-----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, N/OX2ZpBB2SpELdE+Z/38sEpu534VWA4Ke2iizbWjZHsxBwIYMmeuB4OffjBHBok d/v4vKzbi18//wmW53NNzQ== 0001005477-01-001823.txt : 20010308 0001005477-01-001823.hdr.sgml : 20010308 ACCESSION NUMBER: 0001005477-01-001823 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010306 EFFECTIVENESS DATE: 20010306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC LASER CENTER INC 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: S-8 POS SEC ACT: SEC FILE NUMBER: 333-55480 FILM NUMBER: 1562142 BUSINESS ADDRESS: STREET 1: 5600 EXPLORER DRIVE STREET 2: SUITE 301 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 3015712020 MAIL ADDRESS: STREET 1: 6701 DEMOCRACY BLVD STREET 2: SUITE 200, LEGAL DEPT. CITY: BETHESDA STATE: MA ZIP: 20817 S-8 POS 1 0001.txt POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on March 6, 2001 Registration No. 333-55480 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TLC LASER EYE CENTERS INC. (Exact name of registrant as specified in its charter) Ontario, Canada 980151150 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5600 Explorer Drive Suite 301 Mississauga, Ontario L4W 4Y2 Canada (905) 602-2020 (Address of Principal Executive Offices, Including Zip Code) TLC LASER EYE CENTERS INC. SHARE OPTION PLAN THOMAS G. O'HARE EMPLOYMENT AGREEMENT (Full Title of the Plan) Lloyd Fiorini TLC Laser Eye Centers Inc. 5600 Explorer Drive Suite 301 Mississauga, Ontario L4W 4Y2 Canada (Name and Address of Agent for Service) (905) 602-2020 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Jeffrey E. Jordan, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, DC 20036-5339 --------------- INTRODUCTORY STATEMENT This Post-Effective Amendment No. 1 to Form S-8 Registration Statement relates to shares of TLC Laser Eye Centers Inc. Common Stock (the "Common Shares") issuable pursuant to TLC Laser Eye Centers Inc. Share Option Plan and Thomas G. O'Hare Employment Agreement previously reported in a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 13, 2001, file number 333-55480 (the "Original Registration Statement"). This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed to add as an Exhibit 23(a) the consent of Ernst & Young LLP, Chartered Accountants, which was inadvertently omitted from the Original Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in a Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: 1. The Registrant's quarterly report on Form 10-Q for the period ended November 30, 2000. 2. The Registrant's quarterly report on Form 10-Q for the period ended August 31, 2000. 3. The Registrant's annual report on Form 10-K for the fiscal year ended May 31, 2000. 4. Registrant's Form 8-A Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), containing a description of the Registrant's common stock,0 including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Under the Business Corporations Act (Ontario), the Registrant may indemnify a present or former director or officer or a person who acts or acted at the Registrant's request as a director or officer of another corporation of which such Registrant is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with the Registrant or such other corporation, as the case may be, provided that such person acted honestly and in good faith with a view to the best interests of the Registrant and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such person had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with an action by or on behalf of the Registrant or such other corporation, as the case may be, only with court approval. A director or officer referred to above is entitled to indemnification from the Registrant as a matter of right if he was substantially successful on the merits and fulfilled the conditions set forth above. In accordance with the Business Corporations Act (Ontario), the By-laws of the Registrant indemnify a director or officer, a former director or officer, a person who acts or acted at the Registrant's request as a director or officer of a corporation of which the Registrant is or was a shareholder or creditor, or such person's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Registrant or such other corporation if such person acted honestly and in good faith with a view to the best interests of the Registrant, and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, such person had reasonable grounds for believing that such person's conduct was lawful. A policy of directors' and officers' liability insurance is maintained by the Company which insures, subject to certain exclusions, directors and officers of the Registrant for damages, judgments, settlements and defense costs as a result of claims based upon their acts or omissions in their capacities as directors and officers of the Registrant, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the Business Corporations Act (Ontario), the Registrant's Articles or By-laws or the common law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed Not applicable. 2 Item 8. Exhibits See Exhibit Index. Item 9. Undertakings (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registrant Statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this Registration Statement; (iii) Include any additional or changed material information on the plan of distribution; provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) For determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the end of the offering. (b) The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant, unless in the opinion of its counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, on this 6th day of March, 2001. TLC LASER EYE CENTERS INC. By: /s/ Elias Vamvakas --------------------------------------- Elias Vamvakas Chief Executive Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signatures Title Date /s/ Elias Vamvakas Chief Executive Officer March 6, 2001 - ------------------------------ and Chairman of the Board Elias Vamvakas of Directors /s/ Brian Park Controller (Principal March 6, 2001 - ------------------------------ Financial and Accounting Brian Park Officer Co-National Medical Director March __, 2001 - ------------------------------ and Director Jeffery J. Machat /s/ Howard J. Gourwitz* Director March 6, 2001 - ------------------------------ Howard J. Gourwitz /s/ William David Sullins, Jr.* Director March 6, 2001 - ------------------------------ William David Sullins, Jr. /s/ Warren S. Rustand* Director March 6, 2001 - ------------------------------ Warren S. Rustand 4 /s/ John F. Riegert* Director March 6, 2001 - ------------------------------ John F. Riegert /s/ Thomas N. Davidson* Director March 6, 2001 - ------------------------------ Thomas N. Davidson - ---------- * Elias Vamvakas, by signing his name hereto signs this document on behalf of each of the persons so indicated above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission. /s/ Elias Vamvakas - ------------------------------ Elias Vamvakas Attorney-in-Fact 5 EXHIBIT INDEX Exhibit 5 Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning validity of securities registered* 23(a) Consent of Ernst & Young LLP, Chartered Accountants, Certified Public Accountants 23(b) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel): included in exhibit 5* 24 Power of Attorney* - ------------------- * Previously filed 6 EX-23.(A) 2 0002.txt CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement (Form S-8 No. 333-55480) pertaining to the TLC Laser Eye Centers Inc. Share Option Plan and the Thomas G. O'Hare Employment Agreement of our report dated July 7, 2000, with respect to the consolidated financial statements of TLC Laser Eye Centers Inc., included in its Annual Report (Form 10-K) for the year ended May 31, 2000, filed with the Securities Exchange Commission. ERNST & YOUNG LLP CHARTERED ACCOUNTANTS Toronto, Canada March 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----