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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
CURRENT REPORT
Pursuant to Section 13 or 15[d] of
The Securities Exchange Act of 1934
DATE OF REPORT [Date of earliest event reported]: September 1, 1998
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LASER VISION CENTERS, INC.
[Exact name of Issuer as specified in its charter]
Delaware 1-10629 43-1530063
[State or other [Commission [IRS Employer
jurisdiction of File Number] Identification
incorporation] Number]
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
[Address of principal Executive Offices]
Issuer's telephone number: [314] 434-6900
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FORM 8-K
ITEM 5. OTHER EVENTS
On September 1, 1998, the Company closed on the acquisition of
Refractive Surgical Resources, Inc. (RSR), a privately held Minneapolis based
provider of mobile microkeratome access. The Company acquired 100% of the stock
of RSR for $1 million in cash and $2.3 million in notes payable/future payments
(of which $1.1 million is due within one year). Richard L. Lindstrom, M.D., one
of the Company's outside directors, held a minority ownership position of less
than 7% in RSR.
The microkeratome is a microsurgical device used in conjunction with
the excimer laser to perform laser in situ keratomileusis (LASIK) procedures.
RSR is the world's largest provider of access to the microkeratome technology
and the Company's clients currently account for more than half of RSR's
capacity. Nearly 90% of the eye surgeries performed on the Company's lasers
during its last quarter involved LASIK procedures. The acquisition complements
the Company's existing refractive surgery business and will be integrated with
the Company's existing field operations. The acquisition will be accounted for
as a purchase and about 95% of the purchase cost will be recorded as goodwill
and amortized over 15 years. For the fiscal year ended April 30, 1998, RSR
revenues were $1.7 million and assets, which consisted primarily of
microkeratome equipment and current assets, over $1.3 million.
On September 1, 1998, Jim Wachtman was named President and Chief
Operating Officer of the Company. Mr. Wachtman was formerly the Executive
Vice President and Chief Operating Officer of the Company. He will continue
to report to John J. Klobnak, Chairman and Chief Executive Officer. In
conjunction with the acquisition of RSR, Nick Curtis, President of RSR,
has been named a Vice President of the Company and will report to Mr. Wachtman.
On September 2, 1998, the Company issued a press release pertaining to
these matters; a copy of that press release is attached hereto as an exhibit.
ITEM 7(c). LIST OF EXHIBITS FILED
99.1 Press Release
2
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FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LASER VISION CENTERS, INC.
BY: /s/ John J. Klobnak
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John J. Klobnak
Chief Executive Officer
Date: September 8, 1998
3
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EXHIBIT 99.1
LASER VISION CENTERS, INC. ACQUIRES REFRACTIVE SURGICAL
RESOURCES--WACHTMAN NAMED PRESIDENT
- MOVE MAKES LASERVISION WORLD'S LARGEST PROVIDER OF MICROKERATOME ACCESS -
ST. LOUIS, MISSOURI--September 2, 1998--LASER VISION CENTERS, INC., (NASDAQ:
LVCI) announced today that it has closed on the acquisition of Refractive
Surgical Resources, Inc., (RSR), a profitable, privately held, Minneapolis based
provider of mobile microkeratome access. The microkeratome is a microsurgical
device which is used by eye surgeons in conjunction with the excimer laser to
perform laser in situ keratomileusis (LASIK). RSR is the world's largest
provider of access to microkeratome technology. RSR had been a joint venture
between its management and Chiron Vision, which was recently acquired by Bausch
and Lomb. Under the agreement, LaserVision acquired 100% of RSR for a
combination of cash and notes. RSR operates 33 microkeratomes and has 16
employees. LaserVision operates 6 additional microkeratomes and 38 excimer
lasers worldwide.
LaserVision also announced that its Executive Vice President and Chief Operating
Officer, Jim Wachtman, has been named President of the Company. The position has
been vacant for over a year. Mr. Wachtman will continue to report to John J.
Klobnak, Chairman and Chief Executive Officer. Nick Curtis, President of RSR
will become a Vice President of LaserVision, reporting to Mr.
Wachtman.
LaserVision clients account for more than half of RSR's capacity. LaserVision
said that in the last quarter, close to 90% of its cases were performed using
LASIK.
Commenting on the acquisition, LaserVision Chairman and CEO, John J. Klobnak
said, "This is very exciting news for our two companies and for our surgeon
customers. It's no secret that there is a severe shortage of microkeratome
equipment and this acquisition will ensure that our customers are able to
continue to gain access to Bausch and Lomb microkeratome equipment for their
patients. The Bausch and Lomb/Chiron microkeratome is the current `gold
standard' for microkeratomes and is clearly the first choice of our surgeon
customers" Mr. Klobnak continued, "Without access to these microkeratomes, it
would have been very difficult to keep up with the growing demand we are
experiencing. Obviously, there are some natural efficiencies and synergies that
we intend to exploit."
- more -
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Page Two
Laser Vision Centers, Inc.
September 2, 1998
"We are also extremely pleased that Jim Wachtman will assume the role as
President and Chief Operating Officer. He has done an exceptional job in
operating our excimer business and we expect he will continue to provide his
excellent leadership skills as we integrate RSR into LaserVision's
infrastructure," Klobnak said. Mr. Klobnak further stated the Company continues
to explore other accretive acquisition opportunities.
"We have worked closely with Laser Vision Centers since our inception. Our
businesses are highly synergistic and a great fit for a total refractive
offering, creating strong customer benefits going forward," commented Nick
Curtis, President of RSR.
Laser Vision Centers, Inc. is the world's largest operator of excimer lasers
with locations in the United States, Canada, the United Kingdom, Ireland, Sweden
and Greece. The excimer laser is a device which allows eye surgeons to correct
nearsightedness and astigmatism with an outpatient procedure which usually lasts
less than one minute.
Except for historical information, statements relating to the Company's plan,
objectives and future performance are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations. Because of various risks and
uncertainties, actual strategies and results in future periods may differ
materially from those currently expected. Additional discussion of factors
affecting the Company's business is contained in the Company's most recent
filings with the Securities and Exchange Commission.
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Contact: John A. Stiles
31-434-6900
[email protected]
http://www.laservision.com
