11.4% Shareholders & Former Executive Management of LCA-Vision Express Shock and Disbelief at Recent Adoption of Poison Pill
November 24 2008 - 4:18PM
PR Newswire (US)
CINCINNATI, Nov. 24 /PRNewswire/ -- Dr. Stephen Joffe, Craig Joffe,
and Alan Buckey today filed an amendment to their Schedule 13D with
the U.S. Securities and Exchange Commission. The group previously
filed a 13D disclosing ownership of 11.4% of LCA-Vision, Inc.
(NASDAQ:LCAV), which operates 77 LasikPlus fixed-site laser vision
correction centers in 33 states in the United States. Dr. Joffe is
the founder and former Chairman and CEO of LCAV. Craig Joffe is the
former Chief Operating Officer and General Counsel of LCAV, and
Alan Buckey is the former Executive Vice President of Finance and
Chief Financial Officer of the Company. The three of them worked
together as the executive management team of LCAV (NASDAQ:LCAV) to
grow the market capitalization of the Company well in excess of
1000% from 2003-2006. Having specifically expressed to LCAV's Board
of Directors their willingness and unique ability to help the Board
of Directors fix what they believe is effectively a broken company,
the group was both saddened and in a state of disbelief to find
earlier this morning that the Company had put in place a
"stockholder rights plan," commonly known as a poison pill. This
poison pill was put in place immediately following a letter dated
November 21, 2008, the group sent to E. Anthony Woods, Chairman of
the Board of Directors of LCA-Vision, and copied to the other
Directors, stating that their actions were prompted by the
systematic and dramatic destruction of value to the Company's
shareholders, physicians and employees that the three of them
worked together to create. LCAV's share price has fallen over 90%
in the two years since Steve Straus was appointed CEO by
LCA-Vision's Board of Directors. In a letter to the Chairman of the
Board of Directors dated November 24, 2008, and filed earlier today
with the amendment to their Schedule 13D, they stated, "As we have
previously expressed to you, including as recently as our letter
dated November 21, 2008, we are significant shareholders who feel
financial, ethical, and reputational responsibilities to the
Company, its shareholders, physicians, optometrists, and employees.
We truly want to help the Board of Directors save LCA-Vision from
its apparent path to self-destruction." "Following immediately on
the heels of our most recent letter to you, we were saddened,
shocked and in disbelief when we awoke this morning to find that
the Board of Directors had adopted a poison pill. Often
"shareholder right plans," poison pills and similar type of
corporate (mis)governance shenanigans are associated with
incompetent Boards of Directors and management teams entrenching
themselves and protecting their positions and their compensation at
the expense of their shareholders and shareholder value." The
letter goes on to state, "After having used shareholder money to
put in place more protective indemnification agreements for
themselves earlier this year, LCAV's Board of Directors has again
chosen to bill LCA-Vision's shareholders tens of thousands of
dollars in legal fees to put the poison pill in place. Similarly,
we shall now be required to spend thousands of dollars in legal
fees to parse back through the thicket of dense legal language of
the poison pill; given the dire circumstances in which the Company
now finds itself, this is a path we believe is neither productive
nor beneficial to anyone, let alone the Company's shareholders. To
be clear, we are not advocates of "ever-escalating arms races" that
arguably benefit no one, certainly not shareholders or shareholder
value. Rather, we remain hopeful that the Board of Directors will
embrace the calls for fundamental change consistent with their
fiduciary duties to their shareholders, as opposed to spending time
and shareholder money to further entrench themselves and the
executive management team as the Company appears to plunge forward
on a path to self-destruction." In addition to Mr. E. Anthony
Woods, who in addition to serving as Chairman of LCA-Vision, also
serves as a Director of Cincinnati Financial Corporation and as a
Director of Anchor Funding Services, the letter dated November 24,
2008, was also copied to Mr. William Bahl, who serves as Chairman
of LCAV's Compensation Committee, Director and Chairman of the
Nominating Committee of the Board of Cincinnati Financial
Corporation and as President & Co-Founder of Bahl & Gaynor;
Mr. John Gutfreund, who serves as Chairman of LCAV's Nominating and
Governance Committee and on the Board of Directors of several
over-the-counter traded companies, including GVI Securities
Solutions; John Hassan, Chairman of LCAV's Audit Committee; and
Steven Straus, LCAV's CEO. (The full text of the letter appears
below.) About Dr. Stephen N. Joffe Stephen N. Joffe, MD, FACS, age
65, is the founder and former Chairman and Chief Executive Officer
of LCA-Vision. He was the founder of LCA-Vision's corporate
predecessor, Laser Centers of America, Inc., and served as its
Chairman of the Board and Chief Executive Officer from its
formation in 1985 until its merger into LCA-Vision in 1995. In
1983, Stephen Joffe also founded and served as Chairman of Surgical
Laser Technologies, Inc. until 1989. He is presently the Chief
Executive Officer of the Hearing Foundation, Inc., a hearing
company, and Co-Founder of Joffe MediCenter LLC, a healthcare
services company. In addition Dr. Joffe is an Esteemed Quondum
Professor of Surgery at the University of Cincinnati Medical
Center, an honor he has held since 1990. He has held other medical
faculty appointments at the Universities of London, Glasgow and
Cincinnati and fellowships in the American College of Surgeons and
the Royal College of Surgeons in Edinburgh and Glasgow. He has
published 170 articles in peer-reviewed and scientific journals and
authored 35 chapters for medical books as well as written and
