SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 1997
LCA-VISION INC.
(Exact name of Registrant as specified in its Charter)
Delaware 0-27610 11-2882328
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
7840 Montgomery Road, Cincinnati, Ohio 45236
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 792-9292
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 23, 1997, the Registrant issued the attached press release
announcing its execution of an agreement to acquire all of the
outstanding stock of Summit Technology, Inc.'s Refractive Centers
International, Inc.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information
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<TABLE>
LCA-Vision Inc.
Pro Forma Financial Position
Summit Vision Centers Acquisition
(unaudited)
<CAPTION>
30-Jun-97
LCAV Acquisition Pro Forma
Estimate of RCII Combined
Assets
<S> <C> <C> <C>
Current Assets
Cash 1,208,600 10,000,000 11,208,600
Accounts receivable, net 1,356,600 1,356,600
Inventory 277,300 277,300
Prepaid expenses 766,200 766,200
Deferred pre-opening costs -- --
Other 163,600 163,600
Total current assets 3,772,300 10,000,000 13,772,300
Receivables, non-current 197,500 197,500
Property &
equipment, net 9,068,600 15,000,000 24,068,600
Other assets 591,700 13,401,800 13,993,500
Investment in affiliates 237,800 237,800
Total assets 13,867,900 38,401,800 52,269,700
Liabilities & Equity
Current liabilities
Accounts payable 431,800 431,800
Line of credit 6,907,000 6,907,000
Current portion of
long-term debt 837,300 837,300
Accrued liabilities 1,130,000 1,130,000
Deferred revenue 209,900 209,900
Total current
liabilities 9,516,000 9,516,000
Capital lease
obligations 1,620,200 1,620,200
Mortgage & notes payable 2,873,500 2,873,500
Notes payable-
shareholders 1,500,000 1,500,000
Equity
Preferred stock 2,521,700 2,521,700
Common stock 78,900 17,100 96,000
Additional paid-in
capital 3,203,500 38,384,700 41,588,200
Retained deficit (7,445,900) (7,445,900)
Total equity (1,641,800) 38,401,800 36,760,000
Total liabilities
& equity 13,867,900 38,401,800 52,269,700
/TABLE
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(c) Exhibits
Exhibit No. Description Page
99.1 Press Release dated July 23, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
LCA-VISION INC.
Date: July 24, 1997 By: _________________________________
Larry P. Rapp
Chief Financial Officer
Exhibit 99.1
Contacts: Dr. Stephen Joffe, CEO
LCA-Vision Inc.
(513) 792-9292
Joel Pomerantz
The Dilenschneider Group
(212) 922-0900
LCA-VISION TO ACQUIRE ALL OF THE STOCK OF
SUMMIT TECHNOLOGY'S RCII SUBSIDIARY
CINCINNATI, July 23 -- LCA-Vision Inc. (NASDAQ:LCAV), a leading
competitor in the fast-growing refractive laser vision correction
sector, today agreed to acquire all of the outstanding stock of
Summit Technology, Inc.'s (NASDAQ:BEAM) Refractive Centers
International, Inc. (RCII) subsidiary in exchange for 17 million
shares of LCA-Vision common stock.
The agreement provides that RCII will have a cash balance of $10
million at closing. It is also subject to regulatory approval under
the terms of the Hart Scott Rodino Act.
When the deal is completed, LCA-Vision will have a total of 43 laser
vision correction locations in the U.S., Canada, and Europe
including 19 free-standing centers formerly owned and operated by
RCII and six additional "centers of excellence" located at
prestigious university medical centers/hospitals.
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