- Amended Statement of Beneficial Ownership (SC 13D/A)
November 19 2008 - 12:22PM
Edgar (US Regulatory)
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. 1)
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%
- See Item 5
|
|
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*
(a)
x
(b)
o
|
|
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%
- See Item 5
|
|
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*
(a)
x
(b)
o
|
|
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%
- See Item 5
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Explanatory
Note
This
Schedule 13D, as amended (“Schedule 13D”), relates to shares of Common Stock,
$.001 par value (the “Shares”), of LCA-Vision Inc., a corporation organized
under the laws of Delaware (the “Issuer”). This statement is being filed
by Stephen N. Joffe, Craig P.R. Joffe, and Alan H. Buckey (collectively, the
“Reporting Persons”).
This
Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by the
Reporting Persons solely to amend Item 4.
Item
4. Purpose of Transactions.
Item 4 is
amended to add the following:
On
November 13, 2008, the Reporting Persons met with E. Anthony Woods, Chairman of
the Board of the Issuer, and William F. Bahl, a member of the Board of Directors
of the Issuer and Chairman of the Issuer’s Compensation
Committee. Consistent with the Reporting Persons’ investment purpose,
the Reporting Persons discussed a variety of subjects with Mr. Woods and Mr.
Bahl regarding concerns with the Issuer and its current business prospects and
ways to potentially increase stockholder value. Mr. Woods and Mr.
Bahl indicated that the Issuer would be holding a Board meeting on or about
November 17, 2008 and may respond to some of the Reporting Persons’ concerns
following the Board meeting. As of the date hereof, Mr. Woods and Mr.
Bahl have not responded substantively to the Reporting Persons regarding some of
the concerns and opportunities raised during the November 13, 2008
meeting.
The
Reporting Persons intend to continue to maintain a dialogue with the independent
members of the Issuer’s Board of Directors – including Mr. E. Anthony Woods, Mr.
William F. Bahl, Mr. John Gutfreund and Mr. John Hassan - as well management of
the Issuer. In addition, the Reporting Persons intend to discuss with
certain other significant stockholders of the Issuer the Issuer’s prospects,
operations and management and Board composition, among other possible subjects
regarding ways to turnaround the Company’s current performance and increase
shareholder value. In addition, the Reporting Persons may make
recommendations to the Issuer designed to increase stockholder
value. Any recommendations may involve operational, management or
Board composition changes (which may or may not include one or more of the
Reporting Persons) or proposals designed to improve the Issuer’s corporate
governance or recommendations regarding acquisitions or other strategic
transactions.
Except as
the foregoing may be deemed a present plan or proposal, 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 may, at any time and from time to time,
review or reconsider their position, and/or change their purpose or formulate or
reformulate their plans or proposals with respect thereto.
[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 19, 2008
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/s/Mark
A. Weiss
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*By:
Mark A. Weiss, as Attorney-in-Fact
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