~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~Earliest ~~Securities~~Event ~~Exchange~~Reported): ~~Act~~February 12, ~~of 1934~~ 2010

~~Date~~TLC ofVision ~~Report (Date of Earliest Event Reported): February 3, 2010~~Corporation

~~TLC~~(Exact ~~Vision~~name ~~Corporation~~ of registrant as specified in its charter)

New Brunswick	000-29302	980151150
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5280 Solar Drive, Suite 100, Mississauga, Ontario		L4W 5M8
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (905) 602-2020

Not Applicable

~~Check~~Former name ~~the~~or ~~appropriate~~former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ report

~~o Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the filing ~~Securities~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~230.425)~~under any of the following provisions:

o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~TABLE~~o Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 1.02 Termination of a Material Definitive Agreement.
	Item 2.03 Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
	Item 7.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-2.1
EX-99.1

-2-

~~Table~~Item 1.01 ofEntry ~~Contents~~into a Material Definitive Agreement.

On February 12, 2010, TLC Vision Corporation (the “Company”) entered into an amendment to the plan sponsor agreement (the “PSA”) dated February 3, 2010 between the Company, TLC Vision (USA) Corporation, TLC Management Services, Inc. and certain affiliates of a fund managed by Charlesbank Capital Partners (“Charlesbank”). On February 12, 2010, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approved an amended PSA backed by affiliates of Charlesbank and H.I.G. Capital, LLC (“H.I.G.”) regarding a new plan of reorganization that would result in the payment in full of all outstanding amounts owing to the Company’s senior secured lenders under its credit facility. In connection with the amended PSA, the Bankruptcy Court also approved a $25 million in debtor-2in-possession financing facility to be provided by Charlesbank and H.I.G. that will be used to repay the Company’s current debtor-in-possession financing. On February 18, 2010, the Canadian Court entered orders recognizing the Bankruptcy Court’s orders issued on February 12, 2010.

~~Item~~In addition to the terms of the original PSA described in the Company’s Current Report on 8-K dated February 13, 2010, which was filed with the Securities and Exchange Commission on February 10, 2010, including the acquisition by Charlesbank of substantially all the assets of the Company, including 100% of the equity of TLC Vision (USA) Corporation and the Company’s six refractive centers in Canada, and payments to employees and critical vendors in the ordinary course of business, the amended plan of reorganization with Charlesbank and H.01I.G. ~~Entry~~also ~~into~~provides for consideration in the amount of up to $9.0 million in cash and a ~~Material~~new ~~Definitive~~promissory ~~Agreement~~note of up to $3.0 million to be paid to the Company’s unsecured creditors. Subsequent to the previously announced Charlesbank transaction, H.I.G. joined as a co-investor with Charlesbank in the acquisition of the Company’s assets under the plan. There is no assurance of any distribution of funds to the shareholders of the Company under the plan and completion of the plan is subject to customary closing conditions, including final confirmation by the Bankruptcy Court and the Canadian Court and regulatory approvals. The Official Committee of Unsecured Creditors of the Company has also expressed its support of the plan with Charlesbank and H.I.G.

