As filed with the Securities and Exchange Commission on
July 6, 1998.
Registration No. 333-56011
__________________________________________________________________
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
LCA-VISION INC.
(Exact name of registrant as specified in its charter)
Delaware 11-288328
(State or other 7840 Montgomery Road (I.R.S. Employer
jurisdiction of Cincinnati, Ohio 45236 Identification No.)
incorporation or (513) 792-9292
organization)
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
________________
Stephen N. Joffe
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
(513) 792-9292
Fax: (513) 792-5620
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_________________
Copy to:
Charles F. Hertlein, Jr.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
Fax: (513) 977-8141
Approximate date of commencement of proposed sale to the public;
As soon as practicable after this Registration Statement becomes
effective.
_________________
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ___
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than the securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. _X_
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Each Class of Maximum Aggregate
Securities to Amount to be Offering Price Offering Amount of
be Registered Registered(1) Per Share Price Registration
_____________ _____________ _________ ________ ____________
Common Stock, 7,560,000 $3.4695(2) $26,229,420 $7,948.31
$.001 par
value
(1) Also includes an indeterminate number of shares of Common Stock
that may become issuable to prevent dilution resulting from stock
splits, stock dividends and conversion price or exercise price
adjustments, which are included pursuant to Rule 416 under the
Securities Act of 1933, as amended.
(2) Estimated pursuant to Rule 457(g) solely for the purpose of
calculating the amount of the registration fee.
_______________
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
__________________________________________________________________
<PAGE>
PROSPECTUS
7,560,000 Shares
LCA-VISION INC.
Common Stock
_______________
Certain selling shareholders (the "Selling Shareholders") are
offering for sale pursuant to this Prospectus up to 7,560,000 shares
(the "Shares") of the common stock, $.001 par value ("Common Stock")
of LCA-Vision Inc. (the "Company"). All but one of the Selling
Shareholders are eligible to receive their shares of Common Stock
registered hereby by converting shares of the Company's 6% Series
B-1 Convertible Preferred Stock ("Series B-1 Stock") pursuant to a
Convertible Preferred Stock Purchase Agreement between the Company
and certain Selling Shareholders, dated May 8, 1998 ("Purchase
Agreement"). The remaining Selling shareholder received its shares
of Common Stock in connection with certain investment banking
services provided to the Company. See "Recent Developments" and
"Selling Shareholders."
The Shares may be sold without limitation from time to time by
the Selling Shareholders (or their pledgees or donees) in one or
more transactions (which may include block transactions in the
Nasdaq SmallCap Market), in negotiated transactions or otherwise, at
prices then prevailing or at negotiated prices. The Selling
Shareholders may effect such transactions without limitation by
selling Shares directly to purchasers or to or through
broker-dealers which may act as agents or principals. See "Plan of
Distribution." Such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principal,
or both. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to
participate. Commissions or discounts which may be received by
brokers or dealers are not expected to exceed those customary in the
type of transactions involved. The Selling Shareholders and any
persons who act as broker-dealers in connection with the sale of the
Shares offered hereby might be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by
them, and any profit on the resale of the Shares as principal, may
under certain circumstances be deemed to be underwriting discounts
and commissions under the Securities Act. See "Selling
Shareholders" and "Plan of Distribution."
All expenses of registration of the Shares under the Securities
Act and applicable state laws will be borne by the Company. Any
commission expenses and brokerage fees, the fees of counsel to the
Selling Shareholders and any applicable taxes are payable
individually by the Selling Shareholders.
The Common Stock is traded on the over-the-counter and quoted
on the Nasdaq SmallCap Market under the symbol "LCAV". On July 1,
1998, the closing price of the Common Stock on the Nasdaq SmallCap
Market was $3.25 per share.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________
The date of this Prospectus is July 6, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
concerning the Company can be inspected and copied at the Public
Reference Room of the Commission, Room 1024, 450 Fifth Street, NW,
Washington, D.C. and at the Commission's regional offices at 500
West Madison Street, 14th Floor, Chicago, Illinois 60661 and Two
World Trade Center, Suite 1300, New York, New York 10048. Copies of
this material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, NW, Washington, D.C. 20549, at
prescribed rates. The Commission also maintains an Internet website
at http://www.sec.gov from which copies of documents electronically
filed with the Commission may also be obtained. The Company Common
Stock trades on the Nasdaq SmallCap Market, and reports and other
information regarding the Company can be inspected at such market.
The Company has filed with the Commission in Washington, D.C.,
a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act, with respect to the Shares offered by this
Prospectus. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits thereto. For
further information with respect to the Company and the Shares,
reference is made to the Registration Statement and the exhibits
incorporated therein by reference or filed as a part thereof.
Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement
or other document filed or incorporated by reference as an exhibit
to the Registration Statement, reference is made to the exhibit for
a complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are hereby incorporated by reference: (i) Annual Report
on Form 10-KSB for the year ended December 31, 1997; (ii) Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998; (iii)
Proxy Statement dated April 21, 1998; and (iv) Current Report on
Form 8-K dated June 29, 1998.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Shares covered by this Prospectus shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a Prospectus is delivered upon written or oral request of such
person, a copy of any or all documents incorporated herein by
reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for copies should be directed to Larry P.
Rapp, Chief Financial Officer, LCA-Vision Inc., 7840 Montgomery
Road, Cincinnati, Ohio 45236, telephone (513) 792-9292.
