-----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, UFbE8p1V5O3eY5OkI1fsQ+axYPc/C0PSDRKV7k+dIULFsZIL1v71oEPZ//1FgUu8 +OX++vD8F3NIbIlJpS7ddg== 0001001277-98-000139.txt : 19981217 0001001277-98-000139.hdr.sgml : 19981217 ACCESSION NUMBER: 0001001277-98-000139 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980831 FILED AS OF DATE: 19981216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 001-11140 FILM NUMBER: 98770799 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STE 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 10KSB/A 1 AMENDMENT TO 10-KSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File Number 1-11140 OPHTHALMIC IMAGING SYSTEMS (Name of Small Business Issuer in its Charter) California 94-3035367 (State or Other Jurisdiction I.R.S. Employer Identification No.) of Incorporation or Organization) 221 Lathrop Way, Suite I 95815 Sacramento, California (Zip Code) (Address of Principal Executive Offices) (916) 646-2020 (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, No Par Value (Title of class) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes XX No Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] The issuer's revenues for its most recent fiscal year was $6,277,370. The aggregate market value of the Common Stock of the issuer held by non-affiliates as of November 30, 1998, was approximately $1,170,537 by reference to the average bid and ask price of the Common Stock as quoted by Nasdaq OTC Bulletin Board on such date. As of November 30, 1998, there were 4,155,428 issued and outstanding shares of issuer's Common Stock. Traditional Small Business Disclosure Format (check one): Yes No XX 2 FORM 10-KSB/A Table of Contents PART II Item 7. Financial Statements PART III Item 13. Exhibits and Reports on Form 8-K 3 The Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-KSB for the year ended August 31, 1998 as follows: 1. The Report of Ernst & Young LLP, Independent Auditors as part of the financial statements included in Item 7 of the Registrant's Form 10-KSB is replaced in its entirety with the attached. 2. Exhibit 23.2 filed with the Registrant's Form 10-KSB is replaced in its entirety with the attached. The purpose of this amendment is to replace the above referenced documents, which replacement documents reflect modifications of which the Registrant became aware after originally filing its Form 10-KSB. PART II Item 7. Financial Statements The Report of Ernst & Young LLP, Independent Auditors as part of the financial statements included in Item 7 of the Registrant's Form 10-KSB is replaced in its entirety with the attached hereto. PART III Item 13. Exhibits and Reports on Form 8-K A. Exhibits Exhibit Number Description of Exhibit 23.2 Consent of Ernst & Young LLP, Independent Auditors. 4 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this amendment to Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized. OPHTHALMIC IMAGING SYSTEMS Date: December 16, 1998 By /s/ STEVEN R. VERDOONER Steven R. Verdooner, Chief Executive Officer, Chief Financial Officer and Secretary In accordance with the Exchange Act, this amendment to Form 10-KSB has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ STEVEN R. VERDOONER Chief Executive Officer, Chief December 16, 1998 Steven R. Verdooner Financial Officer, Secretary and Director (Principal Executive Officer and Principal Financial Officer) /s/ STEVEN C. LAGORIO Director of Finance December 16, 1998 - --------------------- (Principal Accounting Officer) Steven C. Lagorio /s/ MARK S. BLUMENKRANZ, M.D. Director December 16, 1998 Mark S. Blumenkranz, M.D. /s/ ROBERT W. MEDEARIS Director December 16, 1998 - ---------------------- Robert W. Medearis /s/ ROBERT I. SCHNUER Director December 16, 1998 - --------------------- Robert I. Schnuer /s/ Lawrence A. Yannuzzi Director December 16, 1998 Lawrence A. Yannuzzi, M.D. F-1A Report of Ernst & Young LLP, Independent Auditors The Board of Directors and Stockholders Ophthalmic Imaging Systems We have audited the accompanying statements of operations, stockholders, equity, and cash flows for the year ended August 31, 1997 of Ophthalmic Imaging Systems. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Ophthalmic Imaging Systems for the year ended August 31, 1997, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Sacramento, California October 21, 1997 5 EXHIBIT INDEX Exhibit Number Description of Exhibit 23.2 Consent of Ernst & Young LLP, Independent Auditors. EX-23 2 CONSENT OF ERNST & YOUNG Exhibit 23.2 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-57518 and Form S-8 No. 333-0461) pertaining to the Stock Option Plan and the 1995 Nonstatutory Stock Option Plan of Ophthalmic Imaging Systems of our report dated October 21, 1997, with respect to the 1997 financial statements of Ophthalmic Imaging Systems included in the Annual Report (Form 10-KSB) for the year ended August 31, 1998. ERNST & YOUNG LLP Sacramento, California December 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----