- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
December 19 2008 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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1934
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No. )
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Definitive
Proxy Statement
¨
Definitive
Additional Materials
x
Soliciting
Material Under Rule 14a-12
|
(Name
of Registrant as Specified in Its Charter)
|
|
STEPHEN
N. JOFFE
CRAIG
P.R. JOFFE
ALAN
H. BUCKEY
THE
LCA-VISION FULL VALUE COMMITTEE
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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previously. Identify the previous filing by registration statement
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Filed:
The LCA-Vision Full Value
Committee (the
“Committee”)
intends to make 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 LCA-Vision Inc., a
Delaware corporation (the “Company”), in connection with seeking to remove and
replace the current members of the Board of Directors of the
Company.
Item 1:
On December 19, 2008, the following news story ran in the Business Courier of
Cincinnati:
Friday,
December 19, 2008
Ex-auditor:
LCA tried to sway decisions on care
by
Dan Monk
Senior
Staff Reporter
The former director of internal audit
for
LCA-Vision
Inc.
claims the company
tried to influence treatment decisions made by LCA surgeons and retaliated
against him for raising concerns about the practice.
Ronald
Matter, who resigned from the company in September, said he phoned in a
complaint last month about the issue on the company’s corporate governance
hotline.
Company
reviewing claim
LCA
officials declined to make its executives available to speak regarding Matter’s
allegations, but LCA did release a statement: “The company is in the process of
conducting a review of these items. LCA-Vision will make no public comment until
the review is complete. Regarding the specific questions about Mr. Matter, it is
company policy not to comment on personnel matters.”
Matter
contacted the Business Courier in response to recent stories about former
LCA-Vision CEO Dr. Stephen Joffe, whose investment group acquired an 11 percent
stake in the laser vision surgery company in October and began pushing for a
management shake-up in early December.
Steady
profit growth made LCA one of the nation’s best-performing stocks in a four-year
period ending in May 2006, when shares peaked at more than $58. They have fallen
steadily since then, as profits eroded and LCA-Vision lost market share in a
weak economy. In a Dec. 10 letter to Joffe, Board Chairman Anthony Woods called
Joffe’s overtures a “distraction” and added that the board remains confident in
the company’s current management team.
In a Dec.
16 memo to the Business Courier Matter wrote, “I was concerned that (LCA-Vision
CEO) Steve Straus was violating state medical laws by trying to dictate the
surgeons’ parameters for their treatments.”
He claims
that the company monitored the percentage of patients whom surgeons qualified as
“candidates” for Lasik surgery. Those deemed to be “non-candidates” were less
likely to generate revenue for the company, he said.
“Numerous
surgeons with high non-candidacy rates were terminated for ‘not being team
players,’” he wrote.
Matter
said he shared concerns about physician interference with LCA Director John
Hassan, chairman of the board’s audit committee. Hassan did not return a call
for comment.
Two weeks
later, in late February, Matter claims Straus reduced a bonus he had promised
four months earlier. Matter said his reduced bonus forced him to take a second
job. He said he was asked to leave the company in September for violating a
policy against moonlighting.
Further
concern
To
support his claim, Matter gave the Courier an April 2008 e-mail in which an
operations executive with the company describes a plan to send a “more
experienced surgeon” to visit one LCA doctor in Las Vegas, with the goal of
making sure that physician “expands what he treats.”
One
member of Joffe’s investment group said Matter’s complaint is similar to those
he has heard from LCA-Vision doctors. Craig Joffe, Stephen’s son and a former
LCA executive, called Matter’s allegation “extremely disturbing” and an
indication that management changes are needed at LCA-Vision.
“Only a
board-certified ophthalmologist is qualified to make a decision about whether a
patient is a safe candidate for Lasik surgery,” Craig Joffe said. “This is not a
role for the company to be playing.”
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
The
LCA-Vision Full Value Committee intends to make 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 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 CONSEN
T
SOLICITATION STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD
BE DIRECTED TO THE PARTICIPANTS’ SOLICITOR.
The
participants in the consent solicitation are Dr. Stephen N. Joffe, Craig P.R.
Joffe and Alan H. Buckey.
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.
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