-----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, IYpDvcpC3QHLi2wSxGdEBw+yySDpQI+2LoEQ2YGsYx93S9dVnCkaEAibgmpsppyz SyBSLer3oosGUHKwRgvoyg== 0000910680-04-001170.txt : 20041110 0000910680-04-001170.hdr.sgml : 20041110 20041110151958 ACCESSION NUMBER: 0000910680-04-001170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 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: 041132906 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 f8k110904.txt CURRENT REPORT 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 9, 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)) Item 8.01. Other Events. ------------ On November 9, 2004, the Company issued a press release, attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1, reporting that it will provide imaging systems for a leading European ophthalmic imaging company, of which the Company's lead shareholder, MediVision Medical Imaging Ltd., acquired 54%. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not 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 9.01. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits: Exhibit Number Description - -------------- ----------- 99.1 Press Release of the registrant dated November 9, 2004. 2 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 10, 2004 OPHTHALMIC IMAGING SYSTEMS By: /s/ Gil Allon -------------------------------- Name: Gil Allon Title: Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of the registrant dated November 9, 2004. EX-99 2 ex99_1-f8k110904.txt EX-99.1; PRESS RELEASE 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 TO MANUFACTURE IMAGING SYSTEMS FOR A NEW SUBSIDIARY OF MEDIVISION SACRAMENTO, California, November 9, 2004. Ophthalmic Imaging Systems (OTCBB:OISI), the leading provider of ophthalmic digital imaging systems, announced today that it will provide imaging systems for a leading European ophthalmic imaging company, of which MediVision Medical Imaging Ltd. acquired 54%. As of the beginning of 2005, the company, which is one of the primary distributors of ophthalmic imaging applications in its country and previously was manufacturing its own systems, will use OIS as the manufacturer for its systems. Gil Allon, CEO of Ophthalmic Imaging Systems, commented, "As our lead shareholder, MediVision continues to look for ways to leverage the strengths of our manufacturing capabilities for companies worldwide while we concentrate our sales efforts in the U.S. OIS looks forward to incremental sales growth in 2005 as a result of this new acquisition by MediVision." 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. 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-----