LASER VISION CENTERS INC, PRE 14A, 1999-09-23

LASER VISION CENTERS INC
PRE 14A, 1999-09-23
OFFICES & CLINICS OF DOCTORS OF MEDICINE

Previous: UNISTONE INC, SC 13D, 1999-09-23

Next: SKYMALL INC, 8-K, 1999-09-23

<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LASER VISION CENTERS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

LASER VISION CENTERS, INC.
540 MARYVILLE CENTRE DRIVE
SUITE 200
ST. LOUIS, MISSOURI 63141

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON OCTOBER 28, 1999

TO: The Shareholders of Laser Vision Centers, Inc.

The Annual Meeting of Shareholders of Laser Vision Centers, Inc.
(the "Company") will be held at the Marriott West, 660 Maryville Centre Drive,
St. Louis, Missouri 63141 on October 28, 1999 at 9:00 a.m. for the following
purposes:

1. To elect five Directors for the ensuing year.

2. To approve the selection of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the fiscal year
ending April 30, 2000.

3. To approve the addition of 3,000,000 shares to the Non-Qualified
Warrant Plan.

4. To approve the Employee Stock Purchase Plan.

5. To transact any other business as may properly come before the
meeting.

The Board of Directors has fixed the close of business on September 28,
1999 as the record date for determining the shareholders entitled to receive
notice of and vote at the meeting. Your attention is directed to the
accompanying Proxy Statement for a description of the matters to be submitted
for vote at the meeting.

This Proxy Statement and the forms of proxy were first mailed to shareholders on
or about September , 1999.

<PAGE> 3

SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO VOTE,
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED
STAMPED SELF-ADDRESSED ENVELOPE.

By order of the Board of Directors,

Robert W. May, Secretary

September , 1999
-----
St. Louis, Missouri

2
<PAGE> 4

LASER VISION CENTERS, INC.

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Laser Vision Centers, Inc. (the "Company") of
proxies in the accompanying form, for use at the Annual Meeting of Shareholders
of the Company and at all adjournments thereof.

The holders of record of Common Stock at the close of business on
September 17, 1999 (the "Record Date") may vote at the meeting. As of September
17, 1999, there were outstanding 25,195,308 shares of Common Stock of the
Company. On all matters which will come before the meeting, each holder of
common stock or his proxy will be entitled to one vote for each share of Common
Stock of which such shareholders was the holder of record on the Record Date.
The holders of a majority of the outstanding shares of Common Stock constitute a
quorum for the transaction of business at the meeting.

ALL SHARE INFORMATION PROVIDED IN THIS PROXY STATEMENT HAS BEEN
ADJUSTED TO REFLECT THE TWO (2)-FOR-ONE (1) SPLIT OF THE COMMON STOCK EFFECTED
AS A 100% STOCK DIVIDEND ON JULY 23, 1999.

VOTING OF PROXIES

Proxies may be revoked by the shareholders at any time prior to the
voting thereof by giving notice of revocation in writing to the Secretary of the
Company or by voting in person at the meeting.

The persons named in the enclosed form of proxy were selected by the
Board of Directors and, unless instructed to the contrary, will vote the shares
covered by such proxy for the election as directors of the nominees listed in
this proxy statement, and for the approval of Price Waterhouse LLP as the
Company's independent accountants for the fiscal year ending April 30, 2000, and
at their discretion on other matters that may come before the meeting. If a
nominee becomes unable to serve, an event which is not anticipated, the proxies
will be voted for a substitute nominee designated by the Board of Directors.
Directors will be elected on the basis of a plurality of votes present and
entitled to vote. All other matters will be decided by a majority of votes cast.
In instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned proxies to the brokers,
those shares will not be included in the vote totals and, therefore, will have
no effect on the vote.

<PAGE> 5

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and notes thereto set forth certain information
regarding beneficial ownership of the Laser Vision's common stock as of
September 17, 1999 by (i) all those known by the Company to be beneficial owners
of more than 5% of the Company's common stock, (ii) all of our directors and
(iii) all directors and executive officers of Laser Vision as a group.

