LCA-Vision Board of Directors Responds to Recent Letters from Stockholder Group
December 10 2008 - 4:41PM
PR Newswire (US)
CINCINNATI, Dec. 10 /PRNewswire-FirstCall/ -- LCA-Vision Inc.
(NASDAQ: LCAV) ("LCA-Vision" or the "Company"), a leading provider
of laser vision correction services under the LasikPlus(R) brand,
today announced that its Board of Directors has sent a letter to
three stockholders in response to recent letters from those
stockholders to the Board. The full text of the letter from the
Company's Board of Directors appears below: December 10, 2008 VIA
EMAIL & CERTIFIED MAIL Stephen N. Joffe Craig P. Joffe Alan H.
Buckey 9650 Montgomery Road Cincinnati, Ohio 45242 Gentlemen: The
Board of Directors of LCA-Vision has received and reviewed each of
your letters. The Board is, of course, concerned about the
Company's recent operating results and aware of the business
challenges the Company faces, although it does not agree with your
description of the Company's condition as "dire" or its prognosis
as "poor." As in prior economic downturns, a decline in consumer
confidence and discretionary spending has adversely affected the
Company's performance. The Company has adopted and is implementing
a business plan, including the actions described in its recent SEC
filings, which the Board believes are appropriate during the
current difficult economic situation. The Board is confident in the
ability of its current management team to execute this business
plan. With respect to your recent request for Board representation
and appointment to management positions at the Company, as you have
noted repeatedly, each of you has previously served as an executive
officer of LCA- Vision and, in the case of Steve and Craig, also as
a Director. Each of you voluntarily resigned from those positions
of trust to pursue alternative personal or business objectives. It
seems to the Board for you to request such appointments is
disingenuous after previously abandoning the Company. Finally, the
Board's rationale for taking certain recent actions has been
adequately explained in the Company's public announcements
regarding those actions. In particular, the stockholders' rights
plan is designed to benefit all stockholders by ensuring that all
stockholders receive equal treatment in the event of any proposed
takeover, and to guard against tactics that could impair the
Board's ability to represent stockholders' interests fully and
independently. Under the Company's policies, the Board is
authorized to adopt a rights plan without prior approval if the
plan is submitted for stockholder approval within 12 months of
adoption. Accordingly, the plan provides that it will expire if its
adoption is not ratified by the stockholders within 12 months.
Consequently, the Board does not believe that it is necessary or
prudent to call an immediate special meeting of stockholders for
this purpose. The Board is certainly open to hearing the
suggestions of the Company's stockholders, as evidenced by our
arranging a meeting between you and certain members of the Board.
However, your recent letter writing campaign has become a
distraction to executing our strategic plan. Thus, we do not intend
to respond to your letters individually, as they tend to repeat
certain themes with which we don't agree. Sincerely, E. Anthony
Woods Chairman of the Board About LCA-Vision Inc./LasikPlus(R)
LCA-Vision Inc., a leading provider of laser vision correction
services under the LasikPlus(R) brand, operates 77 LasikPlus(R)
fixed-site laser vision correction centers in 33 states and 59
markets in the United States and a joint venture in Canada.
Additional company information is available at
http://www.lca-vision.com/ and http://www.lasikplus.com/.
Forward-Looking Statements This news release contains
forward-looking statements based on current expectations, forecasts
and assumptions of LCA-Vision that are subject to risks and
uncertainties. These forward-looking statements in this release are
based on information available to us as of the date hereof. Actual
results could differ materially from those stated or implied in our
forward-looking statements due to risks and uncertainties
associated with our business, including, without limitation, those
concerning economic, political and sociological conditions; the
acceptance rate of new technology, and our ability to successfully
implement new technology on a national basis; market acceptance of
our services; the successful execution of marketing strategies to
cost-effectively drive patients to our vision centers; competition
in the laser vision correction industry; an inability to attract
new patients; the possibility of long-term side effects and adverse
publicity regarding laser vision correction; operational and
management instability; legal or regulatory action against us or
others in the laser vision correction industry; our ability to
profitably operate vision centers and retain qualified personnel
during periods of lower procedure volumes; the relatively high
fixed cost structure of our business; the continued availability of
non-recourse third- party financing for our patients on terms
similar to what we have paid historically; and the future value of
revenues financed by us and our ability to collect on such
financings which will depend on a number of factors, including the
worsening consumer credit environment and our ability to manage
credit risk related to consumer debt, bankruptcies and other credit
trends. In addition, an ongoing FDA study about post-Lasik
quality-of-life matters could potentially impact negatively the
acceptance of Lasik. For a further discussion of the factors that
may cause actual results to differ materially from current
expectations, please review our filings with the Securities and
Exchange Commission, including but not limited to our reports on
Forms 10-K, 10-Q and 8-K. Except to the extent required under the
federal securities laws and the rules and regulations promulgated
by the Securities and Exchange Commission, we assume no obligation
to update the information included in this news release, whether as
a result of new information, future events or circumstances, or
otherwise. Earning Trust Every Moment. Transforming Lives Every
Day. For Additional Information Company Contact: Investor Relations
Contact: Barb Kise Jody Cain LCA-Vision, Inc. Lippert/Heilshorn
& Associates 513-792-9292 310-691-7100 DATASOURCE: LCA-Vision
Inc. CONTACT: Company Contact, Barb Kise, LCA-Vision, Inc.,
+1-513-792-9292; or Investor Relations, Jody Cain,
Lippert-Heilshorn & Associates, +1-310-691-7100 Web site:
http://www.lca-vision.com/
Copyright