Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
LCA-VISION INC.
1998 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
Stephen N. Joffe, CEO
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
(513) 792-9292
(Name, address, zip code, telephone number,
and area code of agent for service)
Copy To:
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
____________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount To Be Proposed Proposed Maximum Amount of
Securities Registered Maximum Offering Price* Registration
To Be Offering Fee
Registered Price Per
Share
Common Stock, 5,000,000 $2.31 $11,550,000* $3,210.90
no par value
____________________________________________________________________________
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 March 11, 1999, 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 the
"Prospectus." The Prospectus is a part of the Section 10(a) Prospectus to
which this Registration Statement relates but it is not filed with this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
LCA-Vision Inc. (the "Registrant") states that the documents listed below are
incorporated by reference in this Registration Statement. Registrant 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.
- - The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1998.
- - The Registrant's Current Reports on Form 8-K filed since December 31, 1998.
- - All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act since December 31, 1998.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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
fullest 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 with 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 LLP as to the legality
of the securities being registered.
4 LCA-Vision Inc. 1998 Long-Term Stock Incentive
Plan*
23(b) Consent of PricewaterhouseCoopers LLP,
independent accountants
24 Power of Attorney**
______________________
* Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
dated September 21, 1998 relating to a special meeting of stockholders held
October 16, 1998.
** 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,
therefore, 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.
1998 Long-Term Stock Incentive 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 March 16, 1999.
LCA-Vision Inc.
By: /s/ Stephen N. Joffe
Stephen N. Joffe, Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Larry P. Rapp, 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 Chairman and Chief March 16, 1999
Stephen N. Joffe Executive Officer
(Principal Executive
Officer)
/s/ Larry P. Rapp Chief Financial Officer and March 16, 1999
Larry P. Rapp Treasurer (Principal Financial
and Accounting Officer)
Directors: Date
/s/ John C. Hassan March 16, 1999
John C. Hassan
/s/ Stephen N. Joffe March 16, 1999
Stephen N. Joffe
/s/ John H. Gutfreund March 16, 1999
John H. Gutfreund
/s/ William O. Coleman March 16, 1999
William O. Coleman
INDEX TO EXHIBITS
Exhibit No. Description Page
5, 23 (a) Opinion of Dinsmore & Shohl LLP as
to the legality of the securities
being registered.
4 LCA-Vision Inc. 1998 Long-Term Stock
Incentive Plan *
23(b) Consent of PricewaterhouseCoopers LLP,
independent accountants
24 Power of Attorney **
_________________
* Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
dated September 21, 1998 relating to a special meeting of stockholders held
October 16, 1998.
** Contained herein on the signature page
Exhibits 5 and 23(a)
Charles F. Hertlein, Jr.
(513) 977-8315
March 16, 1999
LCA-Vision, Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration Statement
on Form S-8, prescribed pursuant to the Securities Act of 1933, to be filed by
LCA-Vision, Inc. (the "Company") with the Securities and Exchange Commission
on or about March 16, 1999, under which 5,000,000 shares of the Company's
Common Stock without par value ("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibits 5 and 23(a) to the
Registration Statement and to the reference to our name in the Registration
Statement.
As counsel to the Company, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
statutes, documents, corporate records, certificates of public officials, and
other instruments as we have deemed necessary for the purpose of this opinion,
including the Company's Amended Certificate of Incorporation and Amended
Bylaws and the record of proceedings of the stockholders and directors of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of Delaware.
2. When the Registration Statement shall have been declared effective by order
of the Securities and Exchange Commission and up to 5,000,000 shares of
Company Common Stock have been issued and sold upon the terms set forth in the
Registration Statement, such shares will be legally and validly issued and
outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 5, 1999, on our audits of the
consolidated financial statements of LCA-Vision Inc. as of December 31, 1998
and 1997, and for each of the three years in the period ended December 31,
1998, which report is included in the Company's 1998 Annual Report on Form
10KSB.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
March 16, 1999