TOTAL PERCENTAGE OF WARRANTS WARRANTS AND
DIRECTORS, EXECUTIVE OFFICERS NUMBER COMMON SHARES AND OPTIONS OPTIONS NOT
AND 5% SHAREHOLDERS OF SHARES BENEFICIALLY BENEFICIALLY PRESENTLY
BENEFICIALLY OWNED OWNED EXERCISABLE
OWNED (IN TOTAL)
- ---------------------------------- ----------------- ------------------ ------------------- -------------------
<S> <C> <C> <C> <C>

John J. Klobnak
540 Maryville Centre Dr., Suite 200
St. Louis, Missouri 63141 718,442 2.8% 516,306 412,350

James C. Wachtman
540 Maryville Centre Dr., Suite 200
St. Louis, Missouri 63141 380,608 1.5% 374,650 372,350

Robert W. May
540 Maryville Centre Dr., Suite 200
St. Louis, Missouri 63141 316,243 1.2% 292,602 252,350

B. Charles Bono
540 Maryville Centre Dr., Suite 200
St. Louis, Missouri 63141 227,357 0.9% 195,942 252,350

James B. Tiffany
540 Maryville Centre Dr., Suite 200
St. Louis, Missouri 63141 2,750 0.0% 2,750 77,250

Dr. Henry Simon
20 Southampton Street
London WC2E 7QG England 4,996 0.0% 4,996 53,362

James M. Garvey
60 State Street, Suite 3650
Boston, Massachusetts 02109 6,196 0.0% 4,996 53,362

Richard L. Lindstrom, M.D.
710 East 24th Street
Minneapolis, Minnesota 55391 195,452 0.8% 156,638 143,362

Steven C. Straus
1751 Lake Cook Road, Suite 550
Deerfield, IL 60015 6,660 0.0% 6,660 53,362

All Officers and Directors
as a Group, nine persons (1)(2) 1,858,704 6.9% 1,555,540 1,670,098

</TABLE>

Pursuant to the rules of the Securities and Exchange Commission, shares of
common stock which an individual or group has a right to acquire within sixty
(60) days pursuant to the exercise of options or warrants

<PAGE> 6

are deemed to be outstanding for the purpose of computing the percentage of
ownership of such individual or group, but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person shown in
the table. Total Number of Shares Beneficially Owned takes into account the
possible exercise of the outstanding options and warrants which are presently
exercisable (Warrants and Options Beneficially Owned) and the vested Laser
Vision stock in the 401(k) plan.

(1) Includes presently exercisable options and warrants to purchase an
aggregate of 1,382,250 shares of common stock granted to five executive
officers (two of which are also directors) of Laser Vision. An
additional 1,366,650 options and warrants to purchase shares of common
stock are owned but are not presently exercisable by these executive
officers.

(2) Includes presently exercisable options and warrants to purchase an
aggregate of 982,198 shares of common stock granted to directors (two
of which are also executive officers of Laser Vision). An additional
968,148 options and warrants to purchase shares of common stock are
owned but not presently exercisable by these directors or their
affiliates.

As required by the Securities and Exchange Commission rules under
Section 16 of the Securities and Exchange Act of 1934, we note that during the
fiscal year ended April 30, 1999, all reports regarding transactions in Laser
Vision's common stock were timely filed.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Five (5) individuals are to be elected at the Annual Meeting to serve
as directors until the next annual meeting and until the election and
qualification of their successors. Unless shareholder WITHHOLDS AUTHORITY, the
proxy holders will vote FOR the election of the persons named below. Although
the Board of Directors does not contemplate the possibility, in the event any
nominee is not a candidate or is unable to serve as director at the time of the
election, unless the shareholder withholds authority from voting, the proxies
will be voted for any nominee who shall be designated by the present Board of
Directors to fill such vacancy.

<PAGE> 7

The name and age of each of the five (5) nominees, his principal
occupation, the period during which such person has served as a director
together with the number of shares of Common Stock beneficially owned, directly
or indirectly, by each nominee and by all nominees and officers as a group and
the percentage of outstanding shares such ownership represents as of the close
of business on September 17, 1999 (according to information received by the
Company) as set out below:

IDENTIFICATION OF DIRECTORS

Service Amount of Shares and Percentage of
Principal as a Nature of Beneficial Outstanding
Occupation Director Ownership (1) Shares (2)
Name of Nominee Age Since
- ------------------------------- -------- ---------------------- ----------------- ------------------------- -------------------
<S> <C> <C> <C> <C> <C>

John J. Klobnak 48 Director,
Chairman
and 1989 718,442 2.8%
CEO

Robert W. May, Esq. 52 Director,
Vice Chairman 1992 316,243 1.2%
and Secretary

James M. Garvey 52 Director 1995 6,196 0.0%

Richard L. 51 Director 1995 195,452 0.8%
Lindstrom, M.D.

