<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OPHTHALMIC IMAGING SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
683737
(CUSIP Number)
Premier Laser Systems, Inc.
Attn: Colette Cozean
3 Morgan Avenue
Irvine, CA 92718
with a copy to:
Peter J. Tennyson, Esq.
William J. Simpson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17/th/ Floor
Costa Mesa, California 92626
(714) 668-6200
(Name, address and telephone number of person
authorized to receive notices and communications)
December 15, 1997
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
- - ------------------------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP No. 683737 13D Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
PREMIER LASER SYSTEMS, INC.
33-0472684
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[_]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 1,095,500
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
1,095,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
N/A
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 683737 13D Page 3 of 11 Pages
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%, BASED UPON THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING ON OCTOBER 31, 1997.
14. TYPE OF PERSON REPORTING
CO
<PAGE>
OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
Item 1.
The class of equity securities to which this statement relates
is the common stock, no par value per share (the "Shares"), of OPHTHALMIC
IMAGING SYSTEMS, INC. (the "Issuer").
Item 2. Identity and Background.
The name of the person filing this statement is Premier Laser
Systems, Inc., a California corporation ("Premier").
The address of the principal business and the principal office
of Premier is 3 Morgan, Irvine, California 92718. The name, business address,
present principal occupation or employment, and citizenship of each director and
executive officer of Premier is set forth on Schedule A.
Premier develops, manufactures and markets several lines of
proprietary medical lasers, fiberoptic delivery systems and associated products
for a variety of dental, ophthalmic and surgical applications.
During the last five years, neither Premier, nor any other
person controlling Premier, nor to the best of its knowledge, any of the persons
listed on Schedule A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds required by Premier to purchase
the Shares directly owned by it referred to in Item 5 hereof and to pay related
costs was approximately $1,527,067. All of such amount was obtained from
Premier's working capital.
Item 4. Purpose of Transaction.
Premier has acquired the Shares reported herein for investment
purposes based on Premier's belief that the Shares represent an attractive
investment opportunity at this time. Premier may make additional purchases of
Shares or may dispose of all or a portion of the Shares that are presently owned
or hereafter acquired, either in the open market or in private transactions,
depending on Premier's evaluation of the Issuer's business, prospects and
financial condition, the market for the Shares, other opportunities available to
Premier, prospects for Premier's own business, general economic conditions,
money and stock market conditions and other future developments and factors that
Premier may deem material to its investment decision.
Premier intends to study its investment in the Shares of the
Issuer and decide whether it wishes to request a seat on Issuer's board of
directors or take any other actions. To assist Premier in this process, Premier
-1-
<PAGE>
has retained the investment banking firm of Josephthal & Co. Inc. (a copy of
Premier's engagement letter with Josephthal & Co. Inc. is attached as an exhibit
hereto). Premier has not made a decision to propose any actions and has not
established any deadline for doing so.
Except as set forth in this Item 4, neither Premier, nor to
the best knowledge of Premier, any of its executive officers or directors,
presently has any plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Premier has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 1,095,500 Shares,
representing approximately 28.0% of the outstanding Shares of the Company as
of October 31, 1997. Except as set forth in this Item 5(a), neither Premier,
nor any other person controlling Premier, nor, to the best of its knowledge,
any persons named on Schedule A hereto owns, beneficially any Shares.
(b) Premier has the sole power to vote and to dispose of
1,095,500 Shares.
(c) Information concerning acquisitions of Shares since
October 24, 1997 is set forth on Schedule B.
(d) To the best knowledge of Premier, no other person has the
right to receive or the power to direct the receipt of any dividends from the
Shares beneficially owned by Premier.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as set forth above, to the best knowledge of
Premier, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the persons enumerated in Item 2, and any other
person, with respect to any securities of the Company, including, but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be filed as Exhibits.
Exhibit 99 Retainer letter for Josephthal & Co. Inc.,
referred to in Item 4.
-2-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 29, 1997
PREMIER LASER SYSTEMS, INC.
