sch13dano2030608.htm

0000892251-08-000084.txt : 20080306 0000892251-08-000084.hdr.sgml : 20080306 20080306141308 ACCESSION NUMBER: 0000892251-08-000084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080306 DATE AS OF CHANGE: 20080306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TLC VISION CORP CENTRAL INDEX KEY: 0001010610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 980151150 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53321 FILM NUMBER: 08670464 BUSINESS ADDRESS: STREET 1: 5280 SOLAR DRIVE STREET 2: SUITE 100 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 636-534-2300 MAIL ADDRESS: STREET 1: 16305 SWINGLEY RIDGE ROAD STREET 2: SUITE 300 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: TLC LASER CENTER INC DATE OF NAME CHANGE: 19960314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOFFE STEPHEN N CENTRAL INDEX KEY: 0001030711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7840 MONTGOMERY RD CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5137929292 MAIL ADDRESS: STREET 1: 7840 MONTGOMERY ROAD CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13D/A 1 sch13dano2030608.htm SCHEDULE 13D/A NO. 3 sch13dano2030608.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)

TLC Vision Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872549100

(CUSIP Number)

Edward E. Steiner, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, 14th Floor

Cincinnati, Ohio 45202

(513) 579-6468

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 6, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec.240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 872549100					Page 2 of 4 Pages
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. N. Joffe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 2,502,504
			8	SHARED VOTING POWER -0-
			9	SOLE DISPOSITIVE POWER 2,140,995
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,502,504 – See Item 5
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

- 2 -

This Amendment No. 3 to Schedule 13D is filed to amend Item 4, Item 6 and Item 7.

Item 4. Purpose of Transactions.

The following information supplements the Stephen N. Joffe’s (the “Reporting Person”) response to Item 4 in the Reporting Person’s Schedule 13D filed on February 21, 2008 as amended on February 27, 2008 and February 29, 2008.

On March 6, 2008, the Reporting Person sent a letter to the Chairman and the Board of Directors of TLC Vision Corporation (the “Corporation”) and a nomination form nominating three persons for election as director of the Corporation. The letter also indicates the Reporting Person’s intention to prepare proxy materials and solicit proxies in favor of the nominees in connection with the Corporation’s 2008 Annual Meeting of Shareholders. The letter and nomination form are filed with this Schedule 13D as Exhibit 99.6 and 99.7, respectively.

The persons nominated by the Reporting Person are the Reporting Person, Michael R. Henderson and Cathy Willis. Information regarding Mr. Henderson and Ms. Willis is contained in Exhibit 99.6. Neither Mr. Henderson nor Ms. Willis beneficially owns any common shares of the Corporation. The business address for Dr. Joffe is 8750 Red Fox Lane, Cincinnati, Ohio 45243, for Mr. Henderson is Moon World Resorts, World Trade Center, 404-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E2 and for Ms. Willis is Fenton-Willis, LLC, 7741 Kennedy Lane, Cincinnati, Ohio 45242.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The following information supplements the response to Item 6 in the Reporting Person’s Schedule 13D filed on February 21, 2008 as amended on February 27, 2008 and February 29, 2008.

The Reporting Person received a revised proxy for 361,509 Shares owned by a trust for the benefit of the Reporting Person’s daughter, Heidi L.T. Joffe. Ms. Joffe has sole dispositive power over the Shares held by the trust, but on February 19, 2008, Ms. Joffe granted a proxy to the Reporting Person to vote all 361,090 Shares held by the trust. The revised proxy is filed as Exhibit 99.2 to this Schedule 13D/A.

Item 7. Material to be Filed as Exhibits.

Exhibit	Description
99.1*	Power of Attorney
99.2	Proxy dated March 5, 2008
99.3*	Letter dated February 14, 2008 to TLC Vision Corporation (filed as part of Exhibit 99.4)
99.4*	Press Release
99.5*	Press Release dated February 27, 2008 (including letter dated February 27, 2008 to TLC Vision Corporation)
99.6	Letter dated March 6, 2008 to TLC Vision Corporation
99.7	Director Nomination Form
99.8	Press Release dated March 6, 2008

* Previously filed.

[Remainder of page intentionally left blank; signature page follows.]

- 3 -

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2008



		*
		Dr. Stephen N. Joffe


		/s/Mark A. Weiss
		*Mark A. Weiss
		As Attorney-in-Fact for Dr. Stephen N. Joffe

EX-99.2 2 proxy.htm PROXY DATED MARCH 6, 2008 proxy.htm

PROXY

The undersigned shareholder of TLC Vision Corporation (“TLC Vision”) hereby appoints Stephen N. Joffe, as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned on all matters up to and including TLC Vision’s 2008 Annual Meeting of Shareholders. This proxy shall expire immediately following TLC Vision’s 2008 Annual Meeting of Shareholders.

