-----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, B+7pyIAECLM/OF343EeORaThhdOtJ9dGqpS2AOKzNVU8f6iSDFBpTd5W0dXdjBto VqXj7QZ4BxUnpjhLMfmuig== 0001017062-98-000091.txt : 19980121 0001017062-98-000091.hdr.sgml : 19980121 ACCESSION NUMBER: 0001017062-98-000091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980120 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: 98509523 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 #2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) 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, 17th Floor Costa Mesa, California 92626 (714) 668-6200 (Name, address and telephone number of person authorized to receive notices and communications) January 16, 1998 (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 3 Pages) (Continued on following pages) CUSIP No. 683737 13D Page 2 of 3 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 CUSIP No. 683737 13D Page 3 of 3 Pages 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] N/A 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 *SEE INSTRUCTIONS BEFORE FILLING OUT OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on December 29, 1997 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the Commission on January 5, 1998 (as amended, the "Schedule 13D"), with respect to the purchase by Premier Laser Systems, Inc. ("Premier") of shares of common stock, no par value per share (the "Shares") of OPHTHALMIC IMAGING SYSTEMS, INC., a California corporation ("OISI"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Schedule 13D. Item 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On January 16, 1998, Premier extended a proposal to the Board of Directors of OISI to acquire the Shares Premier does not already own for $1.75 per share in cash in a friendly transaction, provided OISI modifies its recently adopted shareholder rights plan to permit the transaction to proceed. A copy of the proposal is attached as an exhibit hereto and is hereby incorporated by reference. If the proposal is not accepted, Premier will reconsider its options, including selling its Shares and pursuing other opportunities, continuing to hold its Shares as an investment, engaging in a proxy solicitation or pursuing other means to acquire OISI. Item 7. Material to be Filed as Exhibits. The response set forth in Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit No. Exhibit ----------- ------- Exhibit 99.1 Retainer letter for Josephthal & Co., Inc. (previously filed with the Commission as Exhibit 99 to the Original Schedule 13D). Exhibit 99.2 Letter from Premier to OISI dated January 16, 1998. Exhibit 99.3 Press release dated January 16, 1998, issued by Premier regarding Premier's proposal to acquire OISI. -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 20, 1998 PREMIER LASER SYSTEMS, INC. By: /s/ Michael L. Hiebert ---------------------------------- Name: Michael L. Hiebert Title: Chief Financial Officer -2- EX-99.2 2 LETTER FROM PREMIER TO OISI DATED JANUARY 16, 1998 Exhibit 99.2 [Letterhead of Premier] January 16, 1998 Mr. Steven R. Verdooner Chief Executive Officer Opthalmic Imaging Systems, Inc. 221 Lathrop Way, Suite I Sacramento, California 95815 Dear Mr. Verdooner: I am pleased to present this proposal for the acquisition by Premier Laser Systems of OISI. Pursuant to the transaction, OISI shareholders would receive $1.75 per share in cash. Assuming your Board of Directors is receptive to the proposal, we would meet to negotiate definitive documentation as soon as possible. We expect this documentation to contain a "no shop" provision, but to provide that OISI would be entitled to accept an unsolicited higher offer. In the event it elected to do so, however, OISI would pay Premier a break-up fee equal to 10% of the value of the other transaction. Of course, we also assume that OISI will modify its Shareholders Rights Plan as necessary to permit this transaction to go forward. Our proposal of $1.75 represents a substantial premium over OISI's bid price of $1.34 on January 15, and even a larger premium over the approximately $.62 price at which OISI was trading prior to Premier's involvement. We hope that you and your Board will agree that this is a highly attractive proposal for OISI and its shareholders. We request that OISI respond in writing to this proposal no later than 5:00 p.m. on Thursday, January 22. If we do not receive a positive response by such date, this proposal will be withdrawn and we will consider our other alternatives. -3- I look forward to hearing from you concerning this exciting opportunity for both of our companies. Very truly yours, /s/ Colette Cozean -------------------------- Colette Cozean, PhD. Chief Executive Officer, President and Chairman of the Board -4- EX-99.3 3 PRESS RELEASE DATED JANUARY 16, 1998 EXHIBIT 99.3 [TEXT OF PRESS RELEASE] PREMIER LASER SYSTEMS SUBMITS ALL CASH PROPOSAL TO ACQUIRE OPHTHALMIC IMAGING SYSTEMS INC. IRVINE, CA (January 16, 1998) Premier Laser Systems (Nasdaq NM:PLSIA) today announced that it submitted a proposal to the Board of Directors of Sacramento- based Ophthalmic Imaging Systems Inc. (Nasdaq: OISI) to acquire for $1.75 per share in cash in a friendly transaction the approximately 2.7 million shares of OISI common stock not currently owned by Premier Laser. Under the terms of the proposal, OISI must modify its recently adopted shareholder rights plan to permit the transaction to proceed. The all cash proposal, which is at a 30 percent premium to the current bid price of $1.34 for OISI shares, will be withdrawn if it is not accepted by 5:00 pm PST on Thursday, January 22. Premier Laser has purchased in open-market transactions over the last several months approximately 29% of the outstanding shares of OISI. Premier Laser is filing an amendment to the Form 13D previously filed with the Securities and Exchange Commission. According to the announcement by Premier Laser Systems Chairman, President and CEO Colette Cozean, Ph.D., the addition of the OISI product line "will be a nice fit with the full range of our ophthalmic products and be beneficial to both companies." Premier Laser Systems develops, manufactures and markets several lines of proprietary medical lasers, fiber optic delivery systems, corneal topography systems and associated products and services for a variety of dental, ophthalmic and surgical applications. -----END PRIVACY-ENHANCED MESSAGE-----