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ii
FORWARD-LOOKING STATEMENTS iii
THE COMPANY 1
RISK FACTORS 1
RECENT DEVELOPMENTS 5
SELLING SHAREHOLDERS 6
PLAN OF DISTRIBUTION 7
DESCRIPTION OF SECURITIES 7
SHARES OF COMPANY COMMON STOCK ELIGIBLE FOR FUTURE SALE;
POTENTIAL FOR DILUTION 8
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS 9
LEGAL MATTERS 9
EXPERTS 9
No person is authorized to give any information or make any
representations other than those contained or incorporated by
reference in this Prospectus, in connection with the offering
referred to herein and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy
the securities registered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or
incorporated by reference herein is correct as of any time
subsequent to its date.
FORWARD-LOOKING STATEMENTS
This Prospectus contains "forward-looking statements" that
include statements regarding the intent, belief or current
expectations of the Company, its directors or its executive officers
with respect to, among other things: (i) trends affecting the
Company's financial condition or results of operations; (ii) the
Company's business and growth potential; (iii) various risk factors;
and (iv) pro forma financial data. Prospective investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of
various factors. Important factors that could cause such
differences are identified under "Risk Factors" below.
THE COMPANY
LCA-Vision Inc. (the "Company") is a leading developer and
operator of free-standing laser refractive eye surgery centers in
the U.S. The Company's centers (the "Centers") offer laser
refractive eye surgery procedures for treatment of nearsightedness
and other eye conditions. They include photorefractive keratectomy
("PRK") and laser in situ keratomileusis ("LASIK") (PRK and LASIK
are referred to collectively as "Laser Refractive Surgery").
RISK FACTORS
The following factors, any of which could have a material
adverse effect on the Company, should be carefully considered in
evaluating the Company and its business:
Limited Operating History and Losses from Operations; Uncertainty of
Future Profitability
In October 1995, the United States Food and Drug Administration
(the "FDA") first approved the use of the excimer laser for
treatment of nearsightedness in the U.S. Consequently, neither the
Company nor any other entity has more than approximately two and a
half years' experience in the operation and management of Laser
Refractive Surgery centers or in the marketing of Laser Refractive
Surgery procedures to the general public in the U.S. The Company
first opened Laser Refractive Surgery Centers in the U.S. in 1996,
and since that time, the Company's Laser Refractive Surgery
operations have not been profitable. There can be no assurance that
recent capital infusions, acquisitions, related management changes
or the market for the Company's services will cause the Company to
become profitable overall, or that, if achieved, profitability will
be sustained. To the extent the Company cannot achieve profitable
operations of its Centers, the Company could fail to timely meet its
obligations when they come due. In such event, if the Company's
creditors sought to satisfy amounts owed them, these actions could
have a material adverse effect on the Company's business, financial
condition and results of operations.
Uncertainty of Market Acceptance
The commercial market for Laser Refractive Surgery in the
United States is relatively new, and there can be no assurance that
the populations, in the various geographical sites where the Company
operates or may in the future operate Laser Refractive Surgery
Centers, will choose to undergo such procedures in sufficient
quantities to ensure the profitability or long-term viability of the
Company. The cost of the procedures, effectiveness of conventional
eye correction methods such as eyeglasses and contact lenses,
general resistance to surgery, availability of other surgical
techniques, the relatively short history of Laser Refractive Surgery
in the U.S. and any possible unknown long-term side effects, the
resistance by the general population to accept laser ophthalmic
procedures and a low level of third-party payor reimbursement for
elective Laser Refractive Surgery may all contribute to Laser
Refractive Surgery not achieving broad market acceptance which would
have a material adverse effect on the Company's business, financial
condition and results of operations.
Control
Summit Technology, Inc. ("Summit") and Stephen N. Joffe, M.D.
beneficially own, or control in the aggregate, 23,688,691 shares of
Company Common Stock representing approximately 64.223% of such
shares, (prior to conversion of the Series B-1 Stock and, if issued,
Series B-2 Stock described below; see "Recent Developments -
Placement of Series B-1 and B-2 Stock"). Such holdings include
8,527,358 shares owned outright by Stephen N. Joffe, M.D., the
President and a director of the Company, and an additional 7,922,377
shares of which Stephen N. Joffe, M.D. could be deemed to have
beneficial ownership. Pursuant to a Shareholders' Agreement, dated
August 18, 1997 Summit and Dr. Joffe (and certain family members)
placed certain individuals on the Board and agreed in the future to
vote for certain designated nominees as directors of the Company and
to a procedure for selecting alternate nominees if any of the
designated nominees are unable or unwilling to serve as director.
Potential Volatility of Stock Price
The market price of the Company Common Stock historically has
been subject to substantial price volatility. Such volatility may
recur in the future due to overall market conditions or
business-specific factors such as the Company's ability to
effectively penetrate the market, new technological innovations and
products, changes in government regulations, public concerns with
regard to safety and efficacy of various medical procedures, the
issuance of new or changed stock market analyst reports and
recommendations, the Company's ability to meet analysts'
projections, fluctuations in the Company's financial results or
other unforeseen factors. In addition, the Company Common Stock
could experience extreme fluctuations in market price that are
wholly unrelated to the operating performance of the Company.
