Attached files
file | filename |
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EX-99.2 - EX-99.2 - TLC VISION CORP | c58146exv99w2.htm |
EX-99.1 - EX-99.1 - TLC VISION CORP | c58146exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 6, 2010
(Date of earliest event reported)
(Date of earliest event reported)
TLC Vision Corporation
(Exact name of registrant as specified in its charter)
New Brunswick, | ||||
Canada | 000-29302 | 980151150 | ||
(State or other jurisdiction | (Commission File | (IRS Employer | ||
of incorporation) | Number) | Identification Number) |
5280 Solar Drive, Suite 100 | ||
Mississauga, Ontario | L4W 5M8 | |
(Address of principal executive offices) | (Zip Code) |
636-534-2300
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.03. Bankruptcy or Receivership.
On May 6, 2010, the United States Bankruptcy Court for the District of Delaware (the Court)
confirmed the joint Chapter 11 plan of reorganization (the Plan) for TLC Vision Corporation (the
Company) and its affiliates, TLCVision (USA) Corporation (TLC USA) and TLC Management Services,
Inc. (TLC MSI). The Plan was sponsored by affiliates of Charlesbank Capital Partners, LLC
(Charlesbank) and H.I.G. Capital, LLC (H.I.G.) and publicly supported by the committee of
creditors appointed by the Court.
The Plan provides for the payment in full in cash of all outstanding amounts owing to the
Companys senior secured lenders. The Plan also provides up to US$9.0 million in cash and a
promissory note of up to US$3.0 million to satisfy unsecured creditors of the Company, TLC USA and
TLC MSI. Pursuant to the Plan, affiliates of Charlesbank and H.I.G. will acquire substantially all
the assets of the Company, including 100% of the equity of TLC USA and the Companys six refractive
centers in Canada.
The Plan will become effective upon satisfaction of all outstanding closing conditions,
including recognition of the Courts confirmation order by the Ontario Superior Court of Justice
(the Canadian Court) under the Canadian Companies Creditors Arrangement Act (the CCAA). The
Company intends o seek the Canadian Courts recognition of the Courts confirmation order on or
about May 11, 2010. The Company expects that the Plan will be effective soon and will publicly
announce when it has filed notice of the effective date with the Court. After such date, it is
expected that any remaining assets of the Company will be liquidated under the CCAA in a Canadian
proceeding and that net proceeds of such liquidation, if any, will be distributed to the Companys
creditors.
The Company previously disclosed information regarding its bankruptcy proceedings, the Plan
and a plan sponsor agreement among the Company, TLC USA, TLC MSI and certain affiliates of
Charlesbank in its Form 8-Ks filed with the United States Securities and Exchange Commission (the
SEC) on December 24, 2009, February 10, 2010, and February 19, 2010. Information regarding the
bankruptcy proceedings can also be found under Item 1. Business Bankruptcy Proceedings in the
Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on
March 31, 2010.
The Plan as confirmed by the Court is attached hereto as Exhibit 99.1.
As of May 6, 2010, no unusual instances or circumstances would affect the comparability of the
Companys assets and liabilities from the information reflected in the Companys Annual Report on
Form 10-K for the year ended December 31, 2009, filed with the SEC on March 31, 2010, other than
normal and expected variability in balance sheet items in conjunction with the cyclicality of the
Companys core business.
As of the date hereof, there were 50,565,219 common shares of the Company outstanding. There
are no shares reserved for future issuance in respect of claims and interests filed and allowed
under the Plan.
Item 8.01. Other Events.
On May 6, 2010, TLC Vision Corporation issued a press release regarding the Courts
confirmation of the Plan, which is attached hereto as Exhibit 99.2 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 | Order Confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization | |
99.2 | Press Release of TLC Vision Corporation dated May 6, 2010 (TLC Visions Plan of Reorganization Successfully Confirmed by the Bankruptcy Court) |
SIGNATURE
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.
Dated: May 11, 2010 | TLC VISION CORPORATION |
|||
By: | /s/ James J. Hyland | |||
James J. Hyland | ||||
VP Investor Relations | ||||
Exhibit Index
Exhibit No. | Description | |
99.1
|
Order Confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization | |
99.2
|
Press Release of TLC Vision Corporation dated May 6, 2010 (TLC Visions Plan of Reorganization Successfully Confirmed by the Bankruptcy Court) |