sc13da600322lca_12172008.htm

0000921895-08-003108.txt : 20081217 0000921895-08-003108.hdr.sgml : 20081217 20081217171022 ACCESSION NUMBER: 0000921895-08-003108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081217 DATE AS OF CHANGE: 20081217 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: 081255730 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 sc13da600322lca_12172008.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D sc13da600322lca_12172008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

LCA-VISION INC

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

501803308

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 17, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

1	NAME OF REPORTING PERSON 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)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,115,320
	9	SOLE DISPOSITIVE POWER - 0 -
	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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON 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)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,115,320
	9	SOLE DISPOSITIVE POWER - 0 -
	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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON 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)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,115,320
	9	SOLE DISPOSITIVE POWER - 0 -
	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		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

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. 6 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 December 17, 2008, the Reporting Persons issued an open letter to all stockholders of the Issuer (the “Open Letter to Stockholders”). Additionally, on December 17, 2008, the Reporting Persons sent a cover letter with a courtesy copy of the Open Letter to Stockholders to Mr. E. Anthony Woods, Chairman of the Board of the Issuer, with copies to Mr. William Bahl, Mr. John Gutfreund, Mr. John Hassan and Mr. Steven Straus as the other Directors of the Board of the Issuer (the “Letter to the Board”). Copies of the Open Letter to Stockholders and the Letter to the Board are attached as exhibits 99.11 and 99.12 hereto, respectively, and incorporated herein by reference.

The Reporting Persons disclosed in each of the Open Letter to Stockholders and the Letter to the Board that they hope the Board will engage in meaningful discussions regarding the Reporting Persons’ serious concerns with the Issuer and representation by the Reporting Persons on the Board. The Reporting Persons further stated that if the Board continues to rebuff the Reporting Persons, they will not hesitate to take all necessary action to protect their investment, including seeking to remove and replace the existing Board.

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.

Item 7 is hereby amended to include the following exhibit:

	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
	99.7*	Letter dated December 4, 2008 from the reporting Persons to Mr. Tony Woods, Chairman of the Issuer (included in Exhibit 99.8)
	99.8*	Press release dated December 4, 2008
	99.9*	Letter dated December 9, 2008 from the reporting Persons to Mr. Tony Woods, Chairman of the Issuer (included in Exhibit 99.10)
	99.10*	Press release dated December 9, 2008
	99.11	Open Letter to Stockholders
	99.12	Letter to the Board
	99.13	Power of Attorney

* Previously filed.

CUSIP NO. 501803308

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 17, 2008

Stephen N. Joffe

Craig P.R. Joffe

Alan H. Buckey

/s/ Steven Wolosky

*By: Steven Wolosky, as Attorney-in-Fact

EX-99.11 2 ex9911sc13da600322lca_121708.htm OPEN LETTER TO STOCKHOLDERS ex9911sc13da600322lca_121708.htm

Exhibit 99.11

A Message from the LCA-Vision Full Value Committee

ATTENTION LCA-VISION STOCKHOLDERS

December 17, 2008

Dear Fellow Stockholder:

IT IS TIME FOR A CHANGE!

Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey (collectively, “The LCA-Vision Full Value Committee”) own in the aggregate approximately 11.4% of the outstanding shares of LCA-Vision, Inc. (NadaqGS: LCAV - News) (“LCA-Vision” or the “Company”), making us one of the largest stockholders of the Company. The LCA-Vision Full Value Committee is comprised of the founders and former executive management team of LCA-Vision that helped build the Company from the ground up into the industry leader it once was. In a very short period of time, over 90% of the Company’s value has been wiped out under the existing executive management team and Board of Directors of the Company (the “LCA Board”). What’s more, the management and Board do not seem to share our serious concerns, or feel any sense of urgency regarding this dramatic decline in the Company’s operating and stock performance.

