Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LCA-VISION INC.
(Exact name of issuer as specified in its Charter)
Delaware 11-2882328
(State of Incorporation) (I.R.S. Employer Identification No.)
7840 Montgomery Road, Cincinnati, Ohio 45236
(Address of Principal Executive Offices) (Zip Code)
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LCA-VISION INC.
1995 LONG-TERM STOCK INCENTIVE PLAN
and
LCA-VISION INC.
DIRECTORS' NONDISCRETIONARY STOCK OPTION PLAN
(Full Titles of the Plans)
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Stephen N. Joffe, President
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
(513) 792-9292
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy To:
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum
Securities Amount Offering Proposed
to be to be Price Maximum Amount of
Registered Registered Per Share Offering Price Registration fee
Common Stock, 3,750,000 $4.75 $17,812,500* $6,142.00
.001 par value
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Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement
* Based pursuant to Rule 457(c) and 457(f)(1), on the average of the
high and low prices of the common stock of LCA-Vision Inc. on the
Nasdaq SmallCap Market July 1, 1996, a date within 5 days of the
date on which this Registration Statement is filed.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document, entitled "Prospectus," which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
LCA-Vision Inc. (the "Registrant") hereby states that the documents
listed in (a) through (c) below are incorporated by reference in
this Registration Statement, and further states that all documents
subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
(a) Exhibit 13, 1995 Annual Report to Stockholders, contained in
the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act since December 31, 1995.
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10-SB filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, which Registration
Statement became effective on January 25, 1995.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl, Cincinnati,
Ohio. As of May 31, 1996, partners of Dinsmore & Shohl and
attorneys employed thereby, together with their immediate families
beneficially owned approximately 1,000 shares of the Registrant's
Common Stock and held no options to purchase additional shares of
Common Stock.
The financial statements of the Registrant as of December 31, 1995
and 1994, and for each of the years in the two-year period ended
December 31, 1995, incorporated by reference in this Registration
Statement from the Registrant's Annual Report on Form 10-KSB, have
been incorporated by reference herein in reliance upon the report of
Coopers & Lybrand L.L.P., independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Registrant's amended bylaws provide, subject to the Registrant's
certificate of incorporation, that the Registrant shall indemnify
each director, officer, employee or agent of the Registrant to the
full extent permitted by the General Corporation Law of Delaware.
The certificate of incorporation of the Registrant provides that the
Registrant shall, to the full extent permitted by Section 145 of the
Delaware General Corporation Law, indemnify all persons whom it may
indemnify pursuant thereto.
In general, under Section 145 of the General Corporation Law of
Delaware, a Delaware corporation is permitted to indemnify its
present or former officers, directors, employees and agents against
liabilities and expenses incurred by such persons in their
capacities as such so long as they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter to which a person is
adjudged liable to the corporation unless the court in which the
action was brought determines, upon application, that such person is
entitled to indemnity. Any indemnification provided for by law may
be made by a corporation upon a determination by (a) a majority vote
of a quorum of directors who are not parties to such suit or action,
(b) independent legal counsel, if no quorum of directors who are not
parties to the suit or action is available or (c) the stockholders
that the person seeking indemnification has met the applicable
statutory standard of conduct. The statute also provides that a
Delaware corporation may advance attorneys' fees incurred by
directors and officers, employees, agents and others prior to the
final outcome of a matter.
In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
5, 23 (a) Opinion of Dinsmore & Shohl as to the legality of
the securities being registered.
4(a)(i) LCA-Vision Inc. 1995 Long-Term Stock Incentive Plan
4(a)(ii) LCA-Vision Inc. Directors' Nondiscretionary Stock
Option Plan
23(b) Consent of Coopers & Lybrand L.L.P., independent
certified public accountants
24 Power of Attorney*
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* Contained herein on the signature page
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
i. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
ii. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
iii. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
1995 Long-Term Stock Incentive Plan
Directors' Nondiscretionary Stock Option Plan
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio on July 2, 1996.
LCA-Vision Inc.
By: /s/ Stephen N. Joffe
Stephen N. Joffe, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen N. Joffe, as
his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign and execute on behalf of the undersigned any
amendment or amendments to this Registration Statement on Form S-8,
and to perform any acts necessary to be done in order to file such
amendment with exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, and each of
the undersigned does hereby ratify and confirm all that said
attorney-in-fact and agent, or his substitutes, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Stephen N. Joffe President (Principal July 2, 1996
Stephen N. Joffe Executive Officer);
Director
/s/ Larry P. Rapp Chief Financial Officer July 2, 1996
Larry P. Rapp (Principal Financial
and Accounting Officer)
Directors: Date
/s/ John C. Hassan July 2, 1996
John C. Hassan
/s/ Craig P.R. Joffe July 2, 1996
Craig P.R. Joffe
/s/ Sandra F.W. Joffe July 2, 1996
Sandra F.W. Joffe
/s/ David M. Schneider July 2, 1996
David M. Schneider
INDEX TO EXHIBITS
Exhibit No. Description Page
5, 23.1 Opinion of Dinsmore & Shohl as to
the legality of the securities being
registered.
4.1 LCA-Vision Inc. 1995 Long-Term Stock
Incentive Plan
4.2 LCA-Vision Inc. Directors' Nondiscretionary
Stock Option Plan
23.2 Consent of Coopers & Lybrand L.L.P.,
independent certified public accountants
24 Power of Attorney *
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* Contained herein on the signature page