sc13dno3112408.htm

0000892251-08-000240.txt : 20081124 0000892251-08-000240.hdr.sgml : 20081124 20081124154715 ACCESSION NUMBER: 0000892251-08-000240 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081124 DATE AS OF CHANGE: 20081124 GROUP MEMBERS: ALAN H. BUCKEY GROUP MEMBERS: CRAIG P.R. JOFFE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48601 FILM NUMBER: 081210454 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/A 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/A 1 sc13dno3112408.htm SCHEDULE 13D - AMENDMENT NO. 3 sc13dno3112408.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. 3)

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)

November 24, 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 6 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 (b) o
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% - See Item 5
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 501803308					Page 3 of 6 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 (b) o
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% - See Item 5
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 501803308					Page 4 of 6 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 (b) o
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% - See Item 5
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Explanatory Note

This Schedule 13D, as amended (“Schedule 13D”), relates to shares of Common Stock, $.001 par value (the “Shares”), of LCA-Vision Inc., a corporation organized under the laws of Delaware (the “Issuer”). This statement is being filed by Stephen N. Joffe, Craig P.R. Joffe, and Alan H. Buckey (collectively, the “Reporting Persons”).

This Amendment No. 3 to Schedule 13D (this “Amendment”) is being filed by the Reporting Persons solely to amend Items 4 and 7.

Item 4. Purpose of Transactions.

Item 4 is amended to add the following:

On November 24, 2008, the Reporting Persons sent to Mr. E. Anthony Woods, Chairman of the Board of the Issuer, and copied to Mr. William Bahl, Mr. John Hassan, Mr. John Gutfreund, and Mr. Steven Straus as the other Directors of the Board of the Issuer, the letter included in this Amendment as Exhibit 99.5 and issued the press release included in this Amendment as Exhibit 99.6.

Except as the foregoing may be deemed a present plan or proposal, 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 may, at any time and from time to time, review or reconsider their position, and/or change their purpose or formulate or reformulate their plans or proposals with respect thereto.

Item 7. Material to be Filed as Exhibits.

	Exhibit	Description
	99.1*	Power of Attorney
	99.2*	Joint Filing Agreement
	99.3*	Letter dated November 21, 2008 from the Reporting Persons to Mr. Tony Woods, Chairman of the Issuer (included in Exhibit 99.4)
	99.4*	Press release dated November 21, 2008
	99.5	Letter dated November 24, 2008 from the Reporting Persons to Mr. Tony Woods, Chairman of the Issuer (included in Exhibit 99.6)
	99.6	Press release dated November 24, 2008

* Previously filed.

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

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 24, 2008



		*
		Stephen N. Joffe



		*
		Craig P.R. Joffe



		*
		Alan H. Buckey



		/s/Mark A. Weiss
		*By: Mark A. Weiss, as Attorney-in-Fact

EX-99.6 2 ex996112408.htm PRESS RELEASE DATED NOVEMBER 24, 2008 ex996112408.htm

Exhibit 99.6

For Further Information:

Lisa Blaker

9560 Montgomery Road

Cincinnati, Ohio 45242

(513) 659 2001

For Immediate Release

11.4% SHAREHOLDERS & FORMER EXECUTIVE MANAGEMENT OF LCA-VISION EXPRESS SHOCK AND DISBELIEF AT RECENT ADOPTION OF POISON PILL

CINCINNATI, OHIO (November 24, 2008) – Dr. Stephen Joffe, Craig Joffe, and Alan Buckey today filed an amendment to their Schedule 13D with the U.S. Securities and Exchange Commission. The group previously filed a 13D disclosing ownership of 11.4% of LCA-Vision, Inc. (Nasdaq GS: LCAV - News), which operates 77 LasikPlus fixed-site laser vision correction centers in 33 states in the United States. Dr. Joffe is the founder and former Chairman and CEO of LCAV. Craig Joffe is the former Chief Operating Officer and General Counsel of LCAV, and Alan Buckey is the former Executive Vice President of Finance and Chief Financial Officer of the Company. The three of them worked together as the executive management team of LCAV (Nasdaq: LCAV) to grow the market capitalization of the Company well in excess of 1000% from 2003-2006.

Having specifically expressed to LCAV’s Board of Directors their willingness and unique ability to help the Board of Directors fix what they believe is effectively a broken company, the group was both saddened and in a state of disbelief to find earlier this morning that the Company had put in place a "stockholder rights plan," commonly known as a poison pill. This poison pill was put in place immediately following a letter dated November 21, 2008, the group send to E. Anthony Woods, Chairman of the Board of Directors of LCA-Vision, and copied to the other Directors, stating that their actions were prompted by the systematic and dramatic destruction of value to the Company’s shareholders, physicians and employees that the three of them worked together to create. LCAV’s share price has fallen over 90% in the two years since Steve Straus was appointed CEO by LCA-Vision’s Board of Directors.

