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 6, 2006

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 7.01 Regulation FD Disclosure.

On March 6, 2006, LCA-Vision Inc. issued an announcement to its employees. The text of the announcement is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1 Company memorandum dated March 6, 2006

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/ Craig P.R. Joffe  

Craig P.R. Joffe 

Interim Chief Executive Officer, Chief Operating Officer and General Counsel 

Date: March 6, 2006

EX-99.1

Exhibit 99.1

To:	Surgeons, Optometrists, Operational Leadership Team, and Corporate Headquarters
From:	Craig Joffe
Date:	March 6, 2006
Subject:	Stephen Joffe

On Friday, March 3, 2006, Stephen Joffe disclosed to the Securities and Exchange Commission that he and an affiliated non-profit foundation have purchased shares of common stock of TLC Vision Corporation. This was a personal investment by Dr. Joffe, not an investment by LCA Vision/LasikPlus. To be clear, we do not believe this investment has any impact on our current operational and business strategies.

As you know, the LCA Vision/LasikPlus business remains robust, and we remain committed to the operational and financial guidance we provided February 22, 2006. We are confident that together we will have very strong financial and operational performance again this year.

Kevin, Alan, the rest of the management team, and I would like to thank you — the leadership backbone of the Company — for your continued efforts to make LCA Vision/LasikPlus the leading laser vision correction company in the United States. Please contact your operational vice president or me if you have any questions.