<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
OPHTHALMIC IMAGING SYSTEMS
(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, 17th Floor
Costa Mesa, California 92626
(714) 668-6200
(Name, address and telephone number of person
authorized to receive notices and communications)
August 11, 1998
(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).
(Page 1 of 3 Pages)
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(Continued on following pages)
CUSIP No. 683737 13D Page 2 of 3 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 2,131,758
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9. SOLE DISPOSITIVE POWER
2,131,758
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,758
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CUSIP No. 683737 13D Page 3 of 3 Pages
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS
OF July 14, 1998.
14. TYPE OF PERSON REPORTING
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 5 (the "Amendment") amends and supplements the
Schedule 13D originally filed with the Securities and Exchange Commission (the
"Commission") on December 29, 1997 (the "Original Schedule 13D"), as previously
amended by Amendment No. 1 to the Original Schedule 13D filed with the
Commission on January 5, 1998, by Amendment No. 2 to the Original Schedule 13D
filed with the Commission on January 20, 1998, by Amendment No. 3 filed with the
Commission on February 12, 1998, and by Amendment No. 4 filed with the
Commission on March 3, 1998, with respect to the purchase by PREMIER LASER
SYSTEMS, INC. ("Premier") of shares of common stock, no par value per share (the
"Shares") of OPHTHALMIC IMAGING SYSTEMS, a California corporation ("OISI") (as
amended, the "Schedule 13D"). Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended
as follows:
Premier will be unable to complete its previously contemplated tender
offer for the remaining outstanding shares of OISI by August 21, 1998, the
termination date of its Stock Acquisition Agreement with OISI (the "Acquisition
Agreement"). Premier and OISI are in the process of discussing various
alternatives including the possible restructuring of the transaction.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
This item as previously filed is amended and supplemented by
incorporating herein the additions to Item 4 made by this Amendment No. 5.
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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: August 10, 1998
PREMIER LASER SYSTEMS, INC.
By: /s/ CHARLES J. OLSON
-----------------------------------
Name: Charles J. Olson
Title: Chief Financial Officer
