- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
February 20 2009 - 2:55PM
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
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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No. )
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Definitive
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Definitive
Additional Materials
o
Soliciting
Material Under Rule 14a-12
|
(Name
of Registrant as Specified in Its Charter)
|
|
STEPHEN
N. JOFFE
CRAIG
P.R. JOFFE
ALAN
H. BUCKEY
JASON
T. MOGEL
ROBERT
PROBST
EDWARD
J. VONDERBRINK
ROBERT
H. WEISMAN
THE
LCA-VISION FULL VALUE COMMITTEE
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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of Filing Fee (Check the appropriate box):
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and identify the filing for which the offsetting fee was paid
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number, or the form or schedule and the date of its filing.
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On
February 6, 2009, The LCA-Vision Full Value Committee (the “Committee”) made a
definitive 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 February 20, 2009, the following news story ran in the Business Courier of
Cincinnati:
Ex-auditor:
LCA errors rose under Straus
Business
Courier of Cincinnati - by Dan Monk Senior Staff Reporter
Laser eye
surgery firm LCA-Vision Inc. experienced a surge in treatment errors and
quality-control problems under the leadership of CEO Steven Straus, according to
the company’s former director of internal audit.
This is
the second time former internal auditor Ronald Matter has raised allegations
against Straus, his former boss. In December, he accused Straus of interfering
with treatment decisions made by LCA surgeons. Matter left the Blue Ash company
in September 2008 after a dispute over a 2007 bonus.
Matter is
a friend and neighbor of Craig Joffe, who is part of an investment group that’s
trying to take control of the company. The Joffe investment group is led by Dr.
Stephen Joffe, LCA’s founder and Craig’s father.
To
investigate the later claims by Matter, the Courier interviewed LCA physicians
and others and reviewed records. Two physicians, who asked not to be identified
because they feared retribution, confirmed elements of Matter’s
account.
Among
Matter’s allegations:
·
|
LCA
recorded 71 wrong treatments in the 18 months ended Oct. 31, 2008, triple
its annual average from 2004 through
2006.
|
·
|
An
LCA surgeon requested an emergency audit of a Chicago center last summer
after discovering what the surgeon claimed was a dirty operating room and
an uncertified technician assigned to operate a surgical
laser.
|
Matter
claims staffing changes and budget cuts, initiated by Straus, caused the
problems.
Straus
said Matter exaggerated the number of wrong treatments but would not provide
details. He said LCA is working with doctors to reduce error rates and improve
patient care.
“I don’t
believe our cost reduction efforts ... harmed the patient experience or clinical
outcomes,” he said.
According
to those interviewed, wrong treatments include cases where the wrong file was
used to treat patients or incorrect data was entered into the laser device prior
to surgery. In other cases, patients didn’t receive the treatment they
requested. On a statistical basis, the treatment errors represented less than
three-tenths of a percent of LCA surgeries.
The
Joffes are at the front end of a consent solicitation process, in which they are
asking investors to oust LCA’s current board and management. Investors have
until April 9 to cast their votes.
Matter
claims he has no financial interest in the shareholder fight and will not rejoin
the company if the Joffes take control. He said he’s raising concerns because
he’s convinced Straus is the wrong man for the job.
Straus
said wrong treatments were an issue for the company in 2007 and 2008. He said
one doctor was terminated because of a high error rate. But he said at least
part of the increase in treatment errors were the result of a cultural change
within the company that encouraged an open discussion of errors.
“We
wanted them to report it,” Straus said, “so we could address it.” He said the
company involved physicians and field managers in the budget-cutting process to
make sure patient care did not suffer.
Even as
it rejects Matter’s latest claims, LCA is leveling its own allegations against
its former auditor.
In a
nine-page letter in which it formally responds to Matter’s hotline complaint,
LCA Director John Hassan accused Matter of “contacting company personnel
and attempting to influence the testimony they gave to our counsel. Although we
are still considering whether you acted illegally in doing this, it is clear
that your actions were entirely inappropriate and not made in good
faith.”
dmonk@bizjournals.com
| (513) 337-9438
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
On
February 6, 2009, The LCA-Vision Full Value Committee made a definitive 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 CONSENT SOLICITATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY 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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