<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 21, 1999
PREMIER LASER SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
California 0-25242 13-3629196
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3 Morgan
Irvine, CA 92660
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (949) 859-0656
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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The undersigned registrant hereby amends, to the extent set forth
herein, the registrant's Current Report on Form 8-K dated November 4, 1999, and
filed with the Securities and Exchange Commission on November 5, 1999.
Item 7. Financial Statements, pro forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Ophthalmic Imaging Systems, a
California corporation ("OIS"), for the fiscal years ended August 31, 1999 and
1998, are incorporated herein by reference to OIS' Annual Report on Form
10-KSB/A dated December 20, 1999, and filed with the Securities and Exchange
Commission on December 29, 1999.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated condensed financial statements of
Premier Laser Systems, Inc., a California corporation ("Premier"), reflecting
the acquisition of OIS, are filed as Exhibit 99.2 to this Form 8-K/A and are
incorporated herein by reference.
(c) Exhibits.
99.1 Financial Statements of OIS for the fiscal years ended August 31,
1999 and 1998 (incorporated herein by reference to OIS' Annual Report on Form
10-KSB/A dated December 20, 1999, and filed with the Securities and Exchange
Commission on December 29, 1999.)
99.2 Pro forma unaudited consolidated condensed financial statements of
Premier, reflecting the acquisition of OIS.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PREMIER LASER SYSTEMS, INC.
/s/ Robert V. Mahoney
---------------------
By: Robert V. Mahoney
Executive Vice President of Finance
and Chief Financial Officer
Dated: January 4, 2000
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Exhibit
Number Exhibit Index
- ------ -------------
99.1 Financial statements of OIS for the fiscal years ended August
31, 1999 and 1998 (incorporated herein by reference to OIS'
Annual Report on Form 10-KSB/A dated December 20, 1999, and
filed with the Securities and Exchange Commission on December
29, 1999.)
99.2 Pro forma unaudited consolidated condensed financial
statements of Premier, reflecting the acquisition of OIS.
EXHIBIT 99.2
------------
PREMIER LASER SYSTEMS, INC.
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED FINANCIAL INFORMATION
The following tables present summary historical information for Premier and OIS
derived from financial statements. Premier's acquisition of OIS will be
accounted for using the purchase method of accounting. Premier's fiscal year-end
is March 31 and OIS' fiscal year-end is August 31. Following the acquisition,
the fiscal year-end of OIS will be changed to March 31.
The unaudited pro forma consolidated condensed balance sheet as of September 30,
1999 gives effect to the acquisition as of that date and reflects the proposed
issuance of Premier's common stock to the former OIS shareholders. The unaudited
pro forma consolidated condensed statement of operations for the fiscal year
ended March 31, 1999 presents the results for Premier and OIS as if the
acquisition had occurred on April 1, 1998.
The unaudited pro forma consolidated condensed statement of operations for the
six months ended September 30, 1999 presents the results for Premier and OIS as
if the acquisition had occurred on April 1, 1999 and reflects the proposed
issuance of Premier's common stock to the former OIS shareholders.
Pro forma adjustments to consolidate the financial position and results of
operations of OIS with Premier were not necessary due to Premier's 51% ownership
of the outstanding common stock of OIS prior to this transaction.
This unaudited pro forma financial information presented is based on the
assumptions and adjustments described in the accompanying notes. The unaudited
pro forma statement of operations does not purport to represent what our results
of operations actually would have been if the events described above had
occurred as of the dates indicated, or what such results would be for any future
periods. The unaudited pro forma financial statements are based upon assumptions
and adjustments that we believe are reasonable. Assumptions regarding the value
of Premier's common stock are based on the last reported sale price of the stock
on the Nasdaq National Market on December 29, 1999 and may be materially
different from the value of Premier's common stock at the time the merger is
completed. The unaudited pro forma financial statements, and the accompanying
notes, should be read in conjunction with the historical financial statements
and related notes. In addition, the unaudited pro forma consolidated condensed
financial information does not reflect certain cost savings that management
believes may be realized following the acquisition. These savings are expected
to be realized primarily through combining the operations of the companies and
implementing Premier's management practices.
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<TABLE>
PREMIER LASER SYSTEMS, INC.
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEET
SEPTEMBER 30, 1999
<CAPTION>
Historical Pro-Forma Pro-Forma
Consolidated Adjustments Consolidated
---------------- ---------------- ----------------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 321,684 $ 321,684
Restricted cash 1,598,706 1,598,706
Accounts receivable 2,704,532 2,704,532
Allowance (1,956,473) (1,956,473)
Inventories - gross 16,811,668 16,811,668
Allowance (10,191,838) (10,191,838)
Prepaid expenses and other 760,674 760,674
---------------- ---------------- ----------------
Total current assets 10,048,953 10,048,953
Property and equipment, net 1,278,901 1,278,901
Intangible assets, net 10,607,215 $ 3,246,272(1) 13,853,487
Other assets 263,184 263,184
---------------- ---------------- ----------------
Total assets $ 22,198,253 $ 3,246,272 $ 25,444,525
================ ================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,846,467 $ 3,846,467
Accrued compensation 999,741 999,741
Accrued acquisition costs 1,074,068 1,074,068
Accrued purchase commitments 1,180,050 1,180,050
Accrued warranty 672,658 672,658
Due to joint venture partner 549,194 549,194
Unearned revenue 747,633 747,633
Other accrued liabilities 2,174,483 2,174,483
---------------- ---------------- ----------------
Total current liabilities 11,244,294 11,244,294
---------------- ---------------- ----------------
Convertible debentures, net 2,947,222 2,947,222
---------------- ---------------- ----------------
Shareholders' equity:
Common stock - Class A 90,645,135 3,810,272(1) 94,455,407
Common stock - Class E-1 4,769,878 4,769,878
Common stock - Class E-2 4,769,878 4,769,878
Warrants and options 1,723,842 1,723,842
Additional paid-in capital 400,000 400,000
Accumulated deficit (94,301,996) (564,000)(1) (94,865,996)
---------------- ---------------- ----------------
Total shareholders' equity 8,006,737 3,246,272 11,253,009
---------------- ---------------- ----------------
Total liabilities and
shareholders' equity $ 22,198,253 $ 3,246,272 $ 25,444,525
================ ================ ================
</TABLE>
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PREMIER LASER SYSTEMS, INC.
UNAUDITED PRO FORMA
CONSOLIDATED CONDENSED
BALANCE SHEET
SEPTEMBER 30, 1999
(1) Reflects adjustments to intangible assets and purchased in-process research
and development based on their estimated fair values under the purchase
method of accounting. The allocation of the aggregate purchase price below
is preliminary. The final allocation will be based on a final appraisal
that will be completed after the acquisition's completion and management's
final evaluation.
Purchase price * $ 3,810,272
Less: Intangible assets acquired (2,778,000)
Purchased in-process research and
development (564,000)
----------------
Goodwill $ 468,272
================
* The purchase price assumes a $1.59 per share price for Premier's common
stock at the time of the acquisition. This assumption is based on the last
reported sale price of Premier's common stock on the Nasdaq National Market
on December 29, 1999. The actual value of the stock may be materially
different at the time the acquisition is completed. The purchase price also
assumes the issuance of 2,264,914 shares of Premier's common stock to
acquire all remaining outstanding shares of OIS' common stock that it does
not already own. Additionally, the purchase price includes estimated direct
acquisition costs in the aggregate amount of $200,000.
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<TABLE>
PREMIER LASER SYSTEMS, INC.
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED
MARCH 31, 1999
<CAPTION>
