PREMIER LASER SYSTEMS INC
10-Q, 1997-11-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>
 
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

(Mark One)

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 1997

                                      OR

[_]                TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ___________ to ___________

                        Commission file number  0-13966
                                               ---------

                          Premier Laser Systems, Inc.
                          ---------------------------
            (Exact name of registrant as specified in its charter)

            California                              33-0476284
            ----------                              ----------  
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)  

                      3 Morgan, Irvine, California, 92618
                      -----------------------------------
                   (Address of principal executive offices)

                                 (714) 859-0656
                                 --------------
              (Registrant's telephone number, including area code)

                       ---------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X    No 
    ---      ---    

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes       No 
    ---      ---
                     APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date (November 12, 1997):
<TABLE>
<CAPTION>
 
<S>                                           <C>          <C>
                 Class A Common Stock:        12,332,931   Shares
                                              ----------
                 Class E-1 Common Stock:       1,257,499   Shares
                                              ----------
                 Class E-2 Common Stock:       1,257,499   Shares
                                              ----------
</TABLE>
<PAGE>
 
                        PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements


                          PREMIER LASER SYSTEMS, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE> 
<CAPTION> 
                                                                      SEPTEMBER 30,         MARCH 31,
                                                                          1997                1997
                                                                      -------------      ------------
                                                                       (Unaudited)
                                    Assets
<S>                                                                   <C>                <C> 
Current assets:
  Cash and cash equivalents                                            $ 10,703,349      $    173,610
  Short-term investments                                                  9,775,235         3,968,288
  Restricted cash                                                         2,150,000         1,050,000
  Accounts receivable, net of allowance for doubtful accounts of
    $430,991 at September 30, 1997 and $387,263 at March 31, 1997         4,614,622         1,718,312
  Inventories                                                             5,758,034         2,964,632
  Prepaid expenses and other current assets                               1,778,359           783,319
                                                                       ------------      ------------
Total current assets                                                     34,779,599        10,658,161
Property and equipment, net                                               1,297,920           780,945
Intangibles, net                                                         15,011,281         7,875,028
Other assets                                                                      0             6,477
                                                                       ------------      ------------
Total assets                                                           $ 51,088,800      $ 19,320,611
                                                                       ============      ============

                    Liabilities and shareholders' equity

Current liabilities:
  Accounts payable                                                     $  3,458,729      $  1,217,256
  Line of credit                                                          1,946,724           800,000
  Accrued compensation and related costs                                    566,723           318,000
  Other accrued liabilities                                               3,062,184           272,369
  Notes payable and current portion of capital lease obligations             35,533            31,920
                                                                       ------------      ------------
Total current liabilities                                                 9,069,893         2,639,545

Capital lease obligations, net of current portion                           116,906            49,356
Commitments and contingencies
Shareholders' equity:
  Preferred stock, no par value:
     Authorized shares--8,850,000
     Issued and outstanding shares--none                                         -                 -
  Common stock, Class A, no par value:
     Authorized shares--35,600,000
     Issued and outstanding shares--12,007,931 at September 30, 1997
        and 7,313,841 at March 31, 1997                                  65,260,026        27,320,449
  Common stock, Class E-1, no par value:
     Authorized shares--2,200,000
     Issued and outstanding shares--1,257,499 at September 30, 1997
        and 1,257,178 at March 31, 1997                                   4,769,878         4,769,878
  Common stock, Class E-2, no par value:
     Authorized shares--2,200,000
     Issued and outstanding shares--1,257,499 at September 30, 1997
        and 1,257,178 at March 31, 1997                                   4,769,878         4,769,878
  Warrants and options                                                    3,979,255         3,978,276
  Accumulated deficit                                                   (36,877,036)      (24,206,771)
                                                                       ------------      ------------
Total shareholders' equity                                               41,902,001        16,631,710
                                                                       ------------      ------------
                                                                       $ 51,088,800      $ 19,320,611
                                                                       ============      ============
</TABLE> 
           See notes to condensed consolidated financial statements

<PAGE>
 
                          PREMIER LASER SYSTEMS, INC.