In a letter to the Chairman of the Board of Directors dated November 24, 2008, and filed earlier today with the amendment to their Schedule 13D, they stated, “As we have previously expressed to you, including as recently as our letter dated November 21, 2008, we are significant shareholders who feel financial, ethical, and reputational responsibilities to the Company, its shareholders, physicians, optometrists, and employees. We truly want to help the Board of Directors save LCA-Vision from its apparent path to self-destruction."

"Following immediately on the heels of our most recent letter to you, we were saddened, shocked and in disbelief when we awoke this morning to find that the Board of Directors had adopted a "stockholder rights plan," commonly known as a poison pill. Often "stockholder rights plans," poison pills and similar types of corporate (mis)governance shenanigans are associated with incompetent Boards of Directors and management teams entrenching themselves and protecting their positions and their compensation at the expense of their shareholders and shareholder value.”

The letter goes on to state, “After having used shareholder money to put in place more protective indemnification agreements for themselves earlier this year, LCAV’s Board of Directors has again chosen to bill LCA-Vision’s shareholders tens of thousands of dollars in legal fees to put the poison pill in place. Similarly, we shall now be required to spend thousands of dollars in legal fees to parse back through the thicket of dense legal language of the poison pill; given the dire circumstances in which the Company now finds itself, this is a path we believe is neither productive nor beneficial to anyone, let alone the Company’s shareholders. To be clear, we are not advocates of “ever-escalating arms races” that arguably benefit no one, certainly not shareholders or shareholder value. Rather, we remain hopeful that the Board of Directors will embrace the calls for fundamental change consistent with their fiduciary duties to their shareholders, as opposed to spending time and shareholder money to further entrench themselves and the executive management team as the Company appears to plunge forward on a path to self-destruction.”

In addition to Mr. E. Anthony Woods, who in addition to serving as Chairman of LCA-Vision, also serves as a Director of Cincinnati Financial Corporation (Nasdaq GS: CINF – News) and as a Director of Anchor Funding Services (OTC BB: AFNG.OB – News), the letter dated November 24, 2008, was also copied to Mr. William Bahl, who serves as Chairman of LCAV’s Compensation Committee, Director and Chairman of the Nominating Committee of the Board of Cincinnati Financial Corporation (Nasdaq GS: CINF – News) and as President & Co-Founder of Bahl & Gaynor; Mr. John Gutfreund, who serves as Chairman of LCAV’s Nominating and Governance Committee and on the Board of Directors of several over-the-counter traded companies, including GVI Securities Solutions (OTC BB: GVSS.OB – News); John Hassan, Chairman of LCAV’s Audit Committee; and Steven Straus, LCAV’s CEO.

(The full text of the letter appears below.)

About Dr. Stephen N. Joffe

Stephen N. Joffe, MD, FACS, age 65, is the founder and former Chairman and Chief Executive Officer of LCA-Vision. He was the founder of LCA-Vision’s corporate predecessor, Laser Centers of America, Inc., and served as its Chairman of the Board and Chief Executive Officer from its formation in 1985 until its merger into LCA-Vision in 1995. In 1983, Stephen Joffe also founded and served as Chairman of Surgical Laser Technologies, Inc. until 1989. He is presently the Chief Executive Officer of the Hearing Foundation, Inc., a hearing company, and Co-Founder of Joffe Medicenter LLC, a healthcare services company. In addition Dr. Joffe is an Esteemed Quondum Professor of Surgery at the University of Cincinnati Medical Center, an honor he has held since 1990. He has held other medical faculty appointments at the Universities of London, Glasgow and Cincinnati and fellowships in the American College of Surgeons and the Royal College of Surgeons in Edinburgh and Glasgow. He has published 170 articles in peer-reviewed and scientific journals and authored 35 chapters for medical books as well as written and edited several books on lasers and their application to medicine and surgery.

About Craig P.R. Joffe

Craig P.R. Joffe, age 36, was Interim Chief Executive Officer of LCA-Vision from March 2006 through November 2006. He was appointed Chief Operating Officer of LCA-Vision in September 2005, a position he held through his resignation in March 2008. He also served as Secretary of LCA Vision from March 2003, when he joined the Company, until March 2008. He also served on the Board of Directors of LCA-Vision from 2004 through March 2008, and previously served as a Director from 1995 to 1997. Prior to joining LCA-Vision, Mr. Joffe served as Assistant General Counsel of IAC/InterActiveCorp, a leading publicly traded interactive commerce company, from September 2000 to February 2003. Previously, Mr. Joffe, a graduate of Harvard Law School and Columbia University, was a general practice associate in the New York and London offices of the law firm Sullivan & Cromwell for over three years, where he concentrated his practice on corporate finance transactions. Mr. Joffe is currently the Chief Executive Officer and Co-Founder of Joffe MediCenter LLC, a healthcare services company.

