1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
CURRENT REPORT
Pursuant to Section 13 or 15[d] of
The Securities Exchange Act of 1934
DATE OF REPORT [Date of earliest event reported]: September 1, 1998
-----------------
LASER VISION CENTERS, INC.
[Exact name of Issuer as specified in its charter]
Delaware 1-10629 43-1530063
[State or other [Commission [IRS Employer
jurisdiction of File Number] Identification
incorporation] Number]
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
[Address of principal Executive Offices]
Issuer's telephone number: [314] 434-6900
2
FORM 8-K
ITEM 5. OTHER EVENTS
On September 1, 1998, the Company closed on the acquisition of
Refractive Surgical Resources, Inc. (RSR), a privately held Minneapolis based
provider of mobile microkeratome access. The Company acquired 100% of the stock
of RSR for $1 million in cash and $2.3 million in notes payable/future payments
(of which $1.1 million is due within one year). Richard L. Lindstrom, M.D., one
of the Company's outside directors, held a minority ownership position of less
than 7% in RSR.
The microkeratome is a microsurgical device used in conjunction with
the excimer laser to perform laser in situ keratomileusis (LASIK) procedures.
RSR is the world's largest provider of access to the microkeratome technology
and the Company's clients currently account for more than half of RSR's
capacity. Nearly 90% of the eye surgeries performed on the Company's lasers
during its last quarter involved LASIK procedures. The acquisition complements
the Company's existing refractive surgery business and will be integrated with
the Company's existing field operations. The acquisition will be accounted for
as a purchase and about 95% of the purchase cost will be recorded as goodwill
and amortized over 15 years. For the fiscal year ended April 30, 1998, RSR
revenues were $1.7 million and assets, which consisted primarily of
microkeratome equipment and current assets, over $1.3 million.
On September 1, 1998, Jim Wachtman was named President and Chief
Operating Officer of the Company. Mr. Wachtman was formerly the Executive
Vice President and Chief Operating Officer of the Company. He will continue
to report to John J. Klobnak, Chairman and Chief Executive Officer. In
conjunction with the acquisition of RSR, Nick Curtis, President of RSR,
has been named a Vice President of the Company and will report to Mr. Wachtman.
On September 2, 1998, the Company issued a press release pertaining to
these matters; a copy of that press release is attached hereto as an exhibit.
ITEM 7(c). LIST OF EXHIBITS FILED
99.1 Press Release
2
3
FORM 8-K
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.
LASER VISION CENTERS, INC.
BY: /s/ John J. Klobnak
------------------------------
John J. Klobnak
Chief Executive Officer
Date: September 8, 1998
3