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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]: December 4, 1998
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 December 4, 1998, the Company closed on the acquisition of Midwest
Surgical Services, Inc. (MSS), a privately held Minneapolis based provider of
mobile cataract services. The Company acquired 100% of the stock of MSS for an
initial payment of $3.5 million in cash and notes payable, with potential
additional consideration of up to $8.25 million in cash and Laser Vision common
stock based on the performance of MSS through July 2001. Richard L. Lindstrom,
M.D., one of the Company's outside directors, held a minority ownership position
of less than 9% in MSS.
MSS is the world's largest provider of mobile access to cataract
surgery technology. The acquisition complements the Company's existing
refractive eye surgery business and will be initially operated as a separate
subsidiary. The acquisition will be accounted for as a purchase and the purchase
cost in excess of net assets acquired will be recorded as goodwill and amortized
over 15 years. For the fiscal year ended April 30, 1998, MSS revenues were $6.15
million and assets, which consisted primarily of equipment and current assets,
over $4.3 million.
On December 15, 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
---------------------------
John J. Klobnak
Chief Executive Officer
Date: December 21, 1998
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EXHIBIT 99.1
LASER VISION CENTERS, INC. FINALIZES ACQUISITION OF
MIDWEST SURGICAL SERVICES (MSS)
ST. LOUIS, MISSOURI--DECEMBER 15, 1998--LASER VISION CENTERS, INC., (NASDAQ:
LVCI) announced today that it has completed the acquisition of Midwest Surgical
Services, Inc., (MSS). LaserVision announced just last week that it intended to
acquire MSS, a profitable, privately held, Minneapolis based provider of mobile
cataract services to ophthalmologists in small markets. It currently provides
these services to 146 surgeons at 185 sites in 24 states and has 44 employees.
LaserVision believes MSS is the largest U.S. provider of mobile cataract
services.
LaserVision acquired all the stock of MSS for an initial payment of $3.5 million
in cash and notes, with potential additional consideration of up to $8.25
million in cash and LaserVision common stock based on the performance of MSS
through July 2001.
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, farsightedness 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
314-434-6900
[email protected]
http://www.laservision.com