Shares Eligible for Future Sale
The Company previously registered 9,901,218 shares of Company
Common Stock for distribution by Summit to its shareholders and for
their resale of such shares, and for resales by certain other
individuals who received such shares in connection with the
Company's August 18, 1997 acquisition of all of the issued and
outstanding shares of common stock of Summit's subsidiary,
Refractive Centers International, Inc. In addition, Summit and the
Company have entered into a Registration Rights Agreement pursuant
to which Summit has the right, to demand that the Company register
under the Securities Act of 1933 the remaining 7,164,361 shares of
Company Common Stock owned by Summit, to enable Summit to sell such
shares on any date after May 17, 1998. To date, Summit has not yet
demanded such registration. However, should Summit require such
registration, its sale of all or part of these shares, and the
timing and amount of such sale(s), may negatively affect the trading
price of the Company Common Stock. Further, the Company previously
registered 19,145,798 shares of Company Common Stock for resale by
Stephen N. Joffe, M.D., his wife, Sandra F.W. Joffe, and his son,
Craig P.R. Joffe (such three family members collectively, the "Major
Shareholders"). There is no restriction on the timing of the
disposition, or the amount of sales, of these shares. Consequently,
sales of Company Common Stock by Summit and the Major Shareholders
may have a similar negative effect.
Potential Side Effects and Long-Term Results of Laser Refractive
Surgery
Concerns with respect to the safety and efficacy of the
performance of refractive procedures with excimer lasers include
predictability and stability of results and potential complications
or side effects including the following: post-operative pain;
corneal haze during healing (an increase in light scattering
properties of the cornea); glare/halos (undesirable visual
sensations produced by bright lights); decrease in contrast
sensitivity (diminished vision in low light); temporary increases in
intraocular pressure in reaction to post-procedure medication;
modest fluctuations in astigmatism and modest decreases in best
corrected vision (i.e. with eyeglasses); loss of fixation during the
procedure; unintended over- or under-corrections; instability,
reversion or regression of effect; corneal scars (blemishing marks
left on the cornea); corneal ulcers (inflammatory lesions resulting
in loss of corneal tissue); and corneal healing disorders
(compromised or weakened immune system or connective tissue disease
which causes poor healing). There can be no assurance that
additional complications will not hereafter be identified which may
materially and adversely affect the safety and efficacy of excimer
laser systems for performing refractive procedures, which may
negatively affect the FDA approval of the excimer laser, the market
acceptance of such procedures and/or lead to product liability or
other claims against the Company.
<PAGE>
Technological Change
Newer technologies, techniques or products for the treatment of
refractive vision disorders could be developed with better
performance than the excimer lasers used by the Company. The
availability of new and better ophthalmic laser technology or other
surgical or non-surgical methods for correcting refractive vision
disorders could have a materially adverse impact on the business of
the Company's Laser Refractive Surgery centers that utilize the
excimer laser. If the Company wishes to utilize such new ophthalmic
laser or other technology in its Laser Refractive Surgery centers,
the Company may not have access to sufficient funds to make the
capital expenditures required to acquire such technology.
Dependence on Key Personnel
The departure of any of the members of senior management,
especially Stephen N. Joffe, M.D., could materially adversely affect
the Company's ability to meet its strategic and financial
objectives. None of the Company's employees has an employment
contract.
Competition
Laser Refractive Surgery competes with other surgical and
non-surgical treatments for refractive disorders, including
eyeglasses, contact lenses, other types of refractive surgery (such
as radial keratotomy) and other technologies currently under
development. Among providers of Laser Refractive Surgery,
competition will come from entities similar to the Company and from
hospitals, hospital-affiliated group entities, physician group
practices and private ophthalmologists that, in order to offer Laser
Refractive Surgery to patients, purchase or rent excimer lasers.
Suppliers of conventional vision correction alternatives (eyeglasses
and contact lenses), such as optometry chains, also may compete with
the Company by purchasing laser systems and offering Laser
Refractive Surgery to their customers. There can be no assurance
that the Company's management, operation and marketing plans are or
will be successful in meeting this variety of competition. If more
providers offer Laser Refractive Surgery in a given geographic
market, the price the Company can charge for procedures may
decrease. There can be no assurance that any reduction in per
procedure fees that may result from increased competition will be
compensated for by an increase in procedure volume. Further, there
can be no assurance that the Company's competitors' access to
capital and/or financing will not give these competitors an
advantage against the Company.
Reliance on Suppliers of Laser Equipment
The Company is not directly involved in the research,
development or manufacture of ophthalmic laser systems, and is
dependent on unrelated manufacturers for its supply of ophthalmic
lasers. There are two companies, Summit and VISX, Inc. ("VISX")
whose excimer laser systems have been approved by the FDA for
commercial sale in the U.S. If Summit and/or VISX were for any
reason to discontinue commercial sale of ophthalmic lasers in the
U.S., the Company would be limited in its ability to operate new and
existing Laser Refractive Surgery centers.
Government Regulation
The Company and its operations are subject to extensive
federal, state and local laws, rules and regulations affecting the
health care industry and the delivery of heath care. These include
laws and regulations, which vary significantly from state to state,
prohibiting the practice of medicine and optometry by persons not
licensed to practice medicine and optometry, prohibiting unlawful
rebates and division of fees, and limiting the manner in which
prospective patients may be solicited. Further, contractual
arrangements with hospitals, surgery centers, ophthalmologists and
optometrists, among others, are extensively regulated by state and
federal law.
