-----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, PrT78tdeZukrwW30Dbg7KaiJY/oSCiIyD/NPpJDfTPg/S/joLoFooGHu77ali94a 0pvFjE0zWfSCamXPUT+r1g== 0001017062-99-000172.txt : 19990212 0001017062-99-000172.hdr.sgml : 19990212 ACCESSION NUMBER: 0001017062-99-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990211 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: 99529159 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 MAIL ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 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 #10 RE: OPHTHALMIC IMAGING SYSTEMS INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) 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: 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) February 5, 1999 (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 5 Pages) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 683737 PAGE 2 OF 5 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PREMIER LASER SYSTEMS, INC. 33-0472684 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,131,758 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,131,758 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,131,758 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF JULY 14, 1998 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 10 (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, by Amendment No. 5 filed with the Commission on August 14, 1998, by Amendment No. 6 filed with the Commission on August 20, 1998, by Amendment No. 7 filed with the Commission on August 21, 1998, by Amendment No. 8 filed with the Commission on November 25, 1998, and by Amendment No. 9 filed with the Commission on January 5, 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 January 18, 1999, OISI held a shareholders' meeting to elect a new board of directors. At such meeting, Mr. Verdooner, OISI's chief executive officer, and four other nominees were elected to OISI's board. Such four other nominees, R. Joseph Allen, Daniel S. Durrie, Randall C. Fowler, and Walt Williams, had been proposed for election by Premier. Pursuant to a purchase agreement with Mark A. Blumenkranz and Recia Blumenkranz, dated February 26, 1998 (the "Purchase Agreement"), Premier acquired 421,052 shares of OISI common stock. The Purchase Agreement contemplated that Premier's acquisition of such shares would be rescinded if Premier failed to complete its previously contemplated tender offer to acquire the remaining outstanding shares of OISI. As previously announced by Premier, Premier was unable to complete its contemplated tender offer. Pursuant to an Amendment and Support Agreement, dated February 5, 1999 (the "Amendment"), a copy of which is attached hereto as Exhibit 99.15 and is hereby incorporated by reference, Blumenkranz and Premier have amended the Purchase Agreement. The Amendment eliminates the rescission provisions contained in the Purchase Agreement. In addition, under the terms of the Amendment, Blumenkranz has agreed to pay Premier the sum of $210,526 and to serve on OISI's Technical Advisory Board for a period of three years. No other shares of OISI common stock which Premier purchased will result in cash settlement or rescission. Premier has no current plans to acquire additional securities of OISI. It is possible, however, that Premier could acquire additional shares of OISI in the future. Premier and OISI have orally agreed that OISI's manufacturing operations will be transferred to Premier. The process of transferring manufacturing will begin promptly and should be completed by the end of April, 1999. Premier will charge OISI for the products Premier manufactures at a price equal to the cost of goods sold for such products, as determined by generally accepted accounting principles. CUSIP No. 683737 13D Page 3 of 5 Pages 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. 10. 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 99.15 Amendment and Support Agreement, dated February 5, 1999, between Mark A. Blumenkranz, Recia Blumenkranz and Premier. CUSIP No. 683737 13D Page 4 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: February 10, 1999 PREMIER LASER SYSTEMS, INC. By: /s/ Robert V. Mahoney --------------------------------- Name: Robert V. Mahoney Title: Executive Vice President of Finance and Chief Financial Officer CUSIP No. 683737 13D Page 5 of 5 Pages EX-99.15 2 AGREEMENT & SUPPORT AGREEMENT EXHIBIT 99.15 AMENDMENT AND SUPPORT AGREEMENT ------------------------------- This Amendment and Support Agreement is entered into this 5/th/ day of February, 1999, by and between Mark S. Blumenkranz, M.D. and Recia Blumenkranz (collectively, "Blumenkranz") and Premier Laser Systems, Inc., a California corporation ("Premier"). RECITALS -------- A. The parties hereto are parties to that certain Purchase Agreement dated as of February 25, 1998 (the "Purchase Agreement"). B. The parties desire to eliminate certain portions of the Purchase Agreement. In return, Blumenkranz has agreed to pay Premier the sum of $210,526. In addition, Dr. Blumenkranz has agreed to serve on the Scientific Advisory Board of Ophthalmic Imaging Systems, a California corporation ("OIS"). NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendment. The following provisions of the Purchase Agreement are --------- hereby eliminated and neither Blumenkranz nor Premier shall have any rights or obligations with respect thereto: 2.4, 2.5, the last sentences of 3.2(g)(i) and (ii), 4.1(b), 4.1(c), 4.2(a), (c), (d), (e), (f) and 7.1. Except as amended hereby, the Purchase Agreement and the parties' rights and obligations thereunder shall remain in full force and effect. 2. Payment. Substantially simultaneously with the execution of this ------- Agreement, Blumenkranz hereby agrees to pay Premier the sum of $210,526. 3. Advisory Service. For a period of three (3) years following the date ---------------- hereof, Dr. Blumenkranz hereby agrees to serve on OIS' Scientific Advisory Board. 4. General Provisions. The following provisions of the Purchase Agreement ------------------ are hereby incorporated herein by reference and shall apply to the terms of this Agreement as though set forth herein in full: Article VI, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10 and 7.11. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above. PREMIER LASER SYSTEMS, INC. By:________________________________ Title:_____________________________ ___________________________________ Mark S. Blumenkranz, M.D. ___________________________________ Recia Blumenkranz -----END PRIVACY-ENHANCED MESSAGE-----