8-K

 

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): December 16, 2004

TLC Vision Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

New Brunswick	0-29302	980151150
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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: (905) 602-2020

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 16, 2004 TLC Vision Corporation (the "Registrant") issued a press release announcing the completion of the sale of 2,328,725 Shares of common stock of OccuLogix, Inc. in the initial public offering. A copy of the press release is attached hereto and incorporated as Exhibit 99.1. This Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(c)Exhibits

99.1 Press Release Announcing the Completion of the Sale of 2,328,725 Shares of Common Stock of OccuLogix, Inc. in the Initial Public Offering, dated December 16, 2004.

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
December 16, 2004	By:	Robert W. May
		Name: Robert W. May
		Title: Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release Announcing the Completion of 2,328,725 Shares of Common Stock of OccuLogix, Inc.

EX-99.1

Exhibit 99.1

News Release	Contact:
For Immediate Release	Anna Austin Vice President, Corporate Communications (314) 523-8354 investor.relations@tlcvision.com

TLCVision Reports Sale of 2,328,725 Shares of Common Stock of OccuLogix, Inc.

St. Louis, MO, December 16, 2004: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, today announced the completion of the initial public offering of OccuLogix, Inc. (NASDAQ:RHEO; TSX:RHE) and the previously announced sale of 2,328,725 shares of OccuLogix, Inc. common stock. The common shares were sold in the United States and Canada at a price of $12.00 per share and TLCVision will receive $27,944,700 in gross proceeds from the sale of the stock. TLCVision will continue to be a major shareholder with a 51.4% interest in OccuLogix (48.2% on a fully diluted basis).

TLCVision and the other selling stockholders in the offering granted the underwriters an over-allotment option, exercisable for 30 days from today, to purchase up to 1,260,000 shares of common stock of OccuLogix at the public offering price. TLCVision has been advised that the underwriters will not exercise the over-allotment option.

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.

About TLCVision

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.

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.

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