Failure to comply with applicable FDA requirements could
subject excimer laser manufacturers and the Company to enforcement
action, including product seizures, recalls, withdrawal of approvals
and civil and criminal penalties, any one or more of which could
have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, clearances or
approvals could be withdrawn in appropriate circumstances. Failure
of the Company or its principal suppliers to comply with regulatory
requirements, or any adverse regulatory action, could result in a
limitation on or prohibition of the Company's use of excimer lasers
which in turn would have a material adverse effect on the Company's
business, financial condition and results of operations. Discovery
of problems, violations of current laws or future legislative or
administrative action in the United States or elsewhere may
adversely affect the manufacturers' ability to obtain regulatory
approval of laser equipment. Furthermore, the failure of VISX,
Summit or any other manufacturers that supply or may supply excimer
lasers to the Company to comply with applicable federal, state, or
foreign regulatory requirements, or any adverse regulatory action
against such manufacturers, could limit the supply of lasers or
limit the ability of the Company to use the lasers.
Litigation
The Company is involved in certain litigation arising out of
closure of its Manhattan center. The plaintiff has alleged breaches
of various agreements, as well as fraud and the usurpation of a
business opportunity, and has demanded not less than $4.5 million of
compensatory damages and not less than $2 million of punitive
damages and certain equitable remedies. The Company believes the
plaintiff's claims are without merit and intends to vigorously
defend this suit.
Also, the Company's wholly-owned subsidiary Toronto Laservision
Centre (1992) Inc. is a named party in a claim filed March 27, 1997
in the Ontario Court (General Division). The plaintiff is seeking
CN $5 million plus attorney fees for damages to her right eye
resulting from a LASIK procedure performed in March 1996. The
Company has filed a Statement of Defense and a Third Party Claim
against the manufacturer or distributor of the LASIK machinery
utilized during the procedure. The Company intends to vigorously
defend this suit.
The Company is also a defendant, or has been threatened with
litigation, in various situations arising out of its closure in 1997
of a number of unprofitable centers and its reduction in the number
of employees. The Company considers these matters to be routine to
its business and, to date, not material. There can be no
assurance, however, that one or more of these matters will not
become material in the future.
Good Relations with Physicians
The Company relies on good relationships with physicians who
perform Laser Refractive Surgery procedures at its Centers. The
inability of the Company to continue its relationships with these
physicians, or to find comparable replacements in the event of a
termination of any significant number of such relationships, could
have a material adverse effect on the Company's business, financial
condition and results of operation.
Legislative Change for the Health Care Industry
Numerous legislative proposals have been introduced in Congress
and in various state legislatures over the past several years that
would, if enacted, effect major reforms of the U.S. health care
system. The Company cannot predict whether any of these proposals
will be adopted and, if adopted, what impact such legislation would
have on the Company's business.
Potential Liability and Insurance
While the Company has secured medical malpractice insurance and
requires physicians using its facilities to provide evidence of
insurance, there can be no assurance that the amounts of such
coverage will be sufficient to satisfy claims against the Company or
that liability insurance will continue to be available to the
Company or practitioners performing procedures at the Company's
Laser Refractive Surgery centers. Performance of Laser Refractive
Surgery procedures could expose the Company to claims of negligence,
malpractice or other forms of liability. Further, use of laser
systems in the Company's Laser Refractive Surgery centers may give
rise to claims against the Company resulting from laser-related
injury. While the Company believes that any claims alleging defects
in the laser systems it purchases from its suppliers would be
covered by such suppliers' product liability insurance there can be
no assurance that the Company's laser suppliers will continue to
carry product liability insurance or that any such insurance will be
adequate to protect the Company.
Renewal of Contracts
There can be no assurance that any of the Company's contracts
for the management of multi-specialty surgery programs that expire
in the future will be renewed or, if they are renewed, that the
terms will be as favorable to the Company as the existing contracts.
The Company no longer actively seeks contracts for this declining
line of business.
Corporate Practice of Medicine and Optometry
Certain states including New York and California prohibit the
Company from practicing medicine, employing physicians to practice
medicine on the Company's behalf or employing optometrists to render
optometry services on the Company's behalf. Since the Company does
not intend to practice medicine or optometry, its activities will be
limited to establishing Laser Refractive Surgery centers and other
affiliations with health care providers at which professionals may
render eye care services, including Laser Refractive Surgery.
Accordingly, the success of the Company's operations as an eye care
provider in such states depends upon its ability to enter into
agreements with health care providers, including institutions,
independent physicians and optometrists, to render surgical and
other professional services at facilities owned or managed by the
Company. There can be no assurance that the Company will be able to
enter into such agreements with health care providers on
satisfactory terms or that such agreements will be profitable to the
Company. See "Risk Factors - Government Regulation."
RECENT DEVELOPMENTS
The following is a description of certain recent developments
that occurred after the filing of the Company's most recent annual
report on Form 10-KSB filed with the Securities and Exchange
Commission, which is incorporated by reference in this Prospectus,
and should be read in conjunction with such incorporated filing.
