CINCINNATI, Jan. 16 /PRNewswire-FirstCall/ -- The LCA-Vision Full Value Committee (the "Committee") today reported that it has filed with the Securities and Exchange Commission a preliminary consent statement to undertake a consent solicitation to reconstitute the board of directors of LCA-Vision Inc. (Nasdaq: LCAV) (the "Company" or "LCA-Vision"). The Committee is comprised of Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink, and its members collectively own approximately 11.4% of the Company's outstanding shares. The Committee includes 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 -- Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey.
In today's filing, the Committee expressed its concern that the Company is experiencing a serious financial and operating crisis. Specifically, the Committee stated that "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." The Committee's filing went on to point out that "in the little more than two years since Steven Straus was hired as CEO by the Board of Directors in November 2006, LCA-Vision shares have decreased 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."
The filing also disclosed that the Committee has a plan to put the Company back on the path towards maximizing stockholder value, leveraging the depth of its members' past experience, both with the Company and in the laser correction industry generally. The Committee reiterated its strong belief that it is in LCA-Vision's best interest to change the Company's leadership, both at the CEO and the Board level, by reconstituting the Board with new Directors that have the right mix of skills and experience to maximize the Company's value for the benefit of all stockholders.
The Committee's nominees to replace the existing Board members include:
Stephen N. Joffe, MD, FACS, age 66, is the founder and former Chairman and
Chief Executive Officer of LCA-Vision, where he served as Chairman and CEO for
over a decade. 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 Quondam Professor of Surgery at the
Jason Mogel, age 37, is a partner with Spears & Imes LLP in New York, New
York. Previously, Mr. Mogel served as an Assistant Attorney General for the
State of Alaska from 2001 to 2004. Mr. Mogel has extensive experience in
complex litigation, risk assessment and corporate governance. He holds a B.A.
Robert Probst, age 57, is the Dean of the College of Design, Architecture,
Art, and Planning of the
Edward J. VonderBrink, age 64, is the owner of VonderBrink Consulting LLC,
which provides consulting services to closely-held businesses with an emphasis
on strategy, business systems and processes and financial and succession
planning. He holds an active CPA license. Previously, he served as Director
of the Entrepreneurial Center at
Robert H. Weisman, age 67, is the President of Great Water Partners LLC, a
boutique investment bank supporting emerging growth and middle market
companies. Prior to joining Great Water Capital Partners in 2001, he served
as Managing Director of McDonald Investments (now KeyBank) and as Managing
Director of Dain Rauscher (now RBC Capital Markets). Mr. Weisman began his
career as an attorney with Milbank, Tweed, Hadley & McCloy in New York. Mr.
Weisman received his B.A. with Honors in Economics from
CERTAIN INFORMATION CONCERNING PARTICIPANTS
On January 16, 2009, The LCA-Vision Full Value Committee made a preliminary filing with the Securities and Exchange Commission ("SEC") of a consent solicitation statement relating to the solicitation of written consents from stockholders of the Company in connection with seeking to remove and replace the current members of the Board of Directors of the Company.
THE LCA-VISION FULL VALUE COMMITTEE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PRELIMINARY CONSENT SOLICITATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH SOLICITATION MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS SOLICITATION WILL PROVIDE COPIES OF THE CONSENT SOLICITATION STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' SOLICITOR BY CALLING, TOLL-FREE, (888) 750-5834.
The participants in the consent solicitation are Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason T. Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink.
As of the date of this filing, Dr. Joffe directly beneficially owns 1,171,952 shares of Common Stock of the Company, Craig P.R. Joffe directly beneficially owns 865,468 shares of Common Stock of the Company, and Alan H. Buckey directly beneficially owns 77,900 shares of Common Stock of the Company.
For the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of the participants in this solicitation is deemed to beneficially own the shares of Common Stock of the Company beneficially owned in the aggregate by the other participants. Each of the participants in this proxy solicitation disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
|SOURCE LCA-Vision Inc.|
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