-----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, MrHYDu3ww9wvBcDO75eIRP1Kif9DsRW2WbTCZGAXyY+PMKx3+Vd3d4GhoMzsEW5Z vutfB22eWQWVNi4Q2cwZXw== 0000910680-04-001144.txt : 20041104 0000910680-04-001144.hdr.sgml : 20041104 20041104170706 ACCESSION NUMBER: 0000910680-04-001144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11140 FILM NUMBER: 041120355 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 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 FORMER COMPANY: FORMER CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19930328 8-K 1 f8k-11042004.txt NOVEMBER 4, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2004 OPHTHALMIC IMAGING SYSTEMS -------------------------- (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 1-11140 94-3035367 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 221 Lathrop Way, Suite I Sacramento, California 95815 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code): (916) 646-2020 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) The following information, including Exhibit 99.1 and the information therefrom incorporated herein by reference, is being furnished, and shall not be deemed "filed," for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 2.02. Results of Operations and Financial Condition. --------------------------------------------- On November 4, 2004 the Company issued a press release announcing its results of operations for the Company's third quarter and nine months ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Business Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 The Company's press release dated November 4, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 4, 2004 OPHTHALMIC IMAGING SYSTEMS By: /s/ Ariel Shenhar -------------------------------------- Name: Ariel Shenhar Title: Chief Financial Officer, Vice President, and Secretary EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press Release of the registrant dated November 4, 2004. EX-99 2 ex99-1.txt 99.1 Exhibit 99.1 OPHTHALMIC IMAGING SYSTEMS CONTACTS: Gil Allon, CEO 221 Lathrop Way, Suite I Ariel Shenhar, CFO Sacramento, CA 95815 (916) 646-2020 INVESTOR RELATIONS: Evan Smith, CFA/Erica Pettit KCSA Worldwide 212-896-1251 / 212-896-1248 FOR IMMEDIATE RELEASE --------------------- OPHTHALMIC IMAGING SYSTEMS REPORTS 2004 THIRD QUARTER AND NINE MONTH RESULTS COMPANY REPORTS 12TH CONSECUTIVE PROFITABLE QUARTER SACRAMENTO, California, November 4, 2004. Ophthalmic Imaging Systems (the "Company") (OTCBB: OISI) today reported its financial results for the third quarter ended September 30, 2004. The Company reported net revenues of $2,615,000 for the third quarter of 2004, compared with net revenues of $2,446,000 for the third quarter of 2003, an increase of approximately 7%. The Company reported net income of $327,000, or $0.02 per basic and diluted share, for the third quarter of 2004 compared with net income of $310,000, or $0.02 per basic and diluted share, for the third quarter of 2003. For the first nine months of 2004, the Company reported net income of $811,000, or $0.06 per basic share and $0.05 per diluted share, on revenues of $7,415,000. For the first nine months of 2003, the Company reported net income of $905,000, or $0.09 per basic share and $0.08 per diluted share, on revenues of $7,233,000. The decrease in earnings per share is mainly attributable to an increase of more than 45% in the weighted number of shares of common stock outstanding between the comparable nine-month periods. Gil Allon, Chief Executive Officer of the Company, commented, "We are very pleased that during the third quarter of 2004 we have seen another consecutive quarter of profitability and, as we projected earlier in the year, our traditional growth momentum is returning. We are particularly happy that our new Ophthalmology Office(TM) product line has begun to contribute to the increase in revenues. In addition, we are pleased that we were able to increase our net income in the quarter while our R&D spending increased 13% compared to the third quarter of 2003." Mr. Allon concluded, "At the joint AAO/SOE 2004 meeting last week we unveiled two new products, OIS WinStation 3200(TM) imaging system and the OIS WebStation(TM) common software platform, which we believe will significantly contribute to our sales over the coming quarters. We are extremely pleased that the record order bookings at this event exceeded our expectations. Based on the considerable attention for these products from the professional community and the orders booked at the show, we expect to begin seeing the sales benefit of these products during the fourth quarter of this year. " * * * * * C O N T I N U E D * * * * * Ophthalmic Imaging Systems Press Release November 4, 2004 Page 2 Ophthalmic Imaging Systems, a majority-owned subsidiary of MediVision, is the leading provider of ophthalmic digital imaging systems. The Company designs, develops, manufactures and markets digital imaging systems and informatics solutions for the eye care market. With over twenty years in the ophthalmic imaging business, the Company has consistently introduced new, innovative technology. The Company, together with MediVision, co-market and support their products worldwide through an extensive network of dealers, distributors, and direct representatives. OPHTHALMIC IMAGING SYSTEMS SELECTED FINANCIAL DATA
Three months ended Nine months ended September 30, September 30, ------------- ------------- 2004 2003 2004 2003 ---- ---- ---- ---- (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ 2,614,798 $ 2,446,084 $ 7,414,907 $ 7,232,522 Cost of sales 1,053,576 986,422 2,925,522 2,923,506 -------------------------------------------------------------------------- Gross profit 1,561,222 1,459,662 4,489,385 4,309,016 Sales and marketing 641,828 661,872 1,997,834 1,992,427 General and administrative 290,912 219,126 796,716 760,457 Research and development 242,847 215,003 720,033 476,234 -------------------------------------------------------------------------- Total operating expenses 1,175,587 1,096,001 3,514,583 3,229,118 -------------------------------------------------------------------------- Income from operations 385,635 363,661 974,802 1,079,898 Interest and other expense, net (58,922) (46,077) (163,590) (164,546) -------------------------------------------------------------------------- Net income before income taxes 326,713 317,584 811,212 915,352 Income taxes -- (7,500) -- (10,500) -------------------------------------------------------------------------- Net income $ 326,713 $ 310,084 $ 811,212 $ 904,852 ========================================================================== Income per basic share $ 0.02 $ 0.02 $ 0.06 $ 0.09 ========================================================================== Shares used in the calculation of net income per basic share 14,975,014 14,354,521 14,683,620 10,233,147 ========================================================================== Income per diluted share $ 0.02 $ 0.02 $ 0.05 $ 0.08 ========================================================================== Shares used in the calculation of net income per diluted share 15,981,937 15,251,916 15,716,088 10,684,385 ==========================================================================
STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, OR OTHER FACTORS NOT UNDER THE COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE, OR OTHER EXPECTATIONS IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----