Placement of Series B-1 and B-2 Stock
All but one of the Selling Shareholders purchased a total of
10,000 shares of Series B-1 Stock for an aggregate purchase price of
$10,000,000. Pursuant to the Purchase Agreement, the Selling
Shareholders also have the option to purchase 5,000 shares of the
Company's 6% Series B-2 Convertible Preferred Stock ("Series B-2
Stock") for an aggregate purchase price of $5,000,000, which option
may be exercised between November 11, 1998 and May 11, 1999 upon the
election by holders of a majority of shares of the Series B-1 Stock
and upon the occurrence of certain conditions. The rights,
preferences and privileges of Series B-1 Stock are governed by a
Certificate of Designation, filed on May 7, 1998 (as corrected on
May 11, 1998 and May 12, 1998) by the Company with the Delaware
Secretary of State. In the event the Selling Shareholders which
purchased Series B-1 Stock exercise their option to purchase Series
B-2 Stock, the rights, preferences and privileges of Series B-2
Stock will be governed by a separate Certificate of Designation to
be filed with the Delaware Secretary of State. The Series B-2
Certificate of Designation will be identical in all respects to the
Series B-1 Certificate of Designation, as corrected, except as to
the original issuance date which affects conversion
pricing as described below.
Each share of Series B-1 Stock is convertible into that number
of shares of Common Stock of the Company determined by multiplying
such share by $1,000 (plus the amount of any accrued but unpaid
dividends other than dividends of Common Stock) and dividing the
result by a conversion price equal to the lesser of (i) 125% of the
closing bid price on the trading day preceding original issuance of
such shares of Series B-1 Stock, or (ii) the average of the lowest
closing bid prices on any four of the 22 trading days immediately
preceding conversion of such shares of Series B-1 Stock, subject to
adjustment as described in the Certificate of Designation for Series
B-1 Stock. The Company expects that if the Selling Shareholders
owning shares of Series B-1 Stock exercise their option to purchase
up to 5,000 shares of Series B-2 Stock, the Company will file a
Certificate of Designation for the Series B-2 Stock which shall
establish respective rights, preferences and privileges for Series
B-2 Stock identical to the Series B-1 Stock, with equal priority
with regard to dividends, liquidation, voting rights and any other
preferential rights of the Series B-2 Stock, except that the price
of conversion for Series B-2 Stock shall be determined by reference
to the issue date of the Series B-2 Stock. However, pursuant to the
Purchase Agreement, each Selling Shareholder owning Series B-1 Stock
has agreed to restrict its ability to convert shares of Series B-1
Stock and Series B-2 Stock (and receive shares of Common Stock in
payment of dividends thereon) to the extent that the number of
shares of Common Stock held by it and its affiliates after such
conversion exceeds 4.999% of the then issued and outstanding shares
of Common Stock following such conversion.
The maximum number of Shares offered hereby was determined in
accordance with the Company's estimate of the maximum number of
shares of Common Stock into which the Series B-1 Stock may be
converted based on events which the Company believes are reasonably
foreseeable, assuming conversion of all outstanding Series B-1
Stock. The actual number of shares of Common Stock into which the
Series B-1 Stock may be converted could be more or less than the
maximum number of Shares offered hereby.
Donaldson, Lufkin & Jenrette Securities Corporation Shares
On May 4, 1998, the Company issued 200,000 shares of its common
stock to the remaining Selling Shareholder, Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") as compensation for certain
investment banking services related to the acquisition of Refractive
Centers International, Inc.
Certain Transactions
The Company's President, Stephen N. Joffe, is the owner of The
LCA Center for Surgery (the "Surgery Center"), which leases one
floor of the Company's headquarters building in Cincinnati, Ohio.
The Surgery Center was the owner of extensive leasehold
improvements to the leased space, with a cost basis of approximately
$1,080,500. In May 1998, the Company acquired ownership of the
leasehold improvements in exchange for its assumption of outstanding
bank debt (and accrued interest) of the Surgery Center in the
approximate total amount of $966,352.
Banking Relationship
On June 29, 1998 the Company terminated its revolving credit
facility with The Fifth Third Bank and obtained a new $8 million
revolving credit facility from The Provident Bank, at an interest
rate of 1/2% above the lender's prime rate. The new facility
includes up to $2.5 million for equipment leases and up to $2
million for letters of credit.<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information as of May 21, 1998,
with respect to beneficial ownership of Common Stock by the Selling
Shareholders and has been provided to the Company by the Selling
Shareholders:
Shares Shares Shares
Name of Beneficially to be Beneficially
Selling Owned Prior Sold in Owned After
Shareholder(1) to Offering Offering the Offering(4)
- ----------- ----------- -------- ------------
Brown Simpson 64,000(2) 184,000(3) 0
Strategic Growth
Fund, LP
Brown Simpson 192,000(2) 552,000(3) 0
Strategic Growth
Fund, Ltd.
Southbrook 768,000(2) 2,208,000(3) 0
International
Investments, Ltd.
Marshall Capital 896,000(2) 2,576,000(3) 0
Management, Inc.
Westover 211,200(2) 607,200(3) 0
Investments, LP
Montrose 428,800(2) 1,232,800(3) 0
Investments Ltd.
Donaldson, 200,000 200,000 0
Lufkin &
Jenrette
Securities
Corporation
_________________
(1) Persons named in this table have sole voting and
investment power with respect to all Shares shown as beneficially
owned by them, subject to community property laws, where applicable.
