<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
OIS Optical Imaging Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
670852102
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert H. Gorlin
2300 Harmon Road
Auburn Hills, Michigan 48326-1714
(248) 340-2178
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with the statement. / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Page 1 of 7 Pages)
- ---------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 670852102 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Guardian Industries Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 77,562,451
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
77,562,451
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,562,451
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
/ /
79.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 670852102 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GD Investments Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 77,562,451
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
77,562,451
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,562,451
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
/ /
79.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 670852102 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Davidson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 78,562,451
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
78,562,451
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,562,451
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
/ /
80.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
The facts set forth in Item 1 of the previously filed Schedule
13D, as amended, have not materially changed as of the date of this Amendment
No. 9.
ITEM 2. IDENTITY AND BACKGROUND.
The facts set forth in Item 2 of the previously filed Schedule
13D, as amended, have not materially changed as of the date of this Amendment
No. 9.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As previously reported, Guardian and Davidson capitalized
GDIC, in part, by contributing shares of Common Stock and Series B Preferred to
GDIC previously acquired by Guardian and Davidson. The source of funds for
acquisitions of the Issuer's securities by Guardian and Davidson were Guardian's
working capital and Davidson's personal funds. The source of funds for GDIC's
acquisition of Series B Preferred was GDIC's working capital.
ITEM 4. PURPOSE OF TRANSACTION
Guardian and GDIC have determined, and advised the Issuer,
that, as of September 18, 1998, they will not make any further debt or equity
investments in the Issuer.
The Issuer has publicly announced that, given its inability to
attract additional equity investments and lack of funding for continuing
operations, it has ceased manufacturing operations in accordance with a plant
shut-down plan approved by its board of directors and is considering dissolution
and liquidation of its assets. Dissolution of the Issuer could result in a
delisting of the Issuer's Common Stock from the NASDAQ National Market System
and the Common Stock becoming eligible for termination of registration under the
Securities Exchange Act of 1934, as amended.
Except as set forth herein, neither Guardian, GDIC nor
Davidson have any present plans or proposals that relate to, or would result in,
(a) the acquisition of additional securities of the Issuer or the disposition of
securities of the Issuer, (b) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
securities, (c) a sale or transfer of a material amount of assets of the Issuer,
(d) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f) any other
<PAGE> 6
Page 6 of 7 Pages
material change in the Issuer's business or corporate structure, (g) any changes
in the Issuer's charter, bylaws or other actions which may impede the
acquisition of control of the Issuer by any person, (h) a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) GDIC beneficially owns 77,562,451 shares of Common Stock
(or approximately 79.6% of the shares that are deemed to be outstanding under
the Rules of the Securities and Exchange Commission).
Guardian controls GDIC and as the majority shareholder of
GDIC, could be considered a beneficial owner of the 77,562,451 shares of Common
Stock owned by GDIC (or approximately 79.6% of the shares that are deemed to be
outstanding under the Rules of the Securities and Exchange Commission).
Davidson controls Guardian and, as the controlling shareholder
of Guardian, could be considered a beneficial owner of the 77,562,451 shares of
Common Stock beneficially owned by Guardian (or approximately 79.6% of the
shares of Common Stock that are deemed to be outstanding under the Rules of the
Securities and Exchange Commission). In addition, Mr. Davidson is the record and
beneficial owner of an additional 1,000,000 shares of Common Stock of the
Company (which constitutes approximately 1% of the Common Stock of the Company).
(b) GDIC owns outright and has sole voting and dispositive
power with respect to the shares it beneficially owns. Guardian and Davidson
also have sole voting and dispositive power with respect to the shares of Common
Stock of the Company which they beneficially own through GDIC. In addition,
Davidson has sole voting and dispositive power with respect to the 1,000,000
shares he owns.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The facts set forth in Item 6 of the previously filed Schedule
13D, as amended, have not materially changed as of the date of this Amendment
No. 9.
<PAGE> 7
Page 7 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The facts set forth in Item 7 of the previously filed Schedule
13D, as amended, have not materially changed as of the date of this Amendment
No. 9.
SIGNATURE.
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, correct and complete.
Date: September 18, 1998
*
- ---------------------------------------------
WILLIAM DAVIDSON, By Robert H. Gorlin,
Attorney-in-fact, pursuant to power
of attorney filed as Exhibit 12.
GUARDIAN INDUSTRIES CORP.
By: /s/ Robert H. Gorlin
------------------------------------------
Name: Robert H. Gorlin
Title: Vice President and General Counsel
GD INVESTMENTS CORP.
By: /s/ Robert H. Gorlin
-------------------------------------------
Name: Robert H. Gorlin
Title: Vice President and Secretary
* /s/ Robert H. Gorlin
- ---------------------------------------------
Robert H. Gorlin, Attorney-in-fact
