UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2212, ~~2009~~2010

FGX INTERNATIONAL HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

British Virgin Islands

(State or other jurisdiction of incorporation)

001-33760		98-0475043
(Commission File Number)		(IRS Employer Identification No.)

500 George Washington Highway ~~Smithfield, Rhode Island 02917~~

(Address of principal executive officesSmithfield, includingRhode zipIsland code)02917

(~~401)~~Address ~~231-3800~~of principal executive offices, including zip code)

(~~Registrant’s telephone number, including area code~~401) 231-3800

~~Not~~(Registrant’s telephone ~~Applicable~~number, including area code)

~~(Former~~Not ~~name or former address, if changed since last report)~~Applicable

~~Check the~~(Former ~~appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~report)

~~o Written communications~~Check ~~pursuant~~the toappropriate ~~Rule~~box below if the Form ~~425~~8-K ~~under~~filing is intended to simultaneously satisfy the ~~Securities~~filing ~~Act~~obligations ~~(17~~of ~~CFR~~the ~~230.425)~~registrant under any of the following provisions:

o ~~Soliciting~~Written ~~material pursuant~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement communications~~Soliciting ~~pursuant~~material pursuant to Rule ~~14d~~14a-~~2(b)~~ 12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o Pre-commencement communications ~~1.01.~~pursuant ~~Entry~~to ~~into~~Rule 13e-4(c) under athe ~~Material~~Exchange ~~Definitive~~Act ~~Agreement~~(17 CFR 240.13e-4(c))

OnItem December 22, 2009, FGX International Holdings Limited (the “Company”) received an extension of a deadline under its Revolving Credit and Term Loan Agreement, dated as of December 19, 2007, among the Company, FGX International, Inc8. ~~(“FGX”), FGX International Limited, SunTrust Bank, as administrative agent, and the lenders party thereto~~01. ~~The~~ ~~extension~~Other allows the Company until March 31, 2010 to grant a required security interest in leasehold interests that FGX acquired in connection with its acquisition of Corinne McCormack, Inc. and Eye-Bar Inc. on October 28, 2009.Events

~~Item~~The ~~5.02.~~waiting ~~Departure~~period under the Hart-Scott-Rodino Antitrust Improvements Act of ~~Directors~~1976, as amended, for the proposed acquisition of FGX International Holdings Limited (“FGX”) by Essilor International (“Essilor”) has expired with no action by either the Federal Trade Commission or ~~Certain~~the ~~Officers;~~U.S. ~~Election~~Department of ~~Directors;~~Justice. ~~Appointment~~The expiration of ~~Certain~~the waiting ~~Officers;~~period ~~Compensatory~~satisfies ~~Arrangements~~a condition to the closing of ~~Certain~~the ~~Officers~~proposed acquisition.

OnThe ~~December 23,~~special ~~2009,~~meeting ~~the Compensation Committee~~ of ~~the Company~~FGX’s ~~Board of Directors approved the following~~ ~~arrangements~~shareholders ~~for Alec Taylor, the Company’s Chief Executive Officer, in order~~ to ~~avoid~~vote ~~certain~~on ~~anticipated materially adverse tax consequences to~~ the ~~Company and~~proposed ~~Mr. Taylor under Sections 280G and 4999 of the Internal Revenue Code in connection with the Company’s planned~~ acquisition byis ~~Essilor~~scheduled ~~International announced on December 15, 2009 (the “Acquisition”): (i) payment of a portion of Mr. Taylor’s anticipated bonus~~ for ~~fiscal 2009 under the Company’s previously-announced 2009 Cash Bonus Plan in the amount of $240~~Tuesday,~~000 will~~ ~~be accelerated to be paid no later that December~~March 319, ~~2009 from an~~ ~~original anticipated payment date in February~~ 2010, provided that Mr. Taylor remains employed by the Company on the payment date; (ii) vesting of 16,667 restricted stock units (“RSUs”) held by Mr. Taylor will be accelerated to December 29, 2009 from their original December 3, 2010 and ~~December 3, 2011 vesting dates, provided that Mr. Taylor remains employed by the Company on the accelerated vesting date; and (iii) no later than December 31, 2009, Mr. Taylor~~ will be ~~paid~~held aat ~~special cash bonus if the market value of a share of the Company~~FGX’s ~~stock~~headquarters, on500 ~~the~~George ~~accelerated vesting~~Washington ~~date of such RSUs and/or the exercise date of the stock options~~Highway, described below is less than the consideration payable to the Company’s shareholders in the Acquisition ($19.75 per share). Such bonus would be calculated as follows. Mr. Taylor anticipates exercising approximately 400Smithfield,~~000~~ ~~non-qualified~~Rhode ~~options~~Island ~~to purchase Company shares in December 2009~~ at ~~a per share exercise price of $~~10.11. In connection with such option exercise, the Company will withhold and not issue a portion of the shares otherwise issuable with respect thereto having a total value equal to the aggregate exercise price of the options being exercised and the withholding and other taxes owed by Mr.:00 ~~Taylor with respect to the option exercise. In connection with the vesting of RSUs described above, the Company also will retain and not issue~~ a ~~portion of the shares otherwise issuable with respect thereto having a value equal to the withholding and other taxes owed by Mr~~. ~~Taylor with respect to the vesting~~m. ~~The~~ special cash bonus will be calculated by multiplying (a) the aggregate number of such shares retained or withheld upon the option exercise and RSU accelerated vesting, respectively, by (b) the excess of $19EST.~~75 per share over the market value of a share of the Company’s stock on the respective date.~~

2As previously announced on December 16, 2009, Essilor and FGX have entered into a definitive agreement pursuant to which Essilor will acquire all of the outstanding ordinary shares of FGX for $19.75 per share in cash. Subject to the satisfaction of the remaining conditions to closing, the transaction is expected to close in the first quarter of 2010.

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	FGX INTERNATIONAL HOLDINGS LIMITED
	(Registrant)
December 24, 2009	By:	/s/ Anthony Di Paola
	Anthony Di Paola
	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	FGX INTERNATIONAL HOLDINGS LIMITED
	(Registrant)


February 15, 2010	By:	/s/ Alec Taylor
	Alec Taylor
	Chief Executive Officer

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