-----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, Q6pXdj4eeMfo3W6UePchJ5gh83zGRCHI0cxYBcPp84f+iwBYa0tanCKSNFI8OWcD up8a6ZLecvRhr9qdJK4ekA== 0000892251-08-000224.txt : 20081105 0000892251-08-000224.hdr.sgml : 20081105 20081105143252 ACCESSION NUMBER: 0000892251-08-000224 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LCA VISION INC CENTRAL INDEX KEY: 0001003130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 112882328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48601 FILM NUMBER: 081163376 BUSINESS ADDRESS: STREET 1: 7840 MONTGOMERY RD CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5137929292 MAIL ADDRESS: STREET 1: 7840 MONTGOMERY ROAD CITY: CINCINNATI STATE: OH ZIP: 45236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOFFE STEPHEN N CENTRAL INDEX KEY: 0001030711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7840 MONTGOMERY RD CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5137929292 MAIL ADDRESS: STREET 1: 7840 MONTGOMERY ROAD CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13D 1 sc13d102808.htm SCHEDULE 13D - 10/28/08 sc13d102808.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 
RULE 13d-2(a)
 
(Amendment No. __)
 
LCA-VISION INC
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)


501803308
(CUSIP Number)
 
Mark A. Weiss, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, 14th Floor
Cincinnati, Ohio 45202
(513) 579-6599
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 28, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Sec.240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


CUSIP No. 501803308
  
Page 2 of 12 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stephen N. Joffe
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
 
PF – See Item 3
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)                                           
 
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen
  
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
 
  
 8
SHARED VOTING POWER
 
2,115,320
  
 9
SOLE DISPOSITIVE POWER
 
 
  
10
SHARED DISPOSITIVE POWER
 
2,115,320
  
 11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   2,115,320– See Item 5
  
 12
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES*   o
 
  
 13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   11.4%
  
 14  TYPE OF REPORTING PERSON*
 
 
IN
  
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


CUSIP No. 501803308
  
Page 3 of 12 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Craig P.R. Joffe
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
 
PF – See Item 3
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)  o
 
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
 
  
 8
SHARED VOTING POWER
 
2,115,320
  
 9
SOLE DISPOSITIVE POWER
 
 
  
10
SHARED DISPOSITIVE POWER
 
2,115,320
  
   11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   2,115,320– See Item 5
  
   12
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
   CERTAIN SHARES* o  
 
  
   13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   11.4%
  
   14    TYPE OF REPORTING PERSON*
 
IN
  
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


CUSIP No. 501803308
  
Page 4 of 12 Pages
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alan H. Buckey
  
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)   x
  
 3
SEC USE ONLY
 
  
 4
SOURCE OF FUNDS*
 
PF – See Item 3
  
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
 
  
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 7
SOLE VOTING POWER
 
  
 8
SHARED VOTING POWER
2,115,320
  
 9
SOLE DISPOSITIVE POWER
 
  
10
SHARED DISPOSITIVE POWER
2,115,320
  
    11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   2,115,320– See Item 5  
   12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*  o
 
   13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4%
   14
   TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

Explanatory Note
 
This Schedule 13D (this “Schedule”) is being filed by the Reporting Persons (as defined below) and relates to their beneficial ownership of Shares (as defined below) of common stock LCA-Vision Inc., a corporation organized under the laws of Delaware.
 
The Reporting Persons’ obligation to report their beneficial ownership using Schedule 13D was triggered by the formation, on October 28, 2008, of a group (as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended) comprised of the Reporting Persons.
 
Item 1.   Security and Issuer
 
   The class of equity securities to which this statement relates consists of the shares of Common Stock, $.001 par value (the “Shares”), of LCA-Vision Inc., a corporation organized under the laws of Delaware (the “Issuer”).  The address of the Issuer’s principal executive offices is 7840 Montgomery Road, Cincinnati, Ohio, 45236.
 
Item 2.   Identity and Background
 
(a)           The names of the filing persons (collectively, the “Reporting Persons”) are Stephen N. Joffe, Craig P.R. Joffe, and Alan H. Buckey.  Stephen N. Joffe’s shares are held jointly with his spouse, Sandra Joffe.  Alan H. Buckey’s shares are held jointly with his spouse, Karen Buckey.
 
(b)           The address for each of the Reporting Persons are:
 
Stephen N. Joffe, 9560 Montgomery Road, Cincinnati, OH 45242
 
Craig P.R. Joffe, 8225 Indian Hill Road, Cincinnati, OH 45243
 
Alan H. Buckey, 8533 Twilight Tear Lane, Cincinnati, OH 45249
 
(c)           Stephen N. Joffe is the founder and former Chairman and CEO of LCA-Vision, Inc.  He is currently a private business man and investor primarily operating his business interests from 9560 Montgomery Road, Cincinnati, OH 45242.  Craig P.R. Joffe is the former Chief Operating Officer and General Counsel of LCA-Vision, Inc., where he also served as Interim CEO from March through November, 2006.  He is currently a private business man and investor primarily operating his business interests from 8225 Indian Hill Road, Cincinnati, OH 45243.  Such interests include Joffe MediCenter, a healthcare services company of which Craig P.R. Joffe is the CEO and Co-Founder with Stephen N. Joffe.  Alan H. Buckey is the former Executive Vice President and Chief Financial Officer of LCA-Vision, Inc.  He is currently a private business man and investor operating his business interests from 8533 Twilight Tear Lane, Cincinnati, OH 45249.
 