By: /s/ Michael L. Hiebert
----------------------------------
Name: Michael L. Hiebert
Title: Chief Financial Officer
-3-
<PAGE>
SCHEDULE A
Unless otherwise indicated, the principal business address of each director or
executive officer is Premier Laser Systems, Inc., 3 Morgan, Irvine, California
92618. Each such person is a citizen of the United States.
Executive Officers and Director
Colette Cozean, Ph.D. is a founder of the Company and has been Chairman of the
Board of Directors, President and Director of Research of the Company since it
began operations in August 1991 and became the Chief Executive Officer in 1994.
From April 1987 to August 1991, Dr. Cozean served as Director of Research and
Development, Regulatory Affairs and Clinical Programs at Pfizer Laser and in
such capacities managed the development of the laser technologies which were
acquired by the Company from Pfizer Laser. Prior to April 1987, Dr. Cozean held
various research positions at Baxter Edwards, a division of Baxter Healthcare
Corporation ("Baxter"), and American Technology and Ventures, a division of
American Hospital Supply Company ("American Hospital"). Baxter and American
Hospital are manufacturers and suppliers of advanced medical products. Dr.
Cozean holds a Ph.D. in biomedical engineering and an M.S. in Electrical
Engineering from Ohio State University, a B.S. in biomedical engineering from
the University of Southern California, and a B.A. in physical sciences from
Westmont College.
Tom Hazen has been the Company's Executive Vice President - Operations since
October 1997. From 1992 to 1997, Mr. Hazen was Vice President of Operations at
Imagyn Medical, Inc., a health-care technology company and, from 1991 to 1992,
was Vice President of Operations for MICA Technology Services, an MRI/CT scan
services company. Mr. Hazen holds a B.S. in Mechanical Engineering from the
University of Arizona and an M.B.A. from the Univesity of California at Los
Angeles.
T. Daniel Caruso, Jr. has been Vice President, Sales and Marketing of the
Company since July 1992 and became a Senior Vice President in May 1996. From
July 1989 to April 1992, Mr. Caruso was Vice President, Sales and Marketing at
Hycor Biomedical, a laboratory diagnostics company. From March 1988 to July
1989, Mr. Caruso was President and Chief Executive Officer of Physicians Home
Infusion Care, a home health care company. Mr. Caruso has a B.S. in Biology and
Chemistry and an M.B.A. in marketing from the University of Southern California.
Ronald E. Higgins is a founder, Vice President, Regulatory Affairs and Quality
Assurance and Secretary of the Company, a position he held since January 1995.
From the founding of the Company in August 1991 to January 1995, Mr. Higgins was
Vice President, Operations. From September 1989 to August 1991, Mr. Higgins was
Manager of Regulatory Affairs and Quality Assurance at Pfizer Laser. From
January 1987 to September 1989, Mr. Higgins was Director of Regulatory Affairs
at Cardio Pulmonics, a medical device company. Mr. Higgins holds a B.S. in
Zoology from the University of Utah and has completed post graduate work in the
areas of biochemistry, educational training, regulatory affairs, manufacturing
and engineering.
Michael L. Hiebert has been the Company's Vice President, Finance and Chief
Finance Officer since November 5, 1996. Prior to joining the Company, Mr.
Hiebert was the controller and director of management information systems and
business analysis of Urethane Technologies, Inc., a plastics manufacturer, which
position he held from 1994 to 1996. From 1992 to 1994, Mr. Hiebert was Vice
-4-
<PAGE>
President, Finance and Administration of Active Organics, Inc., a cosmetics
manufacturer, and from 1987 to 1992 he was an accounting manager with the
general engineering firm of C.A. Rasmussen, Inc. Mr. Hiebert has a B.S. in
Business Adminstration with an emphasis in finance, and an M.B.A. from
California State University at Northridge.
Patrick J. Day has served as a director of the Company since August 1991. Mr.
