<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
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:
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)
February 5, 1999
(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).
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 683737 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PREMIER LASER SYSTEMS, INC.
33-0472684
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
2,131,758
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,131,758
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,131,758
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
51.3%, BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS OUTSTANDING
AS OF JULY 14, 1998
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 10 (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, by Amendment No. 5 filed with the Commission on August 14, 1998,
by Amendment No. 6 filed with the Commission on August 20, 1998, by Amendment
No. 7 filed with the Commission on August 21, 1998, by Amendment No. 8 filed
with the Commission on November 25, 1998, and by Amendment No. 9 filed with the
Commission on January 5, 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 January 18, 1999, OISI held a shareholders' meeting to elect a new board
of directors. At such meeting, Mr. Verdooner, OISI's chief executive officer,
and four other nominees were elected to OISI's board. Such four other nominees,
R. Joseph Allen, Daniel S. Durrie, Randall C. Fowler, and Walt Williams, had
been proposed for election by Premier.
Pursuant to a purchase agreement with Mark A. Blumenkranz and Recia
Blumenkranz, dated February 26, 1998 (the "Purchase Agreement"), Premier
acquired 421,052 shares of OISI common stock. The Purchase Agreement
contemplated that Premier's acquisition of such shares would be rescinded if
Premier failed to complete its previously contemplated tender offer to acquire
the remaining outstanding shares of OISI. As previously announced by Premier,
Premier was unable to complete its contemplated tender offer.
Pursuant to an Amendment and Support Agreement, dated February 5, 1999
(the "Amendment"), a copy of which is attached hereto as Exhibit 99.15 and is
hereby incorporated by reference, Blumenkranz and Premier have amended the
Purchase Agreement. The Amendment eliminates the rescission provisions contained
in the Purchase Agreement. In addition, under the terms of the Amendment,
Blumenkranz has agreed to pay Premier the sum of $210,526 and to serve on OISI's
Technical Advisory Board for a period of three years.
No other shares of OISI common stock which Premier purchased will result in
cash settlement or rescission. Premier has no current plans to acquire
additional securities of OISI. It is possible, however, that Premier could
acquire additional shares of OISI in the future.
Premier and OISI have orally agreed that OISI's manufacturing operations
will be transferred to Premier. The process of transferring manufacturing will
begin promptly and should be completed by the end of April, 1999. Premier will
charge OISI for the products Premier manufactures at a price equal to the cost
of goods sold for such products, as determined by generally accepted accounting
principles.
CUSIP No. 683737 13D Page 3 of 5 Pages
<PAGE>
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. 10.
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 99.15 Amendment and Support Agreement, dated February 5, 1999, between
Mark A. Blumenkranz, Recia Blumenkranz and Premier.
CUSIP No. 683737 13D Page 4 of 5 Pages
<PAGE>
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: February 10, 1999
PREMIER LASER SYSTEMS, INC.
By: /s/ Robert V. Mahoney
---------------------------------
Name: Robert V. Mahoney
Title: Executive Vice President of
Finance and Chief Financial
Officer
CUSIP No. 683737 13D Page 5 of 5 Pages
<PAGE>
EXHIBIT 99.15
AMENDMENT AND SUPPORT AGREEMENT
-------------------------------
This Amendment and Support Agreement is entered into this 5/th/ day of
February, 1999, by and between Mark S. Blumenkranz, M.D. and Recia Blumenkranz
(collectively, "Blumenkranz") and Premier Laser Systems, Inc., a California
corporation ("Premier").
RECITALS
--------
A. The parties hereto are parties to that certain Purchase Agreement
dated as of February 25, 1998 (the "Purchase Agreement").
B. The parties desire to eliminate certain portions of the Purchase
Agreement. In return, Blumenkranz has agreed to pay Premier the sum of $210,526.
In addition, Dr. Blumenkranz has agreed to serve on the Scientific Advisory
Board of Ophthalmic Imaging Systems, a California corporation ("OIS").
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment. The following provisions of the Purchase Agreement are
---------
hereby eliminated and neither Blumenkranz nor Premier shall have any rights or
obligations with respect thereto: 2.4, 2.5, the last sentences of 3.2(g)(i) and
(ii), 4.1(b), 4.1(c), 4.2(a), (c), (d), (e), (f) and 7.1. Except as amended
hereby, the Purchase Agreement and the parties' rights and obligations
thereunder shall remain in full force and effect.
2. Payment. Substantially simultaneously with the execution of this
-------
Agreement, Blumenkranz hereby agrees to pay Premier the sum of $210,526.
3. Advisory Service. For a period of three (3) years following the date
----------------
hereof, Dr. Blumenkranz hereby agrees to serve on OIS' Scientific Advisory
Board.
4. General Provisions. The following provisions of the Purchase Agreement
------------------
are hereby incorporated herein by reference and shall apply to the terms of this
Agreement as though set forth herein in full: Article VI, 7.2, 7.3, 7.4, 7.5,
7.6, 7.7, 7.8, 7.9, 7.10 and 7.11.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.
PREMIER LASER SYSTEMS, INC.
By:________________________________
Title:_____________________________
___________________________________
Mark S. Blumenkranz, M.D.
___________________________________
Recia Blumenkranz
