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): June 22, 2006

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 1.01 Entry into a Material Definitive Agreement.

The TLC Shareholders approved a 2nd Amendment to the Amended & Restated Share Option Plan (the "Plan"). The 2nd Amendment increases the number of common shares which may be issued under the Plan from 7,116,000 to 9,116,000 shares.

Other amendments to the Plan also approved were:

The following definition was added to Section 1.4 of the Plan:
"'Non-Executive Director' means any director of the Corporation who is not also an officer or employee of the Corporation or any of its Affiliates"

The Plan is amended to add the following sentence to Section 2.1 of the Plan:
"No Non-Executive Director shall be granted Options under this Share Option Plan to purchase more than 15,000 Shares (subject to adjustment as provided in Section 3.4) in the aggregate in any calendar year, and no Non-Executive Chairman shall be granted Options under this Share Option Plan to purchase more than 20,000 Shares (subject to adjustment as provided in Section 3.4) in the aggregate in any calendar year."Section 2.2 (a)of the Plan regarding the exercise of Options. The Plan formerly allowed five years from date of grant to exercise, the Plan now allows up to ten years to exercise from date of grant.

Item 8.01 Other Events.

On June 22, 2006 TLC Vision Corporation issued two press releases announcing the following:
TLC's Board of Directors has elected Warren Rustand to serve as Chairman of the Board. Mr. Rustand succeeds former Chairman, Elias Vamvakas.

All resolutions proposed at the Annual Shareholder Meeting were voted on and approved by the TLC Shareholders. The resolutions approved were:
– Amended & Restated Share Option Plan: The Amendment increases the number of common shares which may be issued under the Plan from 7,116,000 to 9,116,000 shares. Other revisions to the Plan were approved and are detailed above in Item 1.01
– Election of Directors: All current members of the Board have been re-elected to another one-year term.
– Appointment of Auditors: Ernst & Young LLP have been re-appointed as auditor of TLCVision for 2006.

Item 9.01 Financial Statements and Exhibits.

Complete detials on both press releases issued today are attached as Exhibits 99.1 and 99.2

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
June 23, 2006	By:	/s/ Brian L. Andrew
		Name: Brian L. Andrew
		Title: General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release announcing election of Warren Rustand
99.2	Press Release announcing conclusion of Annual Shareholder Meeting

EX-99.1

News Release	Contact:
For Immediate Release	Anna Austin, EVP, Corporate Communications (636) 534-2271 Email: investor.relations@tlcvision.com

TLCVision Elects Warren Rustand as Chairman of the Board

ST. LOUIS, MISSOURI, June 22, 2006: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, today announced that its Board of Directors has elected Warren Rustand to serve as Chairman of the Board. Mr. Rustand succeeds former Chairman, Elias Vamvakas, who served in that position since 1994.

“The employees and shareholders are very grateful to Elias for his vision and leadership over the past 13 years,” said Jim Wachtman, President and CEO. “He co-founded TLC Laser Eye Centers in 1993, and is one of the true pioneers in the refractive surgery industry. We are fortunate to have him remain as a Director to help lead the Company in the future.”

Mr. Rustand has served as an independent director on TLCVision’s Board since October 1997 as well as Chairman of its Audit Committee. He is the Managing Partner of SCCapital Partners, a Newport Beach, California investment banking firm and Chairman and Chief Executive Officer of Summit Capital Consulting.

“Warren has been a very active, independent Board member since 1997,” said Jim Wachtman. “He brings a wealth of experience and strategic vision to the Chairman role and I look forward to working with him.”

Mr. Rustand also serves on the board of Providence Service Corporation (NASDAQ: PRSC). He has served on nearly fifty boards of directors, which include both private and public companies, as well as numerous non-governmental organizations. Additionally, Mr. Rustand has had a long-term interest in public policy, and in 1973, was selected as a White House Fellow. During his fellowship he served in various positions such as Special Assistant to the Secretary of Commerce and Special Assistant to the Vice President. In addition, from 1974 to 1976, he served as the Appointments Secretary to President Gerald Ford.

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 and technology access service models, and its managed care contracting strength, TLCVision maintains leading positions in Refractive and Cataract markets. More information about TLCVision can be found on the 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.

News Release	Contact:
For Immediate Release	Anna Austin, EVP, Corporate Communications (636) 534-2271 Email: investor.relations@tlcvision.com

TLCVision Concludes Annual Shareholder Meeting

ST. LOUIS, MISSOURI, June 22, 2006: TLC Vision Corporation (NASDAQ:TLCV; TSX:TLC), North America’s premier eye care services company, announced that all resolutions proposed at the annual and special meeting, held on June 22, 2006, were voted on and approved by shareholders. The resolutions approved were:

–
–
– Share Option Plan: The number of common shares reserved for
issuance has been increased from 7,116,000 to 9,116,000 shares
and other revisions to the plan were approved.
Election of Directors: All current members of the Board have
been re-elected to another one-year term.
Appointment of Auditors: Ernst & Young LLP have been appointed
as auditors of TLCVision for 2006.

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 and technology access service models, and its managed care contracting strength, TLCVision maintains leading positions in Refractive and Cataract markets. More information about TLCVision can be found on the 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.