LCA VISION INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-05-13: Form 8-K; Period of report 2014-05-12; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2014-05-07: Form 8-K; Period of report 2014-05-07; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2014-04-30: Form 8-K; Period of report 2014-04-30; Description 8.01 Other Events; Details 8.01.
- 2014-04-30: Form 8-K; Period of report 2014-04-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-05-13 | 8-K | 2014-05-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Agreement. 2.01 On May 12, 2014, the Company completed the merger contemplated by the Agreement and Plan of Merger, dated as of February 13, 2014 (the “Merger Agreement”), by and among the Company, PhotoMedex and Gatorade Acquisition Corp. (“Merger Sub”), resulting in the Company continuing as the surviving corporation and a wholly owned subsidiary of PhotoMedex. 2.03 See Item 1.01, Entry Into a Material Definitive Agreement. 3.01 In connection with the merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) that the merger had been completed and requested Nasdaq to cease trading of the Company’s common stock on Nasdaq, suspend the listing of the Company’s common stock and file with the SEC an application on Form 25 to delist the Company’s common stock from Nasdaq and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in Item 2.01 is incorporated herein by reference. 5.01 The information set forth in Item 2.01 is incorporated herein by reference. 5.02 Upon the effective time of the merger and pursuant to the terms of the Merger Agreement, each of the existing directors of the Company ceased to serve as members of the Board of Directors. 5.03 Upon the effective time of the merger, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. | lcav20140512_8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 7, 2014, LCA-Vision Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). | lcav20140507_8k.htm |
| 2014-04-30 | 8-K | 2014-04-30 | 8.01 Other Events | 8.01 This Current Report on Form 8-K is being filed in connection with certain litigation described in detail below, related to, among other things, the Agreement and Plan of Merger dated as of February 13, 2014 among LCA-Vision Inc. (“LCA” or the “Company”), PhotoMedex, Inc. (“PMI”), and Gatorade Acquisition Corp., a wholly owned subsidiary of PMI (the “Merger Agreement”), pursuant to which PMI agreed to acquire all outstanding shares of LCA common stock for $5.37 per share (the “Merger”) on the terms described in the Merger Agreement. | lcav20140429_8k.htm |
| 2014-04-30 | 8-K | 2014-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2014, LCA-Vision Inc. issued a press release to report first quarter 2014 results. | lcav20140429b_8k.htm |
| 2014-04-23 | 8-K | 2014-04-23 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 8.01 The press release attached as Exhibit 99.1 is incorporated herein by reference. | lcav20140423_8k.htm |
| 2014-02-18 | 8-K | 2014-02-18 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 18, 2014, LCA-Vision Inc. issued a press release to report fourth quarter and full year 2013 results. 8.01 The press release attached as Exhibit 99.1 is incorporated herein by reference. | lcav20140217_8k.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On February 13, 2014, LCA and PhotoMedex issued a joint press release announcing the execution of the Merger Agreement. | lcav20140213_8k.htm |