Amended Statement of Beneficial Ownership (sc 13d/a)
12 Março 2014 - 1:51PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 3)*
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
|
LCA-VISION INC.
|
(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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501803308
|
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(CUSIP Number)
|
|
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
216-566-5500
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
|
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March 12, 2014
|
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(Date of Event Which Requires Filing of this Statement)
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If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.
Note
: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§
240.13d-7 for other parties to whom copies are to be sent.
_______________
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
|
CUSIP No.
501803308
|
13D
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
Joern S. Joergensen
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS
PF
|
|
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
475,707
|
|
8
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SHARED VOTING POWER
|
0
|
|
9
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SOLE DISPOSITIVE POWER
|
475,707
|
|
10
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SHARED DISPOSITIVE POWER
|
0
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
475,707
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.47%
|
|
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
501803308
|
13D
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Page 3 of 5 Pages
|
1
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NAME OF REPORTING PERSON
EuroEyes Holding AG
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
4
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SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Zurich, Switzerland
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
918,077
|
|
8
|
SHARED VOTING POWER
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
918,077
|
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
918,077
|
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
|
|
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
501803308
|
13D
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Page 4 of 5 Pages
|
This Amendment No.
3 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 3”) amends the Statement of Beneficial Ownership
on Schedule 13D filed by the Reporting Persons on August 12, 2013, as amended (the “Schedule 13D”), with respect to
the Common Stock, par value $0.001 per share (the “Common Stock”), of LCA-Vision Inc., a Delaware corporation (the
“Company”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the
Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
On March 12, 2014,
the Reporting Persons caused their counsel to send a letter to the Board of Directors of LCA-Vision Inc. protesting and objecting
to the announced sale of the Company to PhotoMedex, Inc. and demanding that the Board terminate or significantly improve the transaction
or, alternatively, waive or eliminate the termination fees and other deal protection devices in the merger agreement. A copy of
the letter is filed as Exhibit 99.1 to this Amendment No. 3.
Item 7. Material to be Filed as Exhibits.
|
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99.1
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Letter, dated March 12, 2014, sent by counsel for the Reporting Persons to the Board of Directors
of LCA-Vision Inc.
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CUSIP No.
501803308
|
13D
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Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true,
complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: March 12, 2014
JOERN S. JOERGENSEN
/s/ Joern S. Joergensen
EUROEYES HOLDING AG
Signature:
/s/ Joern S. Joergensen
Name:
Joern S. Joergensen
Title:
Director
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