(2) Includes shares of Common Stock issuable upon
conversion of the shares of the Series B-1 Stock at an assumed
conversion price of $3.90625. Because the number of shares of
Common Stock issuable upon conversion of the Series B-1 Stock and as
payment of dividends thereon is dependent in part upon the market
price of the Common Stock prior to a conversion, the actual number
of shares of Common Stock that will be issued in respect of such
conversions or dividend payments, and consequently the number of
shares of Common Stock that will be beneficially owned by each
Selling Shareholder, will fluctuate daily and cannot be determined
at this time. Each Selling Shareholder has, however, contractually
agreed to restrict its ability to convert shares of the Series B-1
Stock and Series B-2 Stock (and receive shares of Common Stock in
payment of dividends thereon) to the extent that the number of
shares of Common Stock held by it and its affiliates after such
conversion exceeds 4.999% of the then issued and outstanding shares
of Common Stock following such conversion.
(3) The number of shares of Common Stock issuable upon
conversion of the Series B-1 Stock and as payment of dividends
thereon is dependent in part upon the market price of the Common
Stock prior to a conversion. Therefore, the actual number of shares
of Common Stock that will be issued in respect of such conversions
or dividend payments and, consequently, offered for sale under this
Registration Statement, cannot be determined at this time. However,
the Company has contractually agreed to include herein 7,360,000
shares of Common Stock issuable upon conversion of the Series B-1
Stock and as payment of dividends thereon, and the number of shares
indicated represents a pro rata allocation of such shares among the
Selling Shareholders owning Series B-1 Stock.
(4) Assumes sale of all shares offered hereby.
PLAN OF DISTRIBUTION
The Selling Shareholders may, from time to time, sell all or a
portion of their shares of Common Stock on the Nasdaq SmallCap
Market in privately negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time
of sale, at prices related to such market prices or at negotiated
prices. Shares of Common Stock may be sold by the Selling
Shareholders by one or more of the following methods, without
limitation: (a) block trades in which the broker or dealer so
engaged will attempt to sell shares of Common Stock as agent but
may position and resell a portion of the block as principal to
facilitate the transaction, (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account
pursuant to this Prospectus, (c) an exchange distribution in
accordance with the rules of such exchange, (d) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers, (e) privately negotiated transactions, (f) short sales,
or (g) a combination of any such methods of sale. In effecting
sales, brokers and dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling
Shareholders (or, if any such broker-dealer acts as agent for the
purchaser of such shares, from such purchaser) in amounts to be
negotiated which are not expected to exceed those customary in the
types of transactions involved. Broker-dealers may agree with the
Selling Shareholders to sell a specified number of such shares of
Common Stock at a stipulated price per share, and, to the extent
such broker-dealer is unable to do so acting as agent for a Selling
Shareholders, to purchase as principal any unsold shares of Common
Stock at the price required to fulfill the broker-dealer commitment
to the Selling Shareholders. Broker-dealers who acquire shares of
Common Stock as principal may thereafter resell such shares of
Common Stock from time to time in transactions (which may involve
block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then
prevailing at the time of sale, at prices then related to
then-current market price or in negotiated transactions and, in
connection with such resales, may pay to or receive from the
purchasers of such shares of Common Stock commissions as described
above. The Selling Shareholders may also sell shares of Common
Stock in accordance with Rule 144 under the Securities Act, rather
than pursuant to this Prospectus.
The Selling Shareholders and any broker-dealers or agents that
participate with the Selling Shareholders in sales of shares of
Common Stock may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with such sales. In such event,
any commissions received by such broker-dealers or agents and any
profit on the resale of shares of Common Stock purchased by them may
be deemed to be underwriting commissions or discounts under the
Securities Act. From time to time the Selling Shareholders may
engage in short sales, short sales against the box, puts and calls
and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver shares of Common Stock in
connection therewith or in settlement of securities loans. If the
Selling Shareholders engage in such transactions, the conversion
price with respect to Series B-1 Stock or Series B-2 Stock may be
affected. From time to time the Selling Shareholders may pledge
their shares of Common Stock pursuant to the margin provisions of
its customer agreements with its brokers. Upon a default by the
Selling Shareholders, the broker may offer and sell the pledged
shares of Common Stock from time to time.
DESCRIPTION OF SECURITIES
The Amended and Restated Certificate of Incorporation of the
Company authorizes 110,000,000 shares of common stock, $.001 par
value ("Company Common Stock"), 1,688 shares of Class A Preferred
Stock, .001 par value (Class A Preferred Stock), and 5,000,000
shares of Class B Preferred Stock, $.001 par value. The holders of
shares of Company Common Stock and Class A Preferred Stock have one
vote per share. Neither the Company Common Stock nor the Class A
Preferred Stock has any conversion rights. The closing price of the
Company Common Stock on the Nasdaq SmallCap Market at May 29, 1998
was $3.4695 per share. The holders of shares of Company Common
Stock are entitled to dividends when and as declared by the Board of
Directors from funds legally available therefor. The Company does
not anticipate declaring or paying any cash dividends for the
foreseeable future. There are currently 1,688 shares of Class A
Preferred Stock issued and outstanding. The holders of shares of
Class A Preferred Stock have one vote per share. The Class A
Preferred Stock does not have any conversion rights.
The Company has issued an aggregate of 12.6 shares of two
Series of Interim Class B Preferred Stock. Each of the 12.6 shares
of the Company's Interim Series Class B Preferred Stock and Second
Interim Series Class B Preferred Stock is convertible into the
number of fully paid and nonassessable shares of the Company Common
Stock that results from dividing $3.50 into the sum of $200,000 plus
all accrued but unpaid dividends on each such share at the time of
conversion.