                CONDENSED CONSOLIDATED  STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Months Ended                  Six Months Ended
                                                        September 30,                       September 30,
                                                 -----------------------------      ----------------------------
                                                     1997            1996               1997           1996
                                                 -------------   -------------      -------------  -------------
<S>                                              <C>             <C>                <C>            <C>
Net sales                                        $  3,051,767      $1,160,056       $  5,157,214    $ 2,414,138
Cost of sales                                       1,789,463         745,675          3,085,443      1,774,286
                                                 -------------   -------------      -------------  -------------

Gross profit                                        1,262,304         414,381          2,071,771        639,852

Selling and marketing expenses                        894,309         490,102          1,709,332        951,874
Research and development expenses                     669,573         267,138          1,183,072        348,917
General and administrative expenses                   640,256         280,832          1,004,242        607,618
In-process research and development acquired
   in the EyeSys Technologies, Inc. 
   acquisition                                      9,200,000              -           9,200,000             -
Merger related and integration costs                2,146,912              -           2,146,912             -
Settlement of joint marketing agreement                    -          286,740                 -         331,740
                                                 ------------    ------------       ------------   ------------

Loss from operations                              (12,288,746)       (910,431)       (13,171,787)    (1,600,297)

Interest income (expense), net                        331,736         (62,757)           501,522        (69,951)
                                                 -------------   -------------      -------------  -------------

Net loss                                         $(11,957,010)   $   (973,188)      $(12,670,265)   $(1,670,248)
                                                 =============   ============       =============  =============

Net loss per share                               $      (1.11)   $      (0.20)      $      (1.30)  $      (0.35)
                                                 =============   ============       =============  =============

Shares used in the computation of net
   loss per share                                   10,755,941      4,750,250           9,758,207      4,735,704
                                                 =============   ============       =============  =============
</TABLE>
           See notes to condensed consolidated financial statements
<PAGE>
 


                          PREMIER LASER SYSTEMS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                                      Six Months Ended
                                                                          June 30,
                                                               ---------------------------
                                                                    1997           1996
                                                               ------------    -----------
<S>                                                            <C>             <C> 
Operating Activities
Net Loss                                                       $(12,670,265)   $(1,670,248)
Adjustments to reconcile net loss to net cash used in
  operating activities:
       Depreciation and amortization                                487,913        418,062
       Provision of allowance for doubtful accounts receivable     (199,809)        22,045
       Purchased research and development                         9,200,000             -
       Stock options issued to advisors and others                1,010,200             -
       Settlement of joint marketing agreement                           -         125,000
       Changes in operating assets and liabilities
         net of effects from purchase of EyeSys Technologies,
         Inc.:
           Accounts receivable                                   (2,104,384)      (447,120)
           Inventories                                           (1,894,509)      (466,091)
           Prepaid expenses and other current assets             (1,992,773)      (514,309)
           Accounts payable                                         905,973        834,497
           Accrued liabilities                                    1,267,218        420,667
                                                               ------------    -----------
Net cash used in operating activities                            (5,990,436)    (1,277,497)

Investing activities
Purchase of short-term investments                               (5,806,947)            -
Restricted cash for credit line                                  (1,100,000)            -
Patent expenditures                                                (130,766)       (90,431)
Purchase of property and equipment                                 (126,197)       (16,598)
Cash acquired from purchase of EyeSys Technologies, Inc.             51,355             -
                                                               ------------    -----------
Net cash used in investing activities                            (7,112,555)      (107,029)

Financing activities
Net borrowings under line of credit                                (800,000)     1,000,000
Proceeds from exercise of stock options and warrants             24,422,856        300,774
Proceeds (payment) on notes payable and
       capital lease obligations                                      9,874        169,332
                                                               ------------    -----------
Net cash provided by financing activities                        23,632,730      1,470,106

Net increase (decrease) in cash and cash equivalents             10,529,739         85,580
Cash and cash equivalents at beginning of year                      173,610         35,463
                                                               ------------    -----------

Cash and cash equivalents at end of year                       $ 10,703,349    $   121,043
                                                               ============    ===========


Supplemental schedule of non cash activities:
Details of EyeSys Technologies, Inc.:
       Fair value of assets                                    $  9,154,500             -
       Purchased research and development                         9,200,000             -
       Liabilities                                               (5,869,500)            -
       Stock issued                                             (12,015,000)            -
                                                               ------------    -----------
       Cash paid                                               $    470,000    $         0
                                                               ============    ===========
</TABLE> 

See condensed notes to unaudited financial statements


<PAGE>
 
                          PREMIER LASER SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

NOTE 1:   General

     In the opinion of the Company's management, the accompanying unaudited
statements include all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the financial position of the
Company at September 30, 1997 and the results of operations and cash flows for
the six months ended September 30, 1997 and 1996. Although the Company believes
that the disclosures in these financial statements are adequate to make the
information presented not misleading, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
Results of operations for interim periods are not necessarily indicative of
results of operations to be expected for the full year.

