-----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, T/KVZpkVGLVCvd8RcOuR15BNnDC7Kf7FGc/lQAuS1HyDwHFk7hcJaJXrTNZ4NMat g/hm/TvKZzl/Q3+Y3SwU1A== 0000910680-05-000662.txt : 20051104 0000910680-05-000662.hdr.sgml : 20051104 20051104154934 ACCESSION NUMBER: 0000910680-05-000662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 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: 051180309 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 f8k11022005.txt 11/02/2005 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 2, 2005 OPHTHALMIC IMAGING SYSTEMS -------------------------- (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 1-11140 94-3035367 ---------- ------- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 221 Lathrop Way, Suite I 95815 - -------------------------------------------------------------------------------- Sacramento, California (Zip Code) (Address of Principal Executive Offices) (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 2, 2005, Ophthalmic Imaging Systems (the "Registrant") issued a press release announcing financial results for the fiscal quarter ended September 30, 2005, attached hereto as Exhibit 99.1. ITEM 7.01. REGULATION FD DISCLOSURE. On November 2, 2005, the Registrant issued the press release attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release of the Registrant dated November 2, 2005. -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 4, 2005 OPHTHALMIC IMAGING SYSTEMS By: /s/ Ariel Shenhar ----------------------------- Name: Ariel Shenhar Title: Chief Financial Officer EX-99 2 ex99_1-f8k11022005.txt 99.1 - 11/02/2005 PRESS RELEASE Exhibit 99.1 ------------ OPHTHALMIC IMAGING SYSTEMS OPHTHALMIC IMAGING SYSTEMS CONTACTS: Gil Allon, CEO 221 Lathrop Way, Suite I Ariel Shenhar, CFO Sacramento, CA 95815 (916) 646-2020 INVESTOR RELATIONS Todd Fromer / Garth Russell KCSA Worldwide 212-896-1215 / 212-896-1250 FOR IMMEDIATE RELEASE --------------------- OPHTHALMIC IMAGING SYSTEMS ANNOUNCES RECORD THIRD QUARTER RESULTS - - - Company Reports 58% increase in Net Income and 24% increase in Revenues - - - 16th Consecutive Profitable Quarter SACRAMENTO, Calif., November 2, 2005 - Ophthalmic Imaging Systems (OIS) (OTCBB: OISI) today reported record financial results for the third quarter ended September 30, 2005. The Company reported net revenues of $3,246,000 for the third quarter of 2005 compared with net revenues of $2,615,000 for the third quarter of 2004, an increase of 24%. Net income for the third quarter of 2005 climbed 58% to $516,000, or $0.03 earnings per basic and diluted share, compared with net income of $327,000, or $0.02 earnings per basic and diluted share, for the third quarter of 2004. For the first nine months of 2005, the Company reported net revenues of $9,036,000 compared with net revenues of $7,415,000 for the first nine months of 2004, an increase of 22%. Net income for the first nine months of 2005 climbed 55% to $1,256,000, or $0.08 earnings per basic and diluted share, compared with net income of $811,000, or $0.06 per basic share and $0.05 per diluted share, for the first nine months of 2004. "OIS continues to successfully execute its growth strategy. Our ability to significantly increase sales of our digital imaging systems and informatics products, led to substantial growth of 58% in net income in the third quarter of 2005 as compared to Q3 2004" stated Gil Allon, Chief Executive Officer of the Company. "We are pleased by the performance of our Ophthalmology Office(TM) product line and anticipate the revenues generated by this activity to steadily increase going forward as our sales and marketing initiatives continue to increase market awareness to the economical and operational benefits resulting from the use of these products." Mr. Allon concluded, "We continue to focus on technical innovations with advanced new products such as our OIS WinStation 11K(TM) System, WinStation XP(TM) Version 10.3 Software, WinStation Manager(TM) and Ophthalmology Office(TM) Retinal Templates, which were released at this year's annual American Academy of Ophthalmology (AAO) conference that took place last month in Chicago. We were very encouraged during the AAO meeting by the very positive response of the ophthalmic community to the new products and we believe these products will help us to further strengthen our leading position in the ophthalmology market." About Ophthalmic Imaging Systems 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 through an extensive network of dealers, distributors, and direct representatives. Ophthalmic Imaging Systems Selected Financial Data Condensed Statements of Operations
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2005 2004 2005 2004 ---- ---- ---- ---- (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ 3,246,216 $ 2,614,798 $ 9,035,820 $ 7,414,907 Cost of sales 1,249,701 1,053,576 3,625,713 2,925,522 ----------- ------------ ------------ ------------ Gross profit 1,996,515 1,561,222 5,410,107 4,489,385 Sales and marketing 781,521 641,828 2,195,917 1,997,834 General and administrative 360,291 290,912 998,922 796,716 Research and development 327,501 242,847 835,313 720,033 ----------- ------------ ------------ ------------ Total operating expenses 1,469,313 1,175,587 4,030,152 3,514,583 ----------- ------------ ------------ ------------ Income from operations 527,202 385,635 1,379,955 974,802 Interest and other expense, net 6,378 (58,922) (97,240) (163,590) ----------- ------------ ------------ ------------ Net income before income taxes 533,580 326,713 1,282,715 811,212 Income taxes 17,200 26,224 ----------- ------------ ------------ ------------ Net income $ 516,380 $ 326,713 $ 1,256,491 $ 811,212 =========== ============ ============ ============ Shares used in the calculation of basic net income per share 15,263,798 14,975,014 15,125,515 14,683,620 Basic net income per share $ 0.03 $ 0.02 $ 0.08 $ 0.06 =========== ============ ============ ============ Shares used in the calculation of Diluted net income per shar 16,427,843 15,981,937 16,295,525 15,716,087 Diluted net income per share $ 0.03 $ 0.02 $ 0.08 $ 0.05 ----------- ------------ ------------ ------------
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-----