Steven C. Straus 43 Director 1996 6,660 0.0%

Dr. Henry Simon 69 Director 1995 4,996 0.0%

</TABLE>

NOTES:

(1) Unless otherwise indicated in a note, each nominee has a sole power to
vote, or dispose or direct the disposition of all shares owned by him.

(2) See footnotes 1 and 2 under "OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" for description of the Stock Options granted said
individuals and inclusion of warrants and options in share count.

<PAGE> 8

CERTAIN BUSINESS RELATIONSHIPS

Dr. Lindstrom is one of Laser Vision's Medical Directors and President of
Minnesota Eye Consultants, a Laser Vision customer.

IDENTIFICATION OF OFFICERS

Expiration Served
Positions of As Officer
Name of Nominee Age Held Term Since
- ------------------------------- -------- -------------------------------------- ------------------------- --------------------
<S> <C> <C> <C> <C>

John J. Klobnak 48 Chief Executive Officer 1999 1989

Robert W. May, Esq. 52 Secretary and General 1999 1993
Counsel

B. C\harles Bono III 51 Executive Vice President, Chief 1999 1992
Financial Officer & Treasurer

James C. Wachtman 39 President and 1999 1996
Chief Operating Officer

</TABLE>

Set forth below is certain information concerning the nominees, directors and
executive officers.

J. KLOBNAK Mr. Klobnak has served as Chairman of
the Board and Chief Executive Officer of the
Company since 1993. From 1990 to 1993, Mr.
Klobnak served as the Company's President and
Chief Executive Officer. From 1986 to 1990, he
served as Chief Operating Officer and
subsequently President of MarketVision, a
partnership acquired by the Company in 1990.

ROBERT W. MAY, ESQ. Mr. May joined the Company as its Vice-Chairman and
General Counsel in September 1993. Prior to joining
the Company as a full-time employee, Mr. May served as
Corporate Secretary and a director of the Company and
was engaged in the private practice of law in St. Louis,
Missouri from 1985 to 1993.

JAMES M. GARVEY Mr. Garvey has served as a director of the Company since
November 1995. Mr. Garvey serves as Chief Executive
Officer and Managing Partner of Schroder Venturers Life
Sciences Advisors, a venture capital advisory company
which he joined in May of 1995. From 1989 to 1995, Mr.
Garvey was Director of Allstate

<PAGE> 9

Venture Capital, the $600 million venture capital
division of Allstate Corporation after initially
directing Allstate Venture Capital's heath care
investment activity. Mr. Garvey is currently a director
of Allscrips Pharmaceutical and J&C Healthcare and has
served as director and Chairman of several public and
private healthcare companies.

RICHARD L.
LINDSTROM, M.D. Dr. Lindstrom has served as a director of the Company
since November 1995. Since 1979, Dr. Lindstrom has been
engaged in the private practice of ophthalmology and has
been the President of Minnesota Eye Consultants P.A.,
(formerly Lindstrom, Samuelson & Hardten Ophthalmology
Associates, P.A.) since 1989. In 1989, Dr. Lindstrom
founded the Phillips Eye Institute Center for Teaching &
Research, an ophthalmic research and surgical skill
education facility, and he currently serves as the
Center's Medical Director. Dr. Lindstrom has served as an
Associate Director of the Minnesota Lions Eye Bank since
1987. From 1980 to 1989, he served as Professor of
Ophthalmology at the University of Minnesota. Dr.
Lindstrom received his M.D. and his B.A. degrees from the
University of Minnesota. Dr. Lindstrom is also a director
of Vision Twenty-One, Inc.

STEVEN C. STRAUS Mr. Straus has served as a director of the Company since
January of 1996. He currently serves as the President and
Chief Operating Officer of Jordan Industries, Inc. Prior
to that, he served as Senior Vice President of the
Ambulatory Surgery Division of Columbia Healthcare the
world's largest for-profit health care provider. Mr.
Straus was employed in a similar capacity with Medical
Care America, Inc., from 1993 until Medical Care America
was merged into Columbia Healthcare Corporation in 1994.
From 1986 to 1993, Mr. Straus held various positions with
Baxter Healthcare Corporation and from 1978 to 1985 was
employed by American Hospital Supply Corporation.

