The LCA-Vision Full Value Committee Files Preliminary Consent Solicitation Statement to Reconstitute the Board of Directors of L
January 16 2009 - 12:17PM
PR Newswire (US)
Seeks to Remove and Replace the Current Board of Directors with Its
Five Highly Qualified Director Candidates CINCINNATI, Jan. 16
/PRNewswire-FirstCall/ -- The LCA-Vision Full Value Committee (the
"Committee") today reported that it has filed with the Securities
and Exchange Commission a preliminary consent statement to
undertake a consent solicitation to reconstitute the board of
directors of LCA-Vision Inc. (NASDAQ:LCAV) (the "Company" or
"LCA-Vision"). The Committee is comprised of Dr. Stephen N. Joffe,
Craig P.R. Joffe, Alan H. Buckey, Jason T. Mogel, Robert Probst,
Robert H. Weisman and Edward J. VonderBrink, and its members
collectively own approximately 11.4% of the Company's outstanding
shares. The Committee includes the founders and former executive
management team of LCA-Vision that helped build the Company from
the ground up into the industry leader it once was -- Dr. Stephen
N. Joffe, Craig P.R. Joffe and Alan H. Buckey. In today's filing,
the Committee expressed its concern that the Company is
experiencing a serious financial and operating crisis.
Specifically, the Committee stated that "in a very short period of
time, over 90% of the Company's value has been wiped out under the
existing executive management team and Board of Directors." The
Committee's filing went on to point out that "in the little more
than two years since Steven Straus was hired as CEO by the Board of
Directors in November 2006, LCA-Vision shares have decreased from
$32.71 to $3.12, the closing price on the day before we disclosed
our 11.4% position in a filing with the Securities and Exchange
Commission." The filing also disclosed that the Committee has a
plan to put the Company back on the path towards maximizing
stockholder value, leveraging the depth of its members' past
experience, both with the Company and in the laser correction
industry generally. The Committee reiterated its strong belief that
it is in LCA-Vision's best interest to change the Company's
leadership, both at the CEO and the Board level, by reconstituting
the Board with new Directors that have the right mix of skills and
experience to maximize the Company's value for the benefit of all
stockholders. The Committee's nominees to replace the existing
Board members include: Stephen N. Joffe, MD, FACS, age 66, is the
founder and former Chairman and Chief Executive Officer of
LCA-Vision, where he served as Chairman and CEO for over a decade.
He was the founder of LCA-Vision's corporate predecessor, Laser
Centers of America, Inc., and served as its Chairman of the Board
and Chief Executive Officer from its formation in 1985 until its
merger into LCA-Vision in 1995. In 1983, Stephen Joffe also founded
and served as Chairman of Surgical Laser Technologies, Inc. until
1989. He is presently the Chief Executive Officer of the Hearing
Foundation, Inc., a hearing company, and Co-Founder of Joffe
MediCenter LLC, a healthcare services company. In addition Dr.
Joffe is an Esteemed Quondam Professor of Surgery at the University
of Cincinnati Medical Center, an honor he has held since 1990. He
has held other medical faculty appointments at the Universities of
London, Glasgow and Cincinnati and fellowships in the American
College of Surgeons and the Royal College of Surgeons in Edinburgh
and Glasgow. He has published 170 articles in peer-reviewed and
scientific journals and authored 35 chapters for medical books as
well as written and edited several books on lasers and their
application to medicine and surgery. Jason Mogel, age 37, is a
partner with Spears & Imes LLP in New York, New York.
Previously, Mr. Mogel served as an Assistant Attorney General for
the State of Alaska from 2001 to 2004. Mr. Mogel has extensive
experience in complex litigation, risk assessment and corporate
governance. He holds a B.A. from Brandeis University, where he
graduated magna cum laude, and a J.D. from The Harvard Law School,
where he graduated cum laude. Robert Probst, age 57, is the Dean of
the College of Design, Architecture, Art, and Planning of the
University of Cincinnati. Prior to being appointed Dean of DAAP in
July 2008, Mr. Probst served as Director of the School of Design
since 2001, in addition to his responsibilities as a professor of
Graphic Design. Mr. Probst also served as a principal at Firehouse
Design Team from 1993 to 2006, and was a partner at Schenker,
Probst, Barensfeld from 1981 to 1993. Mr. Probst has served on the
Board of Directors of the International Society for Environmental
Graphic Design, and as President of its Education Foundation. In
1997, Mr. Probst was elected member of the Alliance Graphique
Internationale. Edward J. VonderBrink, age 64, is the owner of
VonderBrink Consulting LLC, which provides consulting services to
closely-held businesses with an emphasis on strategy, business
systems and processes and financial and succession planning. He
holds an active CPA license. Previously, he served as Director of
the Entrepreneurial Center at Xavier University from 2000 to 2004.
Prior to that, Mr. VonderBrink served in varying capacities during
a 33 year career at Grant Thornton LLP, including Managing Partner.
Mr. VonderBrink serves on the Board of Directors of Streamline
Health Solutions and on the board of advisors of several
closely-held businesses. Robert H. Weisman, age 67, is the
President of Great Water Partners LLC, a boutique investment bank
supporting emerging growth and middle market companies. Prior to
joining Great Water Capital Partners in 2001, he served as Managing
Director of McDonald Investments (now KeyBank) and as Managing
Director of Dain Rauscher (now RBC Capital Markets). Mr. Weisman
began his career as an attorney with Milbank, Tweed, Hadley &
McCloy in New York. Mr. Weisman received his B.A. with Honors in
Economics from Cornell University, his J.D. from The Harvard Law
School, and was a Fulbright Scholar at the University of Melbourne
in Australia. CERTAIN INFORMATION CONCERNING PARTICIPANTS On
January 16, 2009, The LCA-Vision Full Value Committee made 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 PRELIMINARY 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 CONSENT SOLICITATION
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD
BE DIRECTED TO THE PARTICIPANTS' SOLICITOR BY CALLING, TOLL-FREE,
(888) 750-5834. The participants in the consent solicitation are
Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason T.
Mogel, Robert Probst, Robert H. Weisman and Edward J. VonderBrink.
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. DATASOURCE: LCA-Vision Inc.
CONTACT: Lisa Blaker for LCA-Vision Inc., +1-513-600-1867
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