- Amended Statement of Beneficial Ownership (SC 13D/A)
December 17 2008 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 6)
1
Common Stock, par value
$.001
(Title of
Class of Securities)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
).
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
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. 6 to Schedule 13D (this “Amendment”) is being filed by the
Reporting Persons solely to amend Items 4 and 7.
Item
4. Purpose of Transactions.
Item 4 is
amended to add the following:
On
December 17, 2008, the Reporting
Persons issued an open
letter to all stockholders of the Issuer (the “Open Letter to
Stockholders”). Additionally, on December 17, 2008, the Reporting
Persons sent a cover letter with a courtesy copy of the Open Letter to
Stockholders to Mr. E. Anthony Woods, Chairman of the Board of the Issuer, with
copies to Mr. William Bahl, Mr. John Gutfreund, Mr. John Hassan and Mr. Steven
Straus as the other Directors of the Board of the Issuer (the “Letter to the
Board”). Copies of the Open Letter to Stockholders and the Letter to
the Board are attached as exhibits 99.11 and 99.12 hereto, respectively, and
incorporated herein by reference.
The
Reporting Persons disclosed in each of the Open Letter to Stockholders and the
Letter to the Board that they hope the Board will engage in meaningful
discussions regarding the Reporting Persons’ serious concerns with the Issuer
and representation by the Reporting Persons on the Board. The Reporting
Persons further stated that if the Board continues to rebuff the Reporting
Persons, they will not hesitate to take all necessary action to protect their
investment, including seeking to remove and replace the existing
Board.
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.
Item
7. Material to be Filed as Exhibits.
Item 7 is
hereby amended to include the following exhibit:
|
Exhibit
|
Description
|
|
99.1*
|
Power
of Attorney
|
|
99.2*
|
Joint
Filing Agreement
|
|
99.3*
|
Letter
dated November 21, 2008 from the Reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.4)
|
|
99.4*
|
Press
release dated November 21, 2008
|
|
99.5*
|
Letter
dated November 24, 2008 from the Reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.6)
|
|
99.6*
|
Press
release dated November 24, 2008
|
|
99.7*
|
Letter
dated December 4, 2008 from the reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.8)
|
|
99.8*
|
Press
release dated December 4, 2008
|
|
99.9*
|
Letter
dated December 9, 2008 from the reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.10)
|
|
99.10*
|
Press
release dated December 9, 2008
|
|
99.11
|
Open
Letter to Stockholders
|
|
99.12
|
Letter
to the Board
|
|
99.13
|
Power
of Attorney
|
*
Previously filed.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December
17, 2008
|
Stephen
N. Joffe
|
|
|
|
Craig
P.R. Joffe
|
|
|
|
Alan
H. Buckey
|
|
|
|
*By: Steven
Wolosky, as Attorney-in-Fact
|
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