-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhZxn6M2jHHdwMqiETipCXAHoFJu7EfBZBXrhBM68xwCKnThpsXWDvoD2M17uZyk o5tJrUbR7OYvsLA7Zf9PBA== 0001017062-98-000017.txt : 19980108 0001017062-98-000017.hdr.sgml : 19980108 ACCESSION NUMBER: 0001017062-98-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971229 DATE AS OF CHANGE: 19980107 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: 3841 IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43000 FILM NUMBER: 98500923 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER LASER SYSTEMS INC CENTRAL INDEX KEY: 0000878543 STANDARD INDUSTRIAL CLASSIFICATION: 3845 IRS NUMBER: 330476284 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 7148590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92677 SC 13D 1 SCHEDULE 13D / DATED DECEMBER 15, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 OPHTHALMIC IMAGING SYSTEMS, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 683737 (CUSIP Number) Premier Laser Systems, Inc. Attn: Colette Cozean 3 Morgan Avenue Irvine, CA 92718 with a copy to: Peter J. Tennyson, Esq. William J. Simpson, Esq. Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, 17/th/ Floor Costa Mesa, California 92626 (714) 668-6200 (Name, address and telephone number of person authorized to receive notices and communications) December 15, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - - ------------------------------ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 11 Pages) CUSIP No. 683737 13D Page 2 of 11 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON PREMIER LASER SYSTEMS, INC. 33-0472684 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[_] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 1,095,500 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 1,095,500 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,095,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] N/A *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 683737 13D Page 3 of 11 Pages 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.0%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON OCTOBER 31, 1997. 14. TYPE OF PERSON REPORTING CO OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D Item 1. The class of equity securities to which this statement relates is the common stock, no par value per share (the "Shares"), of OPHTHALMIC IMAGING SYSTEMS, INC. (the "Issuer"). Item 2. Identity and Background. The name of the person filing this statement is Premier Laser Systems, Inc., a California corporation ("Premier"). The address of the principal business and the principal office of Premier is 3 Morgan, Irvine, California 92718. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Premier is set forth on Schedule A. Premier develops, manufactures and markets several lines of proprietary medical lasers, fiberoptic delivery systems and associated products for a variety of dental, ophthalmic and surgical applications. During the last five years, neither Premier, nor any other person controlling Premier, nor to the best of its knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds required by Premier to purchase the Shares directly owned by it referred to in Item 5 hereof and to pay related costs was approximately $1,527,067. All of such amount was obtained from Premier's working capital. Item 4. Purpose of Transaction. Premier has acquired the Shares reported herein for investment purposes based on Premier's belief that the Shares represent an attractive investment opportunity at this time. Premier may make additional purchases of Shares or may dispose of all or a portion of the Shares that are presently owned or hereafter acquired, either in the open market or in private transactions, depending on Premier's evaluation of the Issuer's business, prospects and financial condition, the market for the Shares, other opportunities available to Premier, prospects for Premier's own business, general economic conditions, money and stock market conditions and other future developments and factors that Premier may deem material to its investment decision. Premier intends to study its investment in the Shares of the Issuer and decide whether it wishes to request a seat on Issuer's board of directors or take any other actions. To assist Premier in this process, Premier -1- has retained the investment banking firm of Josephthal & Co. Inc. (a copy of Premier's engagement letter with Josephthal & Co. Inc. is attached as an exhibit hereto). Premier has not made a decision to propose any actions and has not established any deadline for doing so. Except as set forth in this Item 4, neither Premier, nor to the best knowledge of Premier, any of its executive officers or directors, presently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Premier has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 1,095,500 Shares, representing approximately 28.0% of the outstanding Shares of the Company as of October 31, 1997. Except as set forth in this Item 5(a), neither Premier, nor any other person controlling Premier, nor, to the best of its knowledge, any persons named on Schedule A hereto owns, beneficially any Shares. (b) Premier has the sole power to vote and to dispose of 1,095,500 Shares. (c) Information concerning acquisitions of Shares since October 24, 1997 is set forth on Schedule B. (d) To the best knowledge of Premier, no other person has the right to receive or the power to direct the receipt of any dividends from the Shares beneficially owned by Premier. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as set forth above, to the best knowledge of Premier, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be filed as Exhibits. Exhibit 99 Retainer letter for Josephthal & Co. Inc., referred to in Item 4. -2- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 29, 1997 PREMIER LASER SYSTEMS, INC. By: /s/ Michael L. Hiebert ---------------------------------- Name: Michael L. Hiebert Title: Chief Financial Officer -3- SCHEDULE A Unless otherwise indicated, the principal business address of each director or executive officer is Premier Laser Systems, Inc., 3 Morgan, Irvine, California 92618. Each such person is a citizen of the United States. Executive Officers and Director Colette Cozean, Ph.D. is a founder of the Company and has been Chairman of the Board of Directors, President and Director of Research of the Company since it began operations in August 1991 and became the Chief Executive Officer in 1994. From April 1987 to August 1991, Dr. Cozean served as Director of Research and Development, Regulatory Affairs and Clinical Programs at Pfizer Laser and in such capacities managed the development of the laser technologies which were acquired by the Company from Pfizer Laser. Prior to April 1987, Dr. Cozean held various research positions at Baxter Edwards, a division of Baxter Healthcare Corporation ("Baxter"), and American Technology and Ventures, a division of American Hospital Supply Company ("American Hospital"). Baxter and American Hospital are manufacturers and suppliers of advanced medical products. Dr. Cozean holds a Ph.D. in biomedical engineering and an M.S. in Electrical Engineering from Ohio State University, a B.S. in biomedical engineering from the University of Southern California, and a B.A. in physical sciences from Westmont College. Tom Hazen has been the Company's Executive Vice President - Operations since October 1997. From 1992 to 1997, Mr. Hazen was Vice President of Operations at Imagyn Medical, Inc., a health-care technology company and, from 1991 to 1992, was Vice President of Operations for MICA Technology Services, an MRI/CT scan services company. Mr. Hazen holds a B.S. in Mechanical Engineering from the University of Arizona and an M.B.A. from the Univesity of California at Los Angeles. T. Daniel Caruso, Jr. has been Vice President, Sales and Marketing of the Company since July 1992 and became a Senior Vice President in May 1996. From July 1989 to April 1992, Mr. Caruso was Vice President, Sales and Marketing at Hycor Biomedical, a laboratory diagnostics company. From March 1988 to July 1989, Mr. Caruso was President and Chief Executive Officer of Physicians Home Infusion Care, a home health care company. Mr. Caruso has a B.S. in Biology and Chemistry and an M.B.A. in marketing from the University of Southern California. Ronald E. Higgins is a founder, Vice President, Regulatory Affairs and Quality Assurance and Secretary of the Company, a position he held since January 1995. From the founding of the Company in August 1991 to January 1995, Mr. Higgins was Vice President, Operations. From September 1989 to August 1991, Mr. Higgins was Manager of Regulatory Affairs and Quality Assurance at Pfizer Laser. From January 1987 to September 1989, Mr. Higgins was Director of Regulatory Affairs at Cardio Pulmonics, a