<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 1999
Registration No. 33-
-------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
LASER VISION CENTERS, INC.
(Exact name of registrant in its charter)
-------------------------------
Delaware 43-1530063
(State of (I.R.S. Employer
jurisdiction of identification number
incorporation or
organization)
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(314) 434-6900
(Address and telephone number of principal executive offices and intended
principal place of business.)
-------------------------------
LASER VISION CENTERS, INC. 1990 INCENTIVE STOCK OPTION PLAN
LASER VISION CENTERS, INC. 1990 NON-QUALIFIED STOCK OPTION PLAN
LASER VISION CENTERS, INC. 1994 NON-QUALIFIED WARRANT PLAN
(Full Title of Plans)
-------------------------------
Robert W. May, Esq.
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(314) 434-6900
(Name, address and telephone number of agent for service)
-------------------------------
With copy to:
James R. Dankenbring, Esq.
Dankenbring Greiman Osterholt & Hoffmann, P.C.
120 South Central, Suite 500
St. Louis, Missouri 63105
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
An Index of the Exhibits to this Registration Statement can be found at page 4.
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered (1) offering price per aggregate offering registration fee
share price
<S> <C> <C> <C> <C>
Common stock, $.01 par value 489,320 shares $8.89(2) $4,350,055 $1209
(1990 Incentive Stock Option Plan)
Common Stock $.01 par value 160,680 shares $27.6875(3) $4,448,828 $1237
(1990 Incentive Stock Option Plan)
Common stock, $.01 par value 263,363 shares $9.50(2) $2,501,949 $ 696
(1990 Non-Qualified Stock Option Plan)
Common stock, $.01 par value
(1990 Non-Qualified Stock Option Plan) 36,637 shares $27.6875(3) $1,014,387 $ 282
Common stock, $.01 par value 1,747,300 shares $8.85(2) $15,463,605 $4,299
(1994 Non-Qualified Warrant Plan)
Common stock, $.01 par value 252,700 shares $27.6875(3) $6,996,631 $1,945
(1994 Non-Qualified Warrant Plan)
Total Registration
Fee= $ 9,668
</TABLE>
- -------------------------------------------------------------------------------
(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, this registration statement also covers the additional shares
of Common Stock of Laser Vision Centers, Inc. that will result from any
split of, or a stock dividend on, the registered shares of Common
Stock.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(h)
under the Securities Act of 1933 and is based upon the weighted average
of the exercise price for the options granted under such plan.
(3) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(h)
and Rule 457(c) under the Securities Act of 1933 and is based upon the
average of the high and low prices per share of the Common Stock as
quoted on the NASDAQ National Market on January 28, 1999.
1
<PAGE> 3
INTRODUCTION
This Registration Statement on Form S-8 is filed by Laser Vision Centers,
Inc. (the "Company") relating to shares of common stock, par value $0.01 (the
"Common Stock"), to be issued pursuant to awards granted under the Company's
1990 Incentive Stock Option Plan (the "Employee Plan") and pursuant to options
granted under the 1990 Non-Qualified Stock Option Plan, as amended (the
"Directors Plan") and pursuant to the Company's 1994 Non-Qualified Warrant Plan,
as amended (the "Warrant Plan") (collectively, the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which previously have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1998 (the "Annual Report");
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998;
(iii) The description of the Company's common stock, par value $.01 per share
(the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A, filed with the Commission on November 15, 1996, including
any amendment or report filed for the purpose of updating such
description; and
(iv) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report.
<PAGE> 4
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto which indicates that all securities
offered hereunder have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware (the "Delaware GCL"),
provides that a director or officer of a corporation (i) shall be indemnified by
the corporation for all expenses of litigation or other legal proceedings when
he is successful on the merits, (ii) may be indemnified by the corporation for
the expenses, judgments, fines and amounts paid in settlement of such litigation
(other than a derivative suit) even if he is not successful on the merits if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation (and, in the case of a criminal
proceeding, had no reason to believe his conduct was unlawful), and (iii) may be
indemnified by the corporation for expenses of a derivative suit (a suit by a
stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, provided that no such indemnification may be made
in accordance with this clause (iii) if the director or officer is adjudged
liable to the corporation unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. The indemnification described in clauses (ii)
and (iii) above shall be made only upon order by a court or a determination by
(i) a majority of a quorum of disinterested directors, (ii) independent legal
counsel or (iii) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such director
or officer to repay such expenses if it is ultimately determined that he is not
entitled to be indemnified in connection with the proceeding to which the
expenses relate.
