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OMB
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3235-145
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ____
)*
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|
LCA-Vision
Inc.
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(Name
of Issuer)
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|
Common
Stock, par value $.001 per share
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(Title
of Class of Securities)
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501803
20 9
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(CUSIP
Number)
|
Eduardo
Baviera Sabater
Paseo
de la Castellana 20
28046
Madrid, Spain
011-34-91-781-9880
With
a copy to:
Jonathan
Klein, Esq.
DLA
Piper LLP (US)
1251
Avenue of the Americas
New
York, New York 10020
(212) 335-4000
|
|
(Name,
Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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|
October
23, 2008
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(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 § §240.13d-l(e), 240.13d-l(f) or 240.13d- l(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 §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form
with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
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).
CUSIP
No.
501803
20 9
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1.
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Names
of Reporting Persons.
Eduardo
Baviera Sabater
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Spain
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Number
of
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7.
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Sole
Voting Power
765,786
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Shares
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Beneficially
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8.
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Shared
Voting Power
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by Owned by
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Each
Reporting
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9.
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Sole
Dispositive Power
765,786
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Person With
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
765,786
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
4.1%
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14.
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Type
of Reporting Person (See Instructions)
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IN
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CUSIP
No.
501803
20 9
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1.
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|
Names
of Reporting Persons.
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|
2.
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|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Spain
|
|
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Number
of
|
7.
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Sole
Voting Power
565,440
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Shares
|
|
|
Beneficially
|
8.
|
Shared
Voting Power
|
by Owned by
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
565,440
|
Person With
|
|
|
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10.
|
Shared
Dispositive Power
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
565,440
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|
|
|
|
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|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
13.
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Percent
of Class Represented by Amount in Row (11)
3.1%
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|
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14.
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Type
of Reporting Person (See Instructions)
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|
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IN
|
CUSIP
No.
501803
20 9
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|
1.
|
|
Names
of Reporting Persons.
|
|
|
|
|
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|
|
|
(a)
o
|
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|
(b)
x
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|
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Netherlands
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Number
of
|
7.
|
Sole
Voting Power
765,786
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Shares
|
|
|
Beneficially
|
8.
|
Shared
Voting Power
|
by Owned by
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
765,786
|
Person With
|
|
|
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10.
|
Shared
Dispositive Power
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
765,786
|
|
|
|
|
|
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
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|
|
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13.
|
Percent
of Class Represented by Amount in Row (11)
4.
1%
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|
|
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14.
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Type
of Reporting Person (See Instructions)
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CO
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CUSIP
No.
501803
20 9
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1.
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Names
of Reporting Persons.
Investment
Ballo Holding BV
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6.
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Citizenship
or Place of Organization
Netherlands
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Number
of
|
7.
|
Sole
Voting Power
565,440
|
Shares
|
|
|
Beneficially
|
8.
|
Shared
Voting Power
|
by Owned by
|
|
|
Each
Reporting
|
9.
|
Sole
Dispositive Power
565,440
|
Person With
|
|
|
|
10.
|
Shared
Dispositive Power
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
565,440
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|
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|
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
|
Percent
of Class Represented by Amount in Row (11)
3.
1%
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14.
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Type
of Reporting Person (See Instructions)
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CO
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Item
1. Security and Issuer
This
statement on Schedule 13D relates to the Common Stock of LCA-Vision Inc. (the
“Company”), and is being filed pursuant to Rules 13d-1 and 13d-5 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of
the principal executive offices of the Company is 7840 Montgomery Road,
Cincinnati, Ohio 45236.
Item
2. Identity and Background
This
Schedule 13D is being filed on behalf of:
(1)
Eduardo Baviera Sabater, an individual (“Eduardo”)
(2)
Julio
Baviera Sabater, an individual (“Julio”)
(3)
Inversiones Telesan BV, a Dutch holding company owned by Eduardo Baviera Sabater
(“Telesan”)
(4)
Investment Ballo Holding BV, a Dutch holding company owned by Julio Baviera
Sabater (“Ballo”)
This
Schedule 13D relates to shares held by Telesan and Ballo.
