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):  March 19, 2008

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 2.02 Results of Operations and Financial Condition

        On March 19, 2008, Ophthalmic Imaging Systems (the “Registrant”) issued a press release announcing financial results for the fiscal quarter and year ended December 31, 2007, attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

On March 19, 2008, 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 March 19, 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: March 21, 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

OPHTHALMIC IMAGING SYSTEMS REPORTS FOURTH QUARTER AND YEAR END 2007 RESULTS

- - -

Company Reports 25^th Consecutive Profitable Quarter

SACRAMENTO, CALIF., MARCH 19, 2008 – Ophthalmic Imaging Systems (OIS) (OTC BB: OISI) today reported financial results for the quarter and year ended December 31, 2007.

For the year ended December 31, 2007, OIS reported net revenues of $14.5 million compared with net revenues of $15.8 million for 2006. Net income for the year ended December 31, 2007 was $1.6 million, or $0.09 per basic and diluted share compared with net income of $2.2 million, or $0.14 and $0.13 per basic and diluted share, respectively, for the prior year. Sales and net income growth during 2007 were partially offset by two large contracts received in 2006.

For the three months ended December 31, 2007, OIS reported net revenues of $3.6 million, compared with net revenues of $4.4 million for the same period in 2006. Net income for the fourth quarter of 2007 was $0.1 million, or $0.01 per basic and diluted share, compared with net income of $0.6 million, or $0.04 and $0.03 per basic and diluted share, respectively, for the fourth quarter of 2006.

As of December 31, 2007, OIS reported $7.6 million in cash and investments. This included approximately $2.75 million from the issuance of 6.5% convertible notes due 2010, which was conducted in October 2007. The Company reported $10.1 million in total shareholder equity as of December 31, 2007, compared to $8.2 million as of December 31, 2006.

Gil Allon, Chief Executive Officer of OIS, stated, “We experienced a softening in demand for our digital imaging equipment in the second half of 2007. While we are disappointed with our overall performance for the year, we have several exciting initiatives underway that will simplify our corporate structure, address a broader market opportunity and diversify our product lines within different markets.”

“As previously announced, we recently introduced a new, wholly owned subsidiary, Abraxas Medical Solutions, which simultaneously acquired the assets of AcerMed Inc. Abraxas will focus exclusively on strengthening our foothold in the multi-billion dollar Electronic Medical Records and Practice Management software market.

OIS WWW.OISI.COM

221 LATHROP WAY, SUITE I MAIN 800.338.8436

SACRAMENTO, CA 95815 USA FAX 916.646.0207

Ophthalmic Imaging Systems

Press Release

March 19, 2008

We are making significant investments into Abraxas to complete development of its proprietary platform, and anticipate it to fully rollout its specialized offerings by the end of 2008. In addition, due to the acquisition of Abraxas, NextGen chose recently to discontinue its relationship with OIS, which will also affect our revenue and cash-flow over the short-term. For these reasons, we will be looking at 2008 as a transition year for OIS as a whole.”

“Also in 2007, we announced a non-binding agreement to acquire our majority shareholder, MediVision Medical Imaging. This merger will allow us to gain greater control over our research and development capabilities, sales and distribution in Europe, and simplify our capital structure. We anticipate closing this merger in the second half of 2008 once the deal is approved by the Board of Directors and shareholders of both companies,” concluded Mr. Allon.

OIS strengthened its Board of Directors in 2007 and the first quarter of 2008 with the appointment of three new independent board members, including Jonathan R. Phillips, William D. Greer, CPA, and Marc De Clerck. OIS’ Board of Directors currently has six members, four of which are independent.

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.

