UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission
File Number: 0-29302
  Exact name of registrant as specified in its charter
 NEW BRUNSWICK, CANADA
    
    980151150(State or jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)16305 SWINGLEY RIDGE ROAD, SUITE 300CHESTERFIELD, MO
    
    63017(Address of principal executive offices)
    
    (Zip Code)Registrants telephone, including area code:
    
    (636)-534-2300
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  o Large accelerated filer
o Accelerated filer
o Non-accelerated filer (Do not check if a smaller reporting company)
þ Smaller reporting company o þ




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EXPLANATORY NOTE
      INDEX TO FORM 10-K/A
 PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURES




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  (a)
    
    the next annual meeting following his or her appointment, or(b)
    
    his or her successor is elected or appointed, or(c)
    
    if earlier, he or she dies or resigns, or is removed or disqualified.
   
    
    Michael D. DePaolis, O.D., age 53, has been a director of the Company since June 2005.
Dr. DePaolis is Chairman of the Companys Corporate Governance and Nominating Committee and
is a member of the Companys Audit Committee. He has been engaged in the private practice
of optometry and is co-founder and President of Visionary Eye Associates, a professional
optometric practice since 1995. He is a member of the American
Optometric Association, Fellow
of the American Academy of Optometry and has been Chief Optometric Editor of Primary Care
Optometry Newssince 1995. Dr. DePaolis is Adjunct Clinical Associate of Ophthalmology at
the University of Rochester School of Medicine & Dentistry and has also served on the
editorial review boards of Contact Lens Spectrum, Optometry, Eye & Contact Lens, Review of
Optometryand Refractive Eye Care.His extensive knowledge
and experience as an optometrist, businessman and educator in the field of optometry qualify Dr. DePaolis as a
director of the Company. In addition, his experience as co-founder and President of
Visionary Eye Associates provides Dr. DePaolis the financial qualifications necessary to
serve on the Companys Audit Committee.
    
    Jay T. Holmes, age 67, has been a director of the Company since June 2008. Mr. Holmes is
a member of the Companys Compensation and Audit Committees. He has been self-employed as
an attorney and business consultant since mid-1996. From 1981 to 1996 Mr. Holmes held
several senior management positions at Bausch & Lomb, Inc., retiring as Executive Vice
President and Chief Administrative Officer. Bausch & Lomb is a global company engaged in
the eye care business. Mr. Holmes served on the board of directors of Bausch & Lomb from
1986 to 1996. Mr. Holmes serves presently, and has served, on the boards of directors of a
number of other eye care related companies, including Visx, Inc. from 1998 to 2005,
IntraLase, Inc. from 2005 to 2007, OccuLogix, Inc. from 2005 to 2008, and ReVision Optics,
Inc. from 2007 to date. Mr. Holmes extensive experience as an executive with Bausch & Lomb
and his directorships with multiple public optometric companies qualify him as a director
of the Company. His self-employment as an attorney and business consultant, in addition to
his aforementioned executive and director roles, provide Mr. Holmes the financial
qualifications necessary to serve on the Companys Audit Committee.
    
    Gary F. Jonas, age 65, has been a director of the Company since June 2009. Mr. Jonas is
a member of the Companys Corporate Governance and Nominating Committee and a member of the
Compensation Committee. Prior to serving as a director he was a consultant to the board
since June 2008. He has been CEO of Strategic Planning Advisors since 2002, while serving
as a board member and CEO for several companies involved in aesthetic health services. Mr.
Jonas was a director and CEO of Medical Body Sculpting Inc., a company which operated two
centers offering non-surgical fat removal. A receiver was appointed with respect to the
assets of that company in December 2007. He was a co-founder and CEO of 20/20 Laser Centers
from 1993 until its sale to the Company in 1997. From 1997 until 2000 he was the Companys
executive vice president for strategic growth. During that period he served on its board of
directors and also, on behalf of the Company, he served on the board of LaserSight. He has
served on the boards of over a dozen for-profit and non-profit organizations. He is member
of the adjunct faculty of the Carey Business School of Johns Hopkins University where he
teaches courses in business strategy. Mr. Jonas experience in the optometric industry,
dating back to 1993 as a co-founder and CEO of 2020 Laser Centers, and his involvement on
the boards of multiple organizations qualify him as a director of the Company.




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
    
    Olden C. Lee, age 68, has been a director of the Company since June 2008. Mr. Lee is a
member of the Companys Corporate Governance and Nominating Committee and a member of the
Compensation Committee. He currently serves on the board of directors of Starbucks Coffee
Company, a specialty coffee company. Mr. Lee is also the Principal of Lee Management
Consulting Company, a management consulting company founded by Mr. Lee. Mr. Lee worked with
PepsiCo, Inc., a leading global snack and beverage company, for 28 years in a variety of
positions, including serving as Senior Vice President of Human Resources of its Taco Bell
division and Senior Vice President and Chief Personnel Officer of its KFC division. Mr. Lee
retired from PepsiCo in 1998. Mr. Lee also serves on the Executive Committee of the
advisory board of the Business School of the University of Arizona. Mr. Lees extensive
experience as both a board member and executive of large public companies, including
Starbucks Coffee Company and PepsiCo, Inc., qualifies him as a director of the Company.
    