In the two years since Steve Straus was hired as CEO by the Board of Directors in November 2006, LCA-Vision shares have decreased over 90% from $32.71 to $3.12, the closing price on the day before we disclosed our 11.4% position in a filing with the Securities and Exchange Commission. This represents an astounding loss in market capitalization to the Company’s stockholders of hundreds of millions of dollars and is simply unacceptable. Regardless of the metric or indicator one looks at - whether it be the Company’s market capitalization, same store revenues, procedural volume, marketing costs, cash on the balance sheet, or employee attrition and morale - the story of abysmal performance is the same. While we know macroeconomic, industry and consumer challenges have contributed, in part, to the Company’s difficulties, we believe the Company’s disastrous performance is primarily attributable to a lack of strategic direction, poor decision-making, and poor execution by the LCA Board and executive management team.

The Company’s management and Board are leading the Company down a path to self-destruction. We, on the other hand, have a plan to right the ship and put the Company back on the path towards maximizing stockholder value. In light of our past experience both with the Company and in the laser correction industry generally, we are uniquely positioned to help turn LCA-Vision around. We will do everything within our power to save the Company that we worked so hard to build into an industry leader. Under our leadership, as recently as 2006, LCA-Vision was named one of the top Small Cap Growth companies in the United States by Fortune and one of the “Hot Growth Companies” by Business Week. With a lot of hard work by a passionate team that knows what they’re doing, we are committed to turn the Company around to get there again.

LCA-VISION’S CURRENT BOARD JUST DOESN’T GET IT!

It has become clear to us that LCA-Vision’s Board just does not get it! We were both shocked and disappointed to read in a December 10, 2008 letter from the Company’s Chairman, E. Anthony Woods, the LCA Board does not agree with our description of the Company’s condition as “dire” or its prognosis as “poor.” How bad does it have to get for stockholders before management and the Board to acknowledge the gravity of the situation facing the Company?

We have attempted numerous times to voice our serious concerns to the Board regarding the Company’s woeful performance and to offer our assistance and expertise to work together to help turn the Company around. How did the Company respond? By adopting a self-serving ‘poison pill’ designed to entrench the Company’s Board and management. Although the Board has done little to actually help the Company or its shareholders, apparently our significant concerns did not fall on totally deaf ears.

Do not be fooled! This ‘poison pill’ is not nearly as much about protecting your interests as it is about protecting and promoting the self-serving interests of management and the LCA Board. We find it rather ironic that the Company claims the ‘poison pill’ was adopted to protect stockholders against tactics that could impair the LCA Board’s ability to represent stockholders’ interests fully. In fact, it appears to us that the ones who stockholders really need protection from is a Board and management team who are burning $2 million of cash per month, adopting ‘golden parachutes’ for executives, and paying out excessive compensation to executives and members of the Board, all despite the Company’s abysmal performance. Furthermore, the Board would have you believe that “the stockholder rights plan adopted by LCA-Vision is similar to rights plans adopted by many other publicly traded companies.” What they conveniently fail to tell you is that the ‘poison pill’ contains an overbroad, unusual and uncustomary ‘adverse person’ provision that essentially gives the Company “carte blanche” authority to lower the poison pill’s ownership threshold to just 10 percent if a majority of the LCA Board determines that an individual or group of investors (including existing 10% holders) is an “adverse person.” As the Board also neglected to tell you, RiskMetrics (ISS) generally looks down upon ‘poison pills’ that include provisions like this that could cause a large stockholder to inadvertently trigger the pill.

DO NOT BE MISLED!

In the coming months, LCA-Vision stockholders will be making critical decisions regarding the future of our Company. As such, it is imperative that you have all the facts straight and understand precisely how the interests of the LCA-Vision Full Value Committee are squarely aligned with those of all stakeholders. We urge you not to be distracted by any “smokescreens” the Company may use to divert your attention from the real issues affecting the Company. The bottom line is that no “smokescreen” can conceal the plain truth about the Company’s disastrous performance.

WHAT THEY MAY SAY: “The LCA-Vision Full Value Committee is seeking to take control of the Company without paying a premium. The members of the LCA-Vision Full Value Committee are short-term opportunistic stockholders. They acquired more than 10% of the Company over a period of less than a month at current low price levels. As such, their interests may not be aligned with those of long-term stockholders. In fact, the members of the LCA-Vision Full Value Committee were exploring a potential transaction to take your Company private as recently as July of this year.”