* * * C O N T I N U E D* * * * *

OIS WWW.OISI.COM

221 LATHROP WAY, SUITE I MAIN 800.338.8436

SACRAMENTO, CA 95815 USA FAX 916.646.0207

Ophthalmic Imaging Systems

Press Release

March 19, 2008

Selected Financial Data

CONDENSED STATEMENTS OF OPERATIONS

	THREE MONTHS ENDED					TWELVE MONTHS ENDED
	DECEMBER 31,					DECEMBER 31,
	2007			2006		2007			2006
NET REVENUES	$	3,554,350		$	4,402,016	$	14,489,044		$	15,797,163
COST OF SALES	$	1,614,439		$	1,580,947	$	6,265,695		$	6,545,792
GROSS PROFIT	$	1,939,911		$	2,821,069	$	8,223,349		$	9,251,371
SALES AND MARKETING	$	1,038,673		$	1,319,364	$	3,494,926		$	3,795,559
RESEARCH AND DEVELOPMENT	$	461,612		$	440,207	$	1,631,220		$	1,615,758
GENERAL AND ADMINISTRATIVE	$	379,560		$	501,799	$	1,684,751		$	1,696,147
TOTAL OPERATING EXPENSES	$	1,879,845		$	2,261,370	$	6,810,897		$	7,107,464
INCOME FROM OPERATIONS	$	60,066		$	559,699	$	1,412,452		$	2,143,907
INTEREST AND OTHER EXPENSE, NET		($12,523	)	$	46,317	$	141,104		$	75,852
NET INCOME BEFORE INCOME TAXES	$	47,543		$	606,016	$	1,553,556		$	2,219,759
INCOME TAXES		($50,600	)	$	17,741		($ 940	)	$	31,000
NET INCOME	$	98,143		$	623,757	$	1,552,616		$	2,250,759
BASIC NET INCOME PER SHARE	$	0.01		$	0.04	$	0.09		$	0.14
SHARES USED IN THE CALCULATION OF BASIC EARNINGS PER SHARE		16,847,627			16,282,249		16,682,773			16,090,610
DILUTED NET INCOME PER SHARE	$	0.01		$	0.03	$	0.09		$	0.13
SHARES USED IN THE CALCULATION OF DILUTED EARNINGS PER SHARE		17,815,988			18,084,017		18,023,500			17,797,162

OIS WWW.OISI.COM

221 LATHROP WAY, SUITE I MAIN 800.338.8436

SACRAMENTO, CA 95815 USA FAX 916.646.0207

Ophthalmic Imaging Systems

Press Release

March 19, 2008

OPHTHALMIC IMAGING SYSTEMS

CONDENSED BALANCE SHEET

	AUDITED		AUDITED
	As of Dec 31,		As of Dec 31,
	2007		2006
ASSETS:
Cash and investments	7,630,284		6,163,857
Accounts receivable, net	2,535,843		3,108,727
Receivable from related parties	1,544,179		160,656
Inventories, net	746,342		808,238
Deferred tax asset	1,342,000		1,172,000
Prepaid and other current assets	507,732		180,744
TOTAL CURRENT ASSETS	14,306,380		11,594,222
Net property, plant and equipment	416,838		390,553
Restricted cash for line of credit	168,218		159,514
Licensing agreement	273,808		273,808
Prepaid products	460,000		160,000
Merge capitalization	527,327		—
Other assets	534,324		88,737
TOTAL ASSETS	16,686,895		12,666,834
CURRENT LIABILITIES:
Accounts payable	726,573		765,235
Notes payable current portion	1,029,643		11,204
Accrued liabilities	1,437,313		2,018,874
Customer deposits	55,435		310,768
Deferred warranty revenue	1,604,315		1,250,893
TOTAL CURRENT LIABILITIES	4,853,279		4,356,974
LONG TERM DEBT:
Line of credit	150,000		150,000
Notes Payable, less current portion	1,564,226		3,833
TOTAL LONG TERM DEBT	1,714,226		153,833
STOCKHOLDERS’ EQUITY:
Capital stock – common	16,474,720		16,255,077
Additional paid in capital	191,104		—
Accumulated deficit	($6,546,434	)	($8,099,050	)
TOTAL STOCKHOLDERS’ EQUITY	10,119,390		8,156,027
TOTAL LIABILITIES AND EQUITY	16,686,895		12,666,834

OIS WWW.OISI.COM

221 LATHROP WAY, SUITE I MAIN 800.338.8436

SACRAMENTO, CA 95815 USA FAX 916.646.0207