8-K

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):  August 22, 2007

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 Identification No.)
Incorporation)

221 Lathrop Way, Suite I Sacramento, California	95815
(Address of Principal Executive)	(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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

         On August 22, 2007, each of Michael Benoff and Merle Symes notified Ophthalmic Imaging Systems (the “Company”) of his respective resignation from the Company’s board of directors, effective immediately. As of such date, Mr. Benoff was a member of the Company’s Audit Committee, Compensation Committee, Nominating Committee and Special Committee and Mr. Symes was a member of the Company’s Audit Committee and Special Committee. Their resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations or policies.

        On August 28, 2007 the board of directors of the Company appointed Jonathan R. Phillips and William D. Greer, CPA, as independent members of the Company’s board of directors, effective immediately. Neither Mr. Phillips nor Mr. Greer were selected as a director pursuant to any arrangement or understanding between either Mr. Phillips or Mr. Greer, as the case may be, and any other person. There are no transactions in which either Mr. Phillips or Mr. Greer have an interest requiring disclosure under Item 404(a) of Regulation S-B. The press release associated with these appointments has been attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

        Mr. Greer is currently the President and CEO of Evolved Digital Systems Inc. (TSE:EVD), a healthcare technology solutions company based in Montreal. Prior to joining Evolved Digital Systems, he served various senior finance and accounting positions for the Investment Products unit of CAN Insurance Company, RHI Management Solutions and Southern Financial. Additionally, he worked at the accounting firms of William Crosslin, Sparks & Vaden and Kraft Bros., Esstman, Patton & Harrell. He received a Bachelor of Science from the University of Tennessee at Martin, and was a scholarship recipient to the Graduate School of Banking of the South at Louisiana State University.

        Mr. Phillips is currently a Managing Director and Founder of Healthcare Growth Partners, a company that specializes in strategic and financial advisory services to healthcare technology companies. He is currently on the Board of Directors of Streamline Health Solutions, a Nasdaq listed company, and serves on its audit and compensation committees. Prior to founding Healthcare Growth Partners, Mr. Phillips served five years as a healthcare investment banker at William Blair & Company and also at Deloitte Consulting specializing in projects for healthcare and non-healthcare clients. He received a Masters of Business Administration from Northwestern University.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number Description

99.1 Press Release of the Company dated August 28, 2007.

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: August 28, 2007 OPHTHALMIC IMAGING SYSTEMS


By:  /s/ Ariel Shenhar                                                    
Name: Ariel Shenhar
Title:   Chief Financial Officer

EX-99

Exhibit 99.1

OPHTHALMIC IMAGING SYSTEMS

221 Lathrop Way, Suite I
Sacramento, CA 95815
CONTACTS:
Gil Allon, CEO
Ariel Shenhar, CFO
(916) 646-2020
INVESTOR RELATIONS
Todd Fromer / Garth Russell
KCSA Worldwide
212-896-1215 / 212-896-1250

FOR IMMEDIATE RELEASE

OPHTHALMIC IMAGING SYSTEMS ANNOUNCES TWO NEW INDEPENDENT MEMBERS TO BOARD OF DIRECTORS

SACRAMENTO, Calif., August 28, 2007 – Ophthalmic Imaging Systems (OIS) (OTC BB: OISI), a leading digital imaging company, announced today the appointment of Jonathan R. Phillips and William D. Greer, CPA, to serve as independent members on the Company’s Board of Directors. Mr. Phillips and Mr. Greer replace Michael Benoff and Merle Symes on the Board, effective immediately. OIS’ Board of Directors has five members, three of which are independent, including Mr. Phillips and Mr. Greer.

        Mr. Greer, is currently the President and CEO of Evolved Digital Systems Inc. (TSE:EVD), a healthcare technology solutions company based in Montreal. Prior to joining Evolved Digital Systems, he served various senior finance and accounting positions for the Investment Products unit of CAN Insurance Company, RHI Management Solutions and Southern Financial. Additionally, he worked at the accounting firms of William Crosslin, Sparks & Vaden and Kraft Bros., Esstman, Patton & Harrell. He received a Bachelor of Science from the University of Tennessee at Martin, and was a scholarship recipient to the Graduate School of Banking of the South at Louisiana State University.

        Mr. Phillips, is currently a Managing Director and Founder of Healthcare Growth Partners, a company that specializes in strategic and financial advisory services to healthcare technology companies. He is currently on the Board of Directors of Streamline Health Solutions, a Nasdaq listed company, and serves on its audit and compensation committees. Prior to founding Healthcare Growth Partners, Mr. Phillips served five years as a healthcare investment banker at William Blair & Company and also at Deloitte Consulting specializing in projects for healthcare and non-healthcare clients. He received a Masters of Business Administration from Northwestern University.

Yigal Berman, Chairman of OIS’ Board of Directors, stated, “I am pleased to welcome both Jonathan and Bill to our Board of Directors. Both men help strengthen our Board with strong backgrounds in the area of healthcare, finance and accounting. On behalf of the entire Company and Board, I also would like to thank both Michael and Merle for their years of service to OIS and wish them success in their future endeavors.”

        Mr. Benoff served on the Board since July 2004 and Mr. Symes served since July 2005. They both decided to step-down from the Company’s Board of Directors in order to pursue other interests.

About Ophthalmic Imaging Systems

Ophthalmic Imaging Systems (www.oisi.com), 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-markets and supports their products through an extensive network of dealers, distributors, and direct representatives.

OIS is a registered member Company listed on www.OTCVillage.com. 

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.

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OIS
221 LATHROP WAY, SUITE I
SACRAMENTO, CA 95815
USA WWW.OISI.COM
MAIN 800.338.8436
FAX 916.646.0207