- Amended Statement of Beneficial Ownership (SC 13D/A)
December 09 2008 - 4:10PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 5)
LCA-VISION
INC
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
501803308
(CUSIP
Number)
Mark
A. Weiss, Esq.
Keating
Muething & Klekamp PLL
One East
Fourth Street, 14th Floor
Cincinnati,
Ohio 45202
(513)
579-6599
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
9, 2008
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Sec.240.13d-7 for other
parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes
).
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CUSIP
No. 501803308
|
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Page
2 of 6 Pages
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1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen
N. Joffe
|
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
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3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
PF
– See Item 3
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
2,115,320
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,320–
See Item 5
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
- See Item 5
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 501803308
|
|
Page
3 of 6 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Craig
P.R. Joffe
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
PF
– See Item 3
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(d) or 2(e)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
2,115,320
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,320–
See Item 5
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
- See Item 5
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 501803308
|
|
Page
4 of 6 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan
H. Buckey
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
PF
– See Item 3
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(d) or 2(e)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
2,115,320
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
2,115,320
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,320–
See Item 5
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
- See Item 5
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Explanatory
Note
This
Schedule 13D, as amended (“Schedule 13D”), relates to shares of Common Stock,
$.001 par value (the “Shares”), of LCA-Vision Inc., a corporation organized
under the laws of Delaware (the “Issuer”). This statement is being filed
by Stephen N. Joffe, Craig P.R. Joffe, and Alan H. Buckey (collectively, the
“Reporting Persons”).
This
Amendment No. 5 to Schedule 13D (this “Amendment
”)
is
being filed by the Reporting Persons solely to amen
d
Items 4 and 7.
Item 4. Purpose of
Transactions
.
Item
4 is amended to add the following:
On
December 9, 2008, the Reporting Persons sent to Mr. E. Anthony Woods, Chairman
of the Board of the Issuer, and copied to Mr. William Bahl, Mr. John Hassan, Mr.
John Gutfreund, and Mr. Steven Straus as the other Directors of the Board of the
Issuer, the letter included in this Amendment as Exhibit 99.9 and issued the
press release included in this Amendment as Exhibit 99.10.
Except as
the foregoing may be deemed a present plan or proposal, no Reporting Person has
any present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position, and/or change their purpose or formulate or
reformulate their plans or proposals with respect thereto.
Item
7. Material to be Filed as Exhibits.
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Exhibit
|
Description
|
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99.1*
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Power
of Attorney
|
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99.2*
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Joint
Filing Agreement
|
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99.3*
|
Letter
dated November 21, 2008 from the Reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.4)
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99.4*
|
Press
release dated November 21, 2008
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99.5*
|
Letter
dated November 24, 2008 from the Reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.6)
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99.6*
|
Press
release dated November 24, 2008
|
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99.7*
|
Letter
dated December 4, 2008 from the reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.8)
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99.8*
|
Press
release dated December 4, 2008
|
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99.9
|
Letter
dated December 9, 2008 from the reporting Persons to Mr. Tony Woods,
Chairman of the Issuer (included in Exhibit 99.10)
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99.10
|
Press
release dated December 9,
2008
|
*
Previously filed.
[Remainder
of page intentionally left blank; signature page follows.]
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December
9, 2008
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/s/Mark
A. Weiss
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*By:
Mark A. Weiss, as Attorney-in-Fact
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