    Richard L. Lindstrom, M.D., age 62, has been a director of the Company since May 2002
and is the Companys Chief Medical Officer. Prior to being director of the Company, he was
a director of Laser Vision Centers, Inc. (LaserVision) since November 1995. Since 1979,
Dr. Lindstrom has been engaged in the private practice of ophthalmology and is the Founder,
Partner and Attending Surgeon of Minnesota Eye Consultants P.A., a provider of eye care
services, since 1989. In 1989, Dr. Lindstrom founded the Phillips Eye Institute Center for
Teaching & Research, an ophthalmic research and surgical skill education facility. He is
past president of the International Society of Refractive Surgery and the American Society
of Cataract and Refractive Surgery. Dr. Lindstrom has served as an Associate Director of
the Minnesota Lions Eye Bank since 1987. He is a medical advisor for several medical device
and pharmaceutical manufacturers and sits on the boards of OccuLogix and Acufocus, Inc. Dr.
Lindstroms extensive experience as a medical doctor in the field of optometry and his
long-standing involvement with the Company, dating back to 1995 as a director of
LaserVision, qualify him as a director of the Company.
    
    Warren S. Rustand,age 67, has been a director of the Company since October 1997 and
currently serves as the Chairman of the Board of Directors. On April 23, 2009, Mr. Rustand
joined the newly formed  Office of the Chairman of the Company, which reports
to the Board of Directors and serves as the Companys principal executive office. Mr.
Rustand is also the Chairman of the Companys Audit Committee and is a member of the
Companys Corporate Governance and Nominating Committee. Since October 2001, Mr. Rustand
has been Managing Partner of SCCapital Partners, a Newport Beach, California investment
banking firm and Chairman and Chief Executive Officer of Summit Capital Consulting. He is
also the lead outside director of Providence Service Corporation, a public company that
provides counselors and mental health providers to government agencies, and is also a
director of MedPro Safety Products, Inc., a public company that manufactures medical
devices. Mr. Rustand was the Chairman and Chief Executive Officer of Rural/Metro
Corporation, a U.S. public company providing ambulance and fire protection services from
1996 to August 1998. Mr. Rustand was a director of LucasVarity, PLC, a multi-billion dollar
public company that manufactures aerospace and automobile parts. Mr. Rustand was a director
and Chairman of Medical Body Sculpting Inc. A receiver was appointed with respect to the
assets of that company in December 2007. Mr. Rustands extensive experience with the
Company, dating back to his appointment as director in 1997, his executive business
experience in investment banking and his experience as director of multiple public
companies qualify him as a director of the Company. Mr. Rustands investment banking and capital management experience
qualify him as a member of the Companys Audit Committee.
    
    Toby S. Wilt, age 65, has been a director of the Company since January 2004. Mr. Wilt is
a member of the Audit Committee and is the Chairman of the Companys Compensation
Committee. A Certified Public Accountant (non-practicing), Mr. Wilt is currently the
Chairman of privately held Christie Cookie Company, a manufacturer and distributor of baked
food products. His past directorships include C&S Sovran, a southeastern bank holding
company, Genesco, Inc., a manufacturer and retailer of footwear and apparel, Titan
Holdings, an insurance company, and First American Corporation, a regional bank holding
company. As recently as 2007, Mr. Wilt was a director of 1st Source Corporation, a
financial institution in South Bend, Indiana that provides consumer and commercial banking
services and a director of Outback Steakhouse, Inc., a restaurant chain. Mr. Wilts
experience as a director of multiple companies and his financial background as a CPA
qualify him as a director of the Board and a member of the Companys Audit Committee.
 Executive Officers
  
    
    James B. Tiffany, age 53, became the Companys President and Chief Operating Officer in
April 2009 and is a member of the Companys Office of the Chairman. Prior to his promotion
as President and Chief Operating Officer, Mr. Tiffany served as President of Sightpath
Medical, Inc., a subsidiary of the Company, from August 2003 to April 2009. He served as
General Manager of MSS, Inc. from July 2000 to August 2003, and as Vice President of Sales
and Marketing of LaserVision from




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January 1999 to July 2000. Mr. Tiffany received his undergraduate degree from Arizona State
University and a Master of Business Administration Degree from Washington University in St.
Louis, Missouri.
 
    
    William J. McManus, age 54, was appointed interim Chief Financial Officer in May 2009
and is a managing director of Conway Del Genio Gries & Co., LLC
(CDG), a financial advisory
firm. Mr. McManus has more than 20 years of senior financial, operational, and consulting
experience in turnaround/restructuring environments. He has served in senior management
positions in a variety of industries, such as: Automotive, Media & Publishing, Home
Furnishing, Consumer Goods, Packaging, Forest Products, Capital Equipment, and Healthcare.
Prior to joining CDG in February 2009, Mr. McManus worked at Horizon Management from 2001
to 2009 as a Managing Director specializing in crisis / interim management. Mr. McManus
graduated from Notre Dame where he received a Bachelor of Science in Business
Administration degree, with a specialization in Finance.
    
    Charles H. Judy, age 40, was appointed Senior Vice President, Shared Services and
Secretary in April 2009. Mr. Judy joined the Company in 2007 as Vice President, Human
Resources. Prior to joining TLCVision, Mr. Judy was a National Human Resources Director at
Deloitte, one of the worlds largest professional services firms with over 120,000
employees. During his thirteen years with the organization, Mr. Judy provided senior human
resources and recruiting leadership to a number of large and diverse practices throughout
the world. Mr. Judy was also the Vice President, Human Resources for Maverick Technologies
LLC, North Americas largest independent control systems integrator and industrial
automation consultancy. He is a graduate of Tulane Universitys A.B. Freeman School of
Business with a Bachelor of Science in Management degree. Mr. Judy is also a CPA
(non-practicing) and a certified Senior Professional of Human Resources. Effective April 5,
2010, Mr. Judy resigned as Secretary.
    