B. CHARLES BONO III Mr. Bono joined the Company as Executive Vice President,
Chief Financial Officer and Treasurer in 1992. From 1980
to 1992, Mr. Bono was employed by Storz Instrument
Company, a global marketer of ophthalmic devices and
pharmaceutical products, as Vice President of Finance
from 1987 to 1992.

JAMES C. WACHTMAN Mr. Wachtman joined the Company as Chief Operating
Officer - North American Operations in May 1996 and was
named President in September 1998. From 1983 until he
joined the Company, Mr. Wachtman was employed by McGaw,
Inc., a manufacturer of disposables for home infusion, in
various positions. Most recently, he served as Vice
President/Operations of CAPS, a hospital pharmacy
division of McGaw.

<PAGE> 10

DIRECTORS MEETINGS / COMMITTEES

During the twelve months ended April 30, 1999, the Board of Directors held a
total of six (6) meetings. All directors attended each of those meetings except
for Dr. Simon who attended one meeting. In addition, three (3) committees of the
Board held the number of meetings indicated:

EXECUTIVE COMMITTEE
MEETINGS HELD
FUNCTION BOARD MEMBERS LAST FISCAL YEAR
- --------------------------------------------------------------- ---------------------------------------- ------------------
<S> <C> <C>

To approve or disapprove expenditures by the Company in John J. Klobnak, James M. Garvey and
excess of $500,000 and all material contracts entered into by Robert W. May 2
the Company and also shall have the power to nominate all
slates of eligible candidates from which directors and
officers are chosen.

COMPENSATION COMMITTEE

MEETINGS HELD
FUNCTION BOARD MEMBERS LAST FISCAL YEAR

To establish, review and modify all compensation paid by the John J. Klobnak, Richard L. Lindstrom,
Company to its directors, officers and key employees. M.D., Dr. Henry Simon with Robert W. 2
May to serve as an ex officio member

AUDIT COMMITTEE

MEETINGS HELD
FUNCTION BOARD MEMBERS LAST FISCAL YEAR

To review and oversee the finances of the Company and to Steven C. Straus and James M. Garvey
select and monitor the public accounting firm responsible for with B. Charles Bono to serve as an ex 2
maintaining and auditing the finances of the Company. officio member

</TABLE>

PROPOSAL NO. 2 - APPROVAL OF ACCOUNTANTS

The Board of Directors has selected the firm of PricewaterhouseCoopers
LLP, independent certified public accountants, as independent auditor to examine
the financial statements for the fiscal year ended April 30, 2000.
PricewaterhouseCoopers LLP has been the Company's independent auditor for the
past six fiscal years. If the shareholders do not approve this selection, other
certified public accountants will be considered by the Board. The Company
expects a member of this firm to be present at the Annual Meeting.

<PAGE> 11

PROPOSAL NO. 3 - APPROVAL OF INCREASE IN SHARES
INCLUDED IN 1994 WARRANT PLAN

In 1994, the Company adopted a Non-Qualified Warrant Plan ("Warrant
Plan"). The Company has added a significant number of employees since moving to
the operational phase after approval of the excimer laser in the U.S. The Board
of Directors considers the grant of stock options and warrants an important
incentive for employees and consultants of the Company. The table below sets
forth the number of shares of common stock authorized, issued and available
under the Warrant Plan.

<TABLE>
<CAPTION>
Warrant
Plan
-------
<S> <C> <C>

Authorized 4,400,000
Issued 4,400,000
Available -0-

</TABLE>

The Board of Directors is now recommending that the number of shares
authorized to be issued from the Warrant Plan be increased by the following
amounts:

<TABLE>

Warrant Plan 3,000,000

</TABLE>

PROPOSAL NO. 4 - APPROVAL OF EMPLOYEE
STOCK PURCHASE PLAN

At its meeting on September 14, 1999, the Board of Directors approved
the Laser Vision Centers, Inc. Employee Stock Purchase Plan (the "Stock Plan").
The Stock Plan will become effective on January 1, 2000. Under the terms of the
Stock Plan, all employees of the Company and its subsidiaries are eligible to
purchase shares of the Company's common stock through payroll deduction at a 15%
discount to the market price at the end of each quarter. The market price is
defined as the lower of the closing price of the Company's stock on the first
day or the last day of the quarter. Under the terms of the Stock Plan, employees
may not contribute more than 10% of compensation to the Plan. The Board of
Directors has authorized the reservation of 300,000 shares of the Company's
common stock for purchase under the Stock Plan.

