- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
February 24 2009 - 4:09PM
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
(Amendment
No. )
Filed by
the Registrant
¨
Filed by
a Party other than the Registrant
x
Check the
appropriate box:
o
Preliminary
Proxy Statement
¨
Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨
Definitive
Proxy Statement
x
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)
|
Payment
of Filing Fee (Check the appropriate box):
x
No
fee required.
¨
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3)
Per unit
price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨
Fee
paid previously with preliminary materials:
¨
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
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.
The
Committee is using the following presentation materials in connection with its
consent solicitation:
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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