    James J. Hyland, age 57, joined TLCVisionas Vice President, Investor Relations in 2007.
Prior to joining TLCVision, Mr. Hyland was VP Investor Relations and Corporate
Communications for USF Corp, a $2.4 billion Chicago based transportation holding company.
In addition, Mr. Hyland was Senior Vice President Investor Relations for Comdisco, a
Rosemont, Illinois based Fortune 500 financial and technology services firm. Mr. Hyland is
a graduate of the University of Illinois with a Bachelor of Science in Business
Administration degree, with a specialization in Finance.
    
    Henry Lynn, age 59, became Chief Information Officer (CIO) of TLCVisionin 1998.
Mr. Lynn has executive management responsibilities regarding the various information
systems utilized throughout the Company. Prior to joining TLCVision,he was employed as the
CIO for Beacon Eye, Inc., a laser vision correction company. He holds a Data Processing
degree from Glasgow College of Technology, Scotland.
    
    Ellen-Jo E. Plass, age 40, became the Companys Senior Vice President, Center Operations
in June 2009. Prior to that, Mrs. Plass served as Vice President of Center Support Services
for TLC Laser Eye Centers from January 2006 to June 2009. Through her career with TLCVision
shes served in a number of roles within the organization from National Director, Center
Support Services, from 2002 to 2006, to International Director, Training and Development,
from 1999 to 2002. Her first role within the Company was in 1995 at a flagship TLC center
in Windsor, Ontario, Canada where she was that centers Executive Director. Mrs. Plass
received her Bachelor of Arts, Psychology in 1991 from the University of Windsor and her
Post Graduate in 1992 specializing in Gerontology from Algonquin College.
    
    James M. Feinstein, age 39, became TLCVisions Senior Vice President of Sales in April
2009. Prior to that, Mr. Feinstein served as the Companys Vice President, Western Zone,
from 2008 to 2009 and Vice President, North Central Region, from 2004 to 2007. In 2007, he
was recognized by the Midwest Organ and Donor Board as one of 30 influential people in
ophthalmology. Mr. Feinstein is a graduate of the University of Iowa with a Bachelor of
Arts in English.
    
    Daniel W. Robins, age 39, joined the Company in December of 1998 first as a Laser
Engineer with LaserVision and later holding the positions of Senior Engineer; North East
Operations Manager; Manager of Recruitment, Staff Development and Research; Director of
Senior Engineering and Research; and National Director of Operations. He moved into his
current position as Vice President of Operations in January 2006 where he is responsible
for all day-to-day operations of the mobile refractive segment. Mr. Robins began his career
in operations and logistics while serving in the United States Army as an Avenger Missile
System Technician from 1989 to 1997. He holds an Associate of Applied Science degree in
Laser Electro-Optics and is finishing his Bachelor of Arts in Business Management degree at
Rasmussen College.
    
    Patricia S. Larson, age 50, joined the Company in July 2003 as Associate General
Counsel. Prior to that, Ms. Larson was the General Counsel and Executive Vice President -
General Manager from 1993 to 2002 of Husky Corporation, a privately held company that
designs, manufactures and distributes equipment for the petroleum dispensing industry.
Prior thereto, Ms.




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Larson was in the private practice of law in the St. Louis office of Polsinelli Shugart, PC
and with Paule, Camazine, Bluementhal, PC. Prior to joining these law firms, Ms. Larson
served as a Senior Tax Consultant with Ernst & Young. Ms. Larson received her Juris Doctor
from the University of Missouri  Kansas City and a Bachelor of Science in Accountancy degree
from the University of Missouri  Columbia.
 
    
    Jonathan Compton, age 38, joined the Company in July 2002 as Director of Taxation. Mr.
Compton was appointed as an officer of the Company in December 2002. Prior to that, Mr.
Compton was the Corporate Tax Manager and Assistant Treasurer at BioMaerieux, Inc., from
1998  2002. Mr. Compton is a graduate of the University of Missouri with a Bachelor of
Science in Business Administration degree, with a specialization in Accounting. Mr. Compton
is also a CPA (non-practicing).
 Business  Bankruptcy Proceedings
 Chief Restructuring Officer
  Corporate Governance
  Mandates of the Board of Directors and Management




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Composition of the Board of Directors
      Board Committees
 www.tlcv.com




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
    
    developing and monitoring the effectiveness of the Companys system of corporate
governance;
    
    establishing procedures for the identification of new nominees to the Board of
Directors and leading the candidate selection process;
    
    developing and implementing orientation procedures for new directors;
    
    assessing the effectiveness of directors, the Board of Directors as a whole and the
various committees of the Board of Directors;
    
    ensuring appropriate corporate governance and proper delineation of the roles, duties
and responsibilities of management, the Board of Directors and its various committees; and
    
    assisting the Board of Directors in setting the objectives for our Chief Executive
Officer and evaluating his or her performance.
   Code of Business Conduct and Ethics
 www.tlcv.com
  Outside Advisors
  Shareholder Communications




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www.tlcv.com




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Audit Committee Report
 The information contained in this report shall not be deemed to be soliciting material or
filed or incorporated by reference in future filings with the SEC, or subject to the liabilities
of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by
reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
     Warren S. Rustand
    
    Dr. Michael D. DePaolis
    
    Jay T. Holmes
    
    Toby S. Wilt




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Directors and Officers Liability Insurance
  Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation of Executives
  Summary Compensation Table (1)
 Option
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus(5)
    
