SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 25, 1996
LCA-Vision Inc.
(Exact name of Registrant as specified in its Charter)
Delaware 0-27610 11-2882328
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
7840 Montgomery Road, Cincinnati, Ohio 45236
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513)792-9292
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On November 25, 1996, LCA-Vision Inc. (the "Company") issued a
total of 44,444 shares of its common stock for total consideration
of $100,000 to certain private investors in connection with the
Company's plans to open one or more laser sight centers on the west
coast.
On December 3, 1996, the Company issued a total of five shares
of an Interim Series of its Class B Preferred Stock to Stephen N.
Joffe in exchange for the conversion of $1,000,000 of the debt owed
to Dr. Joffe by the Company. One additional share of Interim Series
Class B Preferred Stock was issued to Sandra Joffe in exchange for
the conversion of $200,000 of debt owed to her by the Company.
The above described transactions increased the Company's
stockholders' equity by an aggregate total of $1,300,000, as
reflected on the pro forma September 30, 1996 balance sheet filed
herewith as an exhibit.
Item 7. Financial Statements and Exhibits
(a) Exhibit 7(a) -- Pro forma balance sheet of the Company
as of September 30, 1996 showing effects of certain stock issuances.
(b) Exhibit 3(i) -- Certificate of Designations of Interim
Series Class B Preferred Stock as filed with the Delaware Secretary
of State
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LCA-VISION INC.
Date: December 3, 1996 By: /s/ Larry P. Rapp
Larry P. Rapp,
Chief Financial Officer
EXHIBIT 7(a)
LCA-Vision Inc.
Condensed Consolidated Balance Sheet
September 30, 1996
(unaudited)
As Reported Pro Forma
____________ __________
ASSETS
Current Assets
Cash and cash equivalents $ 802,847 $ 902,847
Accounts receivable, net
of allowance for doubtful
accounts of $205,235 2,283,440 2,283,440
Supplies inventory, prepaid
expenses, and other 1,103,902 1,103,902
_________ _________
Total current assets 4,190,189 4,290,189
Property and equipment, net 8,644,793 8,664,793
Investment in unconsolidated
affiliates 364,760 364,760
Other assets 783,344 783,344
____________ ___________
Total assets $ 13,983,086 $14,083,086
____________ ___________
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Accounts payable $ 546,411 $ 546,411
Bank line of credit 1,940,000 1,940,000
Accrued liabilities 1,084,879 1,084,879
Current portion of long-term
debt 636,757 636,757
Deferred revenue 623,245 623,245
__________ _________
Total current liabilities 4,831,292 4,831,292
Long-term debt, net of current
portion 5,056,870 5,056,870
Notes payable to shareholders 4,021,672 2,821,672
Shareholders' Equity
Preferred stock-authorized
6,751 shares
$.001 par value, 6,751 shares
issued and outstanding 7 7
Preferred stock-authorized
shares $.001 par value,
shares issued and outstanding - 1,200,000
Common stock-authorized
110,000,000 shares
$.001 par value, 19,662,319
shares issued and outstanding 78,471 78,515
Paid in capital 3,077,642 3,177,598
Retained (deficit) (3,103,147) (3,103,147)
Translation adjustment 20,279 20,279
___________ _________
Total shareholders' equity 73,252 1,373,252
___________ __________
Total liabilities and
shareholders' equity $ 13,983,086 $14,083,086
___________ ______________
___________ ______________