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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): October 13, 1998
OIS OPTICAL IMAGING SYSTEMS, INC.
(Exact name of issuer as specified in charter)
DELAWARE 0-16343 38-2544320
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
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 previously and more fully described in its Form 8-K dated September
18, 1998 and incorporated herein by reference, effective as of such date, OIS
Optical Imaging Systems, Inc. (the "Company") ceased its manufacturing
operations in accordance with a plant shut-down approved by its Board of
Directors. Primarily due to such occurrence, on September 29, 1998, the Company
filed a notification on Form 12b-25 reporting the late filing of its annual
report on Form 10-K for the fiscal year ended June 30, 1998. At that time, the
Company intended to file its Form 10-K by October 13, 1998. However, the Company
has encountered unforseen delays in the preparation of its Form 10-K,
particularly with respect to the completion of its fiscal 1998 financial
statements, and does not expect to file such report for several days.
As reported in its Form 12b-25, the Company does not anticipate
reporting any significant change in results of operations from fiscal year 1997.
The Company estimates that it will report total revenues of approximately $22.7
million and a net loss of approximately $21.2 million for the fiscal year ended
June 30, 1998. As of June 30, 1998, the Company has recorded in its balance
sheet property, plant and equipment valued at cost less accumulated depreciation
of approximately $68.6 million. Due to the operating losses incurred by the
Company during fiscal 1998 and the cessation of its manufacturing operations on
September 18, 1998, there is uncertainty regarding the ultimate disposition of
such property, plant and equipment. As a result, the Company is presently
unable to calculate the realizable value of the property, plant and equipment,
which when calculable could differ materially from the value recorder for such
property, plant and equipment on the Company's balance sheet as of June 30,
1998.
This report 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 and operational matters. 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; (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.
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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: October 13, 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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