SC TO-I/A 1 d51273_scto-ia.txt SCHEDULE TO I/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO/A AMENDMENT NO.1 (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) or 13(e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- TLC VISION CORPORATION (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Shares Granted Under TLC Vision Corporation's Amended and Restated Stock Option Plan (Title of Class of Securities) 872549100 (CUSIP Number of Underlying Class of Securities) Robert W. May Co-General Counsel and Secretary TLC Vision Corporation 540 Maryville Centre Drive, Suite 200 St. Louis, Missouri, 63141 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copies to: David Chaikof, Esq. Torys LLP Suite 3000, Maritime Life Tower Andrew Beck, Esq. P.O. Box 270, TD Centre Torys LLP 79 Wellington Street West 237 Park Avenue Toronto, Ontario M5K 1E2 New York, New York 10017-3142 (416) 865-0040 (212) 880-6000 Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third party tender offer subject to Rule 14d-l. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to schedule 13D under Rule 13d-2. |_| Check the following box if the filing is a final amendment reporting the results of the tender offer. Item 1. Summary Term Sheet The information set forth under "Summary Term Sheet" in the Offer to Exchange, dated July 18, 2002 (the "Offer to Exchange"), attached hereto as Exhibit (a)(1), is incorporated herein by reference. Item 2. Subject Company Information (a) The name of the issuer is TLC Vision Corporation, a corporation organized under the laws of New Brunswick ("TLC Vision" or the "Company"), the address of its international head office is 5280 Solar Drive, Suite 300, Mississauga, Ontario, L4W 5M8, and the telephone number of its international head office is (905) 602-2020. The information set forth in the Offer to Exchange under Section 9 ("Information Concerning TLC Vision") is incorporated herein by reference. (b) This Tender Offer Statement on Schedule TO/A relates to an offer by the Company to exchange Eligible Options (as defined in the Offer to Exchange) for new options (the "New Options") to purchase common shares of the Company, without nominal or par value (the "Common Shares"), upon the terms and subject to the conditions described in the Offer to Exchange and the related cover letter and acceptance letter (the "Acceptance Letter") (which together shall constitute the "Offer"), attached hereto as Exhibits (a)(2) and (a)(3). The information set forth in the Offer to Exchange under "Summary Term Sheet," "Questions and Answers," Section 1 ("Eligible Options and Expiration Date"), Section 5 ("Acceptance of Eligible Options for Exchange and Issuance of New Options") and Section 8 ("Source and Amount of Consideration; Terms of New Options") is incorporated herein by reference. (c) The information set forth in the Offer to Exchange under Section 7 ("Price Range of TLC Vision Common Shares") is incorporated herein by reference. Item 3. Identity and Background of Filing Person The information set forth under Item 2(a) above is incorporated herein by reference. Item 4. Terms of the Transaction (a) The information set forth in the Offer to Exchange under "Summary Term Sheet," "Questions and Answers," Section 1 ("Eligible Options and Expiration Date"), Section 3 ("Procedures for Tendering Eligible Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance of Eligible Options for Exchange and Issuance of New Options"), Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount of Consideration; Terms of New Options"), Section 12 ("Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer"), Section 13 ("Legal Matters; Regulatory Approvals"), Section 14 ("Material U.S. Federal Income Tax Consequences"), Section 15 ("Material Canadian Federal Tax Consequences") and Section 16 ("Extension of Offer; Termination; Amendment") is incorporated herein by reference. (b) The information set forth in the Offer to Exchange under Section 11 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options and Our Common Shares") is incorporated herein by reference. (c) If TLC should waive a condition of the Offer to Exchange, it will do so as to all option holders. (d) TLC will provide tendering option holders with notice of acceptance of their options promptly after expiration of the offer. Item 5. Past