medical device company. Mr. Higgins holds a B.S. in Zoology from the University of Utah and has completed post graduate work in the areas of biochemistry, educational training, regulatory affairs, manufacturing and engineering. Michael L. Hiebert has been the Company's Vice President, Finance and Chief Finance Officer since November 5, 1996. Prior to joining the Company, Mr. Hiebert was the controller and director of management information systems and business analysis of Urethane Technologies, Inc., a plastics manufacturer, which position he held from 1994 to 1996. From 1992 to 1994, Mr. Hiebert was Vice -4- President, Finance and Administration of Active Organics, Inc., a cosmetics manufacturer, and from 1987 to 1992 he was an accounting manager with the general engineering firm of C.A. Rasmussen, Inc. Mr. Hiebert has a B.S. in Business Adminstration with an emphasis in finance, and an M.B.A. from California State University at Northridge. Patrick J. Day has served as a director of the Company since August 1991. Mr. Day is a Certified Public Accountant and owns a CPA firm which he established in 1967. He has served as a director for several organizations including the First Presbyterian Church of Hollywood and many private companies. Mr. Day is the father of Dr. Cozean, the Company's Chairman of the Board, Chief Executive officer and President. Mr. Day has a B.A. in accounting from the University of Idaho. Grace Ching-Hsin Lin has served as a director of the Company since February 1992. Ms. Lin has been an agent providing real estate consulting services for Security Trust Realty since April 1988 and an owner of South Pacific Investment, an investment management company, since 1989. G. Lynn Powell, D.D.S. Dr. Powell joined the Board of Directors in January 1997. Dr. Powell has been on the faculty at the University of Utah since 1982, where he currently serves as the Assistant Dean for Dental Education in the School of Medicine and Professor in the Department of Pathology. He is a patent holder who has performed extensive research in the field of dentistry serving as primary investigator on several funded grants and is author or co-author of over 45 papers in journals, a majority of which relate to the use of lasers in dentistry. He serves as a reviewer for three dental and laser journals, has lectured nationally as well as internationally and routinely presents his work at research meetings. Dr. Powell is the current President of the International Society for Lasers in Dentistry. Dr. Powell received his D.D.S. from the University of Washington and was on the full time faculty in Restorative Dentistry at that institution for ten (10) years. E. Donald Shapiro joined the Board of Directors in August 1994. Since 1983, Mr. Shapiro has served as the Joseph Solomon Distinguished Professor of Law at New York Law School where he served as both Dean and Professor of Law from 1973 to 1983. He is Supernumerary Fellow of St. Cross College at Oxford University, England. Mr. Shapiro received a J.D. degree at Harvard Law School. He currently serves on the Boards of Directors for several public companies including Loral Space and Communications, Ltd., Eyecare Products PLC, Kranzco Realty Trust, Group Health Incorporated, Vasomedical Corporation, United Industrial, Telepad, Inc. and Food Entertainment, Inc. He also serves on the Board of Directors of Bank Leumi. -5- SCHEDULE B As follows are the date, number of shares purchased, price per share and the aggregate purchase price of transactions by Premier in shares of the Issuer since October 24, 1997: All of the purchases of Shares set forth below were made in the open market.
Date of Number of Aggregate Transaction Shares Purchased Price Per Share Purchase Price - - ----------- ---------------- --------------- -------------- 10/29/97 23,700 $ 1.00 $ 23,700.00 11/03/97 7,500 1.00 7,500.00 11/03/97 3,500 0.968 3,388.00 11/04/97 1,000 0.937 937.00 11/11/97 36,600 1.00 36,600.00 11/12/97 16,400 1.00 16,400.00 12/12/97 7,410 0.625 4,631.25 12/15/97 7,590 0.687 5,214.33 12/16/97 25,600 0.937 23,987.20 12/16/97 4,800 0.812 3,897.60 12/17/97 900 1.00 900.00 12/19/97 1,500 1.062 1,593.00 12/19/97 6,000 1.125 6,750.00 12/19/97 10,000 1.156 11,560.00 12/19/97 7,200 1.218 8,769.60 12/19/97 500 1.187 593.50 12/19/97 10,600 1.250 13,250.00 12/22/97 5,000 1.156 5,780.00 12/22/97 800 1.187 949.60 12/22/97 16,500 1.25 20,625.00 12/23/97 9,000 1.25 11,250.00 12/23/97 7,000 1.281 8,968.75 12/23/97 13,000 1.312 17,062.50 12/23/97 12,000 1.34375 16,125.00 12/23/97 5,000 1.375 6,875.00 12/23/97 1,500 1.46875 2,203.125 12/23/97 9,000 1.50 13,500.00 12/23/97 500,000 1.50 750,000.00 12/24/97 30,000 1.50 45,000.00 12/24/97 20,000 1.484375 29,687.50 12/24/97 5,000 1.46875 7,343.75 12/26/97 175,000 1.6875 295,312.50 12/26/97 5,500 1.59375 8,765.63 12/26/97 4,000 1.50 6,000.00