<PAGE> 12

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to five executive
officers earning total compensation at annual rates in excess of $100,000 during
the fiscal year ended April 30, 1999.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

NAME AND FISCAL WARRANTS
PRINCIPAL POSITION YEAR SALARY BONUS (b) OTHER (c) AND
OPTIONS
- -------------------------------- --------------- ----------------- ----------------- --------------- --------------------
<S> <C> <C> <C> <C> <C>

John J. Klobnak April 1999 $228,025 $208,189 $5,000 200,000 (d)
Chief Executive Officer
April 1998 $202,700 $144,999 $4,750 300,000 (f)

April 1997 $196,800 $ 32,000 $ 792 76,500 (g)

James C. Wachtman April 1999 $200,000 $150,714 $5,000 160,000 (d)
President and
Chief Operating Officer April 1998 $160,000 $ 96,746 $4,750 220,000 (f)

April 1997 $140,000 $ 28,000 $ 817 250,000 (h)

Robert W. May April 1999 $186,975 $114,354 $5,000 120,000 (d)
Secretary and
General Counsel April 1998 $166,200 $ 85,185 $4,750 200,000 (f)

April 1997 $161,300 $ 25,808 $ 950 67,500 (g)

B. Charles Bono III April 1999 $171,800 $106,279 $5,000 120,000 (d)
Executive Vice
President, Chief April 1998 $152,700 $ 79,743 $4,750 200,000 (f)
Financial Officer
and Treasurer April 1997 $148,200 $ 23,812 $ 988 45,000 (g)

James B. Tiffany April 1999 $155,000(a1) $ 10,000 $ 0 80,000 (e)
V.P.-- Sales
</TABLE>

(a) Annual compensation rate as of April 30th of fiscal year.
(a1) Effective since January 18, 1999.

<PAGE> 13

(b) Earned during fiscal year but paid in the following fiscal year.
(c) Laser Vision matching contribution to 401(k) plan.
(d) Warrants and options with exercise price of $4.50 per share.
(e) Warrants and options with exercise price of $9.00 per share.
(f) Warrants with exercise price of $3.71875 per share.
(g) Warrants with exercise price of $6.21875 per share.
(h) Warrants and options with exercise price of $3.8125 per share,
initially issued at $6.25 per share.

WARRANT AND OPTION GRANTS LAST FISCAL YEAR

The following table shows information regarding each stock option or
warrant granted during fiscal 1999 to each of the named executive officers.
Actual gains, if any, on stock options and warrant exercises are dependent on
the future performance of the Common Stock.

NAME NUMBER OF OPTIONS PERCENT OF TOTAL OPTIONS EXERCISE EXPIRATION
AND AND WARRANTS AND WARRANTS GRANTED TO PRICE DATE/GRANT DATE
POSITION EMPLOYEES IN FISCAL YEAR PER SHARE VALUE
- ---------------------------------- ----------------------- -------------------------- ----------------- --------------------
<S> <C> <C> <C> <C>

John J. Klobnak 200,000 13.6% $4.50 October. 2003
Chief Executive Officer $263,800

James C. Wachtman 160,000 10.9% $4.50 October, 2003
President and Chief Operating $210,400
Officer

Robert W. May 120,000 8.1% $4.50 October, 2003
Secretary and General Counsel $157,800

B. Charles Bono 120,000 8.1% $4.50 October, 2003
Exec. V.P., CFO and $157,800
Treasurer

James B. Tiffany 80,000 5.4% $9.00 January, 2004 &
V.P.-- Sales 2005
$239,320
</TABLE>

The warrants and options have a five year term and vest 25% on the
grant date and the 25% per year for three years (except for 69,000 warrants
issued to James B. Tiffany which vest and expire over one more year). The
exercisability of these warrants and options may accelerate in the event of a
change in control of the Company. The Black-Scholes option pricing model was
used to determine the value of options and warrants issued as of the grant date
using the following assumptions, dividend yield -- none, 4.5% risk free rate of
return, 40% to 42.5% volatility, and expected time of exercise -- thirty to
thirty-six months. The grant date values do not take into account risk factors
such as non-transferability and limits on exercisability. The ultimate value of
a stock warrant or option will depend on the market value of Laser Vision's
stock at a future date and could vary significantly from the theoretical
Black-Sholes value.

