-----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, PdtymDYXw1hYDfryd+iOjxhhu/ahmDrjTNz+4TwHe1zyzogCfRZjWIktf491x7JF l6iSe8YxlOw5SK2GT2HAag== 0000912057-96-010913.txt : 19960529 0000912057-96-010913.hdr.sgml : 19960529 ACCESSION NUMBER: 0000912057-96-010913 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960528 EFFECTIVENESS DATE: 19960616 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04641 FILM NUMBER: 96573260 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 28, 1996 Registration No. 333-_____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ OPHTHALMIC IMAGING SYSTEMS (Exact name of registrant as specified in its charter) CALIFORNIA 94-3035367 (State of Incorporation) (I.R.S. Employer Identification No.) 221 LATHROP WAY, SUITE I SACRAMENTO, CA 95815 (Address, including zip code, of Registrant's principal executive offices) _______________________ 1995 NONSTATUTORY STOCK OPTION PLAN (FULL TITLE OF THE PLAN) _______________________ STEVEN R. VERDOONER PRESIDENT AND CHIEF FINANCIAL OFFICER OPHTHALMIC IMAGING SYSTEMS 221 LATHROP WAY, SUITE I SACRAMENTO, CALIFORNIA 95815 (916) 646-2020 (Name, address and telephone number of agent for service) _______________________ COPY TO: Issac J. Vaughn, Esq. WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount Maximum Maximum Amount of Securities To To Be Offering Price Aggregate Registration Be Registered Registered Per Share Offering Price Fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value . . . . . 1,035,000 $ 6.50 (1) $ 6,727,500(1) $ 2,320.00
- ------------------------- (1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee on the basis of the average of the bid and asked price for the Common Stock as of May 21, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission"). 1. The Registrant's Annual Report on Form 10-KSB for the fiscal year ended August 31, 1995. 2. The Registrant's Quarterly Reports on Form 10-QSB for the quarterly periods ended November 30, 1995 and February 29, 1996. 3. The description of the Registrant's Common Stock set forth in the Registrant's Registration Statement on Form 8-A, as filed with the Commission on or about May 14, 1992. 4. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Article II, Sections 4 and 5, of the Registrant's Restated Articles of Incorporation, as amended, and Article X, Section 4, of the Registrant's Bylaws, as amended, provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-1 ITEM 8. EXHIBITS. Exhibit No. ----------- 4.1 1995 Nonstatutory Stock Option Plan. 4.2 Form of Option Agreement under the 1995 Nonstatutory Stock Option Plan. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1 above). 24.1 Power of Attorney (see page II-4). ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling II-2 person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Ophthalmic Imaging Systems certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on this 28th day of May, 1996. OPHTHALMIC IMAGING SYSTEMS By: /s/ STEVEN R. VERDOONER ---------------------------------------------- Steven R. Verdooner, President and Chief Financial Officer (Principal Executive, Accounting and Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Steven R. Verdooner and Steve Lagorio, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. Signature Title Date - ----------------------------- ---------------------------------- ------------ /s/ STEVEN R. VERDOONER President, Chief Financial Officer May 28, 1996 - ----------------------------- and Director (Principal Executive, Steven R. Verdooner Accounting and Financial Officer) /s/ MARK S. BLUMENKRANZ, M.D. Director May 28, 1996 - ----------------------------- Mark S. Blumenkranz, M.D. /s/ R. MICHAEL CLARK Director May 28, 1996 - ----------------------------- R. Michael Clark /s/ ROBERT I. SCHNUER Director May 28, 1996 - ----------------------------- Robert I. Schnuer /s/ LAWRENCE A. YANUZZI, M.D. Director May 28, 1996 - ----------------------------- Lawrence A. Yanuzzi, M.D. II-4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ---------------------------------------------------- 4.1 1995 Nonstatutory Stock Option Plan. 4.2 Form of Option Agreement under the 1995 Nonstatutory Stock Option Plan. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1 above). 24.1 Power of Attorney (see page II-4). II-5 EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 OPHTHALMIC IMAGING SYSTEMS, A CALIFORNIA CORPORATION 1995 NONSTATUTORY STOCK OPTION PLAN 1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to promote the success of the business of OPHTHALMIC IMAGING SYSTEMS, a California corporation (the "Company"), and to provide additional incentives to any person, including officers (whether or not they are directors), employed by the Company or retained by the Company as consultants (collectively "Associates"). Options granted hereunder are Nonstatutory Stock Options ("Options"). 