<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
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 13, 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 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 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 5 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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Page 4 of 5 pages
OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 6 (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, by Amendment No. 4 filed with the Commission on
March 3, 1998 and by Amendment No. 5 filed with the Commission on August 14,
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
and supplemented by adding the following:
On August 13, 1998, Premier extended a restructuring proposal (the
"Proposal") to the Board of Directors of OISI to replace the terms of the
current Acquisition Agreement between the parties. Under the Proposal, Premier
offered to (i) lend OISI an additional $500,000 as certain business milestones
are achieved by OISI, (ii) negotiate a joint operating plan leading to the
integration of certain OISI and Premier operations and (iii) grant OISI the
right to negotiate a sale of OISI, provided Premier receives a certain minimum
amount in the transaction. In return, Premier requested (i) a pre-emptive right
allowing Premier to maintain a 51% ownership interest in OISI, (ii) that, on a
going forward basis, OISI only issue shares of OISI common stock for cash
consideration, and (iii) the right to acquire OISI in a transaction involving
cash and/or stock at a price of $2.10 per share, which right may be exercised on
or before August 21, 1999, subject to the exercise by the OISI Board of their
fiduciary duty. As an alternative to the Proposal and as a replacement to the
current Acquisition Agreement, Premier offered to reduce by $500,000 the debt
owed to Premier by OISI if OISI agreed to promptly repay the remaining
outstanding debt owed to Premier by OISI. A copy of the Proposal and cover
memorandum is attached as an exhibit hereto and is hereby incorporated by
reference.
The Proposal was not acceptable to the OISI Board of Directors, and
negotiations between the parties are continuing.
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. 6.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby amended
and supplemented as follows:
Exhibit 99.13 Proposal and cover memorandum to Board of Directors of OISI
dated August 13, 1998.
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Page 5 of 5 Pages
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 20, 1998
PREMIER LASER SYSTEMS, INC.
By: /s/CHARLES J. OLSON
------------------------------
Name: Charles J. Olson
Title: Chief Financial Officer
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Exhibit 99.13
M e m o r a n d u m
August 13, 1998
TO: Board of Directors
Ophthalmic Imaging Systems
FROM: Colette Cozean
President, Chief Executive Officer
and Chairman, Premier Laser Systems, Inc.
COPIES TO: William J. Simpson, Esq.
SUBJECT: Premier/OIS Transaction
Due to the unavailability of our financial statements, we will be unable to
proceed with our previously proposed acquisition of the remaining 49% interest
in Ophthalmic Imaging Systems by the August 21, 1998 termination date of our
acquisition agreement dated February 25, 1998. I have been authorized by our
Board of Directors, however, to make the attached restructuring proposal that
would replace the terms of our current acquisition agreement.
Although we prefer to proceed on the basis of the attached proposal, we are
willing to proceed as outlined below instead if that is your preference:
1. Premier will reduce by $500,000 the debt owed to Premier by OIS;
2. OIS will promptly repay the remaining outstanding debt OIS owes to
Premier; and
3. The existing Premier/OIS acquisition agreement will be terminated,
including any obligation of either party to pay any penalties.
This memorandum and the attached proposal are not legally binding on either
party. Any legally binding obligation of the parties would occur only upon the
signing of definitive agreements by the parties.
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RESTRUCTURING PROPOSAL
Premier Laser Systems, Inc.
August 13, 1998
A. Immediate Steps:
---------------
1. Premier will lend an aggregate of an additional $500,000 to OIS
under secured promissory notes at an interest rate of 8.5% according to the
following schedule as the described milestones are achieved by OIS:
a. $100,000 when OIS transfers its manufacturing and warehouse
facilities to Premier;
b. $100,000 when OIS transfers day to day accounting,
including payroll, accounts receivable and accounts
payable, to Premier (Note: Steve Lagorio's position with
OIS shall remain the same);
c. $100,000 when OIS reduces its facility size to one suite;
d. $100,000 when OIS transfers its sales, administrative,
technology and field service, research and development and
regulatory departments to Premier; and
e. $100,000 forty-five days after OIS has achieved all of the
above four milestones.
The secured notes for the aggregate amount of $500,000 will each
be due on the sooner to occur of (i) August 21, 1999 or (ii) the sale of OIS to
a third party.
2. The existing note payable between Premier and OIS for $500,000
will be extended to cover the actual amount outstanding under the loan pursuant
to mutually agreeable documentation.
3. The existing Premier/OIS stock acquisition agreement will be
terminated, including any obligation of either party to pay any penalties.
4. OIS will give Premier the right to acquire OIS in a transaction
involving cash and/or stock at a price of $2.10 per share, which right may be
exercised by Premier on or before August 21, 1999. This purchase will be
recommended/approved by the OIS Board, subject to the exercise by the Board
members of their fiduciary duty.
5. On a going forward basis, OIS will only issue shares of OIS
stock for cash consideration.
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6. In order to allow Premier to maintain a 51% ownership interest
in OIS, OIS will give Premier the right to purchase additional shares of OIS
Common Stock from OIS at the lesser of (i) $1.65 per share or (ii) the price per
share paid under paragraph 4 above. Premier will pay for these shares by
cancelling an appropriate portion of the debt owned by OIS to Premier under any
notes payable (and the Premier credit availability will be reduced accordingly).
This purchase right shall expire upon a sale of OIS to a third party.
7. OIS will have the right to negotiate a sale of OIS, provided
that the cash consideration to be received by Premier in such a sale would cover
all debts owed by OIS to Premier, the purchase price paid by Premier to acquire
OIS shares and all expenses incurred by Premier in acquiring shares of OIS
(including, but not limited to, attorney, investment banking and accounting
fees). If, however, the per share sale price to a third party would produce a
higher total return to Premier, Premier would be entitled to receive such higher
amount.
B. Future Step:
-----------
A joint operating plan will be prepared that will outline the full
integration of OIS and Premier. The joint operating plan will contain an unwind
provision outlining what will happen with sales, marketing and manufacturing
personnel and functions should OIS be sold to a third party.
This proposal is not legally binding on either party. Any legally
binding obligation of the parties would occur only upon the signing of
definitive agreements by the parties. In addition, the consummation of the
transactions contemplated by this proposal is contingent upon the approval by
Premier of OIS' final financial/restructuring plan.
