<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
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, 17th Floor
Costa Mesa, California 92626
(714) 668-6200
(Name, address and telephone number of person
authorized to receive notices and communications)
June 23, 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 4 Pages)
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS
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*
00
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
2,131,758
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,131,758
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,758
________________________________________________________________________________
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 APRIL 14, 1999
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 683737 13D Page 2 of 4 Pages
<PAGE>
OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 13 (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 filed with the Commission on January 5, 1998, by
Amendment No. 2 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, by Amendment No.
9 filed with the Commission on January 5, 1998, by Amendment No. 10 filed with
the Commission on February 11, 1999, by Amendment No. 11 filed with the
Commission on March 26, 1999, and by Amendment No. 12 filed with the Commission
on June 11, 1999 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") (the "Original
Schedule 13D" 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 June 9, 1999, Premier presented OISI with a proposal, pursuant to
which Premier offered to acquire the remaining issued and outstanding stock of
OISI by merging OISI into a newly formed subsidiary wholly owned by Premier. On
June 23, 1999, OISI announced that its board of directors had rejected Premier's
proposal. OISI is in the process of engaging a financial advisor to assist it in
further negotiations with Premier.
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. 13.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.18 Ophthalmic Imaging Systems press release dated June 23, 1999.
<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: _______________, 1999
PREMIER LASER SYSTEMS, INC.
By: /s/ Robert V. Mahoney
----------------------------------------
Name: Robert V. Mahoney
Title: Executive Vice President of Finance
and Chief Financial Officer
<PAGE>
CUSIP No. 683737
EXHIBIT 99.18
OPHTHALMIC IMAGING SYSTEMS REJECTS PROPOSAL FROM PREMIER LASER SYSTEMS;
DISCUSSIONS TO CONTINUE
UPDATED 2:28 PM ET JUNE 23, 1999
SACRAMENTO, Calif. (BW HealthWire) - Ophthalmic Imaging Systems ("OIS")
announced today that the proposal it had received from Premier Laser Systems,
Inc. ("Premier") to acquire the balance of approximately 49% of its shares not
currently owned by Premier had been rejected by a unanimous vote of its Board of
Directors.
The Premier non-binding proposal offered $0.85 worth of Premier Class A Common
Stock for each outstanding share of OIS stock; subject to a number of
conditions, including that Premier's share value would be at least $2.00 per
share for the measurement period.
Steven R. Verdooner, President of OIS, stated, "We have been working closely
with Premier for some time, and we see a number of potential synergies and other
benefits that might come from a combination of the companies. While our Board of
Directors concluded that this offer was not adequate, we plan to continue
discussions with Premier and are in the process of engaging a financial advisor
to assist us in any further negotiations."
Ophthalmic Imaging Systems is the leading provider of ophthalmic digital imaging
systems. The Company designs, develops, manufactures and markets digital imaging
and image enhancement systems and analysis software. With over a decade in the
ophthalmic imaging business, OIS has consistently been the first to introduce
new technology and features. The Company offers customer support through a
worldwide network of service technicians.
This press release contains forward looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in the forward looking statements. These forward looking
statements represent Ophthalmic Imaging Systems' judgment as of the date of this
release. OIS disclaims any intent or obligation to update these forward-looking
statements.
CONTACT: Ophthalmic Imaging Systems Steve Lagorio, 916/646-2020