     The accompanying condensed consolidated financial statements include the 
accounts of the Company and its wholly owned subsidiaries and a 51% owned joint 
venture. All intercompany transactions and balances have been eliminated.

     The financial information in this quarterly report should be read in
conjunction with the March 31, 1997 financial statements and notes thereto
included in the Company's annual report filed on Form 10-K, as amended, for the
fiscal year ending March 31, 1997.

     The Company has suffered recurring losses from operations and may continue
to incur losses for the foreseeable future due to the significant costs
anticipated to be incurred in connection with manufacturing, marketing and
distributing its laser products. In addition, the Company intends to conduct
continuing research and development activities, including regulatory submittals
and clinical trials to develop additional applications for its laser technology.
The Company operates in a highly competitive environment and is subject to all
of the risks inherent in new business enterprises. The Company believes that its
cash and cash equivalents will be sufficient to meet its working capital
requirements through at least fiscal 1998.


NOTE 2:   Acquisitions

     On September 30, 1997, the Company acquired all of the equity interests of 
EyeSys Technologies, Inc. ("EyeSys"), a manufacturer and distributor of a 
specialized line of diagnostic ophthalmic equipment, for approximately $12.5 
million in the form of approximately 1,236,668 shares of the Company's common 
stock and $470,000 in cash. The acquisition was accounted for as a purchase. As 
a result of the EyeSys acquisition, the Company recorded a one-time, non-cash 
charge of purchased research and development in its fiscal year 1998 second 
quarter results of operations of $9.2 million.

     The following unaudited pro forma consolidated results of operations give 
effect to the EyeSys acquisition as though it had occurred at the beginning of 
the periods presented:

<TABLE> 
<CAPTION> 
                                               Six-months Ended
                                                 September 30,
                                              1997            1996
                                          ------------    ------------
<S>                                      <C>             <C> 
Net sales                                 $  6,244,249    $  6,988,563
Net loss                                   (14,456,068)    (14,581,729)
Net loss per share                               (1.48)          (1.49)

</TABLE> 

     The unaudited pro forma information is not necessarily indicative either of
results of operations that would have occurred had the purchase been made on 
April 1, 1996, or future results of operations of the Company.

NOTE 3:   Inventories


Inventories are summarized as follows:

<TABLE> 
<CAPTION> 

                               June 30, 1997      March 31, 1997
                               -------------      --------------
     <S>                       <C>                <C>
     Raw materials               $3,633,907         $1,583,460
     Work-in-progress               473,595            101,802
     Finished goods               1,650,532          1,279,370
                                 ----------         ----------
 
                                 $5,758,034         $2,964,632
                                 ----------         ----------
</TABLE> 
<PAGE>
 
NOTE 4:   Litigation

     The Company entered into an agreement with Infrared Fiber Systems, Inc.
(IFS), as a supplier of certain fiber optics that expires in the fiscal year
ending March 31, 2002. The agreement requires the supplier to sell exclusively
to the Company fiber optics for medical and dental applications as long as the
Company purchases defined minimum amounts.

     In March 1994, the Company initiated litigation against IFS.  The Company's
complaint alleges that IFS and two of its officers misrepresented IFS' ability
to supply optical fibers, and that IFS breached its supply agreement and certain
warranties. In April 1994, IFS filed a cross-complaint alleging breach of
contract and intentional interference with prospective economic advantage,
seeking declaratory relief that the contract has been terminated and that IFS is
free to market its fiber optics to others. In July 1994, Coherent, Inc. a major
shareholder of IFS and a manufacturer of medical lasers which employ IFS optical
fibers, joined the lawsuit for the express purpose of defending their rights to
the IFS optical fibers. In May 1995, the Company instituted litigation
concerning this dispute in Orange County, California Superior Court against
Coherent, Westinghouse Electric Corporation ("Westinghouse") and an individual
employee of Westinghouse who was an officer of IFS from 1986 to 1993, when the
events involved in the federal action against IFS took place and while
Westinghouse owned a substantial minority interest in IFS. The complaint charges
that Coherent conspired with IFS in the wrongful conduct which is the subject of
the federal lawsuit and interfered with the Company's contracts and relations
with IFS and with prospective contracts and advantageous economic relations with
third parties. The complaint asserts that Westinghouse is liable for its
employee's wrongful acts as an IFS executive while acting within the scope of
his employment at Westinghouse. The lawsuit seeks injunctive relief and
compensatory damages. In October 1995, the federal action was stayed by order of
the court in favor of the California state court action, in which the pleadings
have been amended to include all claims asserted by the Company in the federal
action. No trial date has been set.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
- -------  -----------------------------------------------------------------------
of Operations.
- --------------

