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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): November 23, 1998
OIS OPTICAL IMAGING SYSTEMS, INC.
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(Exact name of issuer as specified in charter)
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<CAPTION>
<S> <C> <C>
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.
FORM 10-Q FOR THE THREE MONTH ENDED SEPTEMBER 30, 1998
As previously and more fully described in its Form 8-Ks dated September
18, 1998 and October 13, 1998, on September 18, 1998, OIS Optical Imaging
Systems, Inc. (the "Company") ceased it manufacturing operations in accordance
with a plant shut-down approved by its Board of Directors. Primarily due to such
occurrence and the resulting reduction of a substantial amount of its workforce,
the Company has encountered unforeseen delays in the preparation of its Form
10-K for the fiscal year ended June 30, 1998 (the "Form 10-K") and its Form 10-Q
for the three months ended September 30, 1998 (the "Form 10-Q"), particularly
with respect to the completion of its fiscal 1998 and first quarter fiscal 1999
financial statements. As a result, the Company has not filed its Form 10-K and
on November 17, 1998 filed a notification on Form 12b-25 reporting the late
filing of its Form 10-Q. At that time, the Company intended to file its Form
10-K and its Form 10-Q by November 23, 1998. However, the Company has continued
to encounter delays and does not expect to file either report for several days.
During the quarter ended September 30, 1998, the Company continued to
incur significant operating losses, which were comprised, in part, of certain
operating costs incurred due to the cessation of its manufacturing operations
on September 18, 1998.
In addition, the Company expects to record an impairment loss of
approximately $31.0 million related to the write-down of the Company's
property, plant and equipment to net realizable value in its financial
statements for the year ended June 30, 1998.
NASDAQ LISTING REQUIREMENTS
As is more fully described in the attached press release that is
incorporated herein by reference, on November 23, 1998, the Company announced
that an oral hearing is scheduled to be held on December 17, 1998 before a panel
authorized by the National Association of Securities Dealers, Inc. Board of
Governors which may result in the delisting of the Company's common stock from
the Nasdaq SmallCap Market some time shortly after such date.
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
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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 the uncertainty concerning the potential delisting of its common
stock from the Nasdaq SmallCap Market; (4) 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; and/or (5) 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: November 23, 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 NASDAQ DELISTING NOTIFICATION
Northville, Michigan. OIS Optical Imaging Systems, Inc. (NASDAQ: OVONE)
Monday, November 23, 1998-- OIS reports today that an oral hearing is scheduled
to be held on December 17, 1998 before a panel authorized by the National
Association of Securities Dealers, Inc. ("NASD") Board of Governors regarding
the potential delisting of its common stock.
By letter dated November 18, 1998, OIS was notified by the Nasdaq Stock Market,
Inc. ("Nasdaq") that pursuant to OIS's request, an oral hearing has been
scheduled for Thursday, December 17, 1998 to address OIS's failure to meet the
public filing and minimum bid price requirements of the NASD's Marketplace
Rules.
As more fully described in its Form 8-K filed today with the Securities and
Exchange Commission, due to the discontinuation of its manufacturing operations
on September 18, 1998 and the resulting reduction of a substantial amount of its
workforce, OIS has encountered unforeseen delays in the preparation of its Form
10-K for the fiscal year ended June 30, 1998 and its Form 10-Q for the three
months ended September 30, 1998, particularly with respect to the completion of
its fiscal 1998 and first quarter fiscal 1999 financial statements. As a result,
OIS has not filed either report.
Pursuant to the NASD's Marketplace Rules, OIS's request for a hearing stays the
delisting process until a final determination by the panel expected to be
rendered within fourteen days after the hearing date on December 17, 1998.
Although OIS anticipates that it will file its Form 10-K and Form 10-Q before
such date, OIS believes it is likely that the price of its common stock will
remain below the minimum bid price required by Nasdaq. Accordingly, OIS's common
stock may be delisted from the Nasdaq SmallCap Market after the hearing. In the
event of such delisting, trading, if any, in OIS's common stock may thereafter
be conducted on the Nasdaq Electronic Bulletin Board.
Prior to its shut down, OIS delivered, manufactured and sold active matrix
liquid crystal displays, primary to the commercial and military avionics
markets. OIS is based in Northville Township, Michigan.
This press release 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 OIS'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, OIS 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 OIS with the Securities and Exchange Commission, or in
other press releases or oral
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statements made by or with the approval of an authorized executive officer of
OIS. OIS'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 OIS's publicly filed
reports; (2) as a result of risks associated with its shut down plans; (3) as a
result of the uncertainty concerning the potential delisting of its common stock
from the Nasdaq SmallCap Market; (4) as a result of factors over which OIS has
no control, including the strength of domestic and foreign economies, the
overall avionics display market, sales growth, competition and certain cost
increases; and/or (5) if the factors on which OIS's conclusions are based do not
conform to OIS's expectations.
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