-----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, RTAT8pnPlTCefW9Lqn7cJ6jHAgllovKu6gXEwWFft2zFKDZlAUrfocYjRK0BL4Qj oVZvdTTaZ1Cc42DbxTyuuQ== 0000950137-04-006833.txt : 20040816 0000950137-04-006833.hdr.sgml : 20040816 20040816140149 ACCESSION NUMBER: 0000950137-04-006833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC VISION CORP CENTRAL INDEX KEY: 0001010610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 980151150 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29302 FILM NUMBER: 04977684 BUSINESS ADDRESS: STREET 1: 5600 EXPLORER DRIVE STREET 2: SUITE 301 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 3144346900 MAIL ADDRESS: STREET 1: 540 MARYVILLE CENTRE DR STREET 2: - CITY: ST LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: TLC LASER CENTER INC DATE OF NAME CHANGE: 19960314 8-K 1 c87636e8vk.txt CURRENT REPORT ================================================================================ 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): August 13, 2004 TLC VISION CORPORATION (Exact name of registrant as specified in its charter) NEW BRUNSWICK 0-29302 980151150 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) organization) 5280 SOLAR DRIVE, SUITE 100 MISSISSAUGA, ONTARIO L4W 5M8 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (905) 602-2020 ================================================================================ ITEM 5. OTHER EVENTS On August 13, 2004, the Company and OccuLogix, Inc. announced OccuLogix' filing of a registration statement with the U.S. Securities and Exchange Commission for the initial public offering of its common stock. A copy of that press release is attached hereto as Exhibit 99.1. On August 13, 2004, the Company issued a press release announcing management changes in connection with the planned OccuLogix IPO. A copy of that press release is attached hereto as Exhibit 99.2. ITEM 7. LIST OF EXHIBITS FILED (c) Exhibits 99.1 OccuLogix' Files Registration Statement for IPO Joint Press Release, dated August 13, 2004 99.2 Management Changes in Connection with OccuLogix IPO Press Release, dated August 13, 2004 * * * 2 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. Dated: August 16, 2004 TLC VISION CORPORATION By: /s/ Robert W. May --------------------------------- Robert W. May General Counsel and Secretary 3 EXHIBIT INDEX
Exhibit No. Description - ----------- ---------------------------------------------------------------- 99.1 OccuLogix' Files Registration Statement for IPO Joint Press Release, dated August 13, 2004 99.2 Management Changes in Connection with OccuLogix IPO Press Release, dated August 13, 2004
4 EX-99.1 2 c87636exv99w1.txt PRESS RELEASE Schedule 99.1 OCCULOGIX, INC. FILES REGISTRATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE INITIAL PUBLIC OFFERING OF COMMON STOCK MISSISSAUGA, ONTARIO--(CCNMatthews - Aug. 13, 2004) - OccuLogix, Inc. (formerly Vascular Sciences Corporation) and its significant stockholder TLC Vision Corporation announced today that OccuLogix, Inc. has filed a registration statement with the U.S. Securities and Exchange Commission for the initial public offering of its common stock. A portion of the shares will be offered by TLC Vision Corporation and other selling stockholders. The offering is being underwritten by a syndicate led by Citigroup Global Markets Inc. Other underwriters included in this offering are SG Cowen & Co. LLC, ThinkEquity Partners LLC, Orion Securities (USA) Inc. and DeMatteo Monness LLC. The registration statement has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State, Province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State, Province or other jurisdiction. Copies of the prospectus, when available, may be obtained from Citigroup Global Markets Inc. at Brooklyn Army Terminal, 140 58th Street, Brooklyn, NY 11220, Attn: Prospectus Department, telephone: (718) 765-6732. OccuLogix, Inc. is an ophthalmic therapeutic company founded in 1996 to commercialize innovative treatments for eye diseases. CONTACT: TLC Vision Corporation Stephen Kilmer (905) 238-3904 Source: OccuLogix, Inc. EX-99.2 3 c87636exv99w2.txt PRESS RELEASE Schedule 99.2 TLCVISION ANNOUNCES MANAGEMENT CHANGES IN CONNECTION WITH PLANNED OCCULOGIX IPO MISSISSAUGA, ONTARIO--(CCNMatthews - Aug. 13, 2004) - TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC) announced today management changes in connection with the planned initial public offering of OccuLogix, Inc. (formerly Vascular Sciences Corporation), of which TLCVision is a significant shareholder. Earlier today, OccuLogix and TLCVision announced that OccuLogix had filed a registration statement with the U.S. Securities and Exchange Commission for the initial public offering of its common stock ("the OccuLogix IPO"). In order to lead OccuLogix as its chairman and chief executive officer, Elias Vamvakas has resigned from the position of chief executive officer of TLCVision, but will continue to chair TLCVision's Board of Directors. James C. Wachtman has been appointed to succeed Mr. Vamvakas' as chief executive officer of TLCVision. Before becoming chief executive officer and director, Mr. Wachtman was the president, chief operating officer and director of TLCVision. Prior to the merger of TLC and LaserVision, Mr. Wachtman was president and chief operating officer of LaserVision from August 1998 and chief operating officer of North American operations of LaserVision between 1996 and 1998. W. David Sullins Jr., O.D., D.O.S., chairman of TLCVision's Corporate Governance Committee, commented, "the succession plan that we've put in place puts TLCVision in the enviable position of being able to benefit both from Elias' continuing stewardship of our company's vision and from Jim's extraordinary management and execution abilities." About TLC Vision TLCVision is North America's premier eye care services company. The key drivers of TLCVision's strategy are our affiliated network of thousands of eye doctors, proven corporate and consumer marketing and education programs, and access to state of the art clinical technologies. We are supported by a strong operations management culture and superior information technology. More information about the company can be found on the TLCVision web site at www.tlcv.com. OccuLogix Registration Statement The registration statement has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State, Province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State, Province or other jurisdiction. Copies of the prospectus, when available, may be obtained from Citigroup Global Markets Inc. at Brooklyn Army Terminal, 140 58th Street, Brooklyn, NY 11220, Attn: Prospectus Department, telephone: (718) 765-6732. Forward Looking Statements This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, which statements can be identified by the use of forward looking terminology, such as "may", "will", "expect", "intend", "anticipate", "estimate", "predict", "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including the timing of expenditures, effects of competition, changes to pricing, acquisitions and expansion opportunities, any of which could cause actual results to vary materially from current results or TLCVision's anticipated future results. See the Company's reports filed with the Canadian Securities Regulators and the U.S. Securities and Exchange Commission from time to time for cautionary statements identifying important factors with respect to such forward looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from results referred to in forward looking statements. TLCVision assumes no obligation to update the information contained in this press release. CONTACT: TLC Vision Corporation Stephen Kilmer (905) 238-3904 Source: TLC Vision Corporation -----END PRIVACY-ENHANCED MESSAGE-----