     This Quarterly Report contains forward-looking statements. The Company's
actual results may differ significantly from the results discussed in these
forward-looking statements. Factors that may cause such differences include
market acceptance of the Company's products, prices charged by the Company's
suppliers, future changes in the Company's technology and the effects of the
introduction of new products by the Company's competitors, among others.

Results of Operations

     Net sales by the Company for the quarter ended September 30, 1997 (the
"1997 Quarter") increased approximately 163% to $3,052,000 as compared to
$1,160,000 for the quarter ended September 30, 1996 (the "1996 Quarter"). Net
sales for the 1997 Quarter consisted primarily of dental lasers including the
first significant sales of lasers for hard tissue dentistry, which were cleared
to market in May 1997. Sales of these lasers were approximately $1,400,000 in
the 1997 Quarter. As a result of an increase in sales to the dental industry,
net sales for the 1997 Quarter were significantly higher than expected. The
increased sales to the dental industry reflected a change in the mix of product
sales, including higher sales of the Company's MOD argon laser, which was
cleared for teeth whitening in the 1996 Quarter, and increased sales of its
Arago argon laser and Aurora diode laser. Net sales for the six month period
ended September 30, 1997 (the "1997 Period") increased approximately 114% to
$5,157,000 from $2,414,000 from the six month period ended September 30, 1996
(the "1996 Period").
<PAGE>
 
     The Company recorded gross profit in the 1997 Quarter and 1997 Period of
$1,262,000 and $2,072,000 respectively, as compared to a gross profit of
$414,000 and $640,000 in the 1996 Quarter and the 1996 Period, respectively. The
increase in gross profit to 41% of net sales in the 1997 Quarter is due
primarily to increased volume of manufacturing reduced by costs associated with
inefficiencies of training new service personnel and expenses associated with
rapidly expanding our production capabilities to meet the demand for hard tissue
lasers.

     Selling and marketing expenses totaled $894,000 for the 1997 Quarter and
$1,709,000 for the 1997 Period, as compared to $490,000 for the 1996 Quarter and
$952,000 for the 1996 Period. The increase was primarily attributable to
marketing and sales efforts related to the Company's dental products, including
increased commissions and related selling expenses, expenses of sales and
marketing personnel, trade show attendance and advertising expenses.

     Research and development expenses increased to $670,000 and $1,183,000 for
the 1997 Quarter and 1997 Period, as compared to $267,000 and $349,000 for the
1996 Quarter and 1996 Period respectively. Reimbursements from the Small
Business Innovative Research grant awarded to the Company of $457,000 reduced
research and development expenses in the 1996 Period. Increased expenses in the
1997 Quarter are the result of the development of products in the ophthalmic 
business and refinements for the Centauri dental laser system. This resulted in
8 new ophthalmic products which were introduced in October 1997.

     Settlement of joint marketing agreement expenses in the 1996 Quarter
included a one time writedown associated with the settlement and termination of
the Company's marketing agreement with IBC. As part of this settlement, the
Company guaranteed approximately $201,000 of indebtedness to a third party, in
exchange for exclusive rights to the MOD argon laser technology. The Company has
fully reserved for the guarantee and a note receivable for IBC.

     General and administrative expenses increased to $640,000 in the 1997
Quarter and $1,004,000 in the 1997 Period from $281,000 and $608,000 in the 1996
Quarter and 1996 Period respectively. This increase was primarily attributable
to expenses associated with the significantly larger number of annual reports
produced and distributed, additional public relations expenditures following the
dental hard tissue clearance, and expenses for the Company's Data.Site joint
venture.