Executed on the 5th day of March, 2007.

361,509

Number of Common Shares

/s/ Heidi L. T. Joffe

Heidi L. T. Joffe,

as Trustee for the Trust F/B/O

Heidi L. T. Joffe

EX-99.6 3 ltr030608.htm LTR. DATED MARCH 6, 2008 TO TLC VISION CORPORATION ltr030608.htm

March 6, 2008

TLC Vision Corporation

16305 Swingley Ridge Road

Suite 300

St. Louis, Missouri 63017

TLC Vision Corporation

5280 Solar Drive, Suite 100

Mississauga, Ontario

L4W 5M8 Canada

Dear Warren:

Accompanying this letter is a formal nomination to the Board of Directors of TLC Vision Corp. (the “Corporation”) of Stephen N. Joffe, Michael R. Henderson and Cathy Willis (collectively, the “Director Nominees”). As I am certain that you and your Board of Directors will agree, each of these Director Nominees offers impressive credentials:

Stephen N. Joffe, MD, FACS, FCS (SA), FRCS, age 65, is past Chairman of the Board and Chief Executive Officer of LCA-Vision. He was the founder of the Company’s corporate predecessor, Laser Centers of America, Inc., and served as its Chairman of the Board and Chief Executive Officer from its formation in 1985 until its merger into LCA-Vision in 1995. In 1983, Stephen Joffe also founded and served as Chairman of Surgical Laser Technologies, Inc. until 1989. He is presently the Chief Executive Officer of the Joffe Foundation, a non-profit charity and Co-Chairman of Joffe LLC, a healthcare services company. In addition, Dr. Joffe is an Esteemed Quondam Professor of Surgery at the University of Cincinnati Medical Center, an honor he has held since 1990. He has held other medical faculty appointments at the Universities of London, Glasgow and Cincinnati and fellowships in the American College of Surgeons and the Royal College of Surgeons of Edinburgh and Glasgow. He has published 170 articles in peer-reviewed and scientific journals and authored 35 chapters for medical books as well as written and edited several books on lasers and their application to medicine and surgery.

a public company (LSE), from 1991 to 1996 where he built a powerful sales team across Canada. Prior to Rentokil, from 1983 to 1991, he was the Divisional Manager of the Phillips Distribution Auto Group, a private company in Ireland where he posted many sales records. Mr. Henderson is a target-orientated, seasoned management professional with considerable experience in all business areas – including concept design, product, marketing, sales, service, investor relations, public relations, human resources and overall corporate development. He is a highly organized team player with a results-focused approach.

Cathy Willis, age 52, has over 30 years of marketing and marketing research experience, both on the corporate side as a Brand Manager and Marketing Director and as co-founder of Felton Willis, LLC, a qualitative research and strategy development company. Ms. Willis was a Marketing Director in Pharmaceuticals at Procter & Gamble, with direct responsibility for women’s health, GI and anti-infective products. She also had extensive marketing experience at P&G developing targeted marketing programs for a range of consumer products such as diapers, feminine care, skin care, oral care and food/nutritional products. In 1998, Ms. Willis co-founded Felton Willis, LLC. The company offers full-service qualitative research to a range of blue-chip clients, including “Fortune 500” consumer product and pharmaceutical companies. Her focus is primarily on all aspects of health care, both understanding the healthcare consumer and the key medical decision-makers -- MDs, nurses, and managed care professionals. She is a graduate of Miami University with a degree in English/Journalism.

As previously disclosed in my Schedule 13D filings, I beneficially own in excess of 5% of the outstanding common shares of the Corporation. Therefore, I am nominating the Director Nominees pursuant to the Corporation’s Articles of Incorporation, as amended, which permit beneficial owners of 5% or more of the outstanding common shares to nominate directors. I note the Corporation’s public disclosure in its filings, with the Securities and Exchange Commission and otherwise, provides that such owners can nominate persons to serve as directors (which includes a requirement that nominees be named in the Corporation’s proxy materials for the next annual meeting of shareholders). I further understand that the nomination is being made in a timely fashion, at least 90 days prior to the anniversary date of the 2007 Annual Meeting of Shareholders.