~~On February 3,~~The ~~2010,~~amendment ~~TLC~~to ~~Vision~~the ~~Corporation~~PSA ~~(the “Company”)~~has ~~and~~been ~~two~~included ofto ~~the~~provide ~~Company's~~investors ~~wholly-owned~~and security holders with ~~subsidiaries~~information ~~(TLC~~regarding ~~Vision~~its ~~(USA)~~terms. ~~Corporation~~It ~~and~~is ~~TLC~~not ~~Management Services,~~intended ~~Inc.)~~to ~~entered~~provide ~~into~~any aother ~~plan~~factual ~~sponsor~~information ~~agreement~~about (the ~~“PSA”)~~Company, ~~with~~Charlesbank ~~certain~~or ~~affiliates~~any of atheir ~~fund~~respective ~~managed~~subsidiaries byor ~~Charlesbank~~affiliates. ~~Capital Partners~~The ~~(“Charlesbank”)~~representations, ~~pursuant~~warranties toand ~~which~~covenants contained in the ~~Company~~PSA, ~~has~~as ~~proposed~~amended, anwere ~~alternative~~made ~~plan~~only for purposes of ~~reorganization which~~that ~~would~~agreement ~~result~~and inas ~~the~~of ~~payment~~specific indates, ~~full~~were solely for the benefit of ~~all~~the ~~outstanding~~parties ~~amounts~~to the ~~owing~~PSA, as amended, may be subject to limitations agreed upon by the ~~Company’s~~contracting ~~senior~~parties, ~~secured~~including ~~lenders~~being ~~under~~qualified ~~its~~by ~~credit~~confidential ~~facility~~disclosures ~~and~~made ~~under~~for the ~~Company’s~~purposes ~~current~~of ~~debtor-in-possession~~allocating ~~financing.~~contractual Inrisk ~~connection~~between ~~with~~ the ~~new~~parties ~~plan~~to the PSA, ~~Charlesbank~~as ~~has~~amended, ~~agreed~~instead toof ~~provide~~establishing ~~$25 million~~these inmatters ~~debtor-in-possession~~as ~~financing~~facts, ~~pursuant~~and tomay abe ~~Junior~~subject ~~Secured~~to ~~Superpriority~~standards ~~Debtor-in-Possession Credit~~of ~~Agreement~~materiality ~~dated~~applicable asto ofthe ~~February 3,~~contracting ~~2010~~parties ~~(the~~that differ ~~“DIP~~from ~~Credit~~those ~~Agreement”)~~applicable to investors. ~~Interest~~Investors onare ~~borrowings~~ not third-party beneficiaries under the PSA, ~~DIP~~as ~~Credit~~amended, ~~Agreement is~~and ~~payable~~should ~~monthly~~not ~~and~~rely aton ~~maturity~~the atrepresentations, awarranties ~~rate~~and ~~per~~covenants ~~annum~~or ~~equal~~any descriptions tothereof ~~10%~~as ~~plus~~characterizations of the ~~greater~~actual state of ~~(i)~~facts or condition of the Company ~~one~~or ~~month~~any ~~LIBOR~~of ~~Rate~~its ~~(as~~subsidiaries ~~defined~~or inaffiliates. Moreover, information concerning the ~~DIP~~subject ~~Credit~~matter ~~Agreement)~~of the representations and ~~(ii)~~warranties ~~3.0%.~~may ~~Although~~change after the ~~Company~~date ~~has executed~~of the PSA, and ~~the~~any ~~new~~amendments thereto, ~~DIP~~which ~~Credit~~subsequent ~~Agreement,~~information ~~these~~may ~~agreements~~or ~~will~~may not ~~become~~be ~~effective~~fully ~~until the~~reflected ~~Bankruptcy~~in ~~Court~~the ~~has~~Company’s ~~approved these agreements~~public disclosures.

~~The~~H.I.G. ~~new~~holds ~~plan~~debt ~~with~~in ~~Charlesbank provides for~~ the ~~following:~~Company, ~~the~~including ~~payment~~senior indebt. ~~full~~There ofare ~~all~~no ~~amounts~~other ~~owing~~material relationships toamong the Company’s, ~~senior~~on ~~secured~~the ~~lenders~~one ~~under~~hand, ~~its~~and ~~credit~~Charlesbank, ~~facility;~~H.I.G. ~~the~~or ~~acquisition~~any ~~by Charlesbank~~ of ~~substantially~~their ~~all~~respective ~~the~~affiliates or ~~assets~~any of the ~~Company,~~parties ~~including~~to ~~100% of~~ the ~~equity~~PSA, ofas ~~TLC~~amended, ~~Vision (USA) Corporation and~~ the ~~Company’s six refractive centers~~ debtor-in-possession ~~Canada;~~credit ~~payments~~agreement ~~to employees~~ and ~~critical~~related ~~vendors~~agreements, inon the ~~ordinary~~other ~~course~~hand, ofexcept ~~business;~~in ~~and~~respect ~~distributions~~of tosuch ~~certain~~agreements ~~secured~~themselves and ~~unsecured creditors.~~as ~~There~~disclosed isin this noCurrent ~~assurance~~Report ofon ~~any~~Form ~~distribution~~8-K ofor ~~funds~~in to the ~~shareholders of the~~ Company ~~under~~’s ~~the~~Current ~~plan.~~Report ~~Completion~~on ofForm ~~the~~8-K ~~plan~~dated isFebruary 3, 2010, ~~subject~~which towas ~~customary~~filed ~~conditions,~~with ~~including approval by~~ the ~~U.S.~~Securities and ~~Canada~~Exchange ~~Bankruptcy~~Commission ~~Courts~~on ~~and~~February 10, ~~other regulatory approvals~~2010.

~~In connection with the PSA, the Charlesbank fund has provided a written commitment to fund up to~~-3- ~~$134.4 million to or for the benefit of the Company and its subsidiaries subject to the Chapter 11~~ ~~proceedings, in connection with the plan and the transactions contemplated thereby. The written~~ funding commitment is subject to the satisfaction of all conditions to the plan sponsor’s obligations set out in the PSA and certain other conditions. The PSA provides for a termination fee of $5.0 million and/or payment of Charlesbank’s expenses up to $2.0 million, payable by TLC Vision (USA) Corporation in certain circumstances.

In connection with entering into the PSA, the Company has exercised its right of termination pursuant to its existing plan support agreement with its senior secured lenders and received an order from the Bankruptcy Court for a temporary restraining order to prevent such lenders from exercising remedies that might interfere with the new plan prior to its approval by the Bankruptcy CourtItem 7.01 ~~Motions~~Other ~~have been filed for approval of the PSA and new debtor-in-possession financing~~Events.