     Net interest income amounted to $332,000 in the 1997 Quarter and $502,000
in the 1997 period compared to net interest expense of $63,000 in the 1996
Quarter and $70,000 in the 1996 Period. These increases reflected the increased
cash available for the Company to invest following the voluntary exercise of
warrants in the 1997 Period.

     The Company expensed $9,200,000 of in-process research and development 
acquired in the EyeSys Technologies, Inc. acquisition in the 1997 Quarter and 
1997 Period. In addition, the Company incurred merger related and integration 
costs of $2,147,000 in the 1997 Quarter and 1997 Period as a result of the
acquisition.
<PAGE>
 
     The Company's net losses increased to $11,957,000 and $12,670,000 in the
1997 Quarter and 1997 Period respectively, as compared to $973,000 and
$1,670,000 in the 1996 Quarter and 1996 Period respectively. These increases
were primarily attributable to charges incurred in connection with the EyeSys
acquisition for in-process research and development of $9.2 million and moving
and integration of $2.1 million.

Liquidity and Capital Resources

     The Company's operations have been financed through the proceeds from the
sale of the Company's equity securities, including an initial public offering in
December 1994, a secondary public offering in October 1996, the exercise of
publicly traded warrants and stock options, revenues from operations, and
proceeds from a SBIR grant. The Company's principal capital requirements include
the financing of inventory, accounts receivable, research and development
activities, the development of an ophthalmic and a surgical sales force, the
development of marketing programs and the acquisition and/or licensing of
patents.

     At September 30, 1997, the Company had unrestricted cash and short-term
investments of $20,479,000, restricted cash of $2,100,000, and its working
capital was $25,710,000. The increase in cash and short-term investments was
primarily the result of the voluntary exercise of Class A and Class B Warrants
and stock options. For the period May 12, 1997 to September 30, 1997, the
Company has received approximately $23,940,000 from the exercise of
approximately 2,089,000 Class A Warrants and approximately 1,299,000 Class B
Warrants. As a result of such exercises, the Company has issued approximately
2,089,000 Class B Warrants and 3,388,000 shares of Class A Common Stock.

     The Company's subsidiary, EyeSys Technologies, Inc., maintains a credit
facility with Silicon Valley Bank which permits borrowings of up to $2,100,000.
Borrowings under the credit facility are secured by a Certificate of Deposit
pledged to Silicon Valley Bank by the Company pursuant to a Pledge Agreement and
bear interest at prime. The line expires in September 1998. As of September 30,
1997, total borrowings outstanding under this agreement were $1,947,000.

     At March 31, 1997, the Company had net operating loss carryforwards for
federal income tax purposes totaling approximately $20,400,000 which will begin
to expire in fiscal 2006. The Tax Reform Act of 1986 includes provisions which
may limit the net operating loss carryforwards available for use in any given
year if certain events occur, including significant changes in stock ownership.
Utilization of the Company's net operating loss carryforwards to offset future
income may be limited.

     The Company's future capital requirements will depend on many factors,
including the progress of the Company's research and development activities, the
scope and results of preclinical studies and clinical trials, the costs and
timing of regulatory approvals, the rate of technology advances by the Company,
competitive conditions within the medical laser industry, the establishment of
manufacturing capacity and the establishment of collaborative marketing and
other relationships which may either involve cash infusions to the Company, or
require additional
<PAGE>
 
cash from the Company.  The Company's ability to meet its working capital needs
will be dependent on its ability to achieve a positive cash flow from operations
and profitable operations.  No assurance can be given that the Company will be
able to achieve profitable operations or a positive cash flow from operations.

Seasonality of Business

     To date, the Company's revenues have typically been significantly higher in
the second and fourth calendar quarters.  This seasonality reflects the timing
of major medical and dental industry trade shows in these quarters,
significantly reduced sales during the summer and the effect of year end tax
planning influencing the purchasing of capital equipment for depreciation during
the fourth calendar quarter.  Although revenues during the summer of 1997 did
not follow this historical pattern, the Company expects this seasonality will
continue indefinitely.

