-----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, SPpnY0zowlMxcBMKIjPpN6+TfGplJalzgsDxTb/fa8JuFTwWiqxjP1K167hdhUbK jNAw/yjlBFHQ3soEbxoe7Q== 0001017062-98-000018.txt : 19980106 0001017062-98-000018.hdr.sgml : 19980106 ACCESSION NUMBER: 0001017062-98-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980105 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43000 FILM NUMBER: 98500992 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: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330476284 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) 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 30, 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). (Page 1 of 5 Pages) (Continued on following pages) CUSIP No. 683737 13D Page 2 of 5 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 1,151,398 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 1,151,398 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,398 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 5 Pages 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5%, BASED ON 3,905,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF OCTOBER 31, 1997. 14. TYPE OF PERSON REPORTING CO OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 29, 1997 (the "Schedule 13D") with respect to the purchase of shares of common stock, no par value per share (the "Shares"), of OPHTHALMIC IMAGING SYSTEMS, INC., a California corporation. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Schedule 13D. Item 3. Sources and Amount of Funds or Other Consideration. The response set forth in Item 3 of the Schedule 13D is hereby amended by replacing "$1,527,067" in the first sentence with "$1,648,297". Item 5. Interest in Securities of the Issuer. The response set forth in Item 5(a) of the Schedule 13D is hereby amended by replacing "1,095,500" and "28.0%" in the first sentence with "1,151,398" and "29.5%", respectively. The response set forth in Item 5(b) of the Schedule 13D is hereby amended by replacing "1,095,500" in the first sentence with "1,151,398". The response set forth in Item 5(c) of the Schedule 13D is hereby amended to add the following transactions, all of which involved open market purchases:
Date of Number of Aggregate Transaction Shares Purchased Price Per Share Purchase Price - ----------- ---------------- --------------- -------------- 12/29/97 10,000 1.6563 $16,562.50 12/29/97 15,200 1.625 24,700.00 12/30/97 3,000 1.6563 4,968.90 12/30/97 8,865 1.6875 14,959.69 12/30/97 15,500 1.75 27,125.00 12/31/97 3,333 1.75 5,832.75
Other than the transactions described above, as of the date this filing was executed, no transactions in the Shares have been effected since the filing of the Schedule 13D. -1- 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: January 3, 1998 PREMIER LASER SYSTEMS, INC. By: /s/ Michael L. Hiebert ------------------------------ Name: Michael L. Hiebert Title: Chief Financial Officer -2- -----END PRIVACY-ENHANCED MESSAGE-----