Day is a Certified Public Accountant and owns a CPA firm which he established in
1967. He has served as a director for several organizations including the First
Presbyterian Church of Hollywood and many private companies. Mr. Day is the
father of Dr. Cozean, the Company's Chairman of the Board, Chief Executive
officer and President. Mr. Day has a B.A. in accounting from the University of
Idaho.
Grace Ching-Hsin Lin has served as a director of the Company since February
1992. Ms. Lin has been an agent providing real estate consulting services for
Security Trust Realty since April 1988 and an owner of South Pacific Investment,
an investment management company, since 1989.
G. Lynn Powell, D.D.S. Dr. Powell joined the Board of Directors in January 1997.
Dr. Powell has been on the faculty at the University of Utah since 1982, where
he currently serves as the Assistant Dean for Dental Education in the School of
Medicine and Professor in the Department of Pathology. He is a patent holder who
has performed extensive research in the field of dentistry serving as primary
investigator on several funded grants and is author or co-author of over 45
papers in journals, a majority of which relate to the use of lasers in
dentistry. He serves as a reviewer for three dental and laser journals, has
lectured nationally as well as internationally and routinely presents his work
at research meetings. Dr. Powell is the current President of the International
Society for Lasers in Dentistry. Dr. Powell received his D.D.S. from the
University of Washington and was on the full time faculty in Restorative
Dentistry at that institution for ten (10) years.
E. Donald Shapiro joined the Board of Directors in August 1994. Since 1983, Mr.
Shapiro has served as the Joseph Solomon Distinguished Professor of Law at New
York Law School where he served as both Dean and Professor of Law from 1973 to
1983. He is Supernumerary Fellow of St. Cross College at Oxford University,
England. Mr. Shapiro received a J.D. degree at Harvard Law School. He currently
serves on the Boards of Directors for several public companies including Loral
Space and Communications, Ltd., Eyecare Products PLC, Kranzco Realty Trust,
Group Health Incorporated, Vasomedical Corporation, United Industrial, Telepad,
Inc. and Food Entertainment, Inc. He also serves on the Board of Directors of
Bank Leumi.
-5-
<PAGE>
SCHEDULE B
As follows are the date, number of shares purchased, price per share and the
aggregate purchase price of transactions by Premier in shares of the Issuer
since October 24, 1997:
All of the purchases of Shares set forth below were made in the open market.
<TABLE>
<CAPTION>
Date of Number of Aggregate
Transaction Shares Purchased Price Per Share Purchase Price
- - ----------- ---------------- --------------- --------------
<S> <C> <C> <C>
10/29/97 23,700 $ 1.00 $ 23,700.00
11/03/97 7,500 1.00 7,500.00
11/03/97 3,500 0.968 3,388.00
11/04/97 1,000 0.937 937.00
11/11/97 36,600 1.00 36,600.00
11/12/97 16,400 1.00 16,400.00
12/12/97 7,410 0.625 4,631.25
12/15/97 7,590 0.687 5,214.33
12/16/97 25,600 0.937 23,987.20
12/16/97 4,800 0.812 3,897.60
12/17/97 900 1.00 900.00
12/19/97 1,500 1.062 1,593.00
12/19/97 6,000 1.125 6,750.00
12/19/97 10,000 1.156 11,560.00
12/19/97 7,200 1.218 8,769.60
12/19/97 500 1.187 593.50
12/19/97 10,600 1.250 13,250.00
12/22/97 5,000 1.156 5,780.00
12/22/97 800 1.187 949.60
12/22/97 16,500 1.25 20,625.00
12/23/97 9,000 1.25 11,250.00
12/23/97 7,000 1.281 8,968.75
12/23/97 13,000 1.312 17,062.50
12/23/97 12,000 1.34375 16,125.00
12/23/97 5,000 1.375 6,875.00
12/23/97 1,500 1.46875 2,203.125
12/23/97 9,000 1.50 13,500.00
12/23/97 500,000 1.50 750,000.00
12/24/97 30,000 1.50 45,000.00
12/24/97 20,000 1.484375 29,687.50
12/24/97 5,000 1.46875 7,343.75
12/26/97 175,000 1.6875 295,312.50
12/26/97 5,500 1.59375 8,765.63
12/26/97 4,000 1.50 6,000.00
</TABLE>
-6-
<PAGE>
EXHIBIT 99
[December 17, 1997]
Dr. Colette Cozean
Premier Laser Systems, Inc.
