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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): December 31, 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 is more fully described in the attached press release that is
incorporated herein by reference on January 6, 1999, OIS Optical Imaging
Systems, Inc. ("OIS" or the "Company") announced that Mr. Rex Tapp has resigned
from his positions as President and Chief Executive Officer of the Company and
as a member of the Company's Board of Directors effective as of December 31,
1998.
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; (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; and/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 January 6, 1999.
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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: January 6, 1999 By: /s/ Charles C. Wilson
---------------------------------------
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 January 6, 1999.
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EXHIBIT 99
NEWS RELEASE
Contact: Shareholder Relations
Telephone: (734) 207-1210
Northville, Michigan, January 6, 1999. OIS Optical Imaging Systems, Inc. ("OIS"
or the "Company") announced today that Mr. Rex Tapp has resigned from his
positions as President, Chief Executive Officer and a Director of OIS, effective
as of December 31, 1998. In light of the Company's recent shutdown of its
manufacturing operations, Mr. Tapp has decided to pursue other opportunities.
Mr. Tapp will, however, continue to provide consulting services to OIS through
June 1999 in connection with a number of ongoing matters, including the orderly
sale and liquidation of the Company's assets.
Mr. Charles C. Wilson, Executive Vice President and Chief Financial Officer of
OIS, will act as President of the Company and manage its remaining affairs.
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 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; (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; and/or (4) if the factors on
which the Company's conclusions are based do not conform to the Company's
expectations.