-6- EX-99 2 RETAINER LETTER FOR JOSEPHTHAL & CO. INC. EXHIBIT 99 [December 17, 1997] Dr. Colette Cozean Premier Laser Systems, Inc. 3 Morgan Irvine, California 92718 Re: Interest in Ophthalmic Imaging Systems, Inc. ("OISI") Dear Colette: This letter agreement is to confirm our telephonic agreement and to supplement our Investment Banking Agreement and Indemnification Agreement, each dated July 31, 1997, whereby Josephthal & Co., Inc. ("Josephthal") shall assist Premier Laser Systems, Inc. (the "Company") in connection with its potential interest in OISI (the "Letter Agreement"). The Company shall pay Josephthal an initial retainer of $50,000 upon execution of this Letter Agreement. In the event that the Company determines to and does (i) commence a tender or exchange offer for outstanding shares of OISI; or (ii) make a formal proposal to acquire control of OISI; or (iii) commence a proxy contest, consent solicitation or other similar transaction relating to OISI, then the Company shall pay Josephthal an additional seventy five thousand dollars ($75,000) upon the first to occur of an action listed in (i), (ii) or (iii) above ("Action Fee"). In the event that the Company determines to and does obtain majority representation on the Board of Directors of OISI or in the event that the Company determines to and does achieve ownership of more than 50% of the outstanding shares of the Common Stock of OISI, the Company shall pay Josephthal a fee of two hundred thousand dollars ($200,000) ("Investment Fee") within ten (10) business days after the consummation of such event. Notwithstanding the foregoing, if at any time during the term of our engagement hereunder, the Company sells all or substantially all of its position in OISI, the Company shall to Josephthal pay within ten (10) business days after the completion of such sale a fee ("Sale Fee") equal to the lesser of (x) 50% of the excess of the sales price of the shares it sells over the Company's purchase price of such shares or (y) one hundred thousand dollars ($100,000); provided, however, that in no event shall the Sale Fee be less than $25,000. Josephthal shall not be entitled to both the Investment Fee and the Sale Fee. If the events giving rise to such fees occur more than 12 months following either party's termination of this Letter Agreement, Josephthal shall not be entitled to either the Investment Fee or Sale Fee. Either party shall be entitled to cancel Josephthal's engagement under this Letter Agreement by giving written notice of cancellation to the other party, however, in the event that the Company achieves any of the actions mentioned above that would entitle Josephthal to an Action Fee and either a Success Fee or a Sale Fee, within 12 months of such cancellation, then Josephthal shall still be entitled to such Action Fee, and either a Success Fee or Sale Fee. This Letter Agreement shall supplement each of the Investment Banking Agreement and the Indemnification Agreement, each of which shall remain in full force and effect. The fee structure set forth above applies only to the Company's actions in connection with OISI. All other transactions remain subject to the fee structure contained in Sections 2-6 of the Investment Banking Agreement. By executing -7- this Agreement, the Company acknowledges and agrees that this Letter Agreement shall be incorporated into and made a part of each of the Investment Banking Agreement and the Indemnification Agreement, copies of which are attached hereto as Exhibit A. Please acknowledge our mutual agreement by signing this Letter Agreement in duplicate, returning one original to us and retaining the other for your records. Sincerely, JOSEPHTHAL & CO. INC. By: /s/ Scott Weisman ----------------------------------------- Scott Weisman, Managing Director Acknowledged and agreed: PREMIER LASER SYSTEMS, INC. By: /s/ Dr. Colette Cozean ------------------------------------------- Dr. Colette Cozean, President -8- -----END PRIVACY-ENHANCED MESSAGE-----