Government Grants

     The Company has been awarded a SBIR grant for approximately $750,000 for
the study of laser cataract emulsification. Approximately $697,634 of this
amount was drawn at March 31, 1997. There have been no draws in the 1997 Period.
The remainder of the grant can be drawn over the next six months upon the
achievement of specified criteria.
<PAGE>
 
                          PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.
          ----------------- 

     On September 22, 1997, a Complaint was filed in the United States District
Court, District of Utah, Central Division, by Brightsmile, Inc., as the
plaintiff, against Interdent, Inc., and Premier Laser Systems, Inc.  The
Complaint alleges that, among other things, Premier Laser Systems has infringed
a patent held by the plaintiff, bearing the title "Method for Whitening Teeth."
The Complaint seeks damages in an amount to be proved at trial, for an
injunction against further infringement, for treble damages, attorneys fees and
other relief. The Company has denied that it infringes any valid claim of the
plaintiff's patents, and intends to defend this matter vigorously.

Item 2.   Changes in Securities.
          --------------------- 

     Not Applicable.

Item 3.   Defaults Upon Senior Securities.
          ------------------------------- 

     Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          --------------------------------------------------- 

     On August 28, 1997, the Company held its 1997 Annual Meeting of
Shareholders (the "Annual Meeting"), and at that meeting submitted two matters
to a vote of the Company's shareholders.  These matters included the election of
the Company's Board of Directors, and the approval of the Company's 1996 Stock
Option Plan.

     The directors who had been nominated for election were:  Colette Cozean,
Patrick J. Day, Grace Ching-Hsin Lin, G. Lynn Powell and E. Donald Shapiro.
Each of these persons was elected to the Board.

     The Company's 1996 Stock Option Plan provides for the grant of options to
purchase up to 500,000 shares of its Class A Common Stock to eligible employees,
consultants and directors.  Options granted under the Plan may be either
"incentive stock options" or "nonqualified options."  Adoption of the Plan was
approved at the Meeting.

     The following chart indicates the votes cast at the Annual Meeting with
respect to the above matters:

                                      -10-
<PAGE>
 
Election of Directors
- ---------------------
<TABLE>
<CAPTION>
          Name                 For          Against   Abstain
          ----                 ---          -------   -------
<S>                            <C>          <C>       <C>  
     Colette Cozean            10,182,207    79,389      0
     Patrick J. Day            10,097,315    64,282      0
     Grace Ching-Hsin Lin      10,095,417    66,182      0
     G. Lynn Powell            10,053,234   108,362      0
     E. Donald Shapiro         10,097,114    64,482      0
</TABLE>

Approval of Stock Option Plan
- -----------------------------
<TABLE> 
<CAPTION> 
For               Against     Abstain
- ---               -------     -------
<S>               <C>         <C>         
9,617,063         442,652        0
</TABLE> 

Item 5.   Other Information.
          ----------------- 

     None.

Item 6.   Exhibits and Reports on Form 8-K.
          -------------------------------- 

     (a)  Exhibits.

<TABLE> 
<CAPTION> 

Exhibit
Number                        Description
- -------                       -----------
<C>      <S> 
2.1      Agreement and Plan of Merger dated as of April 24, 1997 among Premier
         Laser Systems, Inc., EyeSys Technologies, Inc. and Premier Acquisition
         of Delaware, Inc. (incorporated herein by this reference to Exhibit 2.1
         to the Registrant's Registration Statement on Form 4, Registration No.
         333-29573).

2.2      First Amendment to Agreement and Plan of Merger dated as of August 6,
         1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc. and
         Premier Acquisition of Delaware, Inc. (incorporated herein by this
         reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K
         filed October 14, 1997).

2.3      Second Amendment to Agreement and Plan of Merger dated as of September
         16, 1997 among Premier Laser Systems, Inc., EyeSys Technologies, Inc.
         and Premier Acquisition of Delaware, Inc. (incorporated herein by this
         reference to Exhibit 2.3 to the Registrant's Current Report on Form 8-K
         filed October 14, 1997).

27       Financial Data Schedule (filed herewith)

         (b) Reports on Form 8-K:  No Reports on Form 8-K were filed during the
quarter ended September 30, 1997.
</TABLE> 
                                      -11-

<PAGE>
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             PREMIER LASER SYSTEMS, INC.

                                
Dated:  November 14, 1997    By:    /s/ MICHAEL HIEBERT
                                ----------------------------------------------
                                    Michael Hiebert, Chief Financial Officer
                                    (duly authorized officer)

                                
Dated:  November 14, 1997    By:    /s/ MICHAEL HIEBERT
                                ----------------------------------------------
                                    Michael Hiebert, Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

                                      -12-

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<PAGE>
<ARTICLE> 5
       
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