3 Morgan
Irvine, California 92718
Re: Interest in Ophthalmic Imaging Systems, Inc. ("OISI")
Dear Colette:
This letter agreement is to confirm our telephonic agreement
and to supplement our Investment Banking Agreement and Indemnification
Agreement, each dated July 31, 1997, whereby Josephthal & Co., Inc.
("Josephthal") shall assist Premier Laser Systems, Inc. (the "Company") in
connection with its potential interest in OISI (the "Letter Agreement"). The
Company shall pay Josephthal an initial retainer of $50,000 upon execution of
this Letter Agreement.
In the event that the Company determines to and does (i)
commence a tender or exchange offer for outstanding shares of OISI; or (ii) make
a formal proposal to acquire control of OISI; or (iii) commence a proxy contest,
consent solicitation or other similar transaction relating to OISI, then the
Company shall pay Josephthal an additional seventy five thousand dollars
($75,000) upon the first to occur of an action listed in (i), (ii) or (iii)
above ("Action Fee").
In the event that the Company determines to and does obtain
majority representation on the Board of Directors of OISI or in the event that
the Company determines to and does achieve ownership of more than 50% of the
outstanding shares of the Common Stock of OISI, the Company shall pay Josephthal
a fee of two hundred thousand dollars ($200,000) ("Investment Fee") within ten
(10) business days after the consummation of such event. Notwithstanding the
foregoing, if at any time during the term of our engagement hereunder, the
Company sells all or substantially all of its position in OISI, the Company
shall to Josephthal pay within ten (10) business days after the completion of
such sale a fee ("Sale Fee") equal to the lesser of (x) 50% of the excess of the
sales price of the shares it sells over the Company's purchase price of such
shares or (y) one hundred thousand dollars ($100,000); provided, however, that
in no event shall the Sale Fee be less than $25,000. Josephthal shall not be
entitled to both the Investment Fee and the Sale Fee. If the events giving rise
to such fees occur more than 12 months following either party's termination of
this Letter Agreement, Josephthal shall not be entitled to either the Investment
Fee or Sale Fee. Either party shall be entitled to cancel Josephthal's
engagement under this Letter Agreement by giving written notice of cancellation
to the other party, however, in the event that the Company achieves any of the
actions mentioned above that would entitle Josephthal to an Action Fee and
either a Success Fee or a Sale Fee, within 12 months of such cancellation, then
Josephthal shall still be entitled to such Action Fee, and either a Success Fee
or Sale Fee.
This Letter Agreement shall supplement each of the Investment
Banking Agreement and the Indemnification Agreement, each of which shall remain
in full force and effect. The fee structure set forth above applies only to the
Company's actions in connection with OISI. All other transactions remain subject
to the fee structure contained in Sections 2-6 of the Investment Banking
Agreement. By executing
-7-
<PAGE>
this Agreement, the Company acknowledges and agrees that this Letter Agreement
shall be incorporated into and made a part of each of the Investment Banking
Agreement and the Indemnification Agreement, copies of which are attached hereto
as Exhibit A. Please acknowledge our mutual agreement by signing this Letter
Agreement in duplicate, returning one original to us and retaining the other for
your records.
Sincerely,
JOSEPHTHAL & CO. INC.
By: /s/ Scott Weisman
-----------------------------------------
Scott Weisman, Managing Director
Acknowledged and agreed:
PREMIER LASER SYSTEMS, INC.
By: /s/ Dr. Colette Cozean
-------------------------------------------
Dr. Colette Cozean, President
-8-
