- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
24 March 2009 - 1:57AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14-A
(Rule
14A-101)
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Filed by
the Registrant
þ
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive
Proxy Statement
þ
Definitive
Additional Materials
o
Soliciting
Materials Pursuant to Section 240.14a.12
LCA-Vision
Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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required.
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table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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calculated and state how it was determined):
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maximum aggregate value of transaction:
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identify the filing for which the offsetting fee was previously
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On March
23, 2009, LCA-Vision Inc. issued the following press release.
RiskMetrics
Affirms
Recommendation that Stockholders
Support
LCA-Vision Board of Directors and
Reject
All Proposals by Dissident Joffe Group
Issues
Alert maintaining recommendation in support of LCA’s current board, urges
stockholders to VOTE GOLD
CINCINNATI (March 23, 2009)
–
LCA-Vision Inc. (NASDAQ: LCAV) announces that RiskMetrics Group’s ISS Governance
Services has issued an Alert
affirming
its
recommendation that LCA-Vision stockholders vote to retain the Company’s current
Board of Directors and reject all proposals, including the removal of the
current Directors and election of replacement Directors, in the Joffe Group’s
consent solicitation. The Alert, dated March 20, 2009, was issued in
response to recent information on topics, including LCA-Vision compensation
committee practices, same-store sales performance metrics and a supportive
letter to the Company’s Chairman of the Board from the LCA-Vision Medical
Advisory Board. With this Alert, RiskMetrics recommends that
LCA-Vision stockholders vote in support of the Board and management on
all
proposals.
RiskMetrics
Group is a leading proxy advisory firm, and its analyses and recommendations are
relied upon by many of the world’s leading institutional investors.
According
to the Alert, “After considering the additional information presented by the
dissidents and the compensation related events that ensued subsequent to RMG’s
[initial] report, we maintain our recommendation in support of LCA’s current
board.”
“We are
very pleased that following a review of recent information that RiskMetrics has
affirmed its recommendation that LCA-Vision stockholders vote in favor of
management on all proposals,” said Steven Straus, LCA-Vision chief executive
officer. “We urge our stockholders to follow the unanimous
recommendations of all three proxy advisory firms reviewing this situation,
RiskMetrics, Glass Lewis and PROXY Governance, in voting for our
current Board and in support of the current management team.”
Due to
the nature of the Consent process, your voting instruction is extremely
important and time sensitive. LCA-Vision urges all stockholders to
vote their GOLD cards to REVOKE CONSENT on all three
proposals. Please discard any proxy card that you receive from the
Joffe Group. If you have already voted to consent and wish to change
your vote, you have every right to revoke your consent and vote the GOLD
proxy. Only the latest dated card counts.
LCA-Vision
filed its Definitive Consent Revocation Statement (“Consent Revocation
Statement”) with the Securities and Exchange Commission on Monday, February 9,
2009, and copies of the Consent Revocation Statement with a GOLD Consent
Revocation Card were mailed to stockholders beginning February 10,
2009. The Consent Revocation Statement can be obtained immediately
from the SEC’s website at the following link:
http://idea.sec.gov/Archives/edgar/data/1003130/000114420409006021/v139094_defc14a.htm
or from
the Investor Relations section of the Company’s website at
www.lasikplus.com
and
www.lca-vision.com
. Copies
of the Consent Revocation Statement and consent revocation card may also be
obtained from Georgeson Inc.
Additional
Information:
Georgeson
Inc. has been retained by LCA-Vision as consent revocation solicitation agent.
Stockholders with questions are encouraged to call Georgeson toll-free
1-800-457-0109
. Copies of the
Company’s Consent Revocation Statement, and any other documents filed by
LCA-Vision with the SEC in connection with the consent solicitation can be
obtained free of charge from the SEC’s website at
www.sec.gov
, from the
Company’s website at www.lasikplus.com and
www.lca-vision.com
, or from
Georgeson.
About
LCA-Vision Inc./Lasik
Plus
®
LCA-Vision
Inc., a leading provider of laser vision correction services under the
Lasik
Plus
®
brand,
operates 75 Lasik
Plus
®
fixed-site laser vision correction centers in 32 states and 57 markets in the
United States and a joint venture in Canada. Additional company information is
available at
www.lca-vision.com
and
www.lasikplus.com
.
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
|
|
|
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