As filed with the Securities and Exchange Commission on
July 8, 1998.
Registration No. 333-56011
__________________________________________________________________
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 2 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 8 , 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. In
addition, the shares offered hereby do not include any shares of
Common Stock which may be issued upon conversion of Series B-2
Stock, if issued.
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 8 , 1998
