<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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 30, 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.
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* 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).
(Page 1 of 5 Pages)
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(Continued on following pages)
CUSIP No. 683737 13D Page 2 of 5 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 1,151,398
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
1,151,398
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,151,398
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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N/A
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 683737 13D Page 3 of 5 Pages
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%, BASED ON 3,905,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING
AS OF OCTOBER 31, 1997.
14. TYPE OF PERSON REPORTING
CO
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OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
13D filed with the Securities and Exchange Commission on December 29, 1997 (the
"Schedule 13D") with respect to the purchase of shares of common stock, no par
value per share (the "Shares"), of OPHTHALMIC IMAGING SYSTEMS, INC., a
California corporation. Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Schedule 13D.
Item 3. Sources and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended by
replacing "$1,527,067" in the first sentence with "$1,648,297".
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5(a) of the Schedule 13D is hereby amended
by replacing "1,095,500" and "28.0%" in the first sentence with "1,151,398" and
"29.5%", respectively.
The response set forth in Item 5(b) of the Schedule 13D is hereby amended
by replacing "1,095,500" in the first sentence with "1,151,398".
The response set forth in Item 5(c) of the Schedule 13D is hereby amended
to add the following transactions, all of which involved open market purchases:
<TABLE>
<CAPTION>
Date of Number of Aggregate
Transaction Shares Purchased Price Per Share Purchase Price
- ----------- ---------------- --------------- --------------
<S> <C> <C> <C>
12/29/97 10,000 1.6563 $16,562.50
12/29/97 15,200 1.625 24,700.00
12/30/97 3,000 1.6563 4,968.90
12/30/97 8,865 1.6875 14,959.69
12/30/97 15,500 1.75 27,125.00
12/31/97 3,333 1.75 5,832.75
</TABLE>
Other than the transactions described above, as of the date this filing was
executed, no transactions in the Shares have been effected since the filing of
the Schedule 13D.
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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: January 3, 1998
PREMIER LASER SYSTEMS, INC.
By: /s/ Michael L. Hiebert
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Name: Michael L. Hiebert
Title: Chief Financial Officer
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