I request that you verify in writing to me no later than the close of business on Monday, March 10, 2008, that you will include the Director Nominees in the Corporation’s proxy materials for its 2008 Annual Meeting of Shareholders. I understand that the Board has a previously scheduled meeting for the date of this letter and the following day, so a timely written response from the Corporation is both feasible and in the best interests of all of the shareholders of the Corporation.

If I do not receive verification in writing by Monday, March 10, 2008, that the Corporation will include the Director Nominees in its proxy materials for the 2008 Annual Meeting of Shareholders, I will proceed to make other arrangements to give effect to my minority slate of Director Nominees. I intend to file proxy materials with the Securities and

Exchange Commission and solicit proxies for the Director Nominees and to vigorously pursue the election of the Director Nominees at the 2008 Annual Meeting of Shareholders.

Given the fact that one director has resigned since being elected at the 2007 Annual Meeting of Shareholders (creating a vacancy) and the fact that the Board has apparently not identified a suitable and qualified successor, the Board should consider immediately nominating one of the Director Nominees to the Board immediately. Otherwise, the Corporation is obligated to communicate to the shareholders the reasons why at least one of the Director Nominees is not qualified both to be added to the Board immediately to fill the existing vacancy and to be recommended by the Board for re-election at the 2008 Annual Meeting of Shareholders. I note the Corporation’s discussion in the proxy materials for its 2007 Annual Meeting of Shareholders that “[t]here are no differences in the manner in which the [Corporation’s] Nominating and Corporate Governance Committee will review and consider director nominees recommended by shareholders.” Given the obvious credentials of the Director Nominees, which are at least on par with all of the current directors, if the Board both rejected my nomination of the Director Nominees and chose not to nominate the Director Nominees by its own action, all of the shareholders and I would be interested to learn more about the criteria utilized by the Board in evaluating potential nominees.

I look forward to hearing from you by March 10, 2008.

Sincerely,

/s/ Stephen N. Joffe

Stephen N. Joffe

cc: TLC Vision Corporation Board of Directors

James Wachtman, C.E.O.

Michael DePaolis, O.D.

Richard Lindstrom, M.D.

Toby S. Wilt

EX-99.7 4 directornomination.htm DIRECTOR NOMINATION FORM directornomination.htm

NOMINATION FORM

The undersigned do hereby certify to TLC Vision Corporation, a New Brunswick corporation (the “Corporation”), that the undersigned are shareholders of the Corporation holding shares representing in the aggregate not less than 5% of the shares of the Corporation entitled to vote at a meeting of the shareholders of the Corporation and pursuant to Section 5 of Schedule I to the Corporation’s Articles of Incorporation, as amended, do hereby nominate each of the following individuals to stand for election as Directors of the Corporation at the next meeting of the shareholders called for the purpose of electing one or more Directors of the Corporation:

Michael R. Henderson

Stephen N. Joffe

Cathy Willis

/s/ Stephen N. Joffe

_____________________________

Stephen N. Joffe

Dated: March 6, 2008

TRUST F/B/O HEIDI JOFFE

*By: /s/ Stephen N. Joffe

Stephen N. Joffe

*By proxy granted to Stephen N. Joffe, a copy of which is attached to this Nomination Form

EX-99.8 5 pressrelease030608.htm PRESS RELEASE DATED MARCH 6, 2008 pressrelease030608.htm

For Further Information:

Media:

Thor Valdmanis

The Dilenschneider Group

212-922-0900

Investors:

Rob Swadosh and Art Gormley

The Dilenschneider Group

212-922-0900

For Immediate Release

JOFFE ANNOUNCES BOARD NOMINEES FOR 2008 TLC VISION SHAREHOLDER MEETING

Requests Immediate Appointment to Replace Long Vacant Board Seat

Intends to Vigorously Pursue His Slate’s Election;

Seeks Response by March 10

CINCINNATI, OHIO (March 6, 2008) – Dr. Stephen N. Joffe, a Cincinnati investor and laser vision correction industry pioneer who holds 5% of the shares of TLC Vision Corporation (NasdaqGS:TLCV), has delivered written notice to TLC Vision for the nominations of Michael R. Henderson, Cathy Willis and himself to stand for election as a minority slate of directors at the 2008 annual meeting of shareholders.

Additionally, Dr. Joffe has requested that the TLC Vision board immediately appoint one of his nominees to fill a long-vacant seat on the company’s board, and endorse that nominee’s election to a full term. Should they fail to do this, Dr. Joffe demands that the Board explain its rationale and provide details on the decision-making criteria it uses to select Board members.