The Company's Amended and Restated Certificate of Incorporation
provides (i) holders of each Series of Interim Class B Preferred
Stock with a liquidation preference payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company of
$200,000.00 per share, plus all accrued and unpaid dividends to be
paid prior to any distributions to the holders of Class A Preferred
Stock or Company Common Stock, and (ii) holders of Class A Preferred
Stock with a liquidation preference payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company of
$40.00 per share, plus all accrued and unpaid dividends to be paid
prior to any distributions to the holders of Company Common Stock.
Subject to such preferential rights, the holders of Company Common
Stock are entitled to receive, ratably, all the remaining assets of
the Company.
None of the Class A Preferred Stock, either Series of Interim
Class B Preferred Stock, or Company Common Stock has preemptive or
cumulative voting rights, is redeemable, or is liable for
assessments or further calls.
On May 7, 1998, the Company filed a Certificate of Designation
(as corrected on May 11, 1998 and May 12, 1998) with the Delaware
Secretary of State governing the rights, preferences and privileges
of Series B-1 Stock. The Company has issued 10,000 shares of Series
B-1 Stock. The holders of Series B-1 Stock have no voting rights.
Each share of Series B-1 Stock is convertible into that number of
shares of Common Stock of the Company determined by multiplying such
share by $1,000 (plus the amount of any accrued but unpaid dividends
other than dividends of Common Stock) and dividing the result by a
conversion price equal to the lesser of (i) 125% of the closing bid
price on the trading day preceding issuance of such shares of Series
B-1 Stock, or (ii) the average of the lowest closing bid prices on
any four of the 22 trading days immediately preceding conversion of
such shares of Series B-1 Stock, subject to adjustment as described
in the Certificate of Designation for Series B-1 Stock. The Company
expects that if the Selling Shareholders owning shares of Series B-1
Stock exercise their option to purchase up to 5,000 shares of Series
B-2 Stock, the Company will file a Certificate of Designation for
the Series B-2 Stock which shall establish respective rights,
preferences and privileges for the Series B-2 Stock identical to the
Series B-1 Stock, with equal priority with regard to dividends,
liquidation, voting rights and any other preferential rights of the
Series B-2 Stock, except that the price of conversion for Series B-2
Stock shall be determined by reference to the issue date of the
Series B-2 Stock. However, pursuant to the Purchase Agreement, each
Selling Shareholder has agreed to restrict its ability to convert
shares of Series B-1 Stock and Series B-2 Stock (and receive shares
of Common Stock in payment of dividends thereon) to the extent that
the number of shares of Common Stock held by it and its affiliates
after such conversion exceeds 4.999% of the then issued and
outstanding shares of Common Stock following such conversion. See
"Recent Developments."
Shares of Series B-1 Stock are subject to mandatory redemption
in certain circumstances specified in the Certificate of
Designation for Series B-1 Stock, including among other things, the
failure to maintain effectiveness of the Registration Statement of
which this Prospectus is a part, failure of the Company Common
Stock to be traded on The Nasdaq Stock Market, failure to deliver
certificates for shares of Company Common Stock upon conversion of
Series B-1 Stock, or failure to have reserved a sufficient number of
shares of Company Common Stock upon conversion of Series B-1 Stock.
SHARES OF COMPANY COMMON STOCK ELIGIBLE FOR FUTURE SALE;
POTENTIAL FOR DILUTION
The Company may issue significant amounts of Company Common
Stock as a result of the exercise of options or the conversion of
Preferred Stock, which may result in dilution of outstanding shares
of Common Stock. Further, as described above, the Company has filed
registration statements under the Securities Act of 1933 covering
the possible resale of 19,145,798 shares by the Major Shareholders
and 9,901,218 by Summit, and expects to file an additional
registration statement covering an additional 7,164,361 shares of
Company Common Stock owned by Summit. There is no restriction on
the timing of the disposition, or the amount of sale, of these
shares by Summit or the Major Shareholders. See "Risk Factors -
Shares Eligible for Future Sale."
In particular, as of March 31, 1998, options issued pursuant to
the Company's 1995 Long-Term Stock Incentive Plan and the Directors'
Non-Discretionary Stock Option Plan to purchase up to 2,432,750
shares of Company Common Stock exercisable over the next several
years were outstanding at prices ranging from $2.25 to $8.00. The
shares of Company Common Stock issuable upon exercise of the
foregoing options have been registered and will be freely tradeable
upon exercise.
On December 31, 1997, the 12.6 shares of the Company's Interim
Series Class B Preferred Stock issued and outstanding would have
been convertible into approximately 1,293,731 shares of Company
Common Stock, which number shall increase over time in accordance
with the formula governing the conversion of such Preferred Stock.
See "Description of Securities."
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The Company's Amended Bylaws provide that each person who is
made a party or is otherwise involved in an action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason
of the fact that he is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity,
shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law (the
"DGCL") against all expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding
if the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Company and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
intent of the Company's Amended Bylaws is to make indemnification
for directors and officers mandatory rather than permissive. In
addition, the Amended Bylaws provide that the Company may pay a
director's or officer's expenses incurred in defending any such
proceeding, in advance of the proceeding's final disposition,
provided that the director or officer delivers to the Company an
undertaking to repay all advanced amounts if it is ultimately
determined that he is not entitled to be indemnified under Delaware
law. To the extent that an officer or director is successful on
the merits in any proceeding, Delaware law mandates indemnification
for expenses, including attorneys' fees. The Company's Amended
Bylaws also provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company against any expense, liability or loss, whether
or not the Company would have the power to indemnify such person
against such expense, liability or loss under the DGCL. The Company
has directors and officers liability insurance.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore unenforceable.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby will
be passed upon for the Company by Dinsmore & Shohl LLP, Cincinnati,
Ohio.
