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]: December 4, 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 December 4, 1998, the Company closed on the acquisition of Midwest Surgical Services, Inc. (MSS), a privately held Minneapolis based provider of mobile cataract services. The Company acquired 100% of the stock of MSS for an initial payment of $3.5 million in cash and notes payable, with potential additional consideration of up to $8.25 million in cash and Laser Vision common stock based on the performance of MSS through July 2001. Richard L. Lindstrom, M.D., one of the Company's outside directors, held a minority ownership position of less than 9% in MSS. MSS is the world's largest provider of mobile access to cataract surgery technology. The acquisition complements the Company's existing refractive eye surgery business and will be initially operated as a separate subsidiary. The acquisition will be accounted for as a purchase and the purchase cost in excess of net assets acquired will be recorded as goodwill and amortized over 15 years. For the fiscal year ended April 30, 1998, MSS revenues were $6.15 million and assets, which consisted primarily of equipment and current assets, over $4.3 million. On December 15, 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: December 21, 1998 3