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LCA-Vision's Former Executive Management Urge Board of Directors to Immediately Call Special Shareholder Meeting to Approve Poison Pill

Wednesday, December 10, 2008 General News
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CINCINNATI, Dec. 9 Dr. Stephen Joffe, Craig Joffe, andAlan Buckey today filed an amendment to their Schedule 13D with the U.S.Securities and Exchange Commission. The group previously filed a 13Ddisclosing ownership of 11.4% of LCA-Vision, Inc. (Nasdaq: LCAV), whichoperates 77 LasikPlus fixed-site laser vision correction centers in 33 statesin the United States. Dr. Joffe is the founder and former Chairman and CEO ofLCAV. Craig Joffe is the former Chief Operating Officer and General Counselof LCAV, and Alan Buckey is the former Executive Vice President of Finance andChief Financial Officer of the Company. The three of them worked together asthe executive management team of LCAV (Nasdaq: LCAV) to grow the marketcapitalization of the Company well in excess of 1000% from 2003-2006.
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In a letter, dated December 9, 2008, to Tony Woods and the other membersof the Board of Directors of LCA-Vision, the group reiterated their "shock anddisappointment" at the Board's recent decision to adopt a "stockholder rightsplan," commonly known as a poison pill.
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In their letter to the Board, the group states, "We are disappointed thatLCA-Vision's Board did not ask shareholders to vote on the poison pill beforethe Board adopted it. Given the dire state of the Company, now is decidedlynot the time for alleged paternalism. We believe, however, there is asolution to this recent issue. We respectfully urge the Board to call aspecial shareholder meeting empowering shareholders to timely vote on thepoison pill. This special shareholder meeting would allow the Board ofDirectors and the executive management team an opportunity to more fullyexplain why they believe this poison pill is in fact in the best interests ofshareholders. In addition, it would provide an opportunity for shareholdersto timely agree or disagree, as the case may be, with the Board of Directorsand executive management team on the wisdom of their judgment. Needless tosay, with the Company burning approximately $2 million of cash per month andrevenues plummeting approximately 50%, when it comes to LCA-Vision, time isnot a luxury any of us can afford."

In addition to Mr. E. Anthony Woods, who in addition to serving asChairman of LCA-Vision, also serves as a Director of Cincinnati FinancialCorporation (CINF) and as a Director of Anchor Funding Services (AFNG.OB), theletter dated December 9, 2008, was also copied to Mr. William Bahl, who servesas Chairman of LCAV's Compensation Committee, Director and Chairman of theNominating Committee of the Board of Cincinnati Financial Corporation (CINF)and as President & Co-Founder of Bahl & Gaynor; Mr. John Gutfreund, who servesas Chairman of LCAV's Nominating and Governance Committee and on the Board ofDirectors of several over-the-counter traded companies, including GVISecurities Solutions (GVSS.OB); John Hassan, Chairman of LCAV's AuditCommittee; and Steven Straus, LCAV's CEO.

(The full text of the letter appears below)

About Dr. Stephen N. Joffe

Stephen N. Joffe, MD, FACS, age 65, is the founder and former Chairman andChief Executive Officer of LCA-Vision. He was the founder of LCA-Vision'scorporate predecessor, Laser Centers of America, Inc., and served as itsChairman of the Board and Chief Executive Officer from its formation in 1985until its merger into LCA-Vision in 1995. In 1983, Stephen Joffe also foundedand served as Chairman of Surgical Laser Technologies, Inc. until 1989. He ispresently the Chief Executive Officer of the Hearing Foundation, Inc., ahearing company, and Co-Founder of Joffe MediCenter LLC, a healthcare servicescompany. In addition Dr. Joffe is an Esteemed Quondum Professor of Surgery atthe 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 andthe Royal College of Surgeons in Edinburgh and Glasgow. He has published 170articles in peer-reviewed and scientific journals and authored 35 chapters formedical books as well as written and edited several books on lasers and theirapplication to medicine and surgery.