    
    Awards
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(6)
    
    
    ($)(7)
    
    
    ($)James B. Tiffany
    
    
    2009
    
    
    
    302,395
    
    
    
    
    
    
    
    14,300
    
    
    
    7,197
    
    
    
    323,892President and Chief Operating Officer(2)
    
    
    2008
    
    
    
    235,000
    
    
    
    
    
    
    
    
    
    
    
    4,737
    
    
    
    239,737James C. Wachtman (3)
    
    
    2009
    
    
    
    138,769
    
    
    
    
    
    
    
    17,600
    
    
    
    1,021,449
    
    
    
    1,177,818Former Chief Executive Officer and President
    
    
    2008
    
    
    
    440,000
    
    
    
    
    
    
    
    
    
    
    
    12,206
    
    
    
    452,206Henry Lynn
    
    
    2009
    
    
    
    224,226
    *
    
    
    
    
    
    
    8,800
    *
    
    
    2,452
    *
    
    
    235,478
    *Chief Information Officer
    
    
    2008
    
    
    
    233,030
    *
    
    
    
    
    
    
    
    
    
    
    2,400
    *
    
    
    235,430
    *James M. Feinstein
    
    
    2009
    
    
    
    205,784
    
    
    
    
    
    
    
    
    
    
    
    1,094
    
    
    
    206,878Senior Vice President of Sales
    
    
    2008
    
    
    
    198,462
    
    
    
    
    
    
    
    6,000
    
    
    
    3,315
    
    
    
    207,777Steven P. Rasche (4)
    
    
    2009
    
    
    
    88,804
    
    
    
    
    
    
    
    
    
    
    
    278,925
    
    
    
    367,729Former Chief Financial Officer
    
    
    2008
    
    
    
    238,000
    
    
    
    
    
    
    
    
    
    
    
    4,358
    
    
    
    242,358Larry D. Hohl (4)
    
    
    2009
    
    
    
    102,596
    
    
    
    
    
    
    
    
    
    
    
    412,511
    
    
    
    515,107Former President of Refractive Services
    
    
    2008
    
    
    
    262,308
    
    
    
    30,000
    
    
    
    
    
    
    
    513
    
    
    
    292,821
 
 *
    
    Denominated in Canadian dollars.(1)
    
    On April 23, 2009, the Company formed an Office of the Chairman, which reports directly to the Board of Directors and
was comprised of: Chairman of the Board, Warren S. Rustand; President and Chief Operating Officer, James B. Tiffany;
and Chief Restructuring Officer, Michael F. Gries. The members of the Office of the Chairman have shared the role of
Principal Executive Officer. The above Summary Compensation Table only includes Mr. Tiffany. Information




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regarding compensation earned by Mr. Rustand as a member of the Office of the Chairman is included in Compensation of Directors.
Mr. Gries is not compensated directly by the Company as he is employed by CDG, which is currently providing bankruptcy
and general consulting services to the Company. Information regarding fees paid to CDG during the year-end December 31,
2009 can be found in Item 13, Certain Relationships and Related Transactions, and Director Independence  Related
Party Transactions.As of April 30, 2010, the Office of the Chairman consists only of Messrs. Rustand and Tiffany.(2)
    
    In 2008, Mr. Tiffany was the President of Sightpath Medical. He was appointed President, Chief Operating Officer and a
member of the Companys  Office of the Chairman on April 23, 2009.(3)
    
    As of April 23, 2009, Mr. Wachtman separated from the Company and resigned from our Board of Directors. Mr. Wachtmans
other compensation includes approximately $1.0 million in severance earned as a result of his separation. As of April
30, 2010, the Company has paid Mr. Wachtmans severance in full.(4)
    
    As of May 15, 2009, the Company terminated the employment of Messrs. Rasche and Hohl. As a result of the terminations,
Messrs. Rasche and Hohl earned approximately $0.3 million and $0.4 million, respectively, in severance during the year
ended December 31, 2009, which is included in other compensation. Payment for the severance earned has not been made
as of April 30, 2010 and is subject to the Companys bankruptcy proceedings.(5)
    
    There were no bonuses earned during 2009 or 2008 other than the signing bonus of $30,000 earned by Mr. Hohl in 2008.(6)
    
    Reflects the dollar amount recognized for financial statement reporting purposes for the applicable fiscal year, in
accordance with Financial Standards Boards Accounting Standards Codification Topic 718. Assumptions used in
calculating these amounts are included in Note 16 to the Companys financial statements included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 2009. Messrs. Tiffany, Wachtman and Lynn received conditional
options during 2008. The conditions for such options were met during June 2009 resulting in the related compensation
expense being disclosed during 2009 in the Summary Compensation Table.(7)
    
    Includes Company matching contributions to the 401(k) plan, long-term disability insurance premiums and auto allowances.  Outstanding Equity Awards at Fiscal Year-End (1)(5)
 Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    OptionUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    OptionOptions
    
    
    Options
    
    
    Price
    
    
    ExpirationName
    
    Grant Date
    
    (#) Exercisable
    
    
    (#) Unexercisable
    
    
    ($)
    
    
    dateJames C. Wachtman
    
    May 15, 2002
    
    
    17,500
    
    
    
    
    
    
    
    1.88
    
    
    January 7, 2008 (3)May 15, 2002
    
    
    142,500
    
    
    
    
    
    
    
    3.45
    
    
    June 15, 2008 (3)January 2, 2003
    
    
    47,500
    
    
    