2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of shares of the Company's Common Stock ("Common Stock") which may be optioned and sold under the Plan is 1,035,000 shares. Such shares may be authorized but unissued or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future option grants under the Plan. 3. ADMINISTRATION OF THE PLAN. A. PROCEDURE. The Plan shall be administered by (A) the Company's Board of Directors (the "Board") or (B) a committee designated by the Board to administer the Plan on behalf of the Board (the "Committee"), consisting of not less than two (2) members. The Board and the Committee shall hereinafter be collectively referred to as, where appropriate, the "Administrator". Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and substitute new members, fill vacancies (however caused), and remove all members of the Committee and thereafter directly administer the Plan. Members of the Board or Committee who are either eligible for Options or have been granted Options may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself, but any such members may be counted in determining the existence of a quorum at any meeting of the Board or the Committee during which action is taken with respect to the granting of an Option to him or her. B. POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan, the Administrator shall have the authority: (i) to determine, upon review of relevant information, the fair market value of the Common Stock; (ii) to determine the exercise price of Options to be granted, the Optionees to whom and the time or times at which Options shall be granted, and the number of shares to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option granted under the Plan (which need not be identical) and, with the consent of the holder thereof, to modify or amend any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Administrator; (vii) to accelerate or (with the consent of an Optionee) to defer an exercise date of any Option subject to the provisions of Section 8A of the Plan; and (viii) to make all other determinations deemed necessary or advisable for the administration of the Plan. C. EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees and any other holder of an Option granted under the Plan. 4. ELIGIBILITY. A. Options under the Plan may be granted only to Associates. An Optionee who has been granted an Option, if he is otherwise eligible, may be granted an additional Option or Options. B. The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting engagement by the Company, nor shall it interfere in any way with his right or the Company's right to terminate his employment or engagement at any time, subject to any contract rights held by such person. 5. TERM OF PLAN. The Plan shall become effective upon its adoption by the Board. The Plan shall continue in effect for a term of ten (10) years unless sooner terminated under Section 12 of the Plan. 6. TERM OF OPTION. Unless the Administrator determines otherwise, at the time of the grant of an Option, the term of each Option granted under the Plan shall be five (5) years from the date of grant. In all cases the term of the Option shall be set forth in the Option Agreement. 7. OPTION PRICE AND CONSIDERATION. A. OPTION PRICE. The option price for the shares to be issued pursuant to any Option shall be the fair market value of the Common Stock as is determined by the Administrator. Fair market value of the Common Stock shall be determined by the Administrator in its discretion using such criteria as it deems relevant; provided, however, that where there is a public market for the Common Stock the fair market value per share shall be the average of the last reported bid and asked prices of the Common Stock on the date of grant, as reported in THE WALL STREET JOURNAL (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") System) or, in the event the Common Stock is listed on a national securities exchange, (within the meaning of Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the fair market value per share shall be the closing price on such exchange on the date of grant of the Option, as reported in THE WALL STREET JOURNAL. B. CONSIDERATION. The consideration to be paid for the shares to be issued upon exercise of an Option shall be payment in cash or by check unless payment in some other manner, including by promissory note or such other consideration and method of payment for the issuance of shares as may be permitted under Sections 408 and 409 of the California General Corporation Law, is authorized by the Administrator at the time of the grant of the Option. -2- 8. EXERCISE OF OPTION. A. VESTING PERIOD. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan, which shall be specified in the Option Agreement evidencing the Option. An Option may not be exercised for fractional shares or for less than ten (10) shares. B. EXERCISE PROVISIONS. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the shares with respect to which the Option is exercised has been received by the Company. As soon as practicable following the exercise of an Option in the manner set forth above, the Company shall issue or cause its transfer agent to issue stock certificates representing the shares purchased. Until the issuance of such stock certificates (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned shares notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificates are issued except as provided in Section 10 of the Plan. C. TERMINATION OF STATUS AS ASSOCIATE. If an Optionee shall cease to be an Associate for any reason other than permanent and total disability or death, he may, but only within ninety (90) days (or such other period of time as is determined by the Administrator) after the date he ceases to be an Associate, exercise his Option to the extent that he was entitled to exercise it at the date of such termination, subject to the condition that no Option shall be exercisable after the expiration of the Option period. D. DISABILITY OF OPTIONEE. In the event of the permanent and total disability during the Option period of an Optionee who is at the time of such disability, or was within the 90-day period prior thereto, an Employee and who was in continuous employment as such from the date of the grant of the Option until the date of disability or termination, the Option may be exercised at any time within one year following the date of disability, but only to the extent of the accrued right to exercise at the time of the termination or disability, whichever comes first, subject to the condition that no Option shall be exercised after the expiration of the Option period. E. DEATH OF AN OPTIONEE. In the event of the death during the Option period of an Optionee who is at the time of his death, or was within the 90-day period immediately prior thereto, an Associate and who was in continuous engagement as such from the date of the grant of the Option until the date of death or termination, the Option may be exercised, at any time prior to the expiration of the Option period, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the accrued right to exercise at the time of the termination or death, whichever comes first. 9. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent -3- and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee, except as permitted by the Administrator. 10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Company, the number of shares covered by each outstanding Option, and the per share price thereof in each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, combination, reclassification, the payment of a stock dividend on the Common Stock or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the number or class of securities covered by any Option, as well as the price to be paid therefor, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. Unless otherwise determined by the Board, upon the dissolution or liquidation of the Company or upon any merger or consolidation, if the Company is not the surviving corporation, the Options granted hereby shall terminate and thereupon become null and void; provided, however, that the Optionee shall be given not less than thirty (30) days' notice of such event and the exercisability of each outstanding option shall be accelerated so that the Optionee may within such period exercise up to the entire unexercised portion of his Option. 11. TIME OF GRANTING OPTIONS. Unless otherwise specified by the Administrator, the date of grant of an Option under the Plan shall be the date on which the Administrator makes the determination granting such Option. Notice of the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. 12. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable. 13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which such shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option -4- to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 14. RESERVATION OF SHARES. During the term of this Plan the Company shall at all times reserve and keep available the number of shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain from any regulatory body having jurisdiction and authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained. 15. OPTION AGREEMENT. Options granted under the Plan shall be evidenced by Option Agreements. -5- EX-4.2 3 EXHIBIT 4.2 EXHIBIT 4.2 OPHTHALMIC IMAGING SYSTEMS A CALIFORNIA CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT OPHTHALMIC IMAGING SYSTEMS, a California corporation (the "Company"), hereby grants to __________________ (the "Optionee"), an option (the "Option") to purchase a total of ________________ (__________) shares of Common Stock of the Company (the "Shares"), at the price set forth herein, and in all respects subject to the terms, definitions and provisions of the Company's 1995 Nonstatutory Stock Option Plan (the "Plan"), which is incorporated herein by reference. 1. NATURE OF THE OPTION. The Option is intended to be a nonstatutory option and NOT an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 2. OPTION PRICE. The Option Price is $______________ for each Share. 