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 Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 10, 2008

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	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)

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:

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

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

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

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

Item 8.01  Other Events.

On December 10, 2008, the Chairman of the Board of Directors of LCA-Vision Inc., on behalf of the entire Board, sent a letter to certain stockholders in response to prior communications from such stockholders.  The letter is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1            Letter dated December 10, 2008 from the Chairman of the Board of Directors of LCA-Vision to Stephen N. Joffe, Craig P.R. Joffe and Alan Buckey

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/ E. Anthony Woods                             

E. Anthony Woods

Chairman of the Board

Date:  December 10, 2008

EX-99.1

Exhibit 99.1

[LCA-Vision Inc. Letterhead]

December 10, 2008

VIA EMAIL & CERTIFIED MAIL

Stephen N. Joffe

Craig P. Joffe

Alan H. Buckey

9650 Montgomery Road

Cincinnati, Ohio 45242

Gentlemen:

The Board of Directors of LCA-Vision has received and reviewed each of your letters.

The Board is, of course, concerned about the Company’s recent operating results and aware of the business challenges the Company faces, although it does not agree with your description of the Company’s condition as “dire” or its prognosis as “poor.”  As in prior economic downturns, a decline in consumer confidence and discretionary spending has adversely affected the Company’s performance. The Company has adopted and is implementing a business plan, including the actions described in its recent SEC filings, which the Board believes are appropriate during the current difficult economic situation. The Board is confident in the ability of its current management team to execute this business plan.

With respect to your recent request for Board representation and appointment to management positions at the Company, as you have noted repeatedly, each of you has previously served as an executive officer of LCA-Vision and, in the case of Steve and Craig, also as a Director.  Each of you voluntarily resigned from those positions of trust to pursue alternative personal or business objectives.  It seems to the Board for you to request such appointments is disingenuous after previously abandoning the Company.

Finally, the Board’s rationale for taking certain recent actions has been adequately explained in the Company’s public announcements regarding those actions.  In particular, the stockholders’ rights plan is designed to benefit all stockholders by ensuring that all stockholders receive equal treatment in the event of any proposed takeover, and to guard against tactics that could impair the Board’s ability to represent stockholders’ interests fully and independently. Under the Company’s policies, the Board is authorized to adopt a rights plan without prior approval if the plan is submitted for stockholder approval within 12 months of adoption.  Accordingly, the plan provides that it will expire if its adoption is not ratified by the stockholders within 12 months.  Consequently, the Board does not believe that it is necessary or prudent to call an immediate special meeting of stockholders for this purpose.

The Board is certainly open to hearing the suggestions of the Company’s stockholders, as evidenced by our arranging a meeting between you and certain members of the Board.  However, your recent letter writing campaign has become a distraction to executing our strategic plan.  Thus, we do not intend to respond to your letters individually, as they tend to repeat certain themes with which we don’t agree.

Sincerely,

/s/ E. Anthony Woods

E. Anthony Woods

Chairman of the Board