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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): January 6, 1999
OIS OPTICAL IMAGING SYSTEMS, INC.
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(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 7, 1999, OIS Optical Imaging
Systems, Inc. ("OIS" or the "Company") announced that the Nasdaq Stock Market,
Inc. ("Nasdaq") has notified the Company that its securities have been delisted
from the Nasdaq SmallCap Market, effective with the close of business, January
6, 1999.
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 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 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
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.
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 7, 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 7, 1999 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 January 7, 1999.
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EXHIBIT 99
NEWS RELEASE
Contact: Shareholder Relations
Telephone: (734) 207-1210
OIS ANNOUNCES DELISTING OF SECURITIES FROM NASDAQ
Northville, Michigan. OIS Optical Imaging Systems, Inc. (NASDAQ: OVONE)
Thursday, January 7, 1999 -- OIS Optical Imaging Systems, Inc. ("OIS" or the
"Company") reports today that the Nasdaq Stock Market, Inc. ("Nasdaq") has
notified OIS that the Company's securities have been delisted from the Nasdaq
SmallCap Market, effective with the close of business, January 6, 1999, because
of the Company's inability to remain in compliance with certain maintenance
standards required for continued listing on the Nasdaq SmallCap Market,
including the net tangible assets and minimum bid price requirements. The notice
from Nasdaq also indicated that the Company does not currently meet Nasdaq's
market maker requirement.
The Company remains a reporting company under the Securities and Exchange
Commission's rules. Additionally, the Company's securities may be eligible for
quotation on the OTC Bulletin Board to the extent that at least one of its
market makers files for such quotation and is approved by the National
Association of Securities Dealers (the "NASD"). The OTC Bulletin Board is
operated by the NASD as a forum for electronic trading and quotation.
As more fully described in its Form 8-K filed on September 22, 1998 with the
Securities and Exchange Commission, the Company discontinued operations at its
Northville facility on September 18, 1998 in accordance with a shut down plan
approved by its board of directors. Prior to its shut down, OIS delivered,
manufactured and sold active matrix liquid crystal displays, primarily 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 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
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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