About Craig P.R. Joffe

Craig P.R. Joffe, age 36, was Interim Chief Executive Officer ofLCA-Vision from March 2006 through November 2006. He was appointed ChiefOperating Officer of LCA-Vision in September 2005, a position he held throughhis resignation in March 2008. He also served as Secretary of LCA Vision fromMarch 2003, when he joined the Company, until March 2008. He also served onthe Board of Directors of LCA-Vision from 2004 through March 2008, andpreviously served as a Director from 1995 to 1997. Prior to joiningLCA-Vision, Mr. Joffe served as Assistant General Counsel ofIAC/InterActiveCorp, a leading publicly traded interactive commerce company,from September 2000 to February 2003. Previously, Mr. Joffe, a graduate ofHarvard Law School and Columbia University, was a general practice associatein the New York and London offices of the law firm Sullivan & Cromwell forover three years, where he concentrated his practice on corporate financetransactions. Mr. Joffe is currently the Chief Executive Officer andCo-Founder of Joffe MediCenter LLC, a healthcare services company.

About Alan H. Buckey

Alan H. Buckey, age 50, was Executive Vice President of Finance and ChiefFinancial Officer for LCA-Vision from March 2000 to June 2008. He came toLCA-Vision from Pease Industries, a manufacturing company based in Fairfield,Ohio, where he served as Vice President, Finance from 1991 to February 2000.Prior to 1991, Mr. Buckey served as Chief Financial Officer of the HilltopCompanies, a contract laboratory research firm and as a senior manager withErnst & Young's Great Lakes Consulting Group. While at Ernst & Young, heserved as acting Chief Financial Officer of a start-up laser surgerymanagement company which was the predecessor of LCA-Vision. Mr. Buckey holdsa B.S. in Applied Science from Miami University and holds an M.B.A. in Financefrom the Wharton School, University of Pennsylvania. He is a Certified PublicAccountant.

As you and the Board of Directors are aware, we are major shareholders ofLCA-Vision, Inc. who feel financial, ethical, and reputationalresponsibilities to the Company and its shareholders to help save the Companyfrom its apparent path to self-destruction.

We previously communicated to you our initial shock and disappointment atthe Board's recent decision to adopt a "stockholder rights plan," commonlyknown as a poison pill. Our understanding of poison pills and similar typesof corporate governance maneuverings indicated that such actions are oftenassociated with Boards of Directors and executive management teams seeking toentrench themselves, protecting their positions and their compensation oftenat the expense of their shareholders and shareholder value.

We are disappointed that LCA-Vision's Board did not ask shareholders tovote on the poison pill before the Board adopted it. Given the dire state ofthe Company, now is decidedly not the time for alleged paternalism. Webelieve, however, there is a solution to this recent issue. We respectfullyurge the Board to call a special shareholder meeting empowering shareholdersto timely vote on the poison pill. This special shareholder meeting wouldallow the Board of Directors and the executive management team an opportunityto more fully explain why they believe this poison pill is in fact in the bestinterests of shareholders. In addition, it would provide an opportunity forshareholders to timely agree or disagree, as the case may be, with the Boardof Directors and executive management team on the wisdom of their judgment.Needless to say, with the Company burning approximately $2 million of cash permonth and revenues plummeting approximately 50%, when it comes to LCA-Vision,time is not a luxury any of us can afford.

Since announcing our investment in the Company, we have made repeatedattempts to help the Board initiate necessary changes at the Company. Withthe Board systematically ignoring our requests or remaining silent, to dateour requests feel as if they are falling on deaf ears. In fact, in our veryfirst meeting with yourself and Mr. Bahl when we initially extended our handin good faith to offer our help, we were literally told that the two of youwere "in listen only mode" and that you may or may not follow up with usregarding the matters raised in the meeting. We respectfully urge you not tolet this represent yet another time when our requests are ignored, yet anotheropportunity squandered. In the third quarter of 2008, we believe the Companyhad an adjusted EBITDA loss of approximately $2 million per month. Clearly,this is not the time to sit passive on the sidelines and blindly hope that thesituation improves. We respectfully call for a response from the Board by5:00 p.m. EST on Friday, December 12, 2008 to our request that the Board calla special shareholder meeting to approve the poison pill.Stephen N. Joffe Craig P. Joffe Alan H. Buckey 9560 Montgomery Road Cincinnati, OH 45242 VIA EMAIL & FEDERAL EXPRESS December 9, 2008 Mr. E. Anthony Woods, Chairman of the Board LCA-Vision, Inc. c/o LCA-Vision, Inc. 7840 Montgomery Road Cincinnati, Ohio 45236 Dear Tony:

SOURCE Steve Joffe
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