-----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, M1pVyh4uGJ3wJ4EwylS0LtqwlD5a5y0Uhz3GWYf2dyvPhBesv13J9ZWjIM2FZixn sYZxwHpJxTCbQ8ZQJpsG8w== 0001005477-02-001824.txt : 20020425 0001005477-02-001824.hdr.sgml : 20020425 ACCESSION NUMBER: 0001005477-02-001824 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020418 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020425 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29302 FILM NUMBER: 02621134 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 8-K 1 d37216_8k.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): April 18, 2002 TLC LASER EYE CENTERS INC. (Exact name of registrant as specified in its charter) Ontario 0-29302 980151150 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) organization) 5280 Solar Drive, Suite 300 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 April 18, 2002, TLC Laser Eye Centers Inc. ("TLC") and Laser Vision Centers, Inc. ("LaserVision") announced that shareholders of each company approved the planned merger of TLC and LaserVision, as well as related matters. The companies also announced that due to the continuing strike by Ontario public service employees they do not expect the merger to close by April 30, 2002, as previously indicated. The companies have agreed not to exercise their respective rights to terminate the merger if not completed by March 31, 2002, provided that it is completed by May 10, 2002. The joint press release of TLC and LaserVision, issued April 18, 2002, announcing shareholder approval and the extension of the deadline for closing is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Exhibits 99 Press Release dated April 18, 2002. * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, TLC has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 25, 2002 TLC LASER EYE CENTERS INC. By /s/ Lloyd D. Fiorini ------------------------------ Lloyd D. Fiorini General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 99 Press Release dated April 18, 2002. EX-99 3 d37216_exh99.txt PRESS RELEASE Exhibit 99 SHAREHOLDERS APPROVE MERGER OF TLC AND LASERVISION Creates North America's Premier Eye Surgery Services Provider TORONTO & ST. LOUIS--April 18, 2002--At an annual and special meeting of shareholders in Toronto this morning, TLC Laser Eye Centers Inc. (TLC) shareholders approved the planned merger with Laser Vision Centers, Inc. (LaserVision) (Nasdaq: LCI) and the related matters including the renaming of the company to TLC Vision Corporation (TLC Vision). Approximately 99 percent of the common shares voted were cast in favour of the proposed agreement and plan of merger. The results follow a similar outcome at this morning's special meeting of LaserVision shareholders in St. Louis, Missouri. At that meeting, approximately 97 percent of the common shares voted were cast in favour of the proposed merger with TLC to create TLC Vision. "This is an exciting milestone. We are extremely pleased with the results of the vote and thank our shareholders for a rousing endorsement of our proposal to create TLC Vision," said Elias Vamvakas, TLC's Chairman and CEO. "Today's approvals give us the mandate to create the premier company in the refractive surgery industry, providing value-added services to a leading network of affiliated doctors so they can provide superior patient care," said Jim Wachtman, LaserVision's President and COO. "We are very pleased with today's vote. I have enjoyed my 17 years as CEO of Laser Vision Centers and its predecessor companies and I look forward to serving on the Board of the new company following the closing and I extend my best wishes to our employees, customers and shareholders," said Jack Klobnak, LaserVision's Chairman and CEO. Under the terms of the merger agreement, as amended, LaserVision's common stock will be converted to TLC Vision common stock at a fixed exchange ratio. LaserVision shareholders will receive 0.95 shares of TLC stock, which is traded on NASDAQ and The Toronto Stock Exchange, for each common share of LaserVision. As a result of the continuing strike by the Ontario public service employees, the companies do not expect that the merger will close, as previously indicated, by April 30, 2002. The merger agreement permits either company to terminate if the merger is not completed by March 30, 2002. However, the companies have agreed that they will not exercise this right to terminate provided that the merger is completed by May 10, 2002. TLC and LaserVision intend to close the transaction as soon as practicable. In the meantime, management of TLC and LaserVision will continue their integration planning and continue working towards the combination of the two companies, however the companies will continue to operate separately. Forward Looking Information This press release contains certain forward-looking statements about TLC, LaserVision and the proposed merger 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", "plan" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. Forward looking statements, by their nature, are subject to risks and uncertainties, TLC's and LaserVision's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including the ability of TLC and LaserVision to consummate a merger and successfully integrate operations, the timing of expenditures and expansion opportunities, any of which could cause actual results to vary materially from current results or anticipated future results. See TLC's reports filed with the Toronto Stock Exchange and the U.S. Securities and Exchange Commission and LaserVision's reports filed with 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. TLC and LaserVision assume no obligation to update the information contained in this press release to update forward looking statements to reflect changed assumptions, the occurrence of anticipated events or changes in future operating results, financial condition or business over time. Contact: TLC Laser Eye Centers Inc. Stephen Kilmer, 905/238-3904 stephen.kilmer@tlcvision.com or Laser Vision Centers, Inc, John Stiles, 314/434-6900 jstiles@laservision.com or TLC VISION Merger Hotline David Smith, 800/TLC-1033 ext. 3060 merger@tlcvision.com -----END PRIVACY-ENHANCED MESSAGE-----