About Alan H. Buckey

Alan H. Buckey, age 50, was Executive Vice President of Finance and Chief Financial Officer for LCA-Vision from March 2000 to June 2008. He came to LCA-Vision from Pease Industries, a manufacturing company based in Fairfield, Ohio, where he served as Vice President, Finance from 1991 to February 2000. Prior to 1991, Mr. Buckey served as Chief Financial Officer of the Hilltop Companies, a contract laboratory research firm and as a senior manager with Ernst & Young’s Great Lakes Consulting Group. While at Ernst & Young, he served as acting Chief Financial Officer of a start-up laser surgery management company which was the predecessor of LCA-Vision. Mr. Buckey holds a B.S. in Applied Science from Miami University and holds an M.B.A in Finance from the Wharton School, University of Pennsylvania. He is a Certified Public Accountant.

Stephen N. Joffe

Craig P. Joffe

Alan H. Buckey

9560 Montgomery Road

Cincinnati, OH 45242

VIA EMAIL & CERTIFIED MAIL

November 24, 2008

Mr. E. Anthony Woods, Chairman of the Board

LCA-Vision Inc.

c/o LCA-Vision Inc.

7840 Montgomery Road

Cincinnati, Ohio 45236

Dear Tony:

As we have previously expressed to you, including as recently as our letter dated November 21, 2008, we are significant shareholders who feel financial, ethical, and reputational responsibilities to the Company, its shareholders, physicians, optometrists, and employees. We truly want to help the Board of Directors save LCA-Vision from its apparent path to self-destruction.

Following immediately on the heels of our most recent letter to you, we were saddened, shocked and in disbelief when we awoke this morning to find that the Board of Directors had adopted a "stockholder rights plan," commonly known as a poison pill. Often "stockholder rights plans," poison pills and similar types of corporate (mis)governance shenanigans are associated with incompetent Boards of Directors and management teams entrenching themselves and protecting their positions and their compensation at the expense of their shareholders and shareholder value.

After having used shareholder money to put in place more protective indemnification agreements for themselves earlier this year, LCAV’s Board of Directors has again chosen to bill LCA-Vision’s shareholders tens of thousands of dollars in legal fees to put the poison pill in place. Similarly, we shall now be required to spend thousands of dollars in legal fees to parse back through the thicket of dense legal language of the poison pill; given the dire circumstances in which the Company now finds itself, this is a path we believe is neither productive nor beneficial to anyone, let alone the Company’s shareholders. To be clear, we are not advocates of “ever-escalating arms races” that arguably benefit no one, certainly not shareholders or shareholder value. Rather, we remain hopeful that the Board of Directors will embrace the calls for fundamental change consistent with their fiduciary duties to their shareholders, as opposed to spending time and shareholder money to further entrench themselves and the executive management team as the Company appears to plunge forward on a path to self-destruction.

Needless to say, the three of us have significant experience in the laser vision correction industry, having grown shareholder value at LCA-Vision well in excess of 1,000% from 2003-2006. And as a group, the three of us own 11.4% of LCA-Vision’s shares, which is clearly in stark contrast to the less than 1% collective ownership in the Company that the Board of Directors currently owns. As we pointed out in our November 21st letter, in fact 3 of the 4 independent directors of the Board are currently out of compliance with the very policy regarding minimal stock ownership in the Company that they themselves put in place.

We have the unique experience and know-how to help get the Company back on track, and again express our sincere and genuine hope the Board of Directors will welcome us to help save the Company from its current path to self-destruction.

		Sincerely,

		/s/ Stephen N. Joffe
		Stephen N. Joffe
		/s/Craig P.R. Joffe
		Craig P.R. Joffe
		/s/Alan Buckey
		Alan Buckey

cc:	LCA-Vision Inc. Board of Directors
	William Bahl, Independent Director, LCAV’s Chairman of Compensation Committee; Director of Cincinnati Financial Corporation (Nasdaq: CINF)
	John Gutfreund, Independent Director, LCAV’s Chairman of Nominating & Governance Committee; Director of GVI Securities Solutions (OTC BB: GVSS.OB)
	John Hassan, Independent Director, Chairman of Audit Committee
	Steven Straus, C.E.O.