    
    
    
    
    1.16
    
    
    January 2, 2008 (3)December 15, 2003
    
    
    25,000
    
    
    
    
    
    
    
    6.10
    
    
    December 15, 2008 (3)December 13, 2004
    
    
    33,000
    
    
    
    
    
    
    
    10.42
    
    
    December 13, 2009 (3)January 3, 2006 (3)
    
    
    50,000
    
    
    
    
    
    
    
    6.45
    
    
    January 3, 2011December 11, 2006 (4)
    
    
    50,000
    
    
    
    
    
    
    
    4.66
    
    
    December 11, 2013December 28, 2007 (4)
    
    
    60,000
    
    
    
    
    
    
    
    3.04
    
    
    December 28, 2014December 10, 2008 (2,4)
    
    
    80,000
    
    
    
    
    
    
    
    0.20
    
    
    December 10, 2015James B. Tiffany
    
    January 2, 2003
    
    
    20,000
    
    
    
    
    
    
    
    1.16
    
    
    January 2, 2008(3)December 15, 2003
    
    
    18,000
    
    
    
    
    
    
    
    6.10
    
    
    December 15, 2008 (3)April 1, 2004
    
    
    500
    
    
    
    
    
    
    
    11.47
    
    
    March 31, 2009 (3)December 13, 2004
    
    
    27,000
    
    
    
    
    
    
    
    10.42
    
    
    December 13, 2009 (3)January 3, 2006
    
    
    30,000
    
    
    
    10,000
    
    
    
    6.45
    
    
    January 3, 2011December 11, 2006
    
    
    30,000
    
    
    
    10,000
    
    
    
    4.66
    
    
    December 11, 2013December 28, 2007
    
    
    25,000
    
    
    
    25,000
    
    
    
    3.04
    
    
    December 28, 2014December 10, 2008 (2)
    
    
    16,250
    
    
    
    48,750
    
    
    
    0.20
    
    
    December 10, 2015James M. Feinstein
    
    December 15, 2003
    
    
    7,500
    
    
    
    
    
    
    
    6.10
    
    
    December 15, 2008 (3)December 13, 2004
    
    
    21,000
    
    
    
    
    
    
    
    10.42
    
    
    December 13, 2009 (3)January 3, 2006
    
    
    21,000
    
    
    
    7,000
    
    
    
    6.45
    
    
    January 3, 2011December 11, 2006
    
    
    21,000
    
    
    
    7,000
    
    
    
    4.66
    
    
    December 11, 2013December 28, 2007
    
    
    25,000
    
    
    
    25,000
    
    
    
    3.04
    
    
    December 28, 2014December 10, 2008
    
    
    12,500
    
    
    
    37,500
    
    
    
    0.20
    
    
    December 10, 2015Henry Lynn
    
    January 2, 2003
    
    
    20,000
    
    
    
    
    
    
    
    1.82
    *
    
    January 2, 2008 (3)April 1, 2003
    
    
    500
    
    
    
    
    
    
    
    1.79
    *
    
    April 1, 2008 (3)December 15, 2003
    
    
    10,000
    
    
    
    
    
    
    
    7.95
    *
    
    December 15, 2008 (3)December 13, 2004
    
    
    21,000
    
    
    
    
    
    
    
    12.68
    *
    
    December 13, 2009   (3)January 3, 2006
    
    
    18,750
    
    
    
    6,250
    
    
    
    7.51
    *
    
    January 3, 2011December 11, 2006
    
    
    18,750
    
    
    
    6,250
    
    
    
    5.31
    *
    
    December 11, 2013December 28, 2007
    
    
    12,500
    
    
    
    12,500
    
    
    
    2.98
    *
    
    December 28, 2014




---



##### 



Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    OptionUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    OptionOptions
    
    
    Options
    
    
    Price
    
    
    ExpirationName
    
    Grant Date
    
    (#) Exercisable
    
    
    (#) Unexercisable
    
    
    ($)
    
    
    dateDecember 10, 2008 (2)
    
    
    10,000
    
    
    
    30,000
    
    
    
    0.25
    *
    
    December 10, 2015Steven P. Rasche
    
    July 19, 2004
    
    
    50,000
    
    
    
    
    
    
    
    10.80
    
    
    July 19, 2009 (3)December 13, 2004
    
    
    30,000
    
    
    
    
    
    
    
    10.42
    
    
    August 13, 2009 (3)January 3, 2006
    
    
    30,000
    
    
    
    
    
    
    
    6.45
    
    
    August 13, 2009 (3)December 11, 2006
    
    
    22,500
    
    
    
    
    
    
    
    4.66
    
    
    August 13, 2009 (3)December 28, 2007
    
    
    12,500
    
    
    
    
    
    
    
    3.04
    
    
    August 13, 2009 (3)
 
 *
    
    Denominated in Canadian dollars.(1)
    
    On April 23, 2009, the Company formed an Office of the Chairman,
which reports directly to the Board of Directors and was comprised
of: Chairman of the Board, Warren S. Rustand; President and Chief
Operating Officer, James B. Tiffany; and Chief Restructuring
Officer, Michael F. Gries. The members of the Office of the Chairman
share the role of Principal Executive Officer. The above table of
Outstanding Equity Awards at Fiscal Year-End only includes
Mr. Tiffany. Information regarding equity awards owned by Mr.
Rustand as a member of the Office of the Chairman is included in
Compensation of Directors. Mr. Gries has not been awarded equity
compensation awards from the Company. As of April 30, 2010, the
Office of the Chairman consists only of Messrs. Rustand and Tiffany.(2)
    