TLC Vision operates approximately 80 refractive centers in the U.S. and Canada. Dr. Joffe is the founder and past CEO of LCA-Vision, Inc., parent company of LasikPlus, TLC Vision’s largest competitor. He has no current relationship with LCA-Vision, Inc.

Dr. Joffe stated, "Having built the most successful company in this industry, I understand it will take a knowledgeable and experienced leadership team to turn TLC Vision around. Michael Henderson and Cathy Willis possess the insight and requisite business acumen to help me fix the vast number of critical operational and financial issues facing the company.”

Dr. Joffe ended his affiliation with Cincinnati-based LCA-Vision, Inc. (Nasdaq: LCAV), in early 2006. During his 10-year tenure as the company’s founder, chairman and CEO, he created a company whose market value dwarfed that of TLC Vision and returned more that 4,000 percent to shareholders. The value of LCA-Vision’s shares have fallen more than 75% percent since his February 2006 departure as the company’s CEO.

Mr. Henderson also possesses significant refractive industry experience, having served as president and CEO of publicly traded LVC (Laser Vision Centers) Corporation from 1996 to 2000. During his tenure at LVC annual revenues grew from under $2 million to $85 million in 36 months.

Ms. Willis is a founder of Felton Willis, LLC, a market research firm that specializes in healthcare-related matters on behalf of both pharmaceutical and consumer products companies. She also offers extensive corporate marketing experience, having served in key managerial positions at P&G.

In a letter to TLC Vision chairman Warren S. Rustand and the entire TLC Vision board dated March 6, 2008, and filed with Dr. Joffe’s amended Schedule 13D today, Dr. Joffe stated: “If I do not receive verification in writing by Monday, March 10, 2008, that the Corporation will include the Director Nominees in its proxy materials for the 2008 Annual Meeting of Shareholders, I will proceed to make other arrangements to give effect to my minority slate of Director Nominees. I intend to file proxy materials with the Securities and Exchange Commission and solicit proxies for the Director Nominees and to vigorously pursue the election of the Director Nominees at the 2008 Annual Meeting of Shareholders.”

Dr. Joffe has called on the TLC Vision Board to create a leadership team that can effectively lead. “TLC shareholders have witnessed almost two-thirds of the company’s value disappear in the past year. We deserve better,” he said. “We deserve a board that will speak up for the shareholders it represents. We deserve a board that is not afraid to fix what is broken. We deserve a board that understands the meaning of leadership, and the responsibilities that accompany it.”

The full text of the letter appears below.

About Stephen N. Joffe

About Michael R. Henderson

Michael R. Henderson, age 45, has served as Chairman and Chief Executive Officer of Moon World Resorts Inc., a private company in Vancouver, Canada, since May of 2000. Mr. Henderson devised and designed this major mega-resort and real estate development, which employs a global team of 120 sales and creative professionals, including a group of top-tier architects and engineers. Earlier, Mr. Henderson was President and CEO of LVC (Laser Vision Centers) Corporation, a public company (TSXV), from 1996 to 2000. While he led LVC Corporation, its revenues grew from $1.2 million to $85 million in 36 months. LVC Corporation became one of the fastest growing surgical companies with a staff that grew from six to over 450. Mr. Henderson directed 31 clinic build-outs, 28 additional planned build-outs, and successfully took the company public after raising over $30 million in private equity financing. Before joining LVC Corporation, Mr. Henderson served as Division President of Rentokil Initial PLC, a public company (LSE), from 1991 to 1996 where he built a powerful sales team across Canada. Prior to Rentokil, from 1983 to 1991, he was the Divisional Manager of the Phillips Distribution Auto Group, a private company in Ireland where he posted many sales records. Mr. Henderson is a target-orientated, seasoned management professional with considerable experience in all business areas – including concept design, product, marketing, sales, service, investor relations, public relations, human resources and overall corporate development. He is a highly organized team player with a results-focused approach.

About Cathy Willis

###

March 6, 2008

TLC Vision Corporation

16305 Swingley Ridge Road

Suite 300

St. Louis, Missouri 63017

TLC Vision Corporation

5280 Solar Drive, Suite 100

Mississauga, Ontario

L4W 5M8 Canada

Dear Warren:

Exchange Commission and solicit proxies for the Director Nominees and to vigorously pursue the election of the Director Nominees at the 2008 Annual Meeting of Shareholders.

I look forward to hearing from you by March 10, 2008.

Sincerely,

/s/ Stephen N. Joffe

Stephen N. Joffe

cc: TLC Vision Corporation Board of Directors

James Wachtman, C.E.O.

Michael DePaolis, O.D.

Richard Lindstrom, M.D.

Toby S. Wilt