- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
January 16 2009 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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Definitive
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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(Name
of Registrant as Specified in Its Charter)
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STEPHEN
N. JOFFE
CRAIG
P.R. JOFFE
ALAN
H. BUCKEY
THE
LCA-VISION FULL VALUE COMMITTEE
|
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Filed:
On
January 16, 2009, The LCA-Vision Full Value Committee (the “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 LCA-Vision Inc., a Delaware corporation (the “Company”), in
connection with seeking to remove and replace the current members of the Board
of Directors of the Company.
Item 1:
On January 16, 2009, the Committee issued the following press
release:
The
LCA-Vision Full Value Committee Files Preliminary Consent Solicitation Statement
to Reconstitute the Board of Directors of LCA-Vision Inc.
Seeks
to Remove and Replace the Current Board of Directors with Its Five Highly
Qualified Director Candidates
Friday
January 16, 2009, 12:55 pm EST
CINCINNATI--(BUSINESS
WIRE)--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. (NasdaqGS:
LCAV
-
News
) (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 (NASDAQ:
STRM
-
News
) 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.
Item 2: On January 16, 2009, the following news story ran in the Business
Courier of Cincinnati:
Money
flows for LCA board, if not shareholders
While
shareholder wealth evaporated in the last two years, board pay soared at
LCA-Vision Inc., bringing a new round of criticism from dissident shareholders
who last fall acquired an 11 percent stake in the company.
Regulatory
filings indicate non-employee directors of LCA-Vision revised their compensation
in June 2006, doubling annual fees to $40,000 in cash and unrestricted stock and
introducing an annual restricted-stock award worth up to
$75,000. Chairman E. Anthony Woods was paid nearly $800,000 for his
board service in the last two years. While 2008 pay hasn’t been
disclosed yet, filings indicate Woods’ chairman fees increased to $125,000 per
quarter in 2008.
“We
believe this is a story of excessive board and management compensation in the
context of a company in which performance has been abysmal. Directors
have enriched themselves while shareholders, physicians and employees have
suffered,” said Craig Joffe, a former executive with LCA and the son of its
founder, Dr. Stephen Joffe.
The
Joffes have pushed for board seats and management positions at
LCA. Company officials have urged shareholders to support their own
“prudent and achievable strategic plan to return the company to
profitability.” The board passed a “stockholder rights plan” in
November to make it harder to take control of the company.
Calls
placed to board members Woods, John Gutfreund and William Bahl were not
returned. An LCA spokesman did not respond to an e-mail request for
information about board pay.
Regulatory
filings and an internal e-mail obtained by the
Business Courier
indicate
LCA-Vision’s board was revising its compensation policies in spring 2006, when
LCA’s stock price hit an all-time high of $58 per share. Bahl
indicated his exuberance over the future when he urged members of the
compensation committee to “think big” on “board comp” in the March 2006
e-mail. The message was punctuated by three exclamation points and
two smiley-face symbols.
LCA-Vision
executives could not be reached for comment.
HOW
PAY COMPARES
The
company’s total compensation for non-employee directors in 2007
reached. $832,000, a 10-fold increase over 2005. That’s
nearly double what the board makes at TLC Vision Corp., a rival surgical company
about one-tenth the size of LCA-Vision in sales and market
capitalization.
Two of
LCA’s directors, Woods and Bahl, also serve as directors for Cincinnati
Financial Corp., which paid 13 directors an average of $101,000 in
2007. LCA’s average board pay was $138,000. With a market
cap of $4.3 billion, Cincinnati Financial is about 45 times larger
than LCA.
But the
comparison that matters most is board pay to shareholder return, said Neil
Minow, editor and co-founder of the Corporate Library, which tracks compensation
and rates companies on corporate governance.
“If pay
goes up while performance goes down, that’s a bad sign,” said Minow, who
criticized LCA’s board as “very small.”
Minow
declined to take sides in the ongoing dispute between Joffe and the management
team that replaced him, but she said directors will have to respond in greater
detail than they have.
“The
insiders are going to have to come up with a better strategy than circling the
wagons,” she said. “They have to make a very strong case to
shareholders that they can do better.”
[TABLE
APPEARING IN ARTICLE]
MONEY
MAKERS
2007
compensation for the LCA-Vision Inc. board of directors
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E. Anthony Woods
(chairman)
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$120,000
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$195,978
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$315,978
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William
Bahl
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$25,000
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$70,982
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$95,982
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Thomas
Cody
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$25,000
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$70,982
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$95,982
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John
Gutfreund
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$20,000
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$70,982
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$90,982
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John
Hassan
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$30,000
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$70,982
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$100,982
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David
Whiting
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$0
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$22,381
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$110,000
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$132,381
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Source:
Annual proxy statement to shareholders
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.
Contact:
For The
LCA-Vision Full Value Committee
and
Stephen N. Joffe
Lisa
Blaker, 513-600-1867
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