3
<PAGE> 5
The Company's Certificate of Incorporation includes a provision eliminating,
to the fullest extent permitted by Delaware law, director liability for monetary
damages for breaches of fiduciary duty.
The Company's Bylaws require that directors and officers be indemnified to
the maximum extent permitted by Delaware law.
The Company and each executive officer of the Company and its subsidiaries
are parties to an indemnity agreement (the "Indemnity Agreements") which
provides for certain indemnification of directors or executive officers for
liabilities incurred as a result of omissions, neglect or a breach of duty
committed in the capacity of a director or executive officer. The benefits of
the indemnity agreement are not available if the director or executive officer
has other indemnification or insurance coverage for the subject claim, or if,
with respect to the matters giving rise to the claim the director or executive
officer (i) received an improper personal benefit, (ii) violated Section 16(b)
of the Securities Exchange Act of 1934 or analogous provision of law, or (iii)
committed certain acts of dishonesty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1* Specimen Stock Certificate
4.2** Company's Restated Certificate of Incorporation, as
amended
4.3** Form of Company's By-Laws, as amended.
4.4 Company's 1994 Non-Qualified Warrant Plan, as
amended
4.5*** Company's 1990 Incentive Stock Option Plan
4.6*** Company's 1990 Non-Qualified Stock Option Plan,
as amended
5 Opinion of Dankenbring Greiman Osterholt & Hoffmann,
P.C. with respect to the shares being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dankenbring Greiman Osterholt & Hoffmann,
P.C. (included in Exhibit 5 hereto)
4
<PAGE> 6
24 Power of Attorney (included on signature page of the
registration statement)
*Incorporated by reference from the Company's Registration Statement No.
33-33843 declared effective by the Securities and Exchange Commission on April
3, 1991.
**Incorporated by reference from the Company's Registration Statement on Form
8-A (File No. 000-21741) filed with the Securities and Exchange Commission on
November 15, 1996.
***Incorporated by Reference from the Company's Registration Statement on Form
SB-2 (File No. 33-67328) declared effective by the Securities and Exchange
Commission on November 9, 1993.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
5
<PAGE> 7
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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.
SIGNATURES
The Registrant. 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 Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, the 3rd day of
February, 1999.
LASER VISION CENTERS, INC.
By: /s/ John J. Klobnak
-------------------------------
John J. Klobnak, Chief Executive
Officer and Chairman of the
Board of Directors
POWER OF ATTORNEY
We, the undersigned officers and directors of Laser Vision Centers, Inc.,
hereby severally and individually constitute and appoint John J. Klobnak and B.
Charles Bono III, and each of them, the true and lawful attorneys and agents of
each of us to execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in connection
therewith and to file the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with or without the other
and to have full power and authority to do and perform in the name and on behalf
of each of the undersigned
6
<PAGE> 8
every act whatsoever necessary or advisable to be done in the premises as fully
and to all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed by
our said attorneys and agents an each of them to any and all such amendments and
instruments.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ John J. Klobnak
---------------------------------------
John J. Klobnak, Chief Executive Officer
and Chairman of the Board of Directors
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John J. Klobnak Director and Chairman of the February 3, 1999
- ------------------------------ Board of Directors and Chief Executive
John J. Klobnak Officer (Principal executive officer)
/s/ B. Charles Bono III
- ------------------------------ Executive Vice President and February 3, 1999
B. Charles Bono III Treasurer, Chief Financial Executive
(Principal accounting officer)
/s/ Robert W. May
- ------------------------------ Secretary, Director February 3, 1999
Robert W. May
/s/ James M. Garvey
- ------------------------------ Director February 3, 1999
James M. Garvey
/s/ Richard L. Lindstrom, M.D.
- ------------------------------ Director February 3, 1999
Richard L. Lindstrom, M.D.
/s/ Dr. Henry Simon
- ------------------------------ Director February 3, 1999
Dr. Henry Simon
/s/ Steven C. Straus
- ------------------------------ Director February 3, 1999
Steven C. Straus
/s/ James C. Wachtman
- ------------------------------ President February 3, 1999
James C. Wachtman
</TABLE>
7
<PAGE> 9
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
4.1* Specimen Stock Certificate
4.2** Company's Restated Certificate of Incorporation
4.3** Form of Company's By-Laws, as amended.
