- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 27 2009 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14-A
(Rule
14A-101)
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Filed by
the Registrant
þ
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
o
Preliminary Proxy
Statement
o
Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy
Statement
þ
Definitive Additional
Materials
o
Soliciting Materials Pursuant to
Section 240.14a.12
LCA-Vision
Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
þ
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required.
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table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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On
February 27, 2009, LCA-Vision Inc. released the following press
release.
Glass
Lewis Recommends Shareholders
Support
LCA-Vision
Board of Directors
And
Reject
All
Three Proposals by Dissident Joffe Group
Urges
LCA-Vision Stockholders to Vote GOLD
CINCINNATI (February 27, 2009)
– LCA-Vision Inc. (NASDAQ: LCAV) announces that Glass Lewis & Co., LLC, a
leading independent research and proxy advisory firm, today recommended that
LCA-Vision stockholders vote to retain the Company’s current Board of Directors
and reject all of the proposals, including the removal of the current Directors
and election of replacement Directors, in the Joffe Group’s consent
solicitation.
In short,
Glass Lewis recommends that LCA-Vision stockholders vote the GOLD card on all
three proposals.
In its
report, Glass Lewis concludes that:
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·
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The
incumbent directors of LCA-Vision are in the best position to guide the
Company during a turnaround period.
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·
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The
current management team has articulated a plan to enhance shareholder
value by: 1) preserving cash through cash and expense management; 2)
enhancing marketing strategies; 3) expanding the Company’s marketing
presence into new domestic markets; and 4) expanding the existing business
model into other complementary medical procedures and services through a
new Lifetime Vision model.
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·
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The
Joffe Group’s operations plan and business strategy as presented are
“particularly thin.”
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·
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Glass
Lewis cannot support the appointment of Stephen Joffe as a Director, in
light of accounting discrepancies at the Company during the tenure of
Joffe Group members Stephen Joffe, Craig Joffe and Alan Buckey as senior
executive officers of the Company.
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·
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The
Company, under Stephen Joffe’s leadership (and while Alan Buckey was CFO),
“was not effectively managing its financial reporting practices or lacked
internal accounting expertise.”
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·
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Edward
VonderBrink, as chairman of the audit committee at Streamline Health
Solutions, “has not performed that responsibility to the satisfaction of
the Streamline shareholders.”
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·
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The
remainder of the Joffe Group’s nominees do not “provide any unique or
necessary experience” that would benefit the
Company.
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·
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LCA-Vision’s
performance has been, on balance, in line with the Company’s closest
competitor.
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“We are
delighted that Glass Lewis has recommended that our stockholders reject all
three Joffe Group proposals, as it is consistent with our belief that current
management and the Board of Directors are diligently working in concert to build
stockholder value,” said Steven Straus, LCA-Vision chief executive
officer. “We have undertaken a multi-initiative plan that encompasses
all aspects of our business with the goals of transitioning to a sustainable
growth model, while managing our cash. We are realizing tangible
results of our plan as evidenced by our increase in market share to 11.9% in the
fourth quarter of 2008 from 10.5% in the third quarter. We believe we
are on the right track and urge our stockholders to vote for our current Board
and management team.”
Due to
the nature of the Consent process, your voting instruction is extremely
important and time sensitive. LCA-Vision urges all stockholders to
vote their GOLD cards to REVOKE CONSENT on all three
proposals. Please discard any proxy card that you receive from the
Joffe Group. If you have already voted to consent and wish to change
your vote, you have every right to revoke your consent and vote the GOLD
proxy. Only the latest dated card counts.
LCA-Vision
filed its Definitive Consent Revocation Statement (“Consent Revocation
Statement”) with the Securities and Exchange Commission on Monday, February 9,
2009, and copies of the Consent Revocation Statement with a GOLD Consent
Revocation Card were mailed to stockholders beginning February 10,
2009. The Consent Revocation Statement can be obtained immediately
from the SEC’s website at the following link:
http://idea.sec.gov/Archives/edgar/data/1003130/000114420409006021/v139094_defc14a.htm
or from
the Investor Relations section of the Company’s website at www.lasikplus.com
and
www.lca-vision.com. Copies
of the Consent Revocation Statement and consent revocation card may also be
obtained from Georgeson Inc.
Additional
Information:
Georgeson
Inc. has been retained by LCA-Vision as consent revocation solicitation agent.
Stockholders with questions are encouraged to call Georgeson toll-free
1-800-457-0109
. Copies of the
Company’s Consent Revocation Statement, and any other documents filed by
LCA-Vision with the SEC in connection with the consent solicitation can be
obtained free of charge from the SEC’s website at
www.sec.gov
, from the
Company’s website at www.lasikplus.com and www.lca-vision.com., or from
Georgeson.
About
LCA-Vision Inc./Lasik
Plus
®
LCA-Vision
Inc., a leading provider of laser vision correction services under the
Lasik
Plus
®
brand,
operates 75 Lasik
Plus
®
fixed-site laser vision correction centers in 32 states and 57 markets in the
United States and a joint venture in Canada. Additional company information is
available at
www.lca-vision.com
and
www.lasikplus.com
.
Earning
Trust Every Moment.
Transforming
Lives Every Day.
For
Additional Information
|
Company
Contact:
Barb Kise
LCA-Vision Inc.
|
Investor Relations
Contact:
Jody
Cain
Lippert/Heilshorn
& Associates
310-691-7100
|
# # #
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