~~The~~On ~~PSA has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company~~February 17, ~~Charlesbank or any of their respective subsidiaries or affiliates. The representations~~2010, ~~warranties and covenants contained in~~ the ~~PSA~~Company ~~were~~issued ~~made~~a ~~only~~press ~~for~~release ~~purposes~~announcing ~~of that agreement and as of specific dates, were solely for~~ the ~~benefit~~Bankruptcy ofCourt’s ~~the parties to the PSA, may be~~order ~~subject~~approving ~~to limitations agreed upon by~~ the ~~contracting~~amended ~~parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the~~ PSA. ~~instead~~A ofcopy ~~establishing these matters as facts, and may be subject to standards~~ of ~~materiality~~ ~~applicable to~~ the ~~contracting~~press ~~parties~~release ~~that~~is ~~differ~~attached ~~from~~hereto ~~those applicable to investors. Investors are not third-party beneficiaries under the PSA and should not rely on the representations, warranties and covenants or any descriptions thereof~~ as ~~characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates~~Exhibit 99. ~~Moreover,~~1 ~~information concerning the subject matter of the representations~~ and ~~warranties may~~ ~~change~~incorporated ~~after~~by ~~the~~reference ~~date of the PSA, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~therein.

~~There~~The ~~are~~information nounder ~~material~~this ~~relationships~~Item 7.01, ~~among~~including ~~the~~Exhibit 99.1 ~~Company~~attached hereto, is intended to be furnished and ~~Charlesbank~~shall ornot ~~any~~be deemed “filed” for purposes of ~~their~~Section 18 ~~respective affiliates~~of orthe ~~any~~Securities Exchange Act of 1934 (the ~~parties~~“Exchange Act”) or otherwise subject to the ~~PSA,~~liabilities ~~the~~of ~~DIP~~that ~~Credit~~section, ~~Agreement~~nor ~~and~~shall it ~~related~~be ~~agreements,~~deemed ~~other~~incorporated ~~than~~by reference in ~~respect~~any filing under the Securities Act of ~~such~~1933 ~~agreements~~or ~~themselves~~the ~~and~~Exchange Act, except as ~~disclosed~~expressly inset ~~this Current~~forth ~~Report~~by onspecific ~~Form~~reference ~~8-K~~in such filing.

Item 19.0201 ~~Termination~~Financial ofStatements aand ~~Material Definitive Agreement~~Exhibits.

See Item 1.01 above with respect to the termination of the plan support agreement and related agreements with the Company’s senior secured lenders. The termination date of such agreements will be the date on which Bankruptcy Court approval is obtained and the PSA becomes effective. See the Company’s Current Report on 8-K dated December 23, 2009 for a further description of these agreements. No material early termination penalties were incurred by the Company.

Exhibit 2.1	—	Amendment to the Plan Sponsor Agreement dated February 12, 2010 by and among TLC Vision Corporation and Thriller Acquisition Corp.

Exhibit 99.1	—	February 17, 2010 Press Release.

~~Item 2.03 Creation of a Direct Financial Obligation or Obligation under an Off~~-~~Balance Sheet Arrangement of a Registrant.~~4-

~~See Item 1.01 above.~~SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~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.

-3-


	TLC Vision Corporation
February 18, 2010	By:	/s/ James J. Hyland
		Name:	James J. Hyland
		Title:	VP Investor Relations

~~Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off~~-~~Balance Sheet~~5- ~~Arrangement.~~

Exhibit Index A default under the Company’s $15 million Senior Secured Super Priority Debtor-in-Possession Credit Agreement with its senior secured lenders (the “Senior DIP”) was formally triggered on February 5, 2010 by the failure of the Court to enter a final order within 45 days after the entry of the interim order. The Court’s failure to enter this order was due in part to the execution of the PSA and the Company’s submission of the plan with Charlesbank for approval. Under the Senior DIP documents, the lender’s right to full payment under the Senior DIP was fully accelerated 3 business days after this default; however, the Bankruptcy Court has temporarily enjoined the lenders from exercising these rights. Upon interim approval by the Bankruptcy Court of the DIP Credit Agreement, the Company expects to use the proceeds form the DIP Credit Agreement to repay in full the Senior DIP.

Item 7.01 Other Events.


Exhibit
No.		Description

2.1		Amendment to the Plan Sponsor Agreement dated February 12, 2010 by and among TLC Vision Corporation and Thriller Acquisition Corp.

99.1		February 17, 2010 Press Release.

On February 3, 2010, the Company issued a press release announcing the entering into of the PSA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference therein.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit 2.1	—	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.*
Exhibit 99.1	—	February 3, 2010 Press Release.

* Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC.

-4-

SIGNATURES

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.

	TLC Vision Corporation
February 9, 2010	By:	/s/ James J. Hyland
		Name:	James J. Hyland
		Title:	VP Investor Relations

-5-

Exhibit Index

Exhibit No.		Description
	2.1	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.*
	99.1	February 3, 2010 Press Release

* Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC.

Table of Contents

Table of Contents

Filing Compare · TLC VISION CORP