THE REALITY: Make no mistake about it: the members of The LCA-Vision Full Value Committee are long-term stockholders of the Company. As such, our interests are directly aligned with the interests of all stockholders. If elected to the LCA Board, we are committed to working tirelessly to increase stockholder value. The members of the LCA-Vision Full Value Committee terminated all substantive discussions in connection with a potential transaction in July of this year and began to independently acquire shares of the Company’s common stock based on their belief that the shares represented an attractive investment opportunity.

WHAT THEY MAY SAY: “Each of the members of the LCA-Vision Full Value Committee has previously served as an executive officer of LCA-Vision and, in the case of Dr. Joffe and Craig Joffe, also as a director. Each of these gentlemen voluntarily resigned from those positions to pursue alternative personal or business objectives. The LCA Board believes that their recent offers to help the Company are not genuine especially since they previously abandoned the Company.”

THE REALITY: Dr. Joffe, Craig Joffe and Alan Buckey left the Company at different times, under different circumstances. Dr. Joffe resigned as CEO in February 2006, and was replaced as Chairman of the Board in March 2006. The backdrop surrounding these events was a disagreement with the Board over the terms of his compensation. Dr. Joffe was never awarded a single stock option or share by the Board during his entire tenure with the Company. The LCA-Vision Full Value Committee is fully committed to tying the CEO’s compensation to performance and will not continue the Company’s unfortunate trend of rewarding the CEO with increased compensation and benefits while stockholder value suffers, regardless of who the CEO is. Craig Joffe resigned as a Director, Chief Operating Officer & General Counsel in March 2007. After serving as Interim CEO of the Company from March-November 2006, Craig Joffe worked with Steve Straus for approximately five months before concluding that Mr. Straus would not lead the Company in a direction with which Craig Joffe would be proud to be associated. Alan Buckey resigned in June 2008. Mr. Buckey had serious concerns with the performance of Mr. Straus as CEO and encountered problems in attempting to work with Mr. Straus and the members of the LCA-Board to increase stockholder value. Mr. Buckey presented the Chairman of the Board a long list of concerns about Steve Straus’s continued role at the Company. After the Chairman continued to blindly support Steve Straus, Mr. Buckey realized he had no choice but to resign. Since his departure, the serious concerns Mr. Buckey had perceived and voiced regarding the Company and CEO Straus have been unfortunately realized, as evidenced by the recent disastrous performance and loss of confidence in the CEO. With Mr. Buckey’s departure, the loss of institutional knowledge and history in the Company’s executive suite was complete.

A number of surgeons have indicated their strong support for the return of Dr. Joffe and the other members of the LCA-Vision Full Value Committee. On more than one occasion in the past year, a majority of the Company’s affiliated surgeons have informed the Company’s Chairman and independent directors that they have “NO CONFIDENCE” in the ability of Mr. Steve Straus as a leader.

WHAT THEY MAY SAY: “One of the primary reasons Dr. Joffe resigned his positions with the Company in 2006 was due to his undisclosed interests in TLC Vision Corporation (“TLC”), one of the Company’s primary competitors. In 2007, Dr. Joffe expressed interest in a potential transaction to take TLC private and then threatened an election contest in 2008. How can you trust that Dr. Joffe is fully committed to LCA-Vision and that his interests are aligned with yours?”

THE REALITY: Dr. Joffe is fully committed to LCA-Vision, the Company he founded. He feels financially, ethically, and reputationally compelled to help rescue LCA-Vision before it implodes. Dr. Joffe looks forward to the opportunity to once again help build LCA-Vision into the industry leader it once was under his auspices. Furthermore, if elected to the LCA Board, Dr. Joffe would agree not to take an interest or ownership position in any ophthalmic-related company and his focus would be on maximizing stockholder value at LCA-Vision.

