<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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, 17th Floor
Costa Mesa, California 92626
(714) 668-6200
(Name, address and telephone number of person
authorized to receive notices and communications)
January 16, 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 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
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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)
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
*SEE INSTRUCTIONS BEFORE FILLING OUT
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OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 2 (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
amended by Amendment No. 1 to the Original Schedule 13D filed with the
Commission on January 5, 1998 (as amended, the "Schedule 13D"), 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, INC., a California corporation ("OISI"). 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 January 16, 1998, Premier extended a proposal to the Board
of Directors of OISI to acquire the Shares Premier does not already own for
$1.75 per share in cash in a friendly transaction, provided OISI modifies its
recently adopted shareholder rights plan to permit the transaction to
proceed. A copy of the proposal is attached as an exhibit hereto and is
hereby incorporated by reference.
If the proposal is not accepted, Premier will reconsider its
options, including selling its Shares and pursuing other opportunities,
continuing to hold its Shares as an investment, engaging in a proxy
solicitation or pursuing other means to acquire OISI.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby
amended and restated as follows:
Exhibit No. Exhibit
----------- -------
Exhibit 99.1 Retainer letter for Josephthal & Co., Inc. (previously filed
with the Commission as Exhibit 99 to the Original Schedule
13D).
Exhibit 99.2 Letter from Premier to OISI dated January 16, 1998.
Exhibit 99.3 Press release dated January 16, 1998, issued by Premier
regarding Premier's proposal to acquire OISI.
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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 20, 1998
PREMIER LASER SYSTEMS, INC.
By: /s/ Michael L. Hiebert
----------------------------------
Name: Michael L. Hiebert
Title: Chief Financial Officer
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Exhibit 99.2
[Letterhead of Premier]
January 16, 1998
Mr. Steven R. Verdooner
Chief Executive Officer
Opthalmic Imaging Systems, Inc.
221 Lathrop Way, Suite I
Sacramento, California 95815
Dear Mr. Verdooner:
I am pleased to present this proposal for the acquisition by
Premier Laser Systems of OISI.
Pursuant to the transaction, OISI shareholders would receive
$1.75 per share in cash. Assuming your Board of Directors is receptive to
the proposal, we would meet to negotiate definitive documentation as soon
as possible. We expect this documentation to contain a "no shop"
provision, but to provide that OISI would be entitled to accept an
unsolicited higher offer. In the event it elected to do so, however, OISI
would pay Premier a break-up fee equal to 10% of the value of the other
transaction. Of course, we also assume that OISI will modify its
Shareholders Rights Plan as necessary to permit this transaction to go
forward.
Our proposal of $1.75 represents a substantial premium over
OISI's bid price of $1.34 on January 15, and even a larger premium over the
approximately $.62 price at which OISI was trading prior to Premier's
involvement. We hope that you and your Board will agree that this is a
highly attractive proposal for OISI and its shareholders.
We request that OISI respond in writing to this proposal no later
than 5:00 p.m. on Thursday, January 22. If we do not receive a positive
response by such date, this proposal will be withdrawn and we will consider
our other alternatives.
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I look forward to hearing from you concerning this exciting
opportunity for both of our companies.
Very truly yours,
/s/ Colette Cozean
--------------------------
Colette Cozean, PhD.
Chief Executive Officer, President
and Chairman of the Board
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EXHIBIT 99.3
[TEXT OF PRESS RELEASE]
PREMIER LASER SYSTEMS SUBMITS ALL CASH PROPOSAL TO ACQUIRE
OPHTHALMIC IMAGING SYSTEMS INC.
IRVINE, CA (January 16, 1998) Premier Laser Systems (Nasdaq NM:PLSIA) today
announced that it submitted a proposal to the Board of Directors of Sacramento-
based Ophthalmic Imaging Systems Inc. (Nasdaq: OISI) to acquire for $1.75 per
share in cash in a friendly transaction the approximately 2.7 million shares of
OISI common stock not currently owned by Premier Laser. Under the terms of the
proposal, OISI must modify its recently adopted shareholder rights plan to
permit the transaction to proceed. The all cash proposal, which is at a 30
percent premium to the current bid price of $1.34 for OISI shares, will be
withdrawn if it is not accepted by 5:00 pm PST on Thursday, January 22. Premier
Laser has purchased in open-market transactions over the last several months
approximately 29% of the outstanding shares of OISI. Premier Laser is filing an
amendment to the Form 13D previously filed with the Securities and Exchange
Commission.
According to the announcement by Premier Laser Systems Chairman, President
and CEO Colette Cozean, Ph.D., the addition of the OISI product line "will be a
nice fit with the full range of our ophthalmic products and be beneficial to
both companies."
Premier Laser Systems develops, manufactures and markets several lines of
proprietary medical lasers, fiber optic delivery systems, corneal topography
systems and associated products and services for a variety of dental, ophthalmic
and surgical applications.
