sc13da807434002_01162009.htm

0000921895-09-000192.txt : 20090116 0000921895-09-000192.hdr.sgml : 20090116 20090116170029 ACCESSION NUMBER: 0000921895-09-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090116 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: 09532161 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 sc13da807434002_01162009.htm sc13da807434002_01162009.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. 8)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)

January 16, 2009

(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

1	NAME OF REPORTING PERSON JASON T. MOGEL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 - See Item 5
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 - See Item 5
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 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) 0% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON ROBERT H. WEISMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 - See Item 5
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 - See Item 5
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 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) 0% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON EDWARD J. VONDERBRINK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 - See Item 5
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 - See Item 5
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 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) 0% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON ROBERT PROBST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 - See Item 5
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 - See Item 5
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 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) 0% - See Item 5
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 501803308

1	NAME OF REPORTING PERSON THE LCA-VISION FULL VALUE COMMITTEE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION N/A
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 OO

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 Amendment No. 8 to Schedule 13D (this “Amendment”) is being filed by the Reporting Persons solely to amend Items 2, 4, 5, 6 and 7.

Item 2. Identity and Background.

Item 2 is hereby amended and restated as follows:

This statement is filed by The LCA-Vision Full Value Committee, (the “Committee”), Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink. Dr. 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. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Committee is composed of each of the Reporting Persons who are individuals. The Committee is not a business entity and has no place of organization. Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Dr. Stephen N. Joffe is the founder and former Chairman and CEO of LCA-Vision, Inc. He is currently a private businessman and investor primarily operating his business interests from 9560 Montgomery Road, Cincinnati, Ohio 45242. Dr. Joffe is a nominee for the Board of Directors of the Issuer.

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 businessman and investor primarily operating his business interests from 8225 Indian Hill Road, Cincinnati, Ohio 45243. Such interests include Joffe MediCenter, a healthcare services company of which Craig P.R. Joffe is the CEO and Co-Founder with Dr. 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 businessman and investor operating his business interests from 8533 Twilight Tear Lane, Cincinnati, Ohio 45249.

Jason T. Mogel is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as a Partner with the law firm Spears & Imes LLP. His principal business address is 423 Atlantic Avenue, #2C, Brooklyn, NY 11217.

Robert Probst is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as Dean of the College of Design, Architecture, Art, and Planning of the University of Cincinnati. His principal business address is University of Cincinnati, 5470N Aronoff, PO Box 210016, Cincinnati, Ohio 45221-0016.

Edward J. VonderBrink is a nominee for the Board of Directors of the Issuer, and as his principal occupation, he is the owner of VonderBrink Consulting LLC, which primarily provides consulting services to private companies. His principal business address is 5536 Jessup Road, Cincinnati, Ohio 45247.

CUSIP NO. 501803308

Robert H. Weisman is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as President of Great Water Capital Partners LLC. His principal business address is 255 East Fifth Street, Suite 1900, Cincinnati, Ohio 45202.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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.

Each Reporting Person who is an individual is a citizen of the United States of America.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 16, 2009, the Committee filed with the Securities and Exchange Commission (“SEC”) a preliminary consent solicitation statement in connection with its anticipated solicitation of written consents (the “Solicitation”) from the stockholders of the Issuer to consent to the following actions without a stockholders’ meeting, as authorized by the Delaware General Corporation Law (the “DGCL”):

·	Repeal any provision of the Issuer’s Bylaws (“the Bylaws”) in effect at the time this proposal becomes effective that were not included in the Bylaws that became effective on December 31, 2008 and that were filed with the SEC on January 6, 2009;

Remove without cause each member of the Issuer’s Board of Directors (the “Board”) and each person (other than those elected by this consent solicitation) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effectiveness of Proposal 3 below; and

Elect each of Dr. Stephen N. Joffe, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman (each, a “Nominee” and collectively, the “Nominees”) to serve as a director of the Issuer (or, if any such Nominee is unable or unwilling to serve as a director of the Issuer, any other person designated as a Nominee by the remaining Nominee or Nominees).

The Committee intends to seek approval of these actions because it continues to believe that the current Board and management team are underperforming and that operational improvement is necessary for the Issuer to increase stockholder value in the long-term. The Committee believes the approval of the actions will provide the Issuer with qualified and committed directors who, in accordance with their respective fiduciary duties as directors, will direct management to take decisive steps to maximizing stockholder value through optimizing operational performance.

