for the difference of $1,953,000 as a
dividend to the holders of the Series B Convertible Preferred Stock. Each share
of Series B Convertible

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Preferred Stock is convertible into one share of our common stock, subject to
adjustment as further described below, at the Purchasers' option at any time
and at our option if the price per share of common stock during any period of
thirty consecutive trading days equals or exceeds $7.00 at any time during the
first three years or $9.00 at any time thereafter.

   The holders of the Series B Convertible Preferred Stock have the right to
appoint one director to our board of directors. In May 2000, the Purchasers
appointed Ryan M. Schwarz, then a Vice President of The Carlyle Group, to our
board of directors. The Class I (Mirror) Warrants entitled the Purchasers to
purchase an amount of shares of our common stock equal to an aggregate of up to
19.9% of the shares of our common stock then purchasable under our outstanding
warrants and options on the same terms and conditions of certain existing
warrant and option holders. The Purchasers are obligated to exercise the Class
I (Mirror) Warrants at the same time the options and warrants of existing
holders are exercised, subject to certain limitations. As of December 29, 2001,
we had outstanding 62,884 Class I (Mirror) Warrants. The Class II Warrants
entitle the Purchasers to purchase up to an aggregate of 679,684 shares of
common stock at an exercise price of $2.99 per share for a term that expires in
November 2002, which number of shares of our common stock purchasable pursuant
to the Class II Warrants increased and exercise price per share decreased in
connection with the triggering of applicable anti-dilution provisions resulting
from the Merger on July 20, 2001. The Purchasers are entitled to "shelf"
registration rights and "piggyback" registration rights with respect to the
shares of common stock underlying the Series B Convertible Preferred Stock, the
Class I Warrants and the Class II Warrants.

   Upon a change of control, defined as (i) a change in any person or group
obtaining a majority of the securities ordinarily having the right to vote in
an election of directors; (ii) during any two year period, the individuals who
at the beginning of the period constituted our board of directors no longer
constitute a majority of the board of directors; (iii) any merger,
consolidation, recapitalization, reorganization, dissolution or liquidation
which results in the current stockholders no longer owning more than 50% of the
voting securities; (iv) any sale, lease exchange or other transfer of all, or
substantially all, of our assets; or (v) the adoption of a plan leading to our
liquidation or dissolution, at the option of the Purchasers, we would be
required to redeem the Series B Convertible Preferred Stock at a price equal to
105% of the offering price, subject to certain adjustments, plus accrued and
unpaid dividends.

   On May 23, 2001, we entered into an agreement with the Purchasers which was
effective upon the closing of the Merger. Pursuant to the agreement:

  .   upon conversion of the Series B Convertible Preferred Stock, the
      Purchasers will be entitled to receive 3,243,900 shares of our common
      stock in satisfaction of the Purchasers' rights to receive anti-dilution
      protection in connection with the transactions contemplated by the Merger
      and a financing to follow;

  .   the Purchasers (i) waived their rights to anti-dilution protection with
      respect to any of our future obligations to issue securities and (ii)
      waived their rights to receive the option to purchase additional shares
      of our common stock pursuant to the Class I (Mirror) Warrants with
      respect to future issuances of warrants and options, all in exchange for
      our issuance to the Purchasers of warrants to purchase an aggregate of up
      to 1,000,000 shares of our common stock at an exercise price of $0.20 per
      share on July 20, 2001;

  .   we satisfied our obligations to pay dividends on the Series B Convertible
      Preferred Stock for between January 1, 2001 and November 1, 2001 by
      issuing an aggregate of 1,221,999 shares of our common stock in
      installments of 967,050 shares on August 1, 2001, and 254,949 shares on
      November 1, 2001;

  .   dividends accruing on the Series B Convertible Preferred Stock after
      November 1, 2001 will accrue as cash dividends and be paid promptly in
      cash upon the earliest to occur of (i) the merger, consolidation,
      reorganization, recapitalization, dissolution or liquidation where our
      stockholders immediately following the consummation of such transaction
      no longer own more than 50% of our voting securities, (ii) the sale,
      lease, exchange or other transfer of all or substantially all of our
      assets, (iii) the consummation of an equity financing in which proceeds
      to us, net of transaction costs, are greater than

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      or equal to $10 million, (iv) the end of the first twelve month period in
      which earnings before income taxes, depreciation and amortization are
      equal to or greater than $5 million or (v) the refinancing of our
      outstanding indebtedness to Fleet Bank; and

  .   the Purchasers waived their right to more than one designee to our board
      of directors.

   Pursuant to the Merger, options to purchase Eyeshop common stock held by E.
Dean Butler were exchanged for immediately exercisable options to purchase up
to 242,281 shares of our common stock and options which are exercisable over a
two year period to purchase up to an additional 86,485 shares of our common
stock. In addition, pursuant to the terms of the Merger Agreement, shares of
Eyeshop common stock held by Dengar L.P., a limited partnership in which Mr.
Butler was general partner at the time of the Merger, were exchanged for
950,814 shares of our common stock. Subsequent to the closing of the Merger,
Dengar L.P. was dissolved and the shares of our common stock held by Dengar
L.P. were distributed to its former partners, including Mr. Butler.

   Pursuant to the Merger, options to purchase Eyeshop common stock held by
Carene Kunkler, our President and Chief Executive Officer and a director, were
exchanged for immediately exercisable options to purchase up to 242,281 shares
of our common stock and options which are exercisable over a two-year period to
purchase up to an additional 884,921 shares of our common stock.

   Pursuant to the Merger, shares of Eyeshop Series A Preferred Stock held by
William Connell, a director, were exchanged for 221,440 shares of our common
stock. Pursuant to the merger, 31,429 shares of Eyeshop Series A Preferred
Stock owned by Euro Ventures Equity Holding B.V. ("Euro Ventures"), a wholly
owned subsidiary of Excalibur Investments B.V., ("Excalibur") were exchanged
for 307,690 shares of our common stock. Pursuant to the Stock Purchase
Agreement, Euro Ventures purchased 551,299 shares of our common stock and
Excalibur purchased 2,205,193 shares of our common stock. Pursuant to the
Second Stock Purchase Agreement, Euro Ventures purchased 948,701 shares of our
common stock and Excalibur purchased 3,794,807 shares of our common stock. Dino
Tabacchi, one of our directors, is a majority Stockholder of Edec Holdings
s.r.l ("Edec"). Excalibur is a wholly owned subsidiary of Edec.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

ITEM 14(A)(1).  INDEXTO CONSOLIDATED FINANCIAL STATEMENTS COVERED BY REPORT OF
                     INDEPENDENT AUDITORS

   The Consolidated Financial Statements of Sight Resource Corporation are
included in Item 8:

   . Independent Auditors' Report

   . Consolidated Balance Sheets as of December 29, 2001 and December 30, 2000

   . Consolidated Statements of Operations for the Years Ended December 29,
     2001, December 30, 2000 and December 25, 1999, respectively

   . Consolidated Statements of Stockholders' Equity for the Years Ended
     December 29, 2001, December 30, 2000 and December 25, 1999, respectively

   . Consolidated Statements of Cash Flows for the Years Ended December 29,
     2001, December 30, 2000 and December 25, 1999, respectively

   . Notes to Consolidated Financial Statements

ITEM 14(A)(2).  CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

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                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio on April 29, 2002.

                                          SIGHT RESOURCE CORPORATION

                                                    /s/  CARENE KUNKLER
                                          By: _______________________________
                                                       Carene Kunkler
                                               President and Chief Executive
                                                          Officer


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