4.4 Company's 1994 Non-Qualified Warrant Plan, as amended
4.5*** Company's 1990 Incentive Stock Option Plan
4.6*** Company's 1990 Non-Qualified Stock Option Plan,
as amended
5 Opinion of Dankenbring Greiman Osterholt & Hoffmann, P.C. with
respect to the shares being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dankenbring Greiman Osterholt & Hoffmann, P.C.
(included in Exhibit 5 hereto)
24 Power of Attorney (included on signature page of the
registration statement)
8
<PAGE> 1
EXHIBIT 4.4
LASER VISION CENTERS, INC.
1994 NON-QUALIFIED WARRANT PLAN, AS AMENDED
1. Statement of Purpose. The purpose of this Non-Qualified Warrant Plan
(the "Plan") is to benefit LASER VISION CENTERS, INC. (the "Company") through
the maintenance and development of its businesses by enabling the Company to
attract and retain well-qualified individuals, including employees, directors,
consultants, and advisors, to serve the Company by providing a favorable
opportunity to such persons to become holders of stock in the Company over a
period of years, thereby giving them a permanent stake in the growth and
prosperity of the Company and encouraging the continuance of their involvement
with the Company and/or its subsidiaries.
2. Exchange of Options for Warrants. Any executive employee of the
Company who is a present holder of an Incentive and/or Non-Qualified Stock
Option ("Options") may, at his or her option, relinquish any Options he or she
may hold, and receive in exchange thereto five-year warrants to purchase a like
number of shares of the Company's common stock at the average price of the
Options being relinquished. The number of exercisable Warrants at the time of
grant shall be equal to the number of Options exercisable at that time. The
balance of the warrants shall become exercisable in equal monthly increments
over a period of two years unless otherwise specified in the warrants. Any
Options relinquished pursuant to this paragraph of the Plan shall become
available for grant by the Board of Directors pursuant to the terms of the
respective plans.
3. Administration. The Plan shall be administered by the Board of
Directors of the Company, or a committee appointed by the Board of Directors,
which Board or committee for purposes of this Plan shall be referred to as the
Committee. The Committee shall have full and plenary authority to interpret the
terms and provisions of the Plan.
4. Eligibility. Warrants shall be granted only to Executive Employees,
Directors and Consultants of the Company and its subsidiaries. A Consultant is
any non-employee who performs services for the Company.
5. Reservation of Shares and Grants of Warrants. There shall be
reserved for issuance upon exercise of warrants granted under this Plan an
aggregate of 2,000,000 shares of the $.01 par value Common Stock of the Company,
subject to adjustment as provided in Section 11. Warrants granted under this
Plan are not intended to be treated as incentive stock options as defined in
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that a warrant expires or is terminated or cancelled
unexercised as to any shares, such released shares may
<PAGE> 2
again be warranted (including a grant in substitution for a cancelled warrant).
Shares subject to warrants may be made available from unissued or reacquired
shares of Common Stock.
Nothing contained in the Plan or in any warrant granted pursuant
thereto shall confer upon any warrantholder any right to be nominated by
management of the Company as a director of the Company or of any subsidiary, or
interfere in any way with the right of the Company and its Board of Directors to
remove such warrantholder as a director of the Company or any subsidiary in
accordance with the Company's or subsidiary's bylaws and applicable state law.
In addition, nothing in this Warrant Plan or any warrant shall confer upon any
employee any right to continue in the employ of the Company or of any of its
subsidiaries, or interfere in any way with the right of the Company or any such
subsidiary to terminate his employment at any time.
6. Warrant Price. The warrant price shall be no less than the fair
market value, at the time the warrant is granted, of the shares of Common Stock
subject to the warrant. Such fair market value shall be determined by the Board
of Directors; provided however if the Common Stock is quoted in the
over-the-counter market at the date of grant, the fair market value shall be the
mean of the bid and asked prices of the Common Stock at the close of the trading
day next preceding the date of grant of the warrant; and further provided that
if the Common Stock is then listed on any national exchange, fair market value
shall be the mean between the high and low sales price on the date next
preceding the date of grant of the warrant.