    Options were conditional on either (a) shareholders authorizing an
increase in the shares reserved for issuance under our Existing
Option Plan or (b) the number of shares reserved for issuance under
our Existing Option Plan being increased by termination of
unexercised options, sufficient to cover all options granted on
December 10, 2008. Effective June 9, 2009, the number of shares
reserved for issuance under the Existing Option Plan was sufficient
to cover all options granted on December 10, 2008.(3)
    
    Named Executive Officer under trading blackout since option
expiration date. In order to avoid forfeiture, Named Executive
Officer has 10 days to exercise options upon removal of blackout.
Trading blackout was lifted effective March 4, 2010.(4)
    
    Mr. Wachtman resigned as Chief Executive Officer and as a member for
the Board of Directors effective April 23, 2009. Under his
employment contract, all unvested options vested and became
exercisable upon his resignation.(5)
    
    As of December 31, 2009, Mr. Hohl had no outstanding equity awards. Employment Contracts
  James B. Tiffany




---



##### 



James C. Wachtman
      James M. Feinstein




---



##### 



Henry Lynn
    Steven P. Rasche




---



##### 



Larry D. Hohl
     Compensation of Directors
  Non-Executive Director Compensation (3)
 Fees Earnedor Paid
    
    Optionin Cash
    
    Awards(1)(2)
    
    TotalName
    
    ($)
    
    ($)
    
    ($)Michael D. DePaolis, O.D
    
    $
    60,760
    
    
    $
    3,150
    
    
    $
    63,910Jay T. Holmes
    
    $
    57,028
    
    
    $
    1,575
    
    
    $
    58,603Gary F.
Jonas(4)
    
    $
    55,595
    
    
    $
    
    
    
    $
    55,595Olden C. Lee
    
    $
    46,430
    
    
    $
    1,575
    
    
    $
    48,005Richard L. Lindstrom, M.D.
    
    $
    15,863
    
    
    $
    3,150
    
    
    $
    19,013Toby S. Wilt
    
    $
    56,860
    
    
    $
    1,500
    
    
    $
    58,360
 
 (1)
    
    As of December 31, 2009, members of the board of directors had the following aggregate number of options outstanding: Dr.
DePaolis, 50,000; Mr. Holmes, 15,000, Mr. Jonas, 15,000, Mr. Lee, 15,000, Dr. Lindstrom, 259,500 (includes options granted to Dr.
Lindstrom in his capacity as medical director); Mr. Rustand, 75,000; and Mr. Wilt, 60,000.(2)
    
    The value of the option awards includes conditional options granted during 2008 described in further detail below. The conditions
of such options were met during June 2009.(3)
    
    See information below regarding the compensation of Warren Rustand as Chairman of the Board.(4)
    
    Fees earned by Mr. Jonas are inclusive of fees earned as a
consultant to the Board prior to his June 2009 appointment as
director.  January 1, 2009
    
    June 19, 2009June 18, 2009
    
    December 31, 2009Fee Type
    
    ($)
    
    ($)Board meetingAttended in person (per meeting)
    
    $
    2,500
    
    
    $
    2,375Attended via phone (per meeting)
    
    $
    500
    
    
    $
    467Committee meetingsAttended in person (per meeting)
    
    $
    1,000
    
    
    $
    950Attended via phone (per meeting)
    
    $
    500
    
    
    $
    467




---



##### 



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Directors, Nominee Directors,
    
    Shares
    
    Percentage ofNamed Executive Officers and
    
    Beneficially
    
    Common Shares5% Shareholders
    
    Owned
    
    Beneficially OwnedHighland Capital
    
    
    8,213,508
    
    
    
    16.2
    %Galloway Group
    
    
    3,064,378
    
    
    
    6.0
    %James C. Wachtman
    
    
    240,000
    
    
    
    *Richard L Lindstrom, M.D.
    
    
    165,750
    
    
    
    *James B. Tiffany
    
    
    136,865
    
    
    
    *James M. Feinstein
    
    
    88,587
    
    
    
    *Henry Lynn
    
    
    69,750
    
    
    
    *Warren S. Rustand
    
    
    55,180
    
    
    
    *Toby S. Wilt
    
    
    50,000
    
    
    
    *Michael D. DePaolis, O.D
    
    
    50,000
    
    
    
    *Gary P. Jonas
    
    
    15,000
    
    
    
    *Jay T. Holmes
    
    
    15,000
    
    
    
    *Olden C. Lee
    
    
    15,000
    
    
    
    *Steven P. Rasche
    
    
    
    
    
    
    *Larry D. Hohl
    
    
    
    
    
    
    *All directors, management nominees for director and executive officers as a group (20 persons)
    
    
    1,139,839
    
    
    
    2.3
    %
 
 *
    
    Less than one percent.




