Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2009, FGX International Inc. ("FGX International"), a subsidiary of FGX International Holdings Limited (the "Company"), completed the acquisition of Corinne McCormack, Inc. and Eye-Bar Inc. (collectively the "Companies"), whereby the Companies became wholly-owned subsidiaries of FGX International (the "Acquisition").

Under the terms of the Stock Purchase and Sale Agreement, dated October 28, 2009 (the "Agreement"), by and among the Companies and Corinne A. McCormack (collectively, the "Sellers"), and FGX International, FGX International purchased all of the issued and outstanding stock of the Companies in exchange for $1.45 million in cash.

The Agreement provides for FGX International to be indemnified for damages resulting from any breach of the Sellers' representations, warranties and covenants. Similarly, Corinne A. McCormack may be indemnified for any damages resulting from any breach of FGX International's representations, warranties and covenants under the Agreement.

Item 7.01. Regulation FD Disclosure

On October 29, 2009, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The Company's press release announcing the Acquisition is filed as Exhibit 99.1 hereto.

---