3. VESTING AND EXERCISE OF OPTION. The Option shall vest and become exercisable during its term in accordance with the provisions of Section 8 of the Plan as follows: A. VESTING AND RIGHT TO EXERCISE. i. The Option shall vest and become exercisable with respect to all of the Shares subject to the Option upon granting. Subject to the provisions of subparagraphs (2) and (3) below, the Optionee can exercise any portion of the Option which has vested until the expiration of the Option term. ii. In the event of the Optionee's death, disability or other termination of employment (or, in the case of a consultant, termination of such consultancy) the exercisability of the Option shall be governed by Sections 8C, 8D and 8E of the Plan. iii. The Option may not be exercised for fractional shares or for less than ten (10) shares. B. METHOD OF EXERCISE. In order to exercise any portion of this Option which has vested, the Optionee shall notify the Company in writing of the election to exercise the Option and the number of Shares in respect of which the Option is being exercised. The certificate or certificates for Shares as to which the Option has been exercised shall be registered in the name of the Optionee. C. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of the Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities law or any other law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company at the time of exercise of the Option as in the opinion of legal counsel for the Company may be required by any applicable law or regulation, including the execution and delivery of an appropriate representation statement. Accordingly, the stock certificates for the Shares issued upon exercise of this Option may bear appropriate legends restricting transfer. 4. NON-TRANSFERABILITY OF OPTION. This Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be transferred in any manner other than by will or by the laws of descent and distribution. The terms of this Option shall be binding upon the executors, administrators, heirs and successors of the Optionee. 5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee: (i) cash; (ii) certified or bank cashier's check; or (iii) such other consideration and method of payment as may be permitted under Sections 408 and 409 of the California General Corporation Law and which is authorized by the Committee, as defined in Section 3A of the Plan, at the time of the grant of the Option. 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The number of Shares covered by this Option shall be adjusted in accordance with the provisions of Section 10 of the Plan in the event of changes in the capitalization or organization of the Company, or if the Company is a party to a merger or other corporate reorganization. 7. TERM OF OPTION. This Option may not be exercised more than five (5) years from the date of grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option. -2- 8. NOT EMPLOYMENT OR CONSULTING CONTRACT. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company (or continue as a consultant of the Company) or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without cause, subject to the provisions of applicable law. This is not an employment or consulting contract. 9. INCOME TAX WITHHOLDING. The Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him any taxes required to be withheld by Federal, state or local laws as a result of the exercise of this Option. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the exercise of this Option, the Optionee agrees to pay the Company the amount of any such deficiency in cash within five (5) days after receiving a written demand from the Company to do so, whether or not Optionee is an employee of the Company at that time. DATE OF GRANT: _________________, 19____ OPHTHALMIC IMAGING SYSTEMS, a California corporation By:_______________________________ ___________________ , President The Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan. Dated:________________________ OPTIONEE __________________________________ NAME -3- CONSENT OF SPOUSE I, __________________ spouse of the Optionee who executed the foregoing Agreement, hereby agree that my spouse's interest in the shares of Common Stock subject to said Agreement shall be irrevocably bound by the Agreement's terms. I further agree that my community property interest in such shares, if any, shall similarly be bound by said Agreement and that such consent is binding upon my executors, administrators, heirs and assigns. I agree to execute and deliver such documents as may be necessary to carry out the intent of said Agreement and this Consent. Dated: ____________________ ___________________________________ -4- EX-5.1 4 EXHIBIT 5.1 EXHIBIT 5.1 May 28, 1996 Ophthalmic Imaging Systems 221 Lathrop Way, Suite I Sacramento, CA 95815 RE: REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on May 28, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 1,035,000 shares of your Common Stock, no par value per share (the "Shares"), to be issued pursuant to the 1995 Nonstatutory Stock Option Plan, (the "Plan"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan. It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI \s\ WILSON SONSINI GOODRICH & ROSATI EX-23.1 5 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1995 Nonstatutory Stock Option Plan of Ophthalmic Imaging Systems of our report dated October 12, 1995 (except for Note 11, as to which the date is November 21, 1995) with respect to the financial statements of Ophthalmic Imaging Systems included in its Annual Report (Form 10-KSB) for the year ended August 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Sacramento, California May 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----