-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VlZCvmVx4wC3zSjGo+yp9PAf0Q5ca6hVStqKjgcsY4D6j6jRfO6csbSYmnJXZl3f KmPnExJiLO72ymXiki9+xA== 0000906318-97-000055.txt : 19970728 0000906318-97-000055.hdr.sgml : 19970728 ACCESSION NUMBER: 0000906318-97-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events FILED AS OF DATE: 19970725 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCA VISION INC CENTRAL INDEX KEY: 0001003130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 112882328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27610 FILM NUMBER: 97645614 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 8-K 1 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): July 23, 1997 LCA-VISION INC. (Exact name of Registrant as specified in its Charter) Delaware 0-27610 11-2882328 (State or other (Commission File No.) (IRS Employer jurisdiction of Identification Number) incorporation) 7840 Montgomery Road, Cincinnati, Ohio 45236 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 792-9292 N/A (Former name or former address, if changed since last report) Item 5. Other Events. On July 23, 1997, the Registrant issued the attached press release announcing its execution of an agreement to acquire all of the outstanding stock of Summit Technology, Inc.'s Refractive Centers International, Inc. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information LCA-Vision Inc. Pro Forma Financial Position Summit Vision Centers Acquisition (unaudited)
30-Jun-97 LCAV Acquisition Pro Forma Estimate of RCII Combined Assets Current Assets Cash 1,208,600 10,000,000 11,208,600 Accounts receivable, net 1,356,600 1,356,600 Inventory 277,300 277,300 Prepaid expenses 766,200 766,200 Deferred pre-opening costs -- -- Other 163,600 163,600 Total current assets 3,772,300 10,000,000 13,772,300 Receivables, non-current 197,500 197,500 Property & equipment, net 9,068,600 15,000,000 24,068,600 Other assets 591,700 13,401,800 13,993,500 Investment in affiliates 237,800 237,800 Total assets 13,867,900 38,401,800 52,269,700 Liabilities & Equity Current liabilities Accounts payable 431,800 431,800 Line of credit 6,907,000 6,907,000 Current portion of long-term debt 837,300 837,300 Accrued liabilities 1,130,000 1,130,000 Deferred revenue 209,900 209,900 Total current liabilities 9,516,000 9,516,000 Capital lease obligations 1,620,200 1,620,200 Mortgage & notes payable 2,873,500 2,873,500 Notes payable- shareholders 1,500,000 1,500,000 Equity Preferred stock 2,521,700 2,521,700 Common stock 78,900 17,100 96,000 Additional paid-in capital 3,203,500 38,384,700 41,588,200 Retained deficit (7,445,900) (7,445,900) Total equity (1,641,800) 38,401,800 36,760,000 Total liabilities & equity 13,867,900 38,401,800 52,269,700 /TABLE (c) Exhibits Exhibit No. Description Page 99.1 Press Release dated July 23, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. LCA-VISION INC. Date: July 24, 1997 By: _________________________________ Larry P. Rapp Chief Financial Officer EX-99.1 2 Exhibit 99.1 Contacts: Dr. Stephen Joffe, CEO LCA-Vision Inc. (513) 792-9292 Joel Pomerantz The Dilenschneider Group (212) 922-0900 LCA-VISION TO ACQUIRE ALL OF THE STOCK OF SUMMIT TECHNOLOGY'S RCII SUBSIDIARY CINCINNATI, July 23 -- LCA-Vision Inc. (NASDAQ:LCAV), a leading competitor in the fast-growing refractive laser vision correction sector, today agreed to acquire all of the outstanding stock of Summit Technology, Inc.'s (NASDAQ:BEAM) Refractive Centers International, Inc. (RCII) subsidiary in exchange for 17 million shares of LCA-Vision common stock. The agreement provides that RCII will have a cash balance of $10 million at closing. It is also subject to regulatory approval under the terms of the Hart Scott Rodino Act. When the deal is completed, LCA-Vision will have a total of 43 laser vision correction locations in the U.S., Canada, and Europe including 19 free-standing centers formerly owned and operated by RCII and six additional "centers of excellence" located at prestigious university medical centers/hospitals. # # # -----END PRIVACY-ENHANCED MESSAGE-----