7. Duration of Warrants and Extensions. Subject to the provisions of
Section 9 hereof, each warrant shall be for a term of five years, provided,
however, that the Committee may, in its discretion, extend the term of any
warrant. Each warrant shall become exercisable immediately at the option of the
grantee, provided such warrant is exercisable pursuant to its terms. Subject to
the foregoing, all or any part of the shares to which the right to purchase has
accrued may be purchased at the time of such accrual or at any time or times
thereafter during the warrant period.
8. Exercise of Warrant. A warrant may be exercised by giving written
notice to the Company, attention of the Secretary, specifying the number of
shares to be purchased, accompanied by the full purchase price for the shares to
be purchased either in cash or by check or shares of Company common stock.
9. Termination of Relationship - Exercise Thereafter. In the event a
warrantholder's service to the Company is terminated for any reason, such
warrantholder's warrant shall continue to be exercisable and all rights to
purchase shares which have accrued
2
<PAGE> 3
pursuant thereto shall continue in accordance with the terms of
such warrant.
10. Non-Transferability of Warrants. No warrant shall be transferable
by the warrantholder otherwise than by will or the laws of descent and
distribution and each warrant shall be exercisable during a warrantholder's
lifetime only by him.
11. Adjustment. The number of shares subject to the Plan and to
warrants granted under the Plan shall be adjusted as follows: (a) in the event
that the outstanding shares of Common Stock of the Company is changed by any
stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to warrants granted thereunder shall be proportionately
adjusted; (b) in the event of any merger, consolidation or reorganization of the
Company with any other corporation or corporations, all warrants shall become
fully exercisable unless the Committee should determine otherwise that there
shall be substituted, on an equitable basis, for each share of Common Stock then
subject to the Plan, whether or not at the time subject to outstanding warrants,
the number and kind of shares of Stock or other securities to which the holders
of shares of Common Stock of the Company will be entitled pursuant to the
transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Committee shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the Plan,
whether or not then subject to outstanding warrants. In the event of any such
adjustment, the purchase price per share shall be proportionately adjusted.
12. Termination and Amendment of Plan. This Plan shall terminate ten
years from the effective date of this Plan, and a warrant shall not be granted
under the Plan after the date. The Board of Directors may at any time and from
time to time modify or amend the Plan in such respects as its shall deem
advisable provided that: (a) any increase in the maximum number of shares for
which warrants may be granted under the Plan, any change in the method of
automatic grant, or any change in the provisions relating to the persons to whom
warrants shall be granted must be approved by a majority vote of the
stockholders within twelve months before or after the effective date of such
increase or change; and (b) the Board of Directors shall not have authority to
change (i) the warrant prices, or (ii) the periods during which warrants may be
granted or exercised, or (iii) the provisions relating to adjustments to be made
upon changes in capitalization. The termination or any modification or amendment
of the Plan shall not, without the consent of any warrantholder, affect his
rights under a warrant theretofore granted to him.
13. Effective Date. The Plan has been adopted and authorized by the
Board of Directors effective on January 4, 1994.
3
<PAGE> 1
EXHIBIT 5
[DANKENBRING GREIMAN OSTERHOLT & HOFFMANN LETTERHEAD]
February 3, 1999
Laser Vision Centers, Inc.
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
Re: Laser Vision Centers, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Laser Vision Centers, Inc., a Delaware
corporation (hereinafter called the "Company"), in connection with various legal
matters relating to the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
up to 2,950,000 shares of common stock of the Company, par value $.01 per share
(the "Shares"), which will be held by certain individuals and entities pursuant
to their exercise of rights granted to them under the Company's 1990 Incentive
Stock Option Plan, 1990 Non-Qualified Stock Option Plan and 1994 Non-Qualified
Warrant Plan (collectively, the "Plans"), and which may then be sold by them
from time to time.
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
charter, by-laws and certificates received from state officials and from
officers of the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies and the correctness of statements
submitted to us by officers of the Company.
Based solely on the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
<PAGE> 2
Laser Vision Centers, Inc.
February 3, 1999
Page Two
2. The Shares, when issued in accordance with the terms of the
Plans, will be validly issued and outstanding, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
We also consent to the filing of copies of this opinion with agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding the sale of Shares.
Very truly yours,
DANKENBRING, GREIMAN, OSTERHOLT
& HOFFMANN, P.C.
By: /s/ James R. Dankenbring
--------------------------------
James R. Dankenbring
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 12, 1998 appearing on page F-1 of
Laser Vision Centers, Inc.'s Annual Report on Form 10-K for the year ended April
30, 1998.
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 2, 1999