EXPERTS
The consolidated balance sheets of LCA-Vision Inc. and
subsidiaries as of December 31, 1997 and 1996, and the consolidated
statement of operations, shareholders' investment and cash flows for
each of the three years in the period ended December 31, 1997,
incorporated by reference in this Registration Statement, have been
incorporated herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all but
the SEC fees are estimates) in connection with the issuance of the
securities being registered hereunder. All such expenses will be
borne by the Company.
SEC registration fees $7,948
Legal fees and expenses $5,000
Accounting fees and expenses $3,500
Miscellaneous $3,552
Total $20,000
Item 15. Indemnification of Directors and Officers
The Company's Amended Bylaws provide that each person who is
made a party or is otherwise involved in an action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason
of the fact that he is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity,
shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law (the
"DGCL") against all expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding
if the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Company and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
intent of the Company's Amended Bylaws is to make indemnification
for directors and officers mandatory rather than permissive. In
addition, the Amended Bylaws provide that the Company may pay a
director's or officer's expenses incurred in defending any such
proceeding, in advance of the proceeding's final disposition,
provided that the director or officer delivers to the Company an
undertaking to repay all advanced amounts if it is ultimately
determined that he is not entitled to be indemnified under Delaware
law. To the extent that an officer or director is successful on
the merits in any proceeding, Delaware law mandates indemnification
for expenses, including attorneys' fees. The Company's Amended
Bylaws also provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company against any expense, liability or loss, whether
or not the Company would have the power to indemnify such person
against such expense, liability or loss under the DGCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore unenforceable.
<PAGE>
Item 16. Exhibits
Each of the following exhibits is filed or incorporated by reference
in this Registration Statement.
Exhibit
Number Description of Exhibit
- --------- -----------------------
(5) and (23.1) Opinion and consent of Dinsmore & Shohl LLP,
counsel to the Registrant.
(23.2) Consent of PricewaterhouseCoopers LLP
(24) Powers of Attorney (a)
________
(a) A power of attorney whereby various individuals authorize
the signing of their names to any and all amendments to this
Registration Statement and other documents submitted in connection
therewith is contained on the first page of the signature pages
following Part II of this Registration Statement.
Item 17. Undertakings
(a) Rule 415 Offering. The undersigned small business
issuer hereby undertakes that it will:
(1) File, during any period in which it offers or
sells securities, a post-effective amendment to this registration
statement to include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities
Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.
(e) Request for Acceleration of Effective Date. Insofar as
indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has
been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling
person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
(f) Reliance on Rule 430A. The undersigned small business
issuer will:
(1) For determining any liability under the
Securities Act, treat the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
small business issuer under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(2) For determining any liability under the
Securities Act, treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the
securities offered in the registration statement, and that offering
of the securities at that time as the initial bona fide offering of
those securities.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on a Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on the 2nd day of July, 1998.
LCA-VISION INC.
By: /S/ Larry P. Rapp
Larry P. Rapp,
Chief Financial Officer<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Stephen N.
Joffe, M.D. and Larry P. Rapp, and each of them, jointly and
severally, as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution, and each with power to
act alone, to sign and execute on behalf of the undersigned any
amendment or amendments to this Registration Statement on Form S-3,
and to perform any acts necessary to be done in order to file such
amendment with exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, and each of
the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their or his substitutes, shall do
or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ------ -----
/S/ Stephen N. Joffe, M.D.* President and July 2, 1998
Stephen N. Joffe, M.D. Chief Executive Officer
(Principal Executive
Officer:)
/S/ Larry P. Rapp Chief Financial Officer July 2, 1998
Larry P. Rapp (Principal Financial and
Accounting Officer)
/S/ John C. Hassan* Director July 2, 1998
John C. Hassan
/S/ Stephen N. Joffe, M.D.* Director July 2, 1998
Stephen N. Joffe, M.D.
/S/ John H. Gutfreund* Director July 2, 1998
John H. Gutfreund
/S/ William O. Coleman* Director July 2, 1998
William O. Coleman
*By Larry P. Rapp, attorney in fact.
<PAGE>
Exhibits 5 and 23.1
Charles F. Hertlein, Jr.
(513) 977-8315
June _____, 1998
LCA-Vision, Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
Ladies and Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-3, prescribed pursuant to the
Securities Act of 1933, to be filed by LCA-Vision, Inc. (the
"Company") with the Securities and Exchange Commission on or about
June 2, 1998, under which 7,560,000 shares of the Company's Common
Stock, $.001 par value ("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibits 5
and 23.1 to the Registration Statement and to the reference to our
name in the Registration Statement.
As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Amended Certificate of Incorporation and Amended Bylaws
and the record of proceedings of the stockholders and directors of
the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Delaware.
2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission, such
7,560,000 shares of Company Common Stock will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 333-56011) of our report dated March
25, 1998, on our audits of the consolidated financial statements of
LCA-Vision Inc. as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997. We also consent
to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
July 6, 1998