The
address and principal place of business of each of Eduardo, Julio, Telesan
and
Ballo (the “Reporting Persons”) is Paseo de la Castellana 20, 28046 Madrid,
Spain. Eduardo is the CEO and a Director of Clinica Baviera SA, a Spanish
medical services company listed on the Madrid stock exchange. Julio is the
founder of Clinica Baviera SA and a Director.
Certain
information regarding the Reporting Persons’ directors and executive officers is
set forth in Schedules A and B hereto, which is incorporated by reference
herein. The citizenships of all of these individuals are listed in Schedules
A
and B.
During
the last five years, neither the Reporting Persons nor any of the individuals
listed in Schedules A and B has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party
to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which any of them was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
amount of funds used by Telesan and Ballo to purchase the 1,331,226 shares
of
Common Stock of the Company was approximately $11.8 million. The source of
the funds was capital contributions by the respective owners of the holding
companies.
Item
4. Purpose of Transaction
The
acquisition of the Common Stock by the Reporting Persons was originally made
solely for investment purposes, and not with a view towards influencing any
extraordinary corporate transaction, any change in the Company’s board of
directors or management, or any other change in the Company’s business,
corporate structure or capitalization. The Reporting Persons currently intend
to
purchase an aggregate of up to 10% of the outstanding common stock of the
Company. Although not currently contemplated, it is possible that the Reporting
Persons change their intent regarding their influence on the
Company.
To
date,
the Reporting Parties have not spoken to the Company’s management or its
representatives.
Except
as
set forth above, the Reporting Parties do not have any present plans or
proposals that relate to or would result in any of the actions required to
be
described in Item 4 of Schedule 13D. Each of the Reporting Parties may, at
any
time, review or reconsider its position with respect to the Company and
formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item
5. Interest in Securities of the Issuer
(a)
Pursuant
to Rule 13d-3, Telesan may be deemed to own beneficially 765,786 shares of
Common Stock, which represents 4.1% of all outstanding shares of Common Stock.
Eduardo owns 98% of Telesan so he may also be deemed to own such shares. The
remaining 2% of Telesan is owned by Eduardo’s wife, Marina Díaz-Leante Martínez.
Pursuant to Rule 13d-3, Ballo may be deemed to own beneficially 565,440 shares
of Common Stock, which represents 3.0% of all outstanding shares of Common
Stock. Julio owns 80% of Ballo so he may also be deemed to own such shares.
The
other 20% Ballo is evenly owned between his two daughters, Ms. Leticia Baviera
Omarrementería (10%) and M.s Carlota Baviera Omarrementería (10%). Julio and
Eduardo are brothers.
(b)
Eduardo
individually has the sole power to vote 765,786 shares of Common Stock and
dispose of 765,786 shares of Common Stock held by Telesan. As the 98% owner
of
Telesan, Eduardo makes all voting and investment decisions regarding
investments. Julio individually has the sole power to vote 5
65,440
shares
of
Common Stock and dispose of 5
65,440
shares
of
Common Stock held by Ballo. As the 80% owner of Ballo, Julio makes all voting
and investment decisions regarding investments.
(c)
The
Reporting Parties have effected the following transactions in the shares of
the
Company’s Common Stock during the past 60 days:
Telesan
made the following purchases, through ordinary brokerage transactions, during
the past 60 days and did not make any sales:
Date
of the Transaction
|
Number
of Shares
|
|
Price
per Share
|
10/13/08
|
2,450
|
|
$2.657
|
10/14/08
|
88,083
|
|
$2.926
|
10/15/08
|
74,724
|
|
$2.845
|
10/16/08
|
87,763
|
|
$2.723
|
10/17/08
|
26,578
|
|
$2.800
|
10/20/08
|
1,100
|
|
$2.768
|
10/21/08
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30,000
|
|
$2.789
|
10/22/08
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30,000
|
|
$2.700
|
10/23/08
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20,000
|
|
$2.599
|
10/24/08
|
58,502
|
|
$2.399
|
10/27/08
|
47,450
|
|
$2.490
|
10/27/08
|
8,021
|
|
$2.400
|
10/28/08
|
51,408
|
|
$2.340
|
10/28/08
|
28,592
|
|
$2.300
|
10/28/08
|
20,000
|
|
$2.300
|
10/28/08
|
47,472
|
|
$2.300
|
10/29/08
|
80,000
|
|
$2.290
|
10/29/08
|
300
|
|
$2.250
|
10/30/08
|
14,243
|
|
$2.436
|
10/31/08
|
19,100
|
|
$2.469
|
(d)
Not
applicable.
