- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 11 2009 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14-A
(Rule
14A-101)
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Filed by
the Registrant
þ
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
o
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Preliminary
Proxy Statement
|
o
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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þ
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Definitive
Additional Materials
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o
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Soliciting
Materials Pursuant to Section
240.14a.12
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LCA-Vision
Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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of each class of securities to which the transaction applies:
__________________________________________________________________
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2)
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Aggregate
number of securities to which transaction applies:
__________________________________________________________________
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unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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maximum aggregate value of transaction:
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box if any part of the fee is offset by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was previously
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filing.
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Schedule or Registration No.:
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Party:
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Filed:
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On March
11, 2009, LCA-Vision Inc. issued the following press release.
Three
Leading Proxy Advisory Firms are Unanimous in Recommending
LCA-Vision
Stockholders
Support
the Current
Board of Directors
PROXY
Governance Joins RiskMetrics and Glass Lewis in Urging Stockholders to Vote the
GOLD Card
CINCINNATI (March 11, 2009)
–
LCA-Vision Inc. (NASDAQ: LCAV) announces that the independent proxy advisory
firm PROXY Governance, Inc. has joined RiskMetrics Group’s ISS Governance
Services and Glass Lewis & Co., LLC in recommending that LCA-Vision
stockholders vote to retain the Company’s current management and Board of
Directors and reject
all
proposals made by
the Joffe Group’s consent solicitation.
The PROXY
Governance report includes an analysis of proposals and supporting statements
made by the dissident group and the views of LCA-Vision’s Board and
management. The report, issued March 6, recommends that that
LCA-Vision stockholders vote in support of the Board and management on
all
proposals,
stating, “We believe shareholders would be better served by allowing the current
board and its management team to continue executing on their strategic
plan.”
“We are
delighted all three of the advisory firms that reviewed the situation have
unanimously recommended that LCA-Vision stockholders support our current
executive team and Board of Directors. Each of these firms has
conducted an independent and proprietary analysis of the situation, and each has
come to the same conclusion: LCA-Vision stockholders should vote the GOLD card,”
said Steven Straus, LCA-Vision chief executive officer.
“The
latest report, from PROXY Governance, gives our management team and Board high
marks for our aggressive response to the precipitous decline in consumer
discretionary spending that has impacted our business, as well as others in our
industry, by implementing numerous initiatives that position LCA-Vision and our
Lasik
Plus
®
Vision Centers for growth and a prosperous future, while prudently managing our
appreciable cash,” he said.
In its
report, PROXY Governance states, among other things:
·
|
LCA-Vision
has “not only laid out a longer-term strategy to transition from a
one-off-transaction business model to an ongoing lifetime care model –
allowing it to both tap more reliable revenue streams and build a broader,
stronger brand – but has also identified numerous near-term tactical
improvements in its operations, quality, and
marketing.”
|
·
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LCA-Vision’s
market share improvement is “most compelling against the backdrop of a
continuing macroeconomic decline – and particularly the ongoing decline in
consumer confidence, to which the business had been so highly
correlated.” According to independent researcher Market
Scope
®
,
LLC, LCA-Vision’s share of the laser vision correction services market
increased to 11.9% in the fourth quarter of 2008 from 10.5% in the third
quarter of 2008.
|
·
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The
dissidents’ strategy that optimizing certain business practices could
drive a higher prospect-to-patient yield, “while heavy on criticisms of
the company’s declining performance – is particularly light on details or
what, exactly, is suboptimal about those processes now, and how,
specifically, they would improve the
yield.”
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·
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The
dissidents’ “contention that marketing costs can be ‘fixed’ – roughly
halved to the $250 per procedure the company spent several years ago –
without any corresponding falloff in procedure volume seems
questionable.” In further evaluating marketing costs, PROXY
Governance finds that more useful measures “would include a controlled
study of marketing campaign in test markets – such as the company
conducted in Q4 2008, when it demonstrated its revised marketing strategy
could directly drive a 34% increase in
procedures.”
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·
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The
dissident group’s “prescription for righting the company,” “seems only to
point back to many of the strategic and tactical improvements the company
has made since removing S. Joffe from
office.”
|
Due to
the nature of the Consent process, your voting instruction is extremely
important and time sensitive. LCA-Vision urges all stockholders to
vote their GOLD cards to REVOKE CONSENT on all three
proposals. Please discard any proxy card that you receive from the
Joffe Group. If you have already voted to consent and wish to change
your vote, you have every right to revoke your consent and vote the GOLD
proxy. Only the latest dated card counts.
LCA-Vision
filed its Definitive Consent Revocation Statement (“Consent Revocation
Statement”) with the Securities and Exchange Commission on Monday, February 9,
2009, and copies of the Consent Revocation Statement with a GOLD Consent
Revocation Card were mailed to stockholders beginning February 10,
2009. The Consent Revocation Statement can be obtained immediately
from the SEC’s website at the following link:
http://idea.sec.gov/Archives/edgar/data/1003130/000114420409006021/v139094_defc14a.htm
or from
the Investor Relations section of the Company’s website at
www.lasikplus.com
and
www.lca-vision.com
. Copies
of the Consent Revocation Statement and consent revocation card may also be
obtained from Georgeson Inc.
Additional
Information:
Georgeson
Inc. has been retained by LCA-Vision as consent revocation solicitation agent.
Stockholders with questions are encouraged to call Georgeson toll-free
1-800-457-0109
. Copies of the
Company’s Consent Revocation Statement, and any other documents filed by
LCA-Vision with the SEC in connection with the consent solicitation can be
obtained free of charge from the SEC’s website at
www.sec.gov
, from the
Company’s website at www.lasikplus.com and www.lca-vision.com, or from
Georgeson.
About
LCA-Vision Inc./Lasik
Plus
®
LCA-Vision
Inc., a leading provider of laser vision correction services under the
Lasik
Plus
®
brand,
operates 75 Lasik
Plus
®
fixed-site laser vision correction centers in 32 states and 57 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
.
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
|
513-792-9293
|
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