edited several books on lasers and their application to medicine
and surgery. About Craig P.R. Joffe Craig P.R. Joffe, age 36, was
Interim Chief Executive Officer of LCA-Vision from March 2006
through November 2006. He was appointed Chief Operating Officer of
LCA-Vision in September 2005, a position he held through his
resignation in March 2008. He also served as Secretary of LCA
Vision from March 2003, when he joined the Company, until March
2008. He also served on the Board of Directors of LCA-Vision from
2004 through March 2008, and previously served as a Director from
1995 to 1997. Prior to joining LCA-Vision, Mr. Joffe served as
Assistant General Counsel of IAC/InterActiveCorp, a leading
publicly traded interactive commerce company, from September 2000
to February 2003. Previously, Mr. Joffe, a graduate of Harvard Law
School and Columbia University, was a general practice associate in
the New York and London offices of the law firm Sullivan &
Cromwell for over three years, where he concentrated his practice
on corporate finance transactions. Mr. Joffe is currently the Chief
Executive Officer and Co-Founder of Joffe MediCenter LLC, a
healthcare services company. About Alan H. Buckey Alan H. Buckey,
age 50, was Executive Vice President of Finance and Chief Financial
Officer for LCA-Vision from March 2000 to June 2008. He came to
LCA-Vision from Pease Industries, a manufacturing company based in
Fairfield, Ohio, where he served as Vice President, Finance from
1991 to February 2000. Prior to 1991, Mr. Buckey served as Chief
Financial Officer of the Hilltop Companies, a contract laboratory
research firm and as a senior manager with Ernst & Young's
Great Lakes Consulting Group. While at Ernst & Young, he served
as acting Chief Financial Officer of a start-up laser surgery
management company which was the predecessor of LCA-Vision. Mr.
Buckey holds a B.S. in Applied Science from Miami University and
holds an M.B.A in Finance from the Wharton School, University of
Pennsylvania. He is a Certified Public Accountant. Stephen N. Joffe
Craig P. Joffe Alan H. Buckey 9560 Montgomery Road Cincinnati, OH
45242 VIA EMAIL & CERTIFIED MAIL November 24, 2008 Mr. E.
Anthony Woods, Chairman of the Board LCA-Vision Inc. c/o LCA-Vision
Inc. 7840 Montgomery Road Cincinnati, Ohio 45236 Dear Tony: As we
have previously expressed to you, including as recently as our
letter dated November 21, 2008, we are significant shareholders who
feel financial, ethical, and reputational responsibilities to the
Company, its shareholders, physicians, optometrists, and employees.
We truly want to help the Board of Directors save LCA-Vision from
its apparent path to self-destruction. Following immediately on the
heels of our most recent letter to you, we were saddened, shocked
and in disbelief when we awoke this morning to find that the Board
of Directors had adopted a "stockholder rights plan," commonly
known as a poison pill. Often "shareholder right plans," poison
pills and similar type of corporate (mis)governance shenanigans are
associated with incompetent Boards of Directors and management
teams entrenching themselves and protecting their positions and
their compensation at the expense of their shareholders and
shareholder value. After having used shareholder money to put in
place more protective indemnification agreements for themselves
earlier this year, LCAV's Board of Directors has again chosen to
bill LCA Vision's shareholders tens of thousands of dollars in
legal fees to put the poison pill in place. Similarly, we shall now
be required to spend thousands of dollars in legal fees to parse
back through the thicket of dense legal language of the poison
pill; given the dire circumstances in which the Company now finds
itself, this is a path we believe is neither productive nor
beneficial to anyone, let alone the Company's shareholders. To be
clear, we are not advocates of "ever-escalating arms races" that
arguably benefit no one, certainly not shareholders or shareholder
value. Rather, we remain hopeful that the Board of Directors will
embrace the calls for fundamental change consistent with their
fiduciary duties to their shareholders, as opposed to spending time
and shareholder money to further entrench themselves and the
executive management team as the Company appears to plunge forward
on a path to self-destruction. Needless to say, the three of us
have significant experience in the laser vision correction
industry, having grown shareholder value at LCA-Vision well in
excess of 1,000% from 2003-2006. And as a group, the three of us
own 11.4% of LCA-Vision's shares, which is clearly in stark
contrast to the less than 1% collective ownership in the Company
that the Board of Directors currently owns. As we pointed out in
our November 21st letter, in fact 3 of the 4 independent directors
of the Board are currently out of compliance with the very policy
regarding minimal stock ownership in the Company that they
themselves put in place. We have the unique experience and know-how
to help get the Company back on track, and again express our
sincere and genuine hope the Board of Directors will welcome us to
help save the Company from its current path to self-destruction.
Sincerely, Stephen N. Joffe Craig P.R. Joffe Alan Buckey cc:
LCA-Vision Inc. Board of Directors William Bahl, Independent
Director, LCAV's Chairman of Compensation Committee; Director of
Cincinnati Financial Corporation John Gutfreund, Independent
Director, LCAV's Chairman of Nominating & Governance Committee;
Director of GVI Securities Solutions John Hassan, Independent
Director, Chairman of Audit Committee Steven Straus, C.E.O. For
Further Information: Lisa Blaker 9560 Montgomery Road Cincinnati,
Ohio 45242 (513) 659 2001 DATASOURCE: Steve Joffe CONTACT: Lisa
Blaker, +1-513-659-2001, for Steve Joffe
Copyright
(MM) (NASDAQ:LCAV)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:LCAV)
Historical Stock Chart
From Jul 2023 to Jul 2024