WHAT THEY MAY SAY: “Dr. Joffe and Craig Joffe co-founded Joffe MediCenter, a competitor of LCA-Vision in certain markets. As such, stockholders should question their true intentions with regard to their investment in LCA-Vision and should ask themselves whether their interests are aligned.”

THE REALITY: Joffe MediCenter, a laser vision and aesthetic company, operates in just two locations in the U.S. and arguably competes with LCA-Vision vision centers in these markets. With its two locations, Dr. Joffe and Craig Joffe do not believe Joffe MediCenter is material to LCAV’s financial and operational results. Cognizant of any potential for perceived conflicts of interest, however, Dr. Joffe and Craig Joffe would agree, if elected to the LCA Board, to explore, in good faith, selling to the Company their interests in Joffe MediCenter, among other options. In addition, during such discussions with the Board, Dr. Joffe and Craig Joffe would agree not to open any new locations that compete with LCA-Vision vision centers in such markets. Stockholders should know that the investment in Joffe MediCenter, in which Craig Joffe serves as the CEO, has enabled Dr. Joffe and Craig Joffe to remain current in the laser vision correction industry, including operating in the challenging macroeconomic and consumer environment that exist today. In addition to growing its LASIK business during these challenging economic times, Joffe MediCenter has provided Dr. Joffe and Craig Joffe key insights regarding possible revenue streams LCA-Vision may want to assess as it looks to diversify its revenue streams going forward, including laser-based and other aesthetic procedures. The LCA-Vision Full Value Committee believes that it can make the most out of these insights in helping to restore value at the Company.

ASK YOURSELF WHETHER THE CURRENT BOARD’S INTERESTS ARE ALIGNED WITH YOUR BEST INTERESTS AS STOCKHOLDERS

We believe the apparent lack of concern for stockholder value is at least in part due to the fact that the current directors have little personal stake in the company. It should be noted that collectively the members of the LCA Board and the executive management team beneficially own less than 1% of the Company. And approximately half of the shares owned by the Board were granted by the Company as compensation to the Board for their service. Despite the Company’s disastrous performance, management continues to reward themselves with large payouts. In the first quarter of 2008, the LCA Board granted the CEO an 8% raise. In the second quarter of 2008, upon announcing disastrous financial and operating results, the LCA Board significantly increased the CEO’s guaranteed payments under a golden parachute from one year to two years, and provided him with other benefits. We urge all stockholders to ask themselves whose interests the Board has in mind when it fails to tie the compensation of its CEO to performance, and when it responds to our genuine offer to help restore value by adopting an overly broad poison pill without stockholder approval. We believe the answer is clear.

WE ARE NOT THE ONLY ONES WHO HAVE LOST CONFIDENCE IN THIS BOARD AND MANAGEMENT TEAM

Since announcing our significant stock position in the Company, we have had the opportunity to speak to a number of LCA-Vision’s stockholders and analysts. Needless to say, it has become abundantly clear to us that we are not the only ones unhappy with the Company’s performance. Since Steve Straus was appointed CEO in November 2006, over 10 of the Company’s leading ophthalmologists have either resigned or been terminated by the Company, apparently without cause. In addition, in a letter dated June 10, 2008, a majority of the Company’s affiliated surgeons informed the Company’s Chairman and independent directors that they had “NO CONFIDENCE in the ability of Mr. Steve Straus to right the direction of LCA-Vision as a businessman and as a leader of surgeons and staff.” This letter, which was signed by 40 of the 46 surgeons contacted, was followed up by subsequent correspondence to the LCA Board from the surgeons declaring their lack of confidence in the CEO. How did the LCA Board respond? By adopting more protective indemnification agreements to further insulate them from their own accountability “to the fullest extent of the law.” Does this sound like a Board that is more committed to advancing stockholders’ interests, or its own?

STOCKHOLDER VALUE CONTINUES TO ERODE UNDER THIS BOARD AND MANAGEMENT TEAM

While the Board spends its time and our money looking for ways to further entrench itself and protect its own interests, LCA’s operational and financial performance continues to deteriorate. Over the past nine months, stockholder value has continued to erode under this Board and management team’s misguided strategic direction, and there does not appear to be an end in sight.