<PAGE> 14

AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/WARRANT VALUES

OPTIONS AND WARRANTS AT FISCAL YEAR END

NUMBER OF VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES REALIZED UNDERLYING UNEXERCISED IN-THE MONEY
NAME ACQUIRED ON EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
EXERCISE
- ---------------------------- ---------------- ----------------- ---------------------------------- ---------------------------------
<S> <C> <C> <C> <C>

John J. Klobnak 586,334 $3,158,050 496,500 / 300,000 $8,240,234 / $5,085,938

James C. Wachtman 54,000 $ 277,785 346,000 / 230,000 $5,591,313 / $3,895,313

Robert W. May 203,000 $1,072,487 394,900 / 190,000 $6,532,266 / $3,225,000

B. Charles Bono III 121,100 $657,366 275,000 / 190,000 $4,555,469 / $3,225,000

James B. Tiffany N/A N/A 2,750 / 77,250 $ 33,172 / $ 931,828

</TABLE>

The value of the unexercised in-the-money options and warrants was
calculated using the $21.0625 closing price per share of our common stock on
April 30, 1999 minus the exercise price.

OPTION AND WARRANT REPRICINGS

James C. Wachtman T. Wesley Dunn
----------------- --------------
<S> <C> <C>

Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 7, 1996 August 7, 1996

Number of securities underlying repriced options; warrants . . . . 250,000 150,000

Market price of stock at time of repricing . . . . . . . . . . . . $3.8125 $3.8125

Exercise price at time of repricing . . . . . . . . . . . . . . . $3.8125 $ 4.125

Length of original option term remaining at time of repricing . . 58 months 54 months

</TABLE>

The Compensation Committee of the Board of Directors (the "Committee")
met on July 29, 1996 and voted unanimously to lower the exercise price of
certain options and warrants issued earlier in calendar 1996 to reflect the
market bid price seven days later, after the announcement was made that we
elected to withdraw an underwritten public offering. The 250,000 options and
warrants granted to James C. Wachtman at $6.25 on May 29, 1997 were repriced at
$3.8125 per option and warrant and the 150,000 warrants granted to T. Wesley
Dunn at $6.3125 per share on February 1, 1996 were repriced at $4.125 per
warrant. The repricing decision to $3.8125 also affected 140,000 options and
warrants granted to members of the Board of Directors and our medical advisory
board on May 29, 1996 at $6.3125 per option or warrant. Since the date of the
grants of options and warrants to Messrs. Wachtman and Dunn, new officers of
Laser Vision at that time, our common stock

<PAGE> 15

experienced a decline in the market price due to several factors including a
general decline in the stock market as well as without our industry segment,
particularly during the June and July 1996 period, and the fact that Laser
Vision was in registration for an underwritten public offering of its common
stock. Ultimately, the Board elected to withdraw the offering due in large part
to these factors. The Committee felt it would be unfair and a significant
disincentive to Messrs. Wachtman and Dunn, especially in view of the fact that
they had only recently jointed Laser Vision (on May 20, 1996 and February 1,
1996, respectively) in positions of significant responsibility, to continue to
have these options and warrants priced at the previous level.

Employment Agreements

In June 1999 the Company extended the employment agreements with John
J. Klobnak, James C. Wachtman, Robert W. May and B. Charles Bono III for three
years. These contracts provide for base salaries and the potential payment of
certain bonuses conditioned upon certain objectives and/or increases in the
price of the Company's Common Stock. Under these contracts, termination of
employment by the Company without cause will result in payment by the Company to
the Employee of the total compensation due for the remainder of the term of the
contract or three year's compensation, whichever is greater. Termination of
employment by the employee under certain limited circumstances will result in
the payment by the Company to the Employee of the total compensation due for the
remainder of the term of the contract or three year's compensation, whichever is
greater.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER
PARTICIPATION IN COMPENSATION DECISION

During the last completed fiscal year, John J. Klobnak, Dr. Henry
Simon and Richard L. Lindstrom, M.D. served as members of the Compensation
Committee of the Company's Board of Directors. During that fiscal year, Mr.
Klobnak served as Chief Executive Officer of the Company. Mr. Klobnak has
previously served as the Company's President. During the last fiscal year, Dr.
Henry Simon was an employee of Schroder Ventures Life Sciences Advisors, Inc.,
an affiliate of the holder of 416,687 shares of Common Stock of the Company
during the fiscal year ended April 30, 1999.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") consists of the following
non-employee members of the Board of Directors: Richard L. Lindstrom, M.D. and
Dr. Henry Simon. John J. Klobnak, Chairman and CEO also serves on the Committee
and Robert W. May, Vice Chairman, Secretary and General Counsel serves as an
ex-officio member. The Committee determines and maintains the Company's
executive compensation policies and objectives and administers the Company's
Stock Option Plan.

