-----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, I9T3qa8BfNS9tzXI5hZ7j+0bBio1aVSQfSvYdqTbF+xFLO9thGaWwzl139XL49Hr 5L4OvFORmo7cVRHvXJlSVA== 0001144204-09-030463.txt : 20090602 0001144204-09-030463.hdr.sgml : 20090602 20090602111410 ACCESSION NUMBER: 0001144204-09-030463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090602 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090602 DATE AS OF CHANGE: 20090602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCA VISION INC CENTRAL INDEX KEY: 0001003130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] 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: 09867215 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 v151249_8k.htm
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):  June 2, 2009

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:
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 June 2, 2009, LCA-Vision Inc. issued a press release to report certain information concerning its Annual Meeting of Stockholders and provide a general business update. The text of the press release 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.

(d) Exhibits.
 
99.1           Press release dated June 2, 2009
 
 
 

 
 
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.  
       
Date:  June 2, 2009
 
/s/ Steven C. Straus  
    Steven C. Straus  
    Chief Executive Officer  

 
 

 
EX-99.1 2 v151249_ex99-1.htm
 
Exhibit 99.1
 
 
                                                                                                      News Release

LCA-Vision Reports on Annual Meeting of Stockholders

CINCINNATI (June 2, 2009) – LCA-Vision Inc. (NASDAQ: LCAV), a leading provider of laser vision correction services under the LasikPlus® brand, announces that its stockholders have re-elected all six of its Board's nominees to its Board of Directors, each for a one-year term.  The Directors are:

§  
William F. Bahl, Co-Founder and President of Bahl & Gaynor Investment Counsel
§  
John H. Gutfreund, President of Gutfreund & Co. Inc.
§  
John C. Hassan, consultant with BSC Ventures
§  
Edgar F. Heizer III, Chairman of Manus Health Systems, Inc.
§  
Steven C. Straus, Chief Executive Officer of LCA-Vision Inc.
§  
E. Anthony Woods, non-executive Chairman of the Board of LCA-Vision, and Chairman and Chief Executive Officer of SupportSource, LLC

LCA-Vision stockholders also voted in favor of the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009 and voted against ratification of the Company’s Stockholders Rights Plan.

Commenting on current business conditions, Mr. Woods stated, “Although various surveys and indices indicate some optimism about economic conditions and consumer sentiment, it is our experience that many Americans are closely watching expenses and are limiting their spending primarily to essential items.  Our management team at LCA-Vision, with full Board support, has implemented multiple programs in an attempt to sustain procedure volume in this challenging environment.  However, consumer reluctance to spend on elective surgical procedures is continuing to have a negative impact on procedure volume at our LasikPlus® centers.  Procedure volume in April and May has declined approximately 45% from the comparable period last year and we currently anticipate continued softness throughout 2009.  The decline in discretionary spending impacted procedure volume to a greater extent in 2008 in the second half of the year, which could favorably impact year-over-year comparisons as 2009 progresses.

“As discussed in previous public announcements, our management has taken steps to control judiciously center-level and general and administrative expenses and conserve cash, positioning LCA-Vision to weather the current economic environment, while remaining committed to providing positive patient experiences and to optimize clinical outcomes,” he added.  “We have already experienced the majority of the benefit of these actions and expect only modest incremental cost reductions in these expenses in the coming quarters.  We will continue monitoring our marketing activities with the intent of aligning marketing expense with procedure volume as appropriate, which could lead to a reduction in marketing spending.  We also are considering additional actions, including closing underperforming vision centers.”
 

 
Forward-Looking Statements
This news release contains forward-looking statements based on current expectations, forecasts and assumptions of LCA-Vision that are subject to risks and uncertainties. The forward-looking statements in this release are based on information available to us as of the date hereof. Actual results could differ materially from those stated or implied in our forward-looking statements due to risks and uncertainties associated with our business, including, without limitation, those concerning economic, political and sociological conditions; the successful execution of marketing strategies to cost-effectively drive patients to our vision centers; an inability to attract new patients; our ability to profitably operate vision centers and retain qualified personnel during periods of lower procedure volumes; the relatively high fixed cost structure of our business; the acceptance rate of new technology, and our ability to successfully implement new technology on a national basis; market acceptance of our services; competition in the laser vision correction industry; the possibility of long-term side effects and adverse publicity regarding laser vision correction; operational and management instability; legal or regulatory action against us or others in the laser vision correction industry; the continued availability of non-recourse third-party financing for our patients on terms similar to what we have paid historically; and the future value of revenues financed by us and our ability to collect on such financings, which will depend on a number of factors including the worsening consumer credit environment and our ability to manage credit risk related to consumer debt, bankruptcies and other credit trends. In addition, an ongoing FDA study about post-Lasik quality-of-life matters could impact negatively the acceptance of LASIK. For a further discussion of the factors that may cause actual results to differ materially from current expectations, please review our filings with the Securities and Exchange Commission, including but not limited to our reports on Forms 10-K, 10-Q and 8-K. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the Securities and Exchange Commission, we assume no obligation to update the information included in this news release, whether as a result of new information, future events or circumstances, or otherwise.
 
 
About LCA-Vision Inc./LasikPlus®
LCA-Vision Inc., a leading provider of laser vision correction services under the LasikPlus® brand, operates 75 LasikPlus® fixed-site laser vision correction centers in 32 states and 57 markets in the United States and a joint venture in Canada. Additional company information is available at www.lca-vision.com and www.lasikplus.com.

  Earning Trust Every Moment.

  Transforming Lives Every Day.
     
For Additional Information    
     
Company Contact:
 
Investor Relations Contact:
Barb Kise
 
Jody Cain
LCA-Vision Inc.
 
Lippert/Heilshorn & Associates
513-792-9292 
 
310-691-7100 

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