8-K

UNITED STATES

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):  February 22, 2008

OPHTHALMIC IMAGING SYSTEMS

(Exact Name of Registrant as Specified in its Charter)

CALIFORNIA	1-11140	94-3035367
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2008, the board of directors of Ophthalmic Imaging Systems (the “Company”) appointed Marc De Clerck as an independent member of the Company’s board of directors, effective immediately. Mr. De Clerck was not selected as a director pursuant to any arrangement or understanding with any other person. There are no transactions in which Mr. De Clerck has an interest requiring disclosure under Item 404(a) of Regulation S-K. The press release associated with this appointment has been attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

Mr. De Clerck is currently the head of the Global Business Growth Center of the Healthcare Business Group at Agfa Gevaert N.V., a Belgian company specializing in analog and digital imaging systems and IT solutions, mainly for the printing industry and the healthcare sector. He also serves as a director on Agfa’s board. Since 1983, Mr. De Clerck has served in various other positions within Agfa. Agfa holds a 19% ownership interest in MediVision Medical Imaging Ltd., the Company’s parent company. Mr. De Clerck has graduated with Masters Degrees in Civil Engineering in Electro-Mechanics and in Biomedical Techniques from Catholic University Louvain.

Item 9.01.                Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release of the Company dated February 28, 2008.

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: February 28, 2008 OPHTHALMIC IMAGING SYSTEMS

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

EX-99

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 Todd Fromer / Garth Russell KCSA Strategic Communications 212-896-1215 / 212-896-1250
	FOR IMMEDIATE RELEASE

OPHTHALMIC IMAGING SYSTEMS APPOINTS MARC DE CLERCK TO SERVE ON BOARD OF DIRECTORS

- - -

SACRAMENTO, Calif., February 28, 2008 -- Ophthalmic Imaging Systems (OIS)  (OTC BB: OISI), a leading provider of ophthalmic digital imaging and informatics solutions, announced today the appointment of Marc De Clerck to serve as an independent member on the Company’s Board of Directors, effective February 22. OIS’ Board of Directors has six members, four of which are independent, including Mr. De Clerck.

Mr. De Clerck, 49, is currently Head of the Global Business Growth Center for Agfa HealthCare N.V. Through his work with Agfa, Mr. De Clerck brings over 20 years of global experience in mergers & acquisitions, corporate finance, strategic planning and strategic alliances in the medical imaging and healthcare IT industries. Prior to joining Agfa, he began his career at Janssens Pharmaceutica in Belgium. Mr. De Clerck has graduated with Masters Degrees in Civil Engineering in Electro-Mechanics and in Biomedical Techniques from Catholic University Louvain.

“On behalf of the Company and Board, I would like to welcome Marc to OIS. Marc brings extensive knowledge of finance and operations through his more than 20 years working at Agfa. This experience and knowledge of the medical imaging market will serve our Company well as we execute our growth strategy,” said Yigal Berman, Chairman of OIS’ Board of Directors.

Mr. De Clerck stated, “I am honored to join OIS’s Board, expanding on my long-term relationship with its major holder, MediVision, and having an opportunity to work with one of the leading providers of cutting edge technologies to the healthcare industry. OIS is going through many exciting changes and events, including its proposed merger with MediVision, recent acquisition of AcerMed’s assets and the start up of a new informatics subsidiary, Abraxas Medical Solutions.”

OIS	www.OISI.com
221 LATHROP WAY, SUITE I	MAIN 800.338.8436

SACRAMENTO, CA 95815 FAX 916.646.0207

USA

Ophthalmic Imaging Systems

Press Release

February 28, 2008

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.

Contact:

Ophthalmic Imaging Systems

Gil Allon, CEO / Ariel Shenhar, CFO, 916-646-2020

or

Investor Relations:

KCSA Strategic Communications

Todd Fromer / Garth Russell

212-896-1215 / 212-896-1250

OIS	www.OISI.com
221 LATHROP WAY, SUITE I	MAIN 800.338.8436

SACRAMENTO, CA 95815 FAX 916.646.0207

USA