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): August 4, 2011

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)	(IRS Employer Identification No.)

221 Lathrop Way, Suite I

Sacramento, California 95815

(Address of principal executive offices) (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 2.01 Completion of Acquisition or Disposition of Assets.

On August 4, 2011, Merge Healthcare Incorporated, a Delaware corporation (“Merge”), completed its acquisition (the “Merger”) of Ophthalmic Imaging Systems, a California corporation (“OIS” or the “Company”), pursuant to an Agreement and Plan of Merger, dated as of June 5, 2011 (the “Merger Agreement”), by and among Merge, OIS and ES Acquisition Corp., a California corporation and wholly-owned subsidiary of Merge (“Merger Sub”). As a result of the Merger, the separate corporate existence of Merger Sub ceased, OIS became a wholly-owned subsidiary of Merge and OIS’ common stock ceased being quoted on the OTC Bulletin Board.

Under the terms of the Merger Agreement, each outstanding share of OIS common stock issued and outstanding immediately prior to the effective time of the Merger on August 4, 2011 (the “Effective Time”) (other than any dissenting shares) was, at the Effective Time, converted into the right to receive 0.1693 shares of Merge common stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the second paragraph of Item 2.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, each of the directors and officers of the Company resigned from their positions as directors and officers of the Company, effective as of the Effective Time.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Jeffery Surges became the President and Chief Executive Officer of the Company, Justin C. Dearborn became the Chief Financial Officer of the Company and Ann G. Mayberry–French became the General Counsel & Corporate Secretary of the Company. Pursuant to the terms of the Merger Agreement, as of the Effective Time, Jeffery Surges and Justin C. Dearborn became the directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated. The amended and restated articles of incorporation of OIS are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

Merge issued a press release on August 5, 2011 announcing the completion of its acquisition of OIS as described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Articles of Incorporation of the Registrant as filed with the Secretary of State of the State of California on August 4, 2011
99.1	News Release of Merge Healthcare Incorporated dated August 5, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPHTHALMIC IMAGING SYSTEMS
By:	/s/ Ann G. Mayberry-French
Name: Ann G. Mayberry-French
Title: General Counsel and Corporate Secretary

Date: August 8, 2011

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Articles of Incorporation of the Registrant as filed with the Secretary of State of the State of California on August 4, 2011
99.1	News Release of Merge Healthcare Incorporated dated August 5, 2011

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

OPHTHALMIC IMAGING SYSTEMS

FIRST: The name of this corporation is Ophthalmic Imaging Systems.

SECOND: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD: This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is One Thousand (1,000) shares of Common Stock, $0.01 par value.

FOURTH: The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent possible under California law.

FIFTH: The corporation is authorized to provide indemnification to agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to limits on such excess indemnification as set forth in Section 204 of the California Corporations Code.

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Press Contact:

Brenda Stewart

Director of Marketing Communications

312-540-6622

brenda.stewart@merge.com

Merge Healthcare Completes Acquisition of Ophthalmic Imaging Systems (OIS)

Adds ophthalmic imaging solution and EMR to its image interoperability and informatics portfolio

Chicago, IL, 05 Aug 2011

Merge Healthcare (NASDAQ: MRGE), a leading provider of enterprise imaging and interoperability solutions, and Ophthalmic Imaging Systems (OIS) (OTC/BB: OISI), one of the country’s top providers of digital imaging and informatics solutions for ophthalmology and other medical specialties, announced today the completion of Merge’s acquisition of Ophthalmic Imaging Systems (OIS) (OTC/BB: OISI).

Merge Healthcare will add OIS’ ophthalmic imaging and informatics solutions, including a highly regarded single platform electronic health record (EHR) and practice management system, a digital imaging management solution and a modular imaging device that can capture images of both the anterior and posterior segments of the eye to its growing portfolio which currently includes image interoperability solutions for radiology, cardiology, orthopaedics and surgery.

“This is an exciting time for Merge as demand for ophthalmic imaging solutions has increased due to factors such as an aging population, early disease recognition, and the growing need for portable diagnostic equipment,” said Jeff Surges, CEO of Merge Healthcare. “Plus, we are now in a unique position to capitalize on the growing EHR market specific to image-intensive specialties.”

“For patients and physicians, this acquisition will enable us to create a more effective and efficient electronic

healthcare experience across an even wider range of image-intensive specialties,” continued Surges. “In terms of client growth, it will provide us with significant opportunities in 2012 and beyond as we can now provide our industry-leading image interoperability solutions to new markets.”

OIS’s client base of more than 2,000 sites – representing over 60% of the top ophthalmic institutions in the United States – will join Merge’s client base of 1,500 hospitals and 4,000 clinics and practices.

About Merge Healthcare

Merge Healthcare is the leading provider of enterprise imaging and interoperability solutions. Merge Healthcare solutions facilitate the sharing of images to create a more effective and efficient electronic healthcare experience for patients and physicians. Merge Healthcare provides enterprise imaging solutions for radiology, cardiology and orthopaedics; a suite of products for clinical trials; software for financial and pre-surgical management, and applications that fuel the largest modality vendors in the world. Merge Healthcare’s products have been used by healthcare providers, vendors and researchers worldwide to improve patient care for more than 20 years. Additional information can be found at www.merge.com.

Cautionary Notice Regarding Forward-Looking Statements

The matters discussed in this news release may include forward-looking statements, which could involve a number of risks and uncertainties. When used in this press release, the words “will,” “believes,” “intends,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those expressed in, or implied by, such forward-looking statements. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements

About Ophthalmic Imaging Systems

Ophthalmic Imaging Systems (www.oisi.com) is a leading provider of ophthalmic digital imaging and informatics systems. OIS designs, develops, manufactures and markets digital imaging systems, image management and integrated electronic medical records (“EMR”) and practice management (“PM”) solutions for the eye care market. With more than 25 years in the ophthalmic imaging business, OIS has consistently introduced new, innovative technologies. Through its wholly owned subsidiary, Abraxas Medical Solutions, OIS provides EMR and PM software to OB/GYN, orthopedic and primary care physicians. Both OIS EMR Version 4.1.7 and Abraxas EMR Version 4.1.7 are 2011/2012 compliant and have been certified as Complete EHR by the Certification Commission for Health Information Technology (CCHIT^®), an Office of the National Coordinator—Authorized Testing and Certification Body. OIS markets and supports its products through an extensive network of dealers, distributors and direct representatives.

Ophthalmic Imaging Systems Cautionary Notice Regarding Forward-Looking Statements

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 OIS’ control, which may cause actual results, performance, or achievements of OIS 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 OIS’ periodic filings with the Securities and Exchange Commission.