-----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, KCrQ2W/6dmoSAUwld2gDEy64FrzlTMJkY9OWf1+XRxQI37Do8DNbJFBGfKUZLsS0 TjLf35X36/EwM+zNy1TnnA== 0000910680-05-000808.txt : 20051221 0000910680-05-000808.hdr.sgml : 20051221 20051221150244 ACCESSION NUMBER: 0000910680-05-000808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051220 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 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: 051278286 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 f8k121220005.txt 12/20/2005 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): December 20, 2005 OPHTHALMIC IMAGING SYSTEMS ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 1-11140 94-3035367 ---------- ------- ---------- State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 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 7.01. REGULATION FD DISCLOSURE. On December 20, 2005, Ophthalmic Imaging Systems (the "Registrant") issued a press release announcing that MediVision Medical Imaging Ltd., its major shareholder, sold 310,000 shares of the Registrant's common stock at $1.45 per share. A copy of the Registrant's press release is 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 December 20, 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: December 21, 2005 OPHTHALMIC IMAGING SYSTEMS By: /s/ Ariel Shenhar ----------------------------- Name: Ariel Shenhar Title: Chief Financial Officer EX-99 2 ex99-1_f8k121220005.txt 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 TODD FROMER / GARTH RUSSELL KCSA Worldwide 212-896-1215 / 212-896-1250 FOR IMMEDIATE RELEASE --------------------- MEDIVISION SELLS 310,000 SHARES OF OPHTHALMIC IMAGING SYSTEMS' COMMON STOCK SACRAMENTO, Calif., December 20, 2005 -- Ophthalmic Imaging Systems (OTCBB:OISI) (OIS), a leading provider of ophthalmic digital imaging systems, announced today that MediVision Medical Imaging Ltd., its major shareholder, sold 310,000 shares of OIS's common stock to the clients of an institutional investor at the price per share of $1.45. As a result of this sale, the public float increases to approximately 5.1 million shares. The institution manages separate accounts and a micro-cap value partnership, which primarily invests in micro-cap U.S. stocks with market capitalization less than $300 million. The institution pursues a long-term buy-and-hold strategy with its investments. Gil Allon, Chief Executive Officer of Ophthalmic Imaging Systems, said, "I am pleased to announce MediVision's sale of OIS shares to another institutional investor. This is one more example of OIS management and MediVision's commitment to introducing new institutional investors to the OIS story and increase the Company's liquidity. MediVision has specifically targeted long-term investors that possess a solid knowledge of micro- and small-cap equities. We recognize the importance of increasing the awareness of OIS to the investment community as the Company continues to grow. We believe that by increasing OIS' liquidity combined with its continued strong financial performance, OIS shares will reach a higher valuations." 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. 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-----