---



##### 



Equity Compensation Plan Information
 Vision
 Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for futuresecurities to be
    
    
    
    
    
    issuances underissued upon
    
    Weighted-average
    
    equity compensationexercise of
    
    exercise price of
    
    plans (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected in columnand rights
    
    and rights
    
    (a))Plan category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,426
    
    
    $
    3.61
    (1)
    
    
    649Equity compensation
plans not approved
by security holders.
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,426
    
    
    $
    3.61
    (1)
    
    
    649
 
 (1)
    
    Represents the weighted-average exercise price of outstanding options, warrants
and rights denominated in U.S. dollars. The weighted-average exercise price of
outstanding options, warrants and rights denominated in Canadian dollars was Cdn$3.79. Changes in Control
 In re TLC
Vision (USA) Corporation, et al.,




---



##### 



Business  Bankruptcy Proceedings
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Review and Approval of Related Party Transactions
 Protection of Minority Security Holders in
Special Transactions
  Related Party Transactions
  Vision, Vision
    Indebtedness of Directors and Officers




---



##### 



Director Independence
 Item 10, Directors, Executive Officers and Corporate Governance,
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Fees Billed by External Auditors
  Year Ended
    
    Year EndedDecember 31,
    
    December 31,2009
    
    2008Fees for Audit Services
    
    $
    942,000
    
    
    $
    1,228,000Fees for Audit-related Services
    
    $
    
    
    
    $
    Fees for Tax Services
    
    $
    13,150
    
    
    $
    11,329All Other Fees
    
    $
    
    
    
    $
    
  Pre-Approval Policies and Procedures
   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




---



##### 



SIGNATURES
  TLC VISION CORPORATIONBy
    /s/ JAMES B. TIFFANYJames B. Tiffany, President andChief Operating Officer   SIGNATURE
    
    TITLE
    
    DATED/s/ JAMES B. TIFFANY
    
    President and Chief Operating Officer
     
    April 30, 2010James. B. Tiffany/s/ WILLIAM J. MCMANUS
    
    Interim Chief Financial Officer
    
    April 30, 2010William J. McManus/s/ WARREN S. RUSTAND
    
    Chairman of the Board of Directors and Director
    
    April 30, 2010Warren S. Rustand/s/ RICHARD L. LINDSTROM, M.D.
    
    Director
    
    April 30, 2010Richard L. Lindstrom, M.D./s/ TOBY S. WILT
    
    Director
    
    April 30, 2010Toby S. Wilt/s/ MICHAEL D. DEPAOLIS, O.D.
    
    Director
    
    April 30, 2010Michael D. DePaolis, O.D./s/ JAY T. HOLMES
    
    Director
    
    April 30, 2010Jay T. Holmes/s/ OLDEN C. LEE
    
    Director
    
    April 30, 2010Olden C. Lee/s/ GARY F. JONAS
    
    Director
    
    April 30, 2010Gary F. Jonas




---



##### 



EXHIBIT INDEX
 EXHIBITNO.
    
    DESCRIPTION3.1
    
    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys 10-K filed with the
Commission on August 28, 1998)3.2
    
    Articles of Amendment (incorporated by reference to Exhibit 3.2 to the Companys 10-K filed with the
Commission on August 29, 2000)3.3
    
    Articles of Continuance (incorporated by reference to Exhibit 3.6 to the Companys Registration Statement on
Form S-4/A filed with the Commission on March 1, 2002 (file no. 333-71532))3.4
    
    Articles of Amendment (incorporated by reference to Exhibit 4.2 to the Companys Post Effective Amendment No.
1 on Form S-8 to the Companys Registration Statement on Form S-4 filed with the Commission on May 14, 2002
(file no. 333-71532))3.5
    
    By-Laws of the Company (incorporated by reference to Exhibit 3.6 to the Companys Registration Statement on
Form S-4/A filed with the Commission on March 1, 2002 (file no. 333-71532))4.1
    
    Shareholder Rights Plan Agreement dated March 4, 2005, as amended as of June 16, 2005, between the Company
and CIBC Mellon Trust Company (incorporated by reference to Exhibit 99.2 to the Companys 8-K filed with the
Commission on June 20, 2005 (file no. 000-29302))10.1*
    
    TLC Vision Corporation Amended and Restated Share Option Plan (incorporated by reference to Exhibit 4.2 to
the Companys Registration Statement on Form S-8 filed with the Commission on June 23, 2004 (file no.
333-116769))10.2*
    
    TLC Corporation 2004 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-8 filed with the Commission on June 23, 2004 (file no. 333-116769))10.3
    
    Amended and Restated Master Capital Lease Agreement with Advanced Medical Optics (IntraLase Corp), portions
of which omitted pursuant to a request for confidential treatment filed separately with the Commission, dated
December 18, 2007 (incorporated by reference to Exhibit 10.1 to the Companys 10-Q for the three and nine
months ended September 30, 2008)10.4*
    
    Consulting Agreement with Richard L. Lindstrom, M.D. dated July 1, 2008 (incorporated by reference to Exhibit
10.2 to the Companys 10-Q for the three and nine months ended September 30, 2008)10.5
    
    Agreement and Plan of Merger By and Among TruVision, Inc. and TLC Wildcard Corp. and TLC Vision Corporation
and TLC Vision (USA) Corporation and Lindsay T. Atwood dated as of October 27, 2005 (incorporated by
reference to Exhibit 2.3 to the Companys 10-Q for the three and nine months ended September 30, 2005).10.6
    
    Amended and Restated Credit Agreement By and Among TLC Vision Corporation, TLC Vision (USA) Corporation, CIT
Capital Securities, LLC, CIT Healthcare, LLC and Lenders dated as of June 21, 2007 (incorporated by reference
to Exhibit 12.(B) to the Companys Schedule TO-I/A filed June 22, 2007)10.7
    
    Amendment No. 1 to the Amended and Restated Credit Agreement dated as of June 21, 2007 (incorporated by
reference to Exhibit 10.23 to the Companys 10-K for the year ended December 31, 2007)10.8
    
    Limited Waiver and Amendment No. 2 to Credit Agreement dated as of March 31, 2009 (incorporated by reference
from TLC Vision Corporations Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 3, 2009).10.9
    
    Limited Waiver, Consent and Amendment No. 3 to Credit Agreement dated as of June 5, 2009 (incorporated by
reference from TLC Vision Corporations Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 9, 2009).10.10
    
    Limited Waiver, Consent and Amendment No. 4 to Credit Agreement dated as of June 30, 2009 (incorporated by
reference from TLC Vision Corporations Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 5, 2009).10.11
    
    Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement
dated September 8, 2009 (incorporated by reference from TLC Vision Corporations Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 14, 2009.)10.12
    
    Limited Waiver dated September 30, 2009 (incorporated by reference from TLC Vision Corporations Current
Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2009.)




