-----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, LmreBWHkCKEN1tTHteTzt9NAh47tWddvlJDY/yrhcSQplDJS9Dir7KZSP2n7Lu69 srst2Rts29qPP+74EbtLJA== 0001019687-00-000162.txt : 20000223 0001019687-00-000162.hdr.sgml : 20000223 ACCESSION NUMBER: 0001019687-00-000162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000222 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: 550348 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: 92660 BUSINESS PHONE: 9498590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92660 SC 13D/A 1 PREMIER LASER - AMENDMENT #15 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 15)* OPHTHALMIC IMAGING SYSTEMS (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 683737 (CUSIP Number) Premier Laser Systems, Inc. Attn: Michael J. Quinn 3 Morgan Avenue Irvine, CA 92718 with a copy to: 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) February 16, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ----------------------- *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). CUSIP No. 683737 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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* OO ________________________________________________________________________________ 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 ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,281,758 shares (1) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,131,758 shares PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,281,758 shares (1) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 53.0% based on 4,305,428 shares(2) of common stock reported as outstanding as of January 14, 2000. ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (Footnotes set forth on Addendum to Schedule 13D herein) CUSIP No. 683737 13D Page 3 of 5 Pages OPHTHALMIC IMAGING SYSTEMS Common Stock SCHEDULE 13D This Amendment No. 15 (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 filed with the Commission on January 5, 1998, by Amendment No. 2 filed with the Commission on January 20, 1998, by Amendment No. 3 filed with the Commission on February 13, 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, by Amendment No. 9 filed with the Commission on January 5, 1999, by Amendment No. 10 filed with the Commission on February 11, 1999, by Amendment No. 11 filed with the Commission on March 26, 1999, by Amendment No. 12 filed with the Commission on June 11, 1999, by Amendment No. 13 filed with the Commission June 29, 1999, by Amendment No. 14 filed with the commission on October 28, 1999 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 ("OIS") (the "Original Schedule 13D" 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 February 15, 2000, OIS terminated the Agreement and Plan of Reorganization previously entered into among Premier, OIS and Ophthalmic Acquisition Corporation, a California corporation and wholly-owned subsidiary of Premier. On February 16, 2000, Premier placed 54 of its 80 employees on temporary unpaid leave. 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. 15. Item 7. Material to be Filed as Exhibits. Exhibit 99.20 Press Release of Premier Laser Systems, Inc. issued February 16, 2000. Exhibit 99.21 Joint Press Release of Premier Laser Systems, Inc. and Ophthalmic Imaging Systems issued February 18, 2000. 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 22, 2000 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 ADDENDUM TO SCHEDULE 13D ISSUER: OPHTHALMIC IMAGING SYSTEMS REPORTING PERSON: PREMIER LASER SYSTEMS, INC. (The contents of this Addendum are part of this Statement on Schedule 13D filed by the Reporting Person referenced above and are incorporated by reference herein at such point which corresponds to the appropriate footnote.) Footnotes to Schedule 13D - ------------------------- 1/ The 2,281,758 shares include an additional 150,000 shares over which Premier has voting control pursuant to Premier's acquisition of the 150 shares of Series B Preferred Stock. 2/ The 4,305,428 shares of OIS Common Stock does not include the 150,000 shares over which the Reporting Person has voting control through its acquisition of the 150 shares of Series B Preferred Stock. EX-99.20 2 PRESS RELEASE EXHIBIT 99.20 Premier Laser Systems Furloughs 54 Employees; Hires Financial Consultant IRVINE, Calif., Feb. 16 /PRNewswire/ -- Premier Laser Systems, Inc. (Nasdaq: PLSIA) announced today that it has placed 54 of its 80 employees on temporary unpaid leave in order to address short term liquidity issues, and that it has hired Newport Beach, CA-based Crossroads LLC to assist the Company in identifying and assessing strategic and financial alternatives. Premier Laser President and CEO Michael J. Quinn commented, "We believe the Company has three principal assets: its experienced workforce, its intellectual property and its products. We regret having to take this step but found it unavoidable under the circumstances. We have retained Crossroads to identify the best strategy for preserving and enhancing the value of the Company for the benefit of all of our stakeholders, including our employees." Premier Laser Systems develops, manufactures and markets diagnostic and therapeutic products for the eyecare, dentistry and surgical markets including lasers, fiber optic delivery systems and associated products for a variety of applications. Headquartered in Newport Beach, California, Crossroads provides financial advisory and operational consulting to public and private companies across a variety of industry groups. It has offices in Newport Beach, New York City, Dallas and Stamford, CT. The statements in this release that relate to future events or performance and statements about growth are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to the development of markets for and commercial acceptance of the company's products and services, the availability of components, competitors' product introductions and other risks identified in the company's SEC filings. Actual results may differ from those described in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. CONTACT: investors, Robert Mahoney, Chief Financial Officer of Premier Laser Systems, Inc., 949-859-0656; or media, Cathy Allen of Allen & Caron Inc., 949-474-4300, for Premier Laser Systems. EX-99.21 3 MERGER AGREEMENT TERMINATION EXHIBIT 99.21 Premier Laser Systems and Ophthalmic Imaging Systems Terminate Merger Agreement 2/18/00 4:30:00 AM/ Source: PR Newswire/ IRVINE, Calif., Feb. 18 /PRNewswire/ -- Premier Laser Systems, Inc. (Nasdaq:PLSIA) and Ophthalmic Imaging Systems (OTC Bulletin Board: OISI) (OIS) today announced that OIS has terminated the previously announced merger agreement between the companies. The companies indicated that while the merger of the two companies was not practicable at the present time, the companies planned to continue to work together and to explore ways to take advantage of the potential synergies that the companies believed would have been available through the merger. Premier Laser Systems develops, manufactures and markets diagnostic and therapeutic products for the eyecare, dentistry and surgical markets including lasers, fiber optic delivery systems and associated products for a variety of applications. Ophthalmic Imaging Systems is a leading provider of ophthalmic digital imaging systems. OIS designs, develops, manufactures and markets digital imaging and image enhancement systems and analysis software. OIS offers customer support through a worldwide network of service technicians. -----END PRIVACY-ENHANCED MESSAGE-----