<PAGE> 1
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) September 1, 1998
------------------------------
OIS OPTICAL IMAGING SYSTEMS, INC.
- --------------------------------------------------------------------------------
Exact Name of Registrant as Specified in its Charter
Delaware 0-16343 38-2544320
- --------------------------------------------------------------------------------
(State of other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
47050 Five Mile Road, Northville, Michigan 48167
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (734) 454-5560
----------------------------
<PAGE> 2
ITEM 5 - OTHER EVENTS.
As is more fully described in the attached press release, on September
1, 1998, OIS Optical Imaging Systems, Inc. ("OIS") announced the disappointing
results of a strategic initiative it has been undergoing for several months.
OIS's majority shareholder, Guardian Industries Corp. has advised the OIS Board
of Directors that, while it has not made a final determination to cease funding
the Company, such determination is being seriously considered.
This report, including the press release attached hereto, contains
statements that are not based on historical fact and are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Among other things, they regard the Company's liquidity, financial
condition, operational matters and certain strategic initiatives and
alternatives and their potential outcomes. Words or phrases denoting the
anticipated results of future events, such as "anticipate," "believe,"
"estimate," "expects," "may," "not considered likely," "are expected to," "will
continue," "project," and similar expressions that denote uncertainty are
intended to identify such forward-looking statements. Additionally, from time to
time, the Company or its representatives have made or may make oral or written
forward-looking statements. Such forward-looking statements may be included in
various filings made by the Company with the Securities and Exchange Commission,
or in other press releases or oral statements made by or with the approval of an
authorized executive officer of the Company. The Company's actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, such forward-looking statements: (1) as a result of risks and
uncertainties identified in the Company's publicly filed reports; (2) as a
result of the outcome of one or more of the initiatives or alternatives
described in the press release attached hereto; (3) as a result of factors over
which the Company has no control, including the strength of domestic and foreign
economies, the overall avionics display market, sales growth, competition and
certain cost increases; or (4) if the factors on which the Company's conclusions
are based do not conform to the Company's expectations.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS.
OIS Press Release dated September 1, 1998.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
OIS OPTICAL IMAGING SYSTEMS, INC.
Date: September 11, 1998 By: /s/ Charles C. Wilson
------------------------------
Charles C. Wilson
Executive Vice President,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX. 99 OIS Press Release dated September 1, 1998
<PAGE> 1
EXHIBIT 99
NEWS RELEASE
Contact: Shareholder Relations
Telephone: (734) 454-5560
OIS ANNOUNCES DISAPPOINTING RESULTS
OF STRATEGIC INITIATIVE
Northville, Michigan, September 1, 1998.
OIS Optical Imaging Systems, Inc. (NASDAQ: OVON) reports today that its
previously announced strategic initiative has not to date resulted in a
financing or in the sale of the Company. As disclosed in recent quarterly
reports, OIS has been exploring a full range of strategic alternatives, with the
encouragement and cooperation of Guardian Industries Corp., OIS's majority
shareholder.
In February, OIS engaged BancAmerica Robertson Stevens ("BARS") to
assist it in these efforts. Since that time, BARS has approached a number of
strategic and financial investors in connection with a possible financing or the
sale of the Company. These efforts have not resulted in the acquisition of
financing or the sale of the Company.
For the last several years, Guardian has been the primary source of
funding for the Company. At a recent OIS Board meeting, Guardian informed the
Board of OIS that, while it has not made a final determination to cease funding
the Company, such determination is being seriously considered.
The Company is in discussions with its major avionics display customers
to explore the possibility of a sale of the Company's operations to one of these
customers or a consortium of these customers. If these efforts are not
successful and Guardian discontinues its funding, the Board of OIS is
considering the dissolution of the Company and an orderly liquidation of its
assets. In the event of an orderly liquidation, OIS expects to pay all of its
current trade creditors in full. Because of the existing debt and other
obligations, it is not considered likely that the shareholders of the Company
would receive any proceeds in the event of a sale or liquidation.
OIS continues to operate its business in the normal course, is current
on all its deliveries and is paying its debts as they come due.
OIS Optical Imaging Systems develops, manufactures and sells active
matrix liquid crystal displays ("AMLCDs"). The Company's principal market for
AMLCDs is commercial and military avionics. The Company also derives revenue
from the manufacture and sale of image sensors and from licensing and royalty
agreements with respect to its intellectual property. The Company manufactures
AMLCDs and sensors at its 108,000 square foot facility in Northville Township,
Michigan.