CUSIP NO. 501803308

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 18,547,417 Shares outstanding, which is the total number of Shares outstanding as of October 22, 2008, as reported in the Issuer’s Form 10-Q filed with the SEC on October 28, 2008.

As of the date hereof, Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey beneficially own 1,171,952, 865,468 and 77,900 Shares, respectively, representing approximately 6.3%, 4.6% and less than 1%, respectively, of the Shares outstanding. Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink do not currently directly own any Shares. Each of Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink, by virtue of his status as a director nominee of the Committee and as a member of a “group” for the purposes of Section 13(d)(3) of the 1934 Act, may be deemed to beneficially own the Shares owned by each of Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey. Each of Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink, disclaims beneficial ownership of such Shares.

Item 5(c) is hereby amended to add the following:

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On January 16, 2009, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (ii) the parties agreed to solicit written consents or proxies to elect the Nominees or any other person designated by the Committee as directors of the Issuer and to take all other action necessary or advisable to achieve the foregoing, and (iii) Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey agreed to bear all expenses incurred in connection with the Committee’s activities, including expenses incurred in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.15 and is incorporated herein by reference.

Pursuant to letter agreements, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman consented to being named as nominees in any consent statement or proxy statement filed by the Committee in connection with the Solicitation and serving as a director of the Issuer if elected. The form of consent letter is attached hereto as Exhibit 99.16 and is incorporated herein by reference.

Pursuant to letter agreements, Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey have agreed to indemnify Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman against certain claims arising from the Solicitation, subject to certain conditions. The form of indemnification letter agreement is attached hereto as Exhibit 99.17 and is incorporated herein by reference.

Other than as described herein, including the Powers of Attorney filed as part of Item 7 below, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

CUSIP NO. 501803308

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to include to following 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

	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

	99.14*	Demand to Inspect Stockholders List et al. dated December 22, 2008

	99.15	Joint Filing and Solicitation Agreement by and among Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman dated as of January 16, 2009

	99.16	Form of Consent Letter to serve as a nominee and as a director of the Issuer, if elected

	99.17	Form of Indemnification Letter Agreement

	99.18	Power of Attorney for Jason T. Mogel dated January 16, 2009

	99.19	Power of Attorney for Robert Probst dated January 16, 2009

	99.20	Power of Attorney for Edward J. VonderBrink dated January 16, 2009

	99.21	Power of Attorney for Robert H. Weisman dated January 16, 2009

* previously filed

CUSIP NO. 501803308

SIGNATURES

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

	Dated: January 16, 2009

	*
	DR. STEPHEN N. JOFFE

	*
	CRAIG P.R. JOFFE

	*
	ALAN H. BUCKEY

	/s/ Andrew Freedman
	*By: Andrew Freedman, as Attorney-in-Fact



	/s/ Jason T. Mogel
	JASON T. MOGEL



	/s/ Robert Probst
	ROBERT PROBST



	/s/ Edward J. VonderBrink
	EDWARD J. VONDERBRINK



	/s/ Robert H. Weisman
	ROBERT H. WEISMAN

EX-99.15 2 ex9915to13da807434002_011609.htm JOINT FILING AND SOLICITATION AGREEMENT ex9915to13da807434002_011609.htm

Exhibit 99.15

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of LCA-Vision Inc., a Delaware corporation (the “Company”);

WHEREAS, Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman wish to form a group for the purpose of soliciting written consents or proxies to elect Dr. Stephen N. Joffe, Jason Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman, or any other person designated by the undersigned (collectively, the “Nominees”), as directors of the Company and taking all other action necessary or advisable to achieve the foregoing.

NOW, IT IS AGREED, this 16th day of January 2009 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of soliciting written consents or proxies to elect the Nominees, or any other person designated by The LCA-Vision Full Value Committee, as directors of the Company, and taking all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

4. Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey agree to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation. Notwithstanding the foregoing, Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without prior written approval; or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or threatened litigation without prior written approval.