---



##### 



EXHIBITNO.
    
    DESCRIPTION10.13
    
    Amendment No. 2, entered August 10, 2009, to Agreement and Plan of Merger, dated as of October 27, 2005, by
and among TruVision, Inc., TLC Wildcard Corp., TLC Vision Corporation, TLC Vision (USA) Corporation and
Lindsay T. Atwood (incorporated by reference to Exhibit 10.4 to the Companys 10-Q for the three and six
months ended June 30, 2009).10.14
    
    Limited Forbearance and Third Amendment to Transfer Rights Agreement, entered August 20, 2009, by and among
Michael Aronsky, M.D., Carol Hoffman, M.D., George Pronesti, M.D., and Anthony Zacchei, M.D. (collectively
Kremer Minority Holders), TLC Vision (USA) Corporation, DelVal ASC, LLC, and TLC Management, LLC
(incorporated by reference to Exhibit 10.1 to the Companys 10-Q for the three and nine months ended
September 30, 2009).10.15*
    
    Engagement Letter of Conway, Del Genio, Gries & Co., LLC by TLC Vision Corporation, dated as of February 16,
2009 (incorporated by reference to Exhibit 10.2 to the Companys 10-Q for the three and nine months ended
September 30, 2009).10.16*
    
    Addendum to the Engagement Letter of Conway, Del Genio, Gries & Co., LLC by TLC Vision Corporation, dated
April 23, 2009 (incorporated by reference to Exhibit 10.3 to the Companys 10-Q for the three and nine months
ended September 30, 2009).10.17
    
    Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of December 23, 2009 among TLC
Vision (USA) Corporation, TLC Vision Corporation, TLC Management Services Inc., Cantor Fitzgerald Securities
and lenders (incorporated by reference to Exhibit 10.17 to the Companys Form 10-K for the year ended
December 31, 2009).10.18
    
    Plan Sponsor Agreement dated February 3, 2010 by and among TLC Vision Corporation, TLC Vision (USA)
Corporation, TLC Management Services, Inc., Thriller Acquisition Corp. and Thriller Canada Acquisition Corp
(incorporated by reference from TLC Vision Corporations Current Report on Form 8-K filed with the Securities
Exchange Commission on February 2, 2010).10.19
    
    Amendment to the Plan Sponsor Agreement dated February 3, 2010 by and among TLC Vision Corporation, TLC
Vision (USA) Corporation, TLC Management Services, Inc., Thriller Acquisition Corp. and Thriller Canada
Acquisition Corp (incorporated by reference from TLC Vision Corporations Current Report on Form 8-K filed
with the Securities Exchange Commission on February 12, 2010).10.20
    
    Fourth Amended Joint Chapter 11 Plan of Reorganization dated as of March 24, 2010 (incorporated by reference
to Exhibit 10.20 to the Companys Form 10-K for the year ended December 31, 2009).10.21*
    
    Employment Agreement with James B. Tiffany dated November 1, 2005.10.22*
    
    Amendment to Employment Agreement with James B. Tiffany dated June 4, 2009.10.23*
    
    Employment Agreement with James Feinstein dated December 5, 2007.10.24*
    
    Amendment to Employment Agreement with James Feinstein dated June 19, 2009.10.25*
    
    Employment Agreement with Henry
Lynn dated September, 1999.21
    
    List of the Companys Subsidiaries (incorporated by reference to Exhibit 21 to the Companys Form 10-K for
the year ended December 31, 2009).23
    
    Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23 to the
Companys Form 10-K for the year ended December 31, 2009).31.1
    
    Chairman of the Boards Certification required by Rule 13a-14(a) of the Securities Exchange Act of 1934.31.2
    
    President and Chief Operating Officers Certification required by Rule 13a-14(a) of the Securities Exchange Act of 1934.31.3
    
    Interim Chief Financial Officers Certification required by Rule 13a-14(a) of the Securities Exchange Act of 1934.32.1
    
    Chairman of the Boards Certification of periodic financial report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.32.2
    
    President and Chief Operating Officers Certification of periodic financial report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350 (incorporated by reference to Exhibit 32.1 to the
Companys Form 10-K for the year ended December 31, 2009).32.3
    
    Chief Restructuring Officers Certification of periodic financial report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, U.S.C. Section 1350 (incorporated by reference to Exhibit 32.2 to the Companys
Form 10-K for the year ended December 31, 2009).




---



##### 



EXHIBITNO.
    
    DESCRIPTION32.4
    
    Interim Chief Financial Officers Certification of periodic financial report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, U.S.C. Section 1350 (incorporated by reference to Exhibit 32.3 to the Companys
Form 10-K for the year ended December 31, 2009).99.1
    
    Board Mandate and Division of Responsibilities Between the Board of Directors & Management99.2
    
    TLC Vision Corporation Audit Committee Charter
 
 *
    
    Denotes management contract or compensatory plan or arrangement.