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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): May 15, 2009

TLC Vision Corporation

(Exact name of registrant as specified in its charter)

New Brunswick, Canada	000-29302	980151150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5280 Solar Drive, Suite 100, Mississauga, Ontario	L4W 5M8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 636-534-2300

(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))

TABLE OF CONTENTS

EX-99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On May 15, 2009, TLC Vision Corporation (the “Company”) announced that as part of its efforts to reduce costs, it has terminated the employment of three of its executive officers effective immediately. The three executive officers impacted are: Steven P. Rasche, Chief Financial Officer; Brian L. Andrew, General Counsel and Secretary; Larry D. Hohl, President of Refractive Centers.

     Also on May 15, 2009, William J. McManus, a managing director of Conway, Del Genio, Gries & Co. LLC, a financial advisory firm based in New York, NY (“CDG”), was appointed to the position of interim Chief Financial Officer. Mr. McManus has more than 20 years of senior financial, operational, and consulting experience in turnaround / restructuring environments. Prior to joining CDG in February 2009, Mr. McManus worked at Horizon Management from December 2001 to November 2008 as Managing Director specializing in Crisis / Interim Management. Mr. McManus graduated from the University of Notre Dame where he received a Bachelor of Business Administration with a concentration in finance. Mr. McManus will not receive direct compensation from the Company and will continue to be employed and compensated by CDG.

Item 8.01 Other Events

     On May 15, 2009, the Company issued a press release announcing the changes to its management. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits:

          99.1      Press Release entitled “TLCVision Announces Management Changes” issued by TLC Vision Corporation on May 15, 2009.

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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.

 

	TLC VISION CORPORATION
Date:  May 18, 2009	By:	/s/James J. Hyland
		Name:	James J. Hyland
		Title:	VP Investor Relations

 

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EXHIBIT INDEX

Exhibit
	99.1	Press Release entitled “TLCVision Announces Management Changes” issued by TLC Vision Corporation on May 15, 2009.

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EX-99.1

Exhibit 99.1

News Release	Contact:
For Immediate Release	James J. Hyland, VP Investor Relations
	(636) 534-2369
	Email: investor.relations@tlcvision.com

TLCVision Announces Management Changes

ST. LOUIS, MO, May 15, 2009: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC) announced that as part of its efforts to reduce costs, it has terminated the employment of three of its executive officers effective today. The three executive officers impacted are: Steven P. Rasche, Chief Financial Officer; Brian L. Andrew, General Counsel and Secretary; Larry D. Hohl, President of Refractive Centers.

William J. McManus, a managing director of Conway, Del Genio, Gries & Co. LLC, a financial advisory firm based in New York, NY, has been appointed to the position of Interim Chief Financial Officer. Mr. Andrew’s non-legal responsibilities as well as Mr. Hohl’s responsibilities will be assumed by James B. Tiffany, President and Chief Operating Officer of TLC Vision. Mr. Andrew’s legal responsibilities will be assumed on an interim basis by Company attorneys and external counsel.

“We wish Steve, Brian and Larry well in their future endeavors, and thank them for their contributions to TLC Vision,” commented Mr. Tiffany. “We continue to focus on the strategic direction of the company and we continue to work constructively with our lenders to develop a more flexible capital structure for the company going forward.”

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, Section 21E of the U.S. Securities Exchange Act of 1934 and Canadian Provincial Securities Laws, 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. We caution that all forward-looking information is inherently uncertain and that actual results may differ materially from the assumptions, estimates or expectations reflected in the forward-looking information. A number of factors could cause actual results to differ materially from those in forward-looking statements, including but not limited to economic conditions, the level of competitive intensity for laser vision correction, the market acceptance of laser vision correction, concerns about potential side effects and long term effects of laser vision correction, the ability to maintain agreements with doctors on satisfactory terms, quarterly fluctuation of operating results that make financial forecasting difficult, the volatility of the market price of our common shares, profitability of investments, successful execution of our direct-to-consumer marketing programs, the ability to open new centers, the reliance on key personnel, medical malpractice claims and the ability to maintain adequate insurance therefore, claims for federal, state and local taxes, compliance with industry regulation, compliance with U.S. and Canadian healthcare regulations, disputes regarding intellectual property, many of which are beyond our control.

Therefore, should one or more of theses risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering any such forward-looking information herein and to not place undue reliance on such statements and assumptions. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any forward-looking statements or assumptions whether as a result of new information, future events or otherwise, except as required by law.

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

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results referred to in forward-looking statements. TLCVision assumes no obligation to update the information contained in this press release.

About TLCVision

TLCVision is North America’s premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers’ management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. Information about vision correction surgery can be found on the TLC Laser Eye Centers’ website at www.lasik.com. More information about TLCVision can be found on the Company’s website at www.tlcv.com.

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