LCA-Vision shareholder committee files consent solicitation in bid to replace board

By Lisa Kerner

Charlotte, N.C., Feb. 9 - The LCA-Vision Full Value Committee began its consent solicitation to replace LCA-Vision Inc.'s board of directors with its nominees.

The committee, led by LCA-Vision founder and former chief executive officer Dr. Stephen N. Joffe, said it filed definitive consent solicitation materials with the Securities and Exchange Commission.

Other members of the committee are LCA-Vision's former chief operating officer, Craig Joffe, and former executive vice president of finance, Alan Buckey.

The committee wants to replace the LCA-Vision board with Stephen Joffe, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman, a prior SEC filing said.

In a lengthy letter to LCA-Vision shareholders, the committee urged them not to believe LCA-Vision's "spin campaign of half-truths, omissions and self-serving statements" that are intended to distract attention from the "significant strategic, operational, marketing, clinical and financial problems plaguing LCA-Vision and for which the current senior management and board refuse to take responsibility."

According to the committee, LCA-Vision's current management team and board have destroyed 95% of stockholder value since Stephen Joffe stepped down in February 2006.

The committee said it is the company's largest stockholder, owning approximately 11.4% of the Cincinnati-based laser vision correction services company's outstanding shares.

LCA-Vision's current board and management team "collectively own just over 1% of the outstanding shares - about half of that in stock options and restricted stock they gave themselves," the committee said.

It was previously reported that if the proposal to replace the board becomes effective, the committee also wants consents to repeal any provision of the company's bylaws that is in effect when the proposal becomes effective but was not included in the bylaws that became effective on Dec. 31 and filed with the SEC on Jan. 6.

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