IT IS TIME FOR ACCOUNTABILITY

Enough is enough! It is time for stockholders to be heard. This Board has made a mockery out of corporate governance, while the Company continues to lose money at an alarming rate and stockholders suffer significant losses. Given the current Board’s history of weak oversight and poor judgment, we do not believe the current Board has the ability or willingness to make the necessary structural, leadership and operational changes required to maximize stockholder value. Accordingly, the LCA-Vision Full Value Committee believes the best way to address these issues is by removing all members of the current LCA Board and replacing them with highly qualified and experienced individuals committed to enhancing stockholder value.

In the coming days, we will yet again reach out to the LCA Board in hopes that they are now ready to engage in meaningful discussions with us regarding our serious concerns with the Company and the reconfiguration of the LCA Board to include the members of The LCA-Vision Full Value Committee. If the LCA Board continues to rebuff us and summarily dismiss us as a “distraction,” we will not hesitate to take all necessary action to protect our investment, including seeking to remove and replace the existing LCA Board. We hope that you share our sense of urgency and support us as we continue to do everything within our power to save the Company and maximize stockholder value.

Thank you in advance for your support.

Sincerely,

The LCA-Vision Full Value Committee

EX-99.12 3 ex9912sc13da600322lca_121708.htm LETTER TO THE BOARD ex9912sc13da600322lca_121708.htm

Exhibit 99.12

Stephen N. Joffe

Craig P. Joffe

Alan H. Buckey

9560 Montgomery Road

Cincinnati, OH 45242

VIA EMAIL & FEDERAL EXPRESS

December 17, 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 you well know, we have attempted numerous times to voice our serious concerns to the Board of Directors of LCA-Vision Inc. (“LCA-Vision” or the “Company”) regarding the Company’s disastrous performance and to offer our assistance and expertise to work together to help turn the Company around. It is unfortunate that the Board has rebuffed our attempts to help and summarily dismissed us as a “distraction.” We were also quite surprised to learn that the Board does not agree with our description of the Company’s condition as “dire” or its prognosis as “poor.” Undoubtedly, the Company’s stockholders, who have witnessed the price of the Company’s stock decrease over 90% in the past two years, may disagree. We continue to have serious concerns whether the Board understands the gravity of the situation at LCA-Vision. You have left us with no choice but to take our case directly to the Company’s stockholders. Enclosed herewith please find a copy of a letter we have released publicly to the stockholders of LCA-Vision as of this morning.

While we reserve all our rights to take any action we deem necessary with respect to the Company, we believe it would be in our mutual interest to immediately commence a meaningful dialogue to discuss our serious concerns with the Company, including our representation on the Board. We hope that you will consider the best interests of the stockholders in choosing your next course of action. If we are again rebuffed, we are prepared to take immediate steps in seeking to remove all members of the current LCA Board and replacing them with a slate of highly qualified and experienced individuals, including ourselves, who are fully committed to enhancing stockholder value.

Sincerely,

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

Stephen N. Joffe	Craig P.R. Joffe	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.

EX-99.13 4 ex9913sc13da600322lca_121708.htm POWER OF ATTORNEY ex9913sc13da600322lca_121708.htm

Exhibit 99.13

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 Steven Wolosky, Andrew Freedman and Amanda Lamson, 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 I3G, Schedules 13E3, and Schedules 14D-1 and filings with respect to stockholder proxies, solicitation of consents and similar documents 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.

Each of the undersigned hereby agrees that the Attorneys-in-Fact shall be entitled to rely on instructions and authorization from any one (1) of the undersigned on behalf of all of the undersigned in any matter relating to the authority granted to the Attorneys-in-Fact pursuant to 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of December, 2008.



	/s/ Stephen N. Joffe
	Signature


	Stephen N. Joffe
	Print Name


	Craig P. R. Joffe
	Signature


	/s/ Craig P. R. Joffe
	Print Name


	/s/ Alan H. Buckey
	Signature


	Alan H. Buckey
	Print Name