SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. __)
LCA-VISION
INC
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
501803308
(CUSIP
Number)
Mark
A. Weiss, Esq.
Keating
Muething & Klekamp PLL
One East
Fourth Street, 14th Floor
Cincinnati,
Ohio 45202
(513)
579-6599
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
28, 2008
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Sec.240.13d-7 for other
parties to whom copies are to be sent.
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
|
|
Page
2 of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen
N. Joffe
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
PF
– See Item 3
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
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*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 501803308
|
|
Page
3 of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Craig
P.R. Joffe
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
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*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 501803308
|
|
Page
4 of 12 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan
H. Buckey
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
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
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
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*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Explanatory
Note
This
Schedule 13D (this “Schedule”) is being filed by the Reporting Persons (as
defined below) and relates to their beneficial ownership of Shares (as defined
below) of common stock LCA-Vision Inc., a corporation organized under the laws
of Delaware.
The
Reporting Persons’ obligation to report their beneficial ownership using
Schedule 13D was triggered by the formation, on October 28, 2008, of a
group (as defined in Rule 13d-5(b)(1) under the Securities
Exchange Act of 1934, as amended) comprised of the Reporting
Persons.
Item
1.
Security
and Issuer
The class of equity securities to which this statement relates consists of the
shares of Common Stock, $.001 par value (the “Shares”), of LCA-Vision Inc., a
corporation organized under the laws of Delaware (the “Issuer”). The
address of the Issuer’s principal executive offices is 7840 Montgomery Road,
Cincinnati, Ohio, 45236.
Item
2.
Identity
and Background
(a) The
names of the filing persons (collectively, the “Reporting Persons”) are Stephen
N. Joffe, Craig P.R. Joffe, and Alan H. Buckey. 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.
(b) The
address for each of the Reporting Persons are:
Stephen N. Joffe, 9560 Montgomery Road,
Cincinnati, OH 45242
Craig P.R. Joffe, 8225 Indian Hill
Road, Cincinnati, OH 45243
Alan H. Buckey, 8533 Twilight Tear
Lane, Cincinnati, OH 45249
(c) Stephen
N. Joffe is the founder and former Chairman and CEO of LCA-Vision,
Inc. He is currently a private business man and investor primarily
operating his business interests from 9560 Montgomery Road, Cincinnati, OH
45242. 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 business man
and investor primarily operating his business interests from 8225 Indian Hill
Road, Cincinnati, OH 45243. Such interests include Joffe MediCenter,
a healthcare services company of which Craig P.R. Joffe is the CEO and
Co-Founder with 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 business man and investor operating
his business interests from 8533 Twilight Tear Lane, Cincinnati, OH
45249.
(d) During
the last five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) 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.
(f) Each
reporting person is a citizen of the United States.
Item
3.
Source and
Amount of Funds or Other Consideration.
The Reporting Persons used personal funds for the transactions in the Shares
reported in this Schedule 13D.
Item
4.
Purpose of
Transactions.
The Reporting Persons purchased the Shares based on the Reporting Persons’
belief that the Shares, as purchased, represent an attractive investment
opportunity. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis and retain the right to change their
investment intent, to propose one or more possible transactions to the Issuer,
to acquire additional Shares from time to time or to sell or otherwise dispose
of all or part of the Shares beneficially owned by them in any manner permitted
by law. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the
Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation; communication with the executive officers and/or Board of
Directors of the Issuer regarding the capitalization, business, operations
and/or future plans of the Issuer; communication with other stockholders; making
proposals to the Issuer concerning strategic transactions which may include
participation by the Reporting Persons; acquiring additional Shares or other
securities of the Issuer for cash or other consideration; selling some or all of
their Shares; or changing their intention with respect to any and all matters
referred to in Item 4.
Item
5.
Interest in Securities of the
Issuer.
(a) See
Items 11 and 13 on pages 2, 3 and 4 of this Schedule 13D.
(b) See
Items 7, 9 and 11 on pages 2, 3 and 4 of this Schedule 13D.
(c) In
the last sixty (60) days, the Reporting Persons executed the following
transactions in Shares, on the dates and prices indicated, through the Nasdaq
National Market.
|
Date of Purchase
|
Number of Shares
|
Price Per Share
|
|
Stephen
N. Joffe
|
|
|
|
|
|
|
|
|
|
10/6/2008
|
71,422
|
|
$3.01
|
|
10/7/2008
|
51,917
|
|
$3.04
|
|
10/8/2008
|
326,661
|
|
$2.93
|
|
10/14/2008
|
102,283
|
|
$2.90
|
|
10/16/2008
|
62,683
|
|
$2.65
|
|
10/20/2008
|
61,189
|
|
$2.82
|
|
10/22/2008
|
223,845
|
|
$2.77
|
|
10/28/2008
|
110,600
|
|
$2.30
|
|
10/29/2008
|
140,652
|
|
$2.29
|
|
10/31/2008
|
20,700
|
|
$2.45
|
|
TOTAL:
|
1,171,952
|
|
|
|
Craig
P.R. Joffe
|
|
|
|
|
|
|
|
|
|
10/07/2008
|
90,000
|
|
$3.20
|
|
10/08/2008
|
70,210
|
|
$2.95
|
|
10/09/2008
|
227,929
|
|
$2.73
|
|
10/10/2008
|
46,605
|
|
$2.43
|
|
10/13/2008
|
15,000
|
|
$2.69
|
|
10/15/2008
|
80,000
|
|
$2.89
|
|
10/17/2008
|
15,562
|
|
$2.88
|
|
10/20/2008
|
2,500
|
|
$2.87
|
|
10/21/2008
|
34,198
|
|
$2.80
|
|
10/22/2008
|
20,000
|
|
$2.72
|
|
10/23/2008
|
75,000
|
|
$2.61
|
|
10/24/2008
|
25,000
|
|
$2.42
|
|
10/27/2008
|
60,000
|
|
$2.49
|
|
10/28/2008
|
72,725
|
|
$2.30
|
|
10/29/2008
|
20,000
|
|
$2.31
|
|
11/4/2008
|
9,100
|
|
$2.72
|
|
TOTAL:
|
863,829
|
|
|
|
|
|
|
|
|
Alan
H. Buckey
|
|
|
|
|
|
|
|
|
|
10/23/2008
|
38,000
|
|
$2.67
|
|
10/29/2008
|
18,000
|
|
$2.29
|
|
10/30/2008
|
10,000
|
|
$2.50
|
|
10/31/2008
|
1,900
|
|
$2.46
|
|
11/4/2008
|
10,000
|
|
$2.79
|
|
TOTAL:
|
77,900
|
|
|
(d) Not
Applicable.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Other than the Power of Attorney and Joint Filing Agreement filed as part of
Item 7, none of the Reporting Persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Item
7.
Material to be Filed as
Exhibits.
|
Exhibit
|
Description
|
|
99.1
|
Power
of Attorney
|
|
99.2
|
Joint
Filing Agreement
|
[Remainder
of page intentionally left blank; signature page follows.]
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November
5, 2008
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Stephen
N. Joffe
|
|
|
|
|
Stephen
N. Joffe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Craig
P.R. Joffe
|
|
|
|
|
Craig
P.R. Joffe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Alan
H. Buckey
|
|
|
|
|
Alan
H. Buckey
|
|
|
|
|
|
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