Contacts, Transactions, Negotiations and Arrangements The information set forth in the Offer to Exchange under Section 11 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options and Our Common Shares") is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals (a) The information set forth in the Offer to Exchange under Section 2 ("Purpose of the Offer") is incorporated herein by reference. (b) The information set forth in the Offer to Exchange under Section 5 ("Acceptance of Eligible Options for Exchange and Issuance of New Options") and Section 12 ("Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer") is incorporated herein by reference. (c) Except as set forth in the Offer to Exchange under Section 9 ("Information Concerning TLC Vision"), Section 18 ("Additional Information") and Section 19 ("Forward Looking Statements"), the Company does not have any plans, proposals or negotiations that relate or would result in any of the events described in Item 1006(c) of Regulation M-A. Item 7. Source and Amount of Funds or Other Consideration (a) The information set forth in the Offer to Exchange under Section 8 ("Source and Amount of Consideration; Terms of New Options") and Section 17 ("Fees and Expenses") is incorporated herein by reference. (b) The information set forth in the Offer to Exchange under Section 6 ("Conditions of the Offer") is incorporated herein by reference. (d) Not applicable. Item 8. Interest in Securities of the Subject Company (a) Not applicable. (b) The information set forth in the Offer to Exchange under Section 11 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options and Our Common Shares") is incorporated herein by reference. Item 9. Person/Assets, Retained, Employed, Compensated or Used Not applicable. Item 10. Financial Statements (a) The information set forth in the Offer to Exchange under Section 9 ("Information Concerning TLC Vision") and Section 18 ("Additional Information"), the information set forth on pages 60 to 95 of the Company's Annual Report on Form 10-K for its fiscal year ended May 31, 2001 and the information set forth in the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended February 28, 2002 is incorporated herein by reference. (b) Not applicable. Item 11. Additional Information (a) The information set forth in the Offer to Exchange under Section 11 ("Interests of Directors and Officers; Transactions and Arrangements Concerning the Options and Our Common Shares") and Section 13 ("Legal Matters; Regulatory Approvals") is incorporated herein by reference. (b) Not applicable. Item 12. Exhibits (a) (1) Offer to Exchange, dated July 18, 2002. (2) Form of Acceptance Letter for U.S. Optionholders. (3) Form of Acceptance Letter for Canadian Optionholders. (4) Form of Withdrawal Letter for U.S. Optionholders. (5) Form of Withdrawal Letter for Canadian Optionholders. (6) Form of Cover Letter to U.S. Optionholders Accompanying Offer to Exchange. (7) Form of Cover Letter to Canadian Optionholders Accompanying Offer to Exchange. (8) Stock Option Q&A and Glossary of Terms. (9) Form of Summary of Outstanding Options. (b) Not applicable. (d) (1) TLC Vision Corporation's Amended and Restated Stock Option Plan. (2) Form of Option Instruments of Grant. (g) Not applicable. (h) Not applicable. Item 13. Information Required by Schedule 13E-3 Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO/A is true, complete and correct. TLC Vision Corporation By: /s/ Robert W. May ------------------------------------- Robert W. May Co-General Counsel and Secretary INDEX OF EXHIBITS Exhibit Number Description of Exhibit ------- ---------------------- (a) (1) Offer to Exchange, dated July 18, 2002.* (2) Form of Acceptance Letter for U.S. Optionholders.* (3) Form of Acceptance Letter for Canadian Optionholders.* (4) Form of Withdrawal Letter for U.S. Optionholders.* (5) Form of Withdrawal Letter for Canadian Optionholders.* (6) Form of Cover Letter to U.S. Optionholders Accompanying Offer to Exchange.* (7) Form of Cover Letter to Canadian Optionholders Accompanying Offer to Exchange.* (8) Stock Option QA and Glossary of Terms.* (9) Form of Summary of Outstanding Options.* (b) Not applicable. (d) (1) TLC Vision Corporation's Amended and Restated Stock Option Plan.* (2) Form of Option Instruments of Grant.* (g) Not applicable. (h) Not applicable. ------------------ * Previously filed.