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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 18, 1998
OIS OPTICAL IMAGING SYSTEMS, INC.
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(Exact name of issuer as specified in charter)
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DELAWARE 0-16343 38-2544320
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
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47050 FIVE MILE ROAD
NORTHVILLE, MICHIGAN 48167
(Address of principal executive offices)
(734) 454-5560
(Registrant's telephone number, including area code)
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ITEM 5 - OTHER EVENTS.
As is more fully described in the attached press release that is
incorporated herein by reference, on September 18, 1998, OIS Optical Imaging
Systems, Inc. ("OIS") announced that is has ceased it manufacturing operations.
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 risks associated with its shut down plans 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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99 OIS Press Release dated September 18, 1998
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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 21, 1998 By: /s/ Charles C. Wilson
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Charles C. Wilson
Executive Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
Exhibit No. Description
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99 OIS Press Release dated September 18, 1998
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EXHIBIT 99
OIS CEASES MANUFACTURING OPERATIONS
NORTHVILLE, Mich., Sept. 18-- OIS Optical Imaging Systems, Inc.
(Nasdaq: OVON) reports that, effective today, OIS has ceased its manufacturing
operations in accordance with a plant shut-down plan approved by its Board of
Directors. Approximately 220 OIS employees were informed today that their
employment with OIS would cease immediately. A core group of employees required
to implement the shut-down will continue to work for a limited period of time.
As disclosed in its 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 1998, OIS
retained an investment banking firm and, since that time, has contacted numerous
companies in the avionics and electronics industries, among others, in an effort
to attract one or more investors with a strategic interest in financing or
acquiring OIS's business. In recent months, OIS and Guardian also attempted to
interest a group of OIS's key display customers in acquiring control of OIS.
However, these customers were not interested in pursuing such an arrangement.
Following the unsuccessful conclusion of this lengthy and exhaustive
strategic investment process, Guardian informed OIS that it would not make any
further investments in OIS.
Although Guardian will not make any additional investments in OIS, OIS
anticipates that funds received under its tax sharing agreement with Guardian
and through the disposition of its assets will be sufficient to allow OIS to
implement the shut-down plan and to pay its debts as they become due. OIS is,
and expects to remain, current on its obligations and also expects to pay all of
its trade creditors in full.
The Board of Directors is now considering the dissolution of OIS and
the orderly liquidation of its assets. Because of the existing debt and other
obligations of OIS, it is not considered likely that OIS shareholders will
receive any proceeds of the liquidation.
Prior to its shut-down, OIS manufactured and sold active matrix liquid
crystal displays, primarily to the commercial and military avionics markets. OIS
is based in Northville Township, Michigan.
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