-----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, Gfb6QYvF4Vlpba7yRTulzKq0FMZrKX1o2pYP8Zp2X1GSYvQNJHLJAoB/dGQgC7XI k7bZy1KCB+AWJ/U0yCFscA== 0001017062-98-001899.txt : 19980821 0001017062-98-001899.hdr.sgml : 19980821 ACCESSION NUMBER: 0001017062-98-001899 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980820 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: 98695153 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 AMEND #6 RE OPHTHALMIC IMAGING SYSTEMS INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) OPHTHALMIC IMAGING SYSTEMS (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) August 13, 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 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 2,131,758 OWNED BY EACH 8. SHARED VOTING POWER REPORTING PERSON 0 WITH 9. SOLE DISPOSITIVE POWER 2,131,758 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,131,758 CUSIP No. 683737 13D Page 3 of 5 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) 51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF July 14, 1998. 14. TYPE OF PERSON REPORTING CO *SEE INSTRUCTIONS BEFORE FILLING OUT Page 4 of 5 pages OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 6 (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 previously amended by Amendment No. 1 to the Original Schedule 13D filed with the Commission on January 5, 1998, by Amendment No. 2 to the Original Schedule 13D filed with the Commission on January 20, 1998, by Amendment No. 3 filed with the Commission on February 12, 1998, by Amendment No. 4 filed with the Commission on March 3, 1998 and by Amendment No. 5 filed with the Commission on August 14, 1998, 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, a California corporation ("OISI") (as amended, the "Schedule 13D"). 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 August 13, 1998, Premier extended a restructuring proposal (the "Proposal") to the Board of Directors of OISI to replace the terms of the current Acquisition Agreement between the parties. Under the Proposal, Premier offered to (i) lend OISI an additional $500,000 as certain business milestones are achieved by OISI, (ii) negotiate a joint operating plan leading to the integration of certain OISI and Premier operations and (iii) grant OISI the right to negotiate a sale of OISI, provided Premier receives a certain minimum amount in the transaction. In return, Premier requested (i) a pre-emptive right allowing Premier to maintain a 51% ownership interest in OISI, (ii) that, on a going forward basis, OISI only issue shares of OISI common stock for cash consideration, and (iii) the right to acquire OISI in a transaction involving cash and/or stock at a price of $2.10 per share, which right may be exercised on or before August 21, 1999, subject to the exercise by the OISI Board of their fiduciary duty. As an alternative to the Proposal and as a replacement to the current Acquisition Agreement, Premier offered to reduce by $500,000 the debt owed to Premier by OISI if OISI agreed to promptly repay the remaining outstanding debt owed to Premier by OISI. A copy of the Proposal and cover memorandum is attached as an exhibit hereto and is hereby incorporated by reference. The Proposal was not acceptable to the OISI Board of Directors, and negotiations between the parties are continuing. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. This item as previously filed is amended and supplemented by incorporating herein the additions to Item 4 made by this Amendment No. 6. Item 7. Material to be Filed as Exhibits. The response set forth in Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.13 Proposal and cover memorandum to Board of Directors of OISI dated August 13, 1998. Page 5 of 5 Pages 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: August 20, 1998 PREMIER LASER SYSTEMS, INC. By: /s/CHARLES J. OLSON ------------------------------ Name: Charles J. Olson Title: Chief Financial Officer EX-99.13 2 PROPOSAL & COVER MEMORANDUM Exhibit 99.13 M e m o r a n d u m August 13, 1998 TO: Board of Directors Ophthalmic Imaging Systems FROM: Colette Cozean President, Chief Executive Officer and Chairman, Premier Laser Systems, Inc. COPIES TO: William J. Simpson, Esq. SUBJECT: Premier/OIS Transaction Due to the unavailability of our financial statements, we will be unable to proceed with our previously proposed acquisition of the remaining 49% interest in Ophthalmic Imaging Systems by the August 21, 1998 termination date of our acquisition agreement dated February 25, 1998. I have been authorized by our Board of Directors, however, to make the attached restructuring proposal that would replace the terms of our current acquisition agreement. Although we prefer to proceed on the basis of the attached proposal, we are willing to proceed as outlined below instead if that is your preference: 1. Premier will reduce by $500,000 the debt owed to Premier by OIS; 2. OIS will promptly repay the remaining outstanding debt OIS owes to Premier; and 3. The existing Premier/OIS acquisition agreement will be terminated, including any obligation of either party to pay any penalties. This memorandum and the attached proposal are not legally binding on either party. Any legally binding obligation of the parties would occur only upon the signing of definitive agreements by the parties. RESTRUCTURING PROPOSAL Premier Laser Systems, Inc. August 13, 1998 A. Immediate Steps: --------------- 1. Premier will lend an aggregate of an additional $500,000 to OIS under secured promissory notes at an interest rate of 8.5% according to the following schedule as the described milestones are achieved by OIS: a. $100,000 when OIS transfers its manufacturing and warehouse facilities to Premier; b. $100,000 when OIS transfers day to day accounting, including payroll, accounts receivable and accounts payable, to Premier (Note: Steve Lagorio's position with OIS shall remain the same); c. $100,000 when OIS reduces its facility size to one suite; d. $100,000 when OIS transfers its sales, administrative, technology and field service, research and development and regulatory departments to Premier; and e. $100,000 forty-five days after OIS has achieved all of the above four milestones. The secured notes for the aggregate amount of $500,000 will each be due on the sooner to occur of (i) August 21, 1999 or (ii) the sale of OIS to a third party. 2. The existing note payable between Premier and OIS for $500,000 will be extended to cover the actual amount outstanding under the loan pursuant to mutually agreeable documentation. 3. The existing Premier/OIS stock acquisition agreement will be terminated, including any obligation of either party to pay any penalties. 4. OIS will give Premier the right to acquire OIS in a transaction involving cash and/or stock at a price of $2.10 per share, which right may be exercised by Premier on or before August 21, 1999. This purchase will be recommended/approved by the OIS Board, subject to the exercise by the Board members of their fiduciary duty. 5. On a going forward basis, OIS will only issue shares of OIS stock for cash consideration. 6. In order to allow Premier to maintain a 51% ownership interest in OIS, OIS will give Premier the right to purchase additional shares of OIS Common Stock from OIS at the lesser of (i) $1.65 per share or (ii) the price per share paid under paragraph 4 above. Premier will pay for these shares by cancelling an appropriate portion of the debt owned by OIS to Premier under any notes payable (and the Premier credit availability will be reduced accordingly). This purchase right shall expire upon a sale of OIS to a third party. 7. OIS will have the right to negotiate a sale of OIS, provided that the cash consideration to be received by Premier in such a sale would cover all debts owed by OIS to Premier, the purchase price paid by Premier to acquire OIS shares and all expenses incurred by Premier in acquiring shares of OIS (including, but not limited to, attorney, investment banking and accounting fees). If, however, the per share sale price to a third party would produce a higher total return to Premier, Premier would be entitled to receive such higher amount. B. Future Step: ----------- A joint operating plan will be prepared that will outline the full integration of OIS and Premier. The joint operating plan will contain an unwind provision outlining what will happen with sales, marketing and manufacturing personnel and functions should OIS be sold to a third party. This proposal is not legally binding on either party. Any legally binding obligation of the parties would occur only upon the signing of definitive agreements by the parties. In addition, the consummation of the transactions contemplated by this proposal is contingent upon the approval by Premier of OIS' final financial/restructuring plan. -----END PRIVACY-ENHANCED MESSAGE-----