8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

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

Date of Report (Date of earliest event reported): March 21, 2005

LCA-VISION INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 0-27610
(Commission
File Number) 11-2882328
(IRS Employer
Identification No.)

7840 Montgomery Road, Cincinnati, Ohio
(Address of Principal Executive Offices) 45236
(Zip Code)

Registrant’s telephone number, including area code: (513) 792-9292

N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On March 21, 2005, LCA-Vision Inc. (the “Company”) issued a press release announcing the appointment of William F. Bahl and Thomas G. Cody to the Board of Directors of the Company, effective March 21, 2005. A copy of the press release is attached hereto as Exhibit 99.1. Messrs. Bahl and Cody will stand for election at the next annual meeting of stockholders scheduled for May 16, 2005 and their board committee memberships will be determined after the annual meeting. There were no arrangements pursuant to which Messrs. Bahl and Cody were selected as directors and neither has had any related party transactions with the Company.

Item 9.01      Financial Statements and Exhibits.

(c) Exhibits.

     99.1 Press release dated March 21, 2005

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 hereunto duly authorized.

LCA-VISION INC.
 

/s/ Alan H. Buckey        
Alan H. Buckey
Executive Vice President/Finance and
Chief Financial Officer

Date: March 21, 2005

EX-99.1

Exhibit 99.1

LCA-Vision Strengthens its Board of Directors with the Addition of Two New Members

Cincinnati, March 21, 2005 — LCA-Vision Inc. (Nasdaq: LCAV), a leading provider of laser vision correction services under the LasikPlus brand, announced today the appointments of William F. Bahl and Thomas G. Cody to its board of directors effective immediately. Mr. Bahl and Mr. Cody will stand for election at the annual shareholder meeting in May.

“We are pleased to strengthen our board with these two well qualified members,” said Stephen N. Joffe, LCA-Vision’s chairman and chief executive officer. “Their proven leadership abilities and broad experiences add tremendous value to our company, and we believe will be instrumental as we continue to drive earnings growth and execute our expansion and profitability strategies. We are excited and honored that they have chosen to serve on the Board of LCA-Vision.”

Mr. Bahl is the co-founder and owner of Bahl & Gaynor Investment Counsel, an independent registered investment advisor located in Cincinnati, Ohio. Prior to founding Bahl & Gaynor in 1990, he served as Senior Vice President and Chief Investment Officer at Northern Trust Company in Chicago. From 1978 until 1985, he was Vice President and Chief Investment Officer at Fifth Third Bank in Cincinnati. He began his career at Mellon Bank in Pittsburgh. He is a Chartered Investment Counselor and a Chartered Financial Analyst, and is a member of the Institute of Chartered Financial Analysts. He currently serves on the board of Cincinnati Financial Corporation, and serves as a trustee for both the Talbert House Foundation and The Deaconess Association. He is also the current Chairman of the Cincinnati Country Day School Foundation, and is a member of the Cincinnati Society of Financial Analysts, and was selected to participate in Leadership Cincinnati Class VIII. Formerly, he served as a trustee for the Chicago Society of Financial Analysts, and was President of the Cincinnati Society of Financial Analysts. He also previously served as Chairman of the Board for both the Cincinnati Country Day School and The Deaconess Hospital. Mr. Bahl received his M.B.A. from the University of Michigan, and his B.A. from the University of Florida.

Mr. Cody is Vice Chairman of Federated Department Stores. He joined Federated in 1982 from Pan American World Airways, Inc., where he served as Senior Vice President, General Counsel and Secretary. Mr. Cody currently serves on the board of CTS Corporation. He is also a member of the board of trustees for a number of organizations, including Xavier University, Children’s Hospital Medical Center, The Children’s Hospital, LifeCenter Organ Donor Network, the Cincinnati Art Museum, the Medical Center Fund, and the National Conference for Community and Justice. He is a past chair of the United Way and Community Chest, and the Greater Cincinnati Chamber of Commerce board of trustees,

as well as the former co-chair of Cincinnati C.A.N. Mr. Cody received his J.D. from St. John’s University School of Law, and his B.A. from Maryknoll College.

About LCA-Vision Inc. & LasikPlus
LCA-Vision Inc. (Nasdaq: LCAV) is a leading provider of laser vision correction services under the LasikPlus brand. The company owns and operates 42 LasikPlus fixed-site laser vision correction centers in the United States, and three centers in a joint venture in Canada. Additional company information is available at the company’s websites: http://www.lca-vision.com and http://www.lasikplus.com.

This news release contains forward-looking statements that are subject to risks and uncertainties that may result in actual results to differ materially from current expectations. For a discussion of risks and uncertainties that we face, please refer to our filings with the Securities and Exchange Commission including, but not limited to, our Forms 10-K and 10-Q.

For Additional Information
Patricia Forsythe
V.P. Investor Relations
513-792-5629
pforsythe@lca.com