5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he deems appropriate, in his sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and for Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	*
	DR. STEPHEN N. JOFFE

	*
	CRAIG P.R. JOFFE

	*
	ALAN H. BUCKEY

	/s/ Andrew Freedman
	*By: Andrew Freedman, as Attorney-in-Fact



	/s/ Jason T. Mogel
	JASON T. MOGEL



	/s/ Robert Probst
	ROBERT PROBST



	/s/ Edward J. VonderBrink
	EDWARD J. VONDERBRINK



	/s/ Robert H. Weisman
	ROBERT H. WEISMAN

EX-99.16 3 ex9916to13da807434002_011609.htm FORM OF CONSENT LETTER AGREEMENT ex9916to13da807434002_011609.htm

Exhibit 99.16

[Name]

[Address]

January ___, 2009

Craig P.R. Joffe

8225 Indian Hill Road

Cincinnati, Ohio 45243

Dear Mr. Joffe:

You are hereby notified that the undersigned consents to being named as a nominee in any consent statement or proxy statement filed by The LCA-Vision Full Value Committee with the Securities and Exchange Commission in connection with the solicitation of written consents or proxies for election of the undersigned as a director of LCA-Vision Inc. (“LCA”) and serving as a director of LCA if elected.

		Very truly yours,
		[Name]

EX-99.17 4 ex9917to13da807434002_011609.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex9917to13da807434002_011609.htm

Exhibit 99.17

THE LCA-VISION FULL VALUE COMMITTEE

January __, 2009

Re: LCA-Vision Inc.

Thank you for agreeing to serve as a nominee for election to the Board of Directors of LCA-Vision Inc. (the “Company”) in connection with the consent solicitation that Stephen Joffe, Craig Joffe and Alan Buckey (collectively, “The LCA-Vision Full Value Committee”) are undertaking to remove and replace the existing members of the Company’s Board of Directors (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

The members of The LCA-Vision Full Value Committee agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of The LCA-Vision Full Value Committee’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company. Subject to the provisions below, this indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give The LCA-Vision Full Value Committee prompt written notice of such claim or Loss. Upon receipt of such written notice, The LCA-Vision Full Value Committee will offer to provide you with counsel to your represent you at their cost, with such counsel the parties expect would be the same counsel as represents the LCA-Vision Full Value Committee and other possible defendants. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The LCA-Vision Full Value Committee may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of The LCA-Vision Full Value Committee, any confidential, proprietary or non-public information (collectively, “Information”) of The LCA-Vision Full Value Committee, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by The LCA-Vision Full Value Committee, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify The LCA-Vision Full Value Committee so that The LCA-Vision Full Value Committee or any member thereof may seek a protective order or other appropriate remedy or, in The LCA-Vision Full Value Committee’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the LCA-Vision Full Value Committee does not waive compliance with the terms of this Agreement, you may furnish only that portion of the Information which you may be advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the LCA-Vision Full Value Committee and, upon the request of a representative of the LCA-Vision Full Value Committee, all such information shall be returned or, at The LCA-Vision Full Value Committee’s option, destroyed by you, with such destruction confirmed by you to The LCA-Vision Full Value Committee in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

_____________________________

Craig Joffe

_____________________________

Stephen Joffe

_____________________________

Alan Buckey

ACCEPTED AND AGREED:

___________________________

Signature

Printed Name: _________________

Date: _________________________

Address: ______________________

______________________

EX-99.18 5 ex9918to13da807434002_011609.htm POWER OF ATTORNEY ex9918to13da807434002_011609.htm

Exhibit 99.18

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey, or any of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of LCA-Vision Inc. (the “Company”) directly or indirectly beneficially owned by Dr. Stephen N. Joffe, Craig P.R. Joffe or Alan H. Buckey (collectively, the “Group”), (ii) soliciting written consents from the stockholders of the Company to remove the current board of directors of the Company and (iii) soliciting written consents from the stockholders of the Company to elect Dr. Stephen N. Joffe, Jason T. Mogel, Robert Probst, Edward J. VonderBrink, Robert H. Weisman, or any other person designated by the Group, as directors of the Company (together with (ii), the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated November 5, 2008, as amended thereto, filed by Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey, that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group 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 ___ day of January, 2009.


	/s/ Jason T. Mogel
	JASON T. MOGEL

EX-99.19 6 ex9919to13da807434002_011609.htm POWER OF ATTORNEY ex9919to13da807434002_011609.htm

Exhibit 99.19

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of January, 2009.


	/s/ Robert Probst
	ROBERT PROBST

EX-99.20 7 ex9920to13da807434002_011609.htm POWER OF ATTORNEY ex9920to13da807434002_011609.htm

Exhibit 99.20

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of January, 2009.


	/s/ Edward J. Vonderbrink
	EDWARD J. VONDERBRINK

EX-99.21 8 ex9921to13da807434002_011609.htm POWER OF ATTORNEY ex9921to13da807434002_011609.htm

Exhibit 99.21

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of January, 2009.


	/s/ Robert H. Weisman
	ROBERT H. WEISMAN