CINCINNATI, Dec. 10 /PRNewswire-FirstCall/ -- LCA-Vision Inc. (Nasdaq: LCAV) ("LCA-Vision" or the "Company"), a leading provider of laser vision correction services under the LasikPlus(R) brand, today announced that its Board of Directors has sent a letter to three stockholders in response to recent letters from those stockholders to the Board.
The full text of the letter from the Company's Board of Directors appears below:
December 10, 2008 VIA EMAIL & CERTIFIED MAIL Stephen N. Joffe Craig P. Joffe Alan H. Buckey 9650 Montgomery Road Cincinnati, Ohio 45242 Gentlemen:
The Board of Directors of LCA-Vision has received and reviewed each of your letters.
The Board is, of course, concerned about the Company's recent operating results and aware of the business challenges the Company faces, although it does not agree with your description of the Company's condition as "dire" or its prognosis as "poor." As in prior economic downturns, a decline in consumer confidence and discretionary spending has adversely affected the Company's performance. The Company has adopted and is implementing a business plan, including the actions described in its recent SEC filings, which the Board believes are appropriate during the current difficult economic situation. The Board is confident in the ability of its current management team to execute this business plan.
With respect to your recent request for Board representation and appointment to management positions at the Company, as you have noted repeatedly, each of you has previously served as an executive officer of LCA- Vision and, in the case of Steve and Craig, also as a Director. Each of you voluntarily resigned from those positions of trust to pursue alternative personal or business objectives. It seems to the Board for you to request such appointments is disingenuous after previously abandoning the Company.
Finally, the Board's rationale for taking certain recent actions has been adequately explained in the Company's public announcements regarding those actions. In particular, the stockholders' rights plan is designed to benefit all stockholders by ensuring that all stockholders receive equal treatment in the event of any proposed takeover, and to guard against tactics that could impair the Board's ability to represent stockholders' interests fully and independently. Under the Company's policies, the Board is authorized to adopt a rights plan without prior approval if the plan is submitted for stockholder approval within 12 months of adoption. Accordingly, the plan provides that it will expire if its adoption is not ratified by the stockholders within 12 months. Consequently, the Board does not believe that it is necessary or prudent to call an immediate special meeting of stockholders for this purpose.
The Board is certainly open to hearing the suggestions of the Company's stockholders, as evidenced by our arranging a meeting between you and certain members of the Board. However, your recent letter writing campaign has become a distraction to executing our strategic plan. Thus, we do not intend to respond to your letters individually, as they tend to repeat certain themes with which we don't agree.
Sincerely, E. Anthony Woods Chairman of the Board
About LCA-Vision Inc./LasikPlus(R)
LCA-Vision Inc., a leading provider of laser vision correction services under the LasikPlus(R) brand, operates 77 LasikPlus(R) fixed-site laser vision correction centers in 33 states and 59 markets in the United States and a joint venture in Canada. Additional company information is available at www.lca-vision.com and www.lasikplus.com.
This news release contains forward-looking statements based on current expectations, forecasts and assumptions of LCA-Vision that are subject to risks and uncertainties. These forward-looking statements in this release are based on information available to us as of the date hereof. Actual results could differ materially from those stated or implied in our forward-looking statements due to risks and uncertainties associated with our business, including, without limitation, those concerning economic, political and sociological conditions; the acceptance rate of new technology, and our ability to successfully implement new technology on a national basis; market acceptance of our services; the successful execution of marketing strategies to cost-effectively drive patients to our vision centers; competition in the laser vision correction industry; an inability to attract new patients; the possibility of long-term side effects and adverse publicity regarding laser vision correction; operational and management instability; legal or regulatory action against us or others in the laser vision correction industry; our ability to profitably operate vision centers and retain qualified personnel during periods of lower procedure volumes; the relatively high fixed cost structure of our business; the continued availability of non-recourse third- party financing for our patients on terms similar to what we have paid historically; and the future value of revenues financed by us and our ability to collect on such financings which will depend on a number of factors, including the worsening consumer credit environment and our ability to manage credit risk related to consumer debt, bankruptcies and other credit trends. In addition, an ongoing FDA study about post-Lasik quality-of-life matters could potentially impact negatively the acceptance of Lasik. For a further discussion of the factors that may cause actual results to differ materially from current expectations, please review our filings with the Securities and Exchange Commission, including but not limited to our reports on Forms 10-K, 10-Q and 8-K. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the Securities and Exchange Commission, we assume no obligation to update the information included in this news release, whether as a result of new information, future events or circumstances, or otherwise.
Earning Trust Every Moment. Transforming Lives Every Day. For Additional Information Company Contact: Investor Relations Contact: Barb Kise Jody Cain LCA-Vision, Inc. Lippert/Heilshorn & Associates 513-792-9292 310-691-7100
|SOURCE LCA-Vision Inc.|
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