================================================================================
UNITED STATES
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): DECEMBER 27, 2001
LASER VISION CENTERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10629 43-1530063
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
540 MARYVILLE CENTRE DRIVE, SUITE 200
ST. LOUIS, MISSOURI 63141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 434-6900
================================================================================
ITEM 5. OTHER EVENTS
In connection with the Agreement and Plan of Merger, dated as
of August 25, 2001 (the "Merger Agreement"), by and among Laser Vision Centers,
Inc., a Delaware corporation ("Laser Vision"), TLC Laser Eye Centers Inc., an
Ontario corporation ("TLC"), and TLC Acquisition II Corp., a Delaware
corporation and a wholly-owned subsidiary of TLC, Laser Vision and TLC entered
into a Letter Agreement, dated as of December 27, 2001, whereby Laser Vision and
TLC agreed to extend the date after which either party could determine to
terminate the Merger Agreement if the merger had not yet been completed from
December 31, 2001 to March 31, 2002.
The foregoing description of the Letter Agreement is qualified
in its entirety by reference to the Letter Agreement which is attached as
Exhibit 99.1 hereto and is incorporated herein by reference. The joint press
release of Laser Vision and TLC, issued December 27, 2001, announcing the
extension is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
ITEM 7. EXHIBITS
99.1 Letter Agreement, dated as of December 27, 2001, by and among
Laser Vision Centers, Inc., TLC Laser Eye Centers Inc. and TLC
Acquisition II Corp.
99.2 Press Release, dated December 27, 2001, incorporated by
reference to Laser Vision Centers, Inc.'s filing pursuant to
Rule 425 on December 27, 2001.
* * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Laser Vision has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 28, 2001
LASER VISION CENTERS, INC.
By /s/ Robert W. May
---------------------------------
Robert W. May
Vice Chairman and General Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Letter Agreement, dated as of December 27, 2001, by and among
Laser Vision Centers, Inc., TLC Laser Eye Centers Inc. and TLC
Acquisition II Corp.
99.2 Press Release, dated December 27, 2001, incorporated by
reference to Laser Vision Centers, Inc.'s filing pursuant to
Rule 425 on December 27, 2001.