CINCINNATI—Stephen Joffe, MD, founder and former chairman and chief executive officer of LCA-Vision (Nasdaq: LCAV), last week mounted an attempt to take over that company. Joffe is partnering in the effort with his son Craig, a former chief operating officer and interim CEO of LCA-Vision, and Alan Buckey, who resigned as the company’s chief financial officer in June. Together the three own 11.4 percent of LCA-Vision’s common stock.

LCA-Vision’s board of directors moved quickly to block Joffe’s move, on Monday adopting a “stockholder rights plan” that would provide a so-called “poison pill” defense in the event of a takeover attempt. Under the plan, current shareholders receive as a dividend the right to purchase preferred stock, exercisable only if an individual or group “obtains the right to acquire ownership of 20 percent or more of LCA-Vision common stock, commences a tender or exchange offer for 20 percent or more of the common stock, or is declared an ‘adverse person’ by the board of directors.”

“The rights plan does not prevent a takeover, but is intended to ensure that LCA-Vision’s stockholders receive equal treatment in the event of any proposed takeover, and to guard against tactics that could impair the board’s ability to represent stockholders’ interests fully. We seek to enable all LCA-Vision stockholders to realize the maximum possible long-term value of their investment in the company,” said Steve Straus, LCA-Vision's current CEO.

Joffe and his group said they were “saddened, shocked and in disbelief” on learning of the LCA-Vision board’s action.

The takeover attempt started when the two Joffes and Buckey sent a letter to LCA-Vision’s board chairman on Nov. 21 saying they felt “financially, ethically and reputationally compelled to help rescue LCAV before it implodes.” The company’s stock has fallen more than 80 percent in the past year, and it recently posted a $4.7 million loss for the third quarter.

Stephen Joffe, who founded LCA-Vision in 1985, stepped down as chairman and CEO in February 2006. He was succeeded as interim CEO by his son, Craig, from March through November of that year.

Earlier this year the elder Joffe nominated himself and two others to the board of directors of LCA-Vision competitor TLC Vision (Nasdaq: TLCV), of which he was a major shareholder. He withdrew the nomination after the company and its board resisted his efforts.