UNITED STATES
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

Date of Report: May 620, 2010 (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
(Registrant’s telephone number, including area code)

Not Applicable
(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 12.0301. ~~Bankruptcy~~Completion of Acquisition or ~~Receivership~~Disposition of Assets.

OnTLC Vision Corporation (the “Company”) previously disclosed that on May 6, 2010, the ~~United States~~ U.S. 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~~TLC Vision (USA) Corporation (“TLC USA”) and TLC Management Services, Inc. (“TLC MSI”) in its Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on May 11, 2010. The Plan was ~~sponsored~~subsequently recognized by ~~affiliates~~a ofCanadian ~~Charlesbank~~court ~~Capital~~order ~~Partners~~and became effective on May 20, ~~LLC~~2010. Information regarding ~~(“Charlesbank”)~~the ~~and~~Company’s ~~H.I.G.~~bankruptcy ~~Capital~~proceedings can be found in the Company’s Form 8-Ks filed with the SEC on December 24, ~~LLC~~2009, ~~(“H.I.G.”)~~February 10, 2010, February 19, 2010 and ~~publicly~~May 11, ~~supported~~2010, byand ~~the~~in ~~committee~~its ofQuarterly ~~creditors~~Report ~~appointed~~on byForm 10-Q filed with the ~~Court~~SEC on May 17, 2010.

~~The~~In ~~Plan~~accordance ~~provides~~with ~~for~~ the ~~payment~~Plan, inon ~~full~~May 20, in2010, ~~cash~~affiliates of ~~all~~Charlesbank ~~outstanding~~Capital ~~amounts~~Partners, ~~owing to the~~LLC ~~Company’s~~(“Charlesbank”) ~~senior~~and ~~secured lenders~~H.I.G. ~~The~~Capital, ~~Plan~~LLC ~~also~~(“H.I.G.”) ~~provides~~acquired upsubstantially toall ~~US$9.0 million~~the inassets ~~cash~~of ~~and a~~the ~~promissory~~Company, ~~note~~including 100% of upthe toequity ~~US$3.0 million~~of toTLC ~~satisfy~~USA ~~unsecured~~and ~~creditors of~~ the Company,’s ~~TLC~~six ~~USA~~refractive ~~and TLC~~centers ~~MSI~~in Canada. ~~Pursuant~~It tois ~~the~~expected ~~Plan,~~that ~~affiliates~~any ofremaining ~~Charlesbank~~assets ~~and~~of ~~H.I.G.~~the Company will ~~acquire~~be ~~substantially~~liquidated ~~all the~~in ~~assets~~a ofCanadian proceeding ~~the~~and ~~Company,~~that ~~including~~net ~~100%~~proceeds of ~~the~~such ~~equity~~liquidation, ofif ~~TLC~~any, ~~USA~~will ~~and~~be distributed to the Company’s ~~six refractive~~ ~~centers~~creditors in ~~Canada~~accordance with the Plan.

The Plan ~~will~~also ~~become~~provides ~~effective~~for ~~upon satisfaction of all outstanding closing conditions, including recognition of~~ the ~~Court’s~~payment ~~confirmation~~in ~~order~~full byin ~~the~~cash ~~Ontario Superior Court~~ of ~~Justice (the~~all ~~“Canadian~~outstanding ~~Court”)~~amounts ~~under~~owing ~~the~~to ~~Canadian Companies’ Creditors Arrangement Act (~~the ~~“CCAA”). The~~ Company ~~intends o seek the Canadian Court~~’s ~~recognition~~senior ofsecured ~~the~~lenders ~~Court’s~~and ~~confirmation~~up ~~order~~to ~~on or about May~~$9.5 ~~11,~~million ~~2010.~~in ~~The~~cash ~~Company expects that the Plan will be effective soon~~ and ~~will~~a ~~publicly announce~~promissory ~~when~~note ~~it has filed notice~~ of ~~the~~up ~~effective~~to ~~date with the Court~~$3. ~~After such date, it is~~0 ~~expected~~million ~~that~~to ~~any~~satisfy ~~remaining~~unsecured ~~assets~~creditors of the Company, ~~will~~TLC beUSA ~~liquidated under the CCAA in a Canadian proceeding~~ and ~~that~~TLC ~~net proceeds of such liquidation, if any, will be distributed to the Company’s creditors~~MSI.