(e)
Not
applicable.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Schedule 13D.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The
information set forth in Items 3 through 5 of this statement is hereby
incorporated by reference in this Item 6. To the knowledge of the Reporting
Persons, except as otherwise described in this statement on Schedule 13D, there
are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 above or listed in
Schedule
A
or
Schedule
B
hereto,
and between any such persons and any other person, with respect to any
securities of the Company, including but not limited to, transfer or voting
of
any of the securities of the Company, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or
loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Company.
Item
7. Material to Be Filed as Exhibits
Exhibit 1
- Joint Filing Agreement dated as of November 4, 2008 by and among Eduardo
Baviera Sabater, Julio Baviera Sabater, Inversiones Telesan BV and Investment
Ballo Holding BV.
SIGNATURE
After
reasonable inquiry and to the
best
of
my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated:
November 4, 2008
|
|
|
|
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/s/ Eduardo
Baviera Sabater
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Eduardo
Baviera Sabater
|
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/s/ Julio Baviera Sabater
|
|
Julio Baviera Sabater
|
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INVERSIONES TELESAN BV
|
|
|
|
By:
/s/
Eduardo
Baviera Sabater
|
|
Name:
Eduardo Baviera Sabater
|
|
Title:
Director
|
|
|
|
INVESTMENT BALLO HOLDING
|
|
|
|
|
|
By:
/s/
Julio
Baviera Sabater
|
|
Name:
Julio Baviera Sabater
|
|
Title:
Director
|
SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS OF INVERSIONES TELESAN BV
The
directors of Inversiones Telesan BV are set forth below. Under Dutch law, the
directors of a company also serve as the executive officers. Unless otherwise
indicated, each individual’s business address is Paseo de la Castellana 20,
28046 Madrid, Spain.
Directors
of Inversiones Telesan BV
Name
|
Principal
Occupation
|
Citizenship
|
Eduardo
Baviera Sabater
|
CEO
and Director of
Clinica
Baviera SA
|
Spain
|
Marina
Diaz-Leante
|
Manager
of Alcala Branch of Clinica Baviera SA
|
Spain
|
SCHEDULE
B
EXECUTIVE
OFFICERS AND DIRECTORS OF INVERSIONES TELESAN BV
The
directors of Investment Ballo Holding BV are set forth below. Under Dutch law,
the directors of a company also serve as the executive officers. Unless
otherwise indicated, each individual’s business address is Paseo de la
Castellana 20, 28046 Madrid, Spain.
Directors
of Investment Ballo Holding BV
Name
|
Principal
Occupation
|
Citizenship
|
Eduardo
Baviera Sabater
|
CEO
and Director of
Clinica
Baviera SA
|
Spain
|
Julio
Baviera Sabater
|
Director
of
Clinica
Baviera SA
|
Spain
|
Leticia
Baviera Omarrementería
|
Student
|
Spain
|
EXHIBIT
1
Joint
Filing Agreement
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing of a statement on
Schedule 13D (including amendments thereto) with respect to the shares of common
stock, par value $0.001 per share, of LCA-Vision Inc., a corporation
organized
and existing under the laws of Delaware,
and
further agree that this Joint Filing Agreement be included as an exhibit to
such
filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person
shall be responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or
has
reason to believe that such information is inaccurate. This Joint Filing
Agreement may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement
as of
November
4, 2008.
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|
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|
|
/s/ Eduardo
Baviera Sabater
|
|
Eduardo
Baviera Sabater
|
|
|
|
|
|
/s/ Julio Baviera Sabater
|
|
Julio Baviera Sabater
|
|
|
|
INVERSIONES TELESAN BV
|
|
|
|
By:
/s/
Eduardo
Baviera Sabater
|
|
Name:
Eduardo Baviera Sabater
|
|
Title:
Director
|
|
|
|
INVESTMENT BALLO HOLDING
|
|
|
|
|
|
By:
/s/
Julio
Baviera Sabater
|
|
Name:
Julio Baviera Sabater
|
|
Title:
Director
|
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