The objectives of the Committee are to attract and retain highly
talented and productive executives, to provide incentives for superior
performance and to align the interests of the executive officers with the
interest of the Company's stockholders.

<PAGE> 16

The Company's executive compensation program combines cash
compensation with long-term incentive compensation, consisting of stock option
and warrant grants to attract, motivate and maintain its executive officers. In
addition, each executive is included in the Company's benefit plan which
includes health, dental, life and disability insurance and which is offered to
all employees of the Company.

Cash compensation consists of base salary and annual bonus programs.
When setting base salary levels, including the base salary level for the Chief
Executive Officer, the Committee considers the individual's salary history,
experience, performance and contribution to the management team. Also considered
is the performance of the Company and its progress towards implementing its
business plan of becoming a fully integrated provider of refractive services.
The Committee also considers salaries of executives in other companies of
similar size and industry, as well as the competitive market conditions, for the
purpose of determining base salaries necessary to recruit and retain highly
talented and productive executives. The Committee intends to target base salary
levels of the Company's executive officers, including the Company's Chief
Executive Officer, to such comparable companies.

Cash bonuses are awarded to executives principally as a mechanism to
recognize and reward individual achievements. The Committee has established
guidelines for awarding cash bonuses based on such factors as individual
achievements, achievement of the Company's business plan and increase, if any,
in the price of the Company's common stock.

The Committee believes that stock option and warrant grants (1) align
executive interest with stockholder interest by creating a direct link between
compensation and stockholder return; (2) assure that executives maintain a
significant long-term interest in the Company's success; (3) help retain key
executives in a competitive market; and (4) allow the Company to conserve cash
by reducing cash bonuses. Option and warrant grants are made from time to time
to executives and other employees whose contributions have or will have a
significant impact on the Company's long-term performance. The Company's
determination of whether option and warrant grants are appropriate each year is
based upon individual performance measures established for each individual
officer, including the Company's Chief Executive Officer. Generally, option and
warrant grants to executive officers vest over periods of two to three years and
expire five years from the date of grant.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS.

JOHN J. KLOBNAK
DR. HENRY SIMON
RICHARD L. LINDSTROM, M.D.

15
<PAGE> 17

PERFORMANCE GRAPH

The graph below compares the performance of Laser Vision Centers,
Inc.'s common stock with that of the Nasdaq Health Services Stocks Total Return
Index (a published industry index), the Nasdaq Non-Financial Stocks Total Return
Index and Nasdaq U.S. stocks (broad equity market indices). The comparison of
total return on investment (change in period end stock price plus reinvested
dividends) for each of the fiscal years assumes that $100 was invested on April
30, 1993 in each of LaserVision Centers, Inc.'s common stock, the Nasdaq
Non-Financial Stocks Group, the Nasdaq Health Services Stocks Group and the
Nasdaq U.S. stocks. The graph lines merely connect fiscal year-end dates and do
not reflect any fluctuations between those dates.

The stock price performance shown on the graph is not necessarily indicative of
future price performance.

[PERFORMANCE GRAPH]

100 152 248 111 234 733 Laser Vision

100 102 159 123 155 113 Nasdaq Non-Financial Stocks

100 116 166 169 249 347 Nasdaq Health Services Stocks

100 116 166 175 262 356 Nasdaq U.S. Stocks

</TABLE>

<PAGE> 18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective May 1, 1998 and January 1, 1999, the Company entered into
Agreements agreements with Minnesota Eye Consultants, of which Richard L.
Lindstrom, M.D., is a principal shareholder. Dr. Lindstrom is a director of the
Company, as well as the Company's Medical Director and a paid consultant to the
Company.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Any stockholder proposal intended to be presented at the Company's next
annual meeting of stockholders must be received by the Company at its office in
St. Louis, Missouri, on or before May 30, 2000 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.

