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Published on 12/9/2008 in the Prospect News Special Situations Daily.

LCA-Vision's former CEO wants shareholders to decide adoption of poison pill

By Lisa Kerner

Charlotte, N.C., Dec. 9 - Three former members of LCA-Vision, Inc.'s management team continued to express disappointment with the company's adoption of a shareholder rights plan and urged the board of directors to hold a special meeting to allow shareholders to vote on the poison pill.

LCA-Vision founder and former chief executive officer Stephen Joffe, former chief operating officer Craig Joffe and former executive vice president of finance Alan Buckey amended their prior schedule 13D filing with the Securities and Exchange Commission to include a Dec. 9 letter to LCA-Vision chairman E. Anthony Woods.

In the letter, the Joffes and Buckey said such a meeting should be held in a timely manner because time is not a luxury shareholders can afford with LCA-Vision "burning approximately $2 million of cash per month."

The board was given until 5 p.m. ET on Friday to respond to the request for a special meeting.

In a prior SEC filing, the Joffes and Buckey said they believe they can help LCA-Vision's "dire" condition by joining the board of directors and being reappointed to executive management positions in the company.

The Joffes and Buckey together own 11.4% of the Cincinnati-based laser vision correction services company.

It was previously reported in November that LCA-Vision's board adopted a stockholder rights plan and declared a dividend distribution of one preferred stock purchase right on each outstanding share of LCA-Vision common stock.

The rights become exercisable only if a person or group acquires or obtains the right to acquire ownership of 20% or more of LCA-Vision common stock, begins a tender or exchange offer for 20% or more of the common stock or is declared an "adverse person" by the board.


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