(d)           During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 

5 
 
 

(e)           During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           Each reporting person is a citizen of the United States.
 
Item 3.   Source and Amount of Funds or Other Consideration.
 
   The Reporting Persons used personal funds for the transactions in the Shares reported in this Schedule 13D.
 
Item 4.   Purpose of Transactions.
 
   The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, as purchased, represent an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
   No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and retain the right to change their investment intent, to propose one or more possible transactions to the Issuer, to acquire additional Shares from time to time or to sell or otherwise dispose of all or part of the Shares beneficially owned by them in any manner permitted by law.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation; communication with the executive officers and/or Board of Directors of the Issuer regarding the capitalization, business, operations and/or future plans of the Issuer; communication with other stockholders; making proposals to the Issuer concerning strategic transactions which may include participation by the Reporting Persons; acquiring additional Shares or other securities of the Issuer for cash or other consideration; selling some or all of their Shares; or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.   Interest in Securities of the Issuer.
 
(a)            See Items 11 and 13 on pages 2, 3 and 4 of this Schedule 13D.
 
(b)            See Items 7, 9 and 11 on pages 2, 3 and 4 of this Schedule 13D.
 
(c)            In the last sixty (60) days, the Reporting Persons executed the following transactions in Shares, on the dates and prices indicated, through the Nasdaq National Market.
 

6 
 
 


Date of Purchase
Number of Shares
Price Per Share
Stephen N. Joffe
      
       
10/6/2008
71,422
  
$3.01
10/7/2008
51,917
  
$3.04
10/8/2008
326,661
  
$2.93
10/14/2008
102,283
  
$2.90
10/16/2008
62,683
  
$2.65
10/20/2008
61,189
  
$2.82
10/22/2008
223,845
  
$2.77
10/28/2008
110,600
  
$2.30
10/29/2008
140,652
  
$2.29
10/31/2008
20,700
  
$2.45
TOTAL:
1,171,952
    
Craig P.R. Joffe
      
       
10/07/2008
90,000
  
$3.20
10/08/2008
70,210
  
$2.95
10/09/2008
227,929
  
$2.73
10/10/2008
46,605
  
$2.43
10/13/2008
15,000
  
$2.69
10/15/2008
80,000
  
$2.89
10/17/2008
15,562
  
$2.88
10/20/2008
2,500
  
$2.87
10/21/2008
34,198
  
$2.80
10/22/2008
20,000
  
$2.72
10/23/2008
75,000
  
$2.61
10/24/2008
25,000
  
$2.42
10/27/2008
60,000
  
$2.49
10/28/2008
72,725
  
$2.30
10/29/2008
20,000
  
$2.31
11/4/2008
9,100
  
$2.72
TOTAL:
863,829
    
       
Alan H. Buckey
      
       
10/23/2008
38,000
  
$2.67
10/29/2008
18,000
  
$2.29
10/30/2008
10,000
  
$2.50
10/31/2008
1,900
  
$2.46
11/4/2008
10,000
  
$2.79
TOTAL:
77,900
    
 
(d)            Not Applicable.
 
(e)            Not applicable.
 

7 
 
 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
   Other than the Power of Attorney and Joint Filing Agreement filed as part of Item 7, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
 
Item 7.   Material to be Filed as Exhibits.
 
Exhibit
Description
99.1
Power of Attorney
99.2
Joint Filing Agreement

 
 [Remainder of page intentionally left blank; signature page follows.]
 
8 
 
 
 

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:        November 5, 2008
 
     
       
 
 
 /s/ Stephen N. Joffe  
    Stephen N. Joffe  
       
       
     
       
 
 
 /s/ Craig P.R. Joffe  
    Craig P.R. Joffe  
       
       
     
       
 
 
 /s/ Alan H. Buckey  
    Alan H. Buckey  
       
       

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9


 EX-99.1 2 ex991poa.htm POWER OF ATTORNEY ex991poa.htm
EXHIBIT 99.1
 
POWER OF ATTORNEY
 
Know by all these presents, that each of the undersigned, Stephen N. Joffe, Craig P.R. Joffe, and Alan H. Buckey, hereby makes, constitutes and appoints each of Edward E. Steiner and Mark A. Weiss, the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of himself:
 
(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of LCA-Vision, Inc. (the “Company”); and
 
(b) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.
 
Each of the undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.
 
The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.
 
Each of the undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.
 
 
 
 
10
 
 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of November, 2008.
 
 
     
       
 
 
 /s/ Stephen N. Joffe  
    Signature  
       
    Stephen N. Joffe   
    Print Name   
     
       
 
 
 /s/ Craig P.R. Joffe  
    Signature  
       
    Craig P.R. Joffe   
    Print Name  
     
       
 
 
 /s/ Alan H. Buckey  
    Signature  
       
    Alan H. Buckey   
    Print Name  


 
 
 
 
 
 
 
 
 
 
 
11
 EX-99.2 3 ex992102808.htm JOINT FILING AGREEMENT ex992102808.htm
EXHIBIT 99.2
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of LCA-Vision Inc., and that this Agreement be included as an Exhibit to such joint filing.
 
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
The undersigned execute this Agreement as of November 5, 2008.
 
 
     
       
 
 
 /s/ Stephen N. Joffe  
    Stephen N. Joffe  
       
       
     
       
 
 
 /s/ Craig P.R. Joffe  
    Craig P.R. Joffe  
       
       
     
       
 
 
 /s/ Alan H. Buckey  
    Alan H. Buckey  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12

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