~~The~~On ~~Company~~February 3, ~~previously~~2010, ~~disclosed~~the ~~information~~Company, ~~regarding~~TLC ~~its~~USA ~~bankruptcy~~and ~~proceedings,~~TLC ~~the~~MSI ~~Plan and~~entered into a plan sponsor agreement (the ~~among~~“PSA”) ~~the~~with ~~Company~~certain affiliates of a fund managed by Charlesbank, ~~TLC~~which ~~USA~~was amended on February 12, ~~TLC~~2010. ~~MSI~~On ~~and~~February 12, ~~certain~~2010, the Court approved the amended PSA backed by affiliates of Charlesbank inand ~~its~~H.I.G. ~~Form~~regarding ~~8-Ks~~a ~~filed~~new ~~with~~plan ~~the~~of ~~United~~reorganization ~~States~~which ~~Securities~~provides ~~and~~for ~~Exchange~~the ~~Commission~~payment ~~(the~~in ~~“SEC”)~~full onof ~~December 24,~~all ~~2009,~~outstanding ~~February 10,~~amounts ~~2010,~~owing ~~and~~to ~~February 19,~~the ~~2010~~Company’s senior secured lenders. ~~Information~~In ~~regarding~~connection ~~the~~with ~~bankruptcy~~the ~~proceedings~~amended ~~can~~PSA, ~~also~~the beCourt ~~found~~also ~~under~~approved ~~“Item~~$25 1.million ~~Business~~in –debtor-in-possession ~~Bankruptcy~~financing ~~Proceedings”~~provided inby Charlesbank and H.I.G. for repayment of the Company’s ~~Annual~~debtor-in-possession ~~Report~~financing. onThe ~~Form~~Company had ~~10-K~~previously ~~for~~entered ~~the~~into ~~year~~a ~~ended~~$15 million Senior Secured Super Priority Debtor in Possession Credit Agreement dated December 3123, 2009, ~~filed~~ with ~~the~~various ~~SEC~~lenders. onThe $25 million in debtor-in-possession ~~March~~financing was provided pursuant to a Junior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of February 313, 2010.

~~The~~As ~~Plan~~of May 20, 2010, the Company has repaid all amounts owed under its debtor-in-possession financing, as ~~confirmed~~well byas all outstanding amounts owed to the ~~Court~~Company’s issenior ~~attached~~secured ~~hereto~~lenders, aswhich include ~~Exhibit 99~~Charlesbank, H.1I.G. and their affiliates. Claims held by unsecured creditors, which include Charlesbank, H.I.G. and their affiliates, will be paid in accordance with the Plan.

AsThere ofare ~~May 6, 2010,~~ no ~~unusual~~other ~~instances~~material orrelationships ~~circumstances~~among ~~would affect~~ the ~~comparability of the~~ Company’s ~~assets~~ and ~~liabilities~~its ~~from~~affiliates, ~~the~~on ~~information reflected in~~ the ~~Company’s~~one hand, ~~Annual~~and ~~Report~~Charlesbank, ~~on Form~~H.I.G. ~~10-K~~or ~~for~~any ~~the~~of ~~year~~their ~~ended~~respective ~~December 31~~affiliates, ~~2009,~~on ~~filed with~~ the ~~SEC~~other ~~on March 31~~hand, ~~2010,~~except ~~other than~~as ~~normal~~disclosed ~~and expected variability~~ in ~~balance~~this ~~sheet~~Current ~~items~~Report inon ~~conjunction~~Form ~~with the cyclicality of the Company’s core business~~8-K.

AsItem 5.02. Departure of ~~the~~Directors ~~date~~or ~~hereof,~~Certain ~~there~~Officers; ~~were~~Election ~~50,565,219~~of ~~common~~Directors; ~~shares~~Appointment of ~~the~~Certain ~~Company~~Officers; ~~outstanding.~~Compensatory ~~There are~~Arrangements ~~no shares reserved for future issuance in respect~~ of ~~claims~~Certain ~~and interests filed and allowed under the Plan~~Officers.

~~Item~~(b) ~~8.01.~~In ~~Other~~accordance ~~Events~~with the Plan, the Company’s directors and officers have resigned, effective May 20, 2010.

~~On May~~Item 6,7.01. ~~2010, TLC Vision Corporation issued a press release regarding the Court’s confirmation of the Plan, which is attached hereto as Exhibit~~Regulation ~~99.2~~FD ~~and incorporated by reference herein~~Disclosure.

On May 20, 2010, the Company issued a press release regarding its financial restructuring, TLC USA’s emergence from Chapter 11 bankruptcy as a newly reorganized, private company, and TLC USA’s new board of directors. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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.

(a) Financial statements:

None

(b) Pro forma financial information:

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 Vision’s Plan of Reorganization Successfully Confirmed by the Bankruptcy Court”)

99.1

Press Release of TLC Vision Corporation dated May 20, 2010

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
Dated: May 20, 2010	TLC VISION CORPORATION
	By:	/s/ James J. Hyland
		James J. Hyland
		VP Investor Relations

Exhibit Index

Exhibit No.		Description
99.1		~~Order~~Press ~~Confirming~~Release ~~the~~of ~~Fifth~~TLC ~~Amended~~Vision ~~Joint~~Corporation ~~Chapter~~dated 11May ~~Plan~~20, ~~of Reorganization~~2010
99.2		Press Release of TLC Vision Corporation dated May 6, 2010 (“TLC Vision’s Plan of Reorganization Successfully Confirmed by the Bankruptcy Court”)

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