EXPENSES OF SOLICITATION

The cost of the solicitation of proxies will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by regular
employees of the Company, either personally or by telephone, facsimile or
express delivery services. The Company does not expect to pay any compensation
for the solicitation of proxies, but will reimburse brokers and other persons
holding shares in their name or in the names of nominees for expenses in sending
proxy materials to beneficial owners and obtaining proxies from such owners.

OTHER MATTERS

The Notice of Annual Meeting of Shareholders, Proxy Form and a copy of
the Company's Annual Report for the year ended April 30, 1999 are enclosed with
this Proxy Statement.

The Board of Directors does not intend to bring any matters before the
meeting other than as stated in this proxy statement, and is not aware that any
other matters will be presented for action at the meeting. If any other matters
come before the meeting, the persons named in the judgment, pursuant to the
discretionary authority granted by the proxy. The cost of preparing, assembling
and mailing the proxy material will be borne by the Company.

All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted at the meeting in accordance with the directions
given. In voting by proxy in regard to the election of five directors to serve
until the 2000 Annual Meeting of Stockholders, stockholders may vote in favor of
all nominees or withhold their votes as to all nominees or withhold their votes
as to specific nominees. With respect to the approval of the selection of
PricewaterhouseCoopers LLP, stockholders may vote in favor of the item or
against the item or may abstain from voting. Stockholders should specify their
choices on the enclosed proxy. If no specific instructions are given with
respect to the matters to be acted upon, the shares represented by the proxy
will be voted FOR the election of all directors and FOR the proposal to ratify
and approve the appointment of independent accountant.

<PAGE> 19

Respectfully submitted,

-----------------------------------------
Robert W. May

A copy of the Company's Annual Report is provided to you concurrently with this
Proxy Statement and includes a copy of its Annual Report on Form 10-K. At your
request, the Company will provide you copies of any exhibits to the Form 10-K
upon your payment of the Company's costs incurred in providing any such copies.

18
<PAGE> 20
PROXY ELECTION FORM

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF LASER VISION CENTERS, INC.

The undersigned Shareholder of Laser Vision Centers, Inc. (the "Company")
hereby appoints John J. Klobnak and Robert W. May or either of them (with
full power to act alone and to designate substitutes) Proxies of the
undersigned, with authority to vote and act with respect to all shares of
common stock of the Corporation which the undersigned would be entitled to vote
at the Annual Meeting of the Shareholders to be held on October 28, 1999 at
9:00 a.m., at the Marriott West, 660 Maryville Centre Drive, St. Louis,
Missouri 63141, and any adjournments thereof, with all the powers the
undersigned would possess if personally present, upon matters noted below and
upon such other matters as may properly come before the meeting. The shares
represented by this Proxy shall be voted as follows:

1. TO ELECT as Directors: John J. Klobnak, Robert W. May, Richard L.
Lindstrom, M.D., James M. Garvey and Steven C. Straus.

[ ] FOR all the foregoing nominees.

[ ] WITHHOLD AUTHORITY to vote for all the foregoing nominees.

NOTE: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME. UNLESS AUTHORITY TO VOTE FOR ALL OF THE
FOREGOING NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER
AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS NOT STRUCK.

2. TO RATIFY the appointment of PricewaterhouseCoopers LLP as the Independent
Certified Public Accountant for the purpose of conducting an annual audit.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. TO APPROVE the addition of 3,000,000 shares to the Non-Qualified Warrant
Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. TO APPROVE the Laser Vision Centers, Inc. Employee Stock Purchase Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 21
IF ANY OTHER BUSINESS IS TRANSACTED AT SAID MEETING, THIS PROXY SHALL BE VOTED
IN ACCORDANCE WITH THE BEST JUDGMENT OF THE HOLDERS OF THE PROXIES. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSITIONS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LASER VISION CENTERS,
INC., AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

NOTE: SIGNATURE(S) SHOULD FOLLOW EXACTLY THE NAME(S) ON THE
STOCK CERTIFICATES, EXECUTOR, ADMINISTRATION, TRUSTEE OR GUARDIAN
SHOULD SIGN AS SUCH. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS SHOULD SIGN.

DATED:
--------------------- ------------------------------
Signature(s) of Shareholder(s)

------------------------------
Name (Printed)

------------------------------
Signature(s) of Shareholder(s)

------------------------------
Name (Printed)

Address:
---------------------

------------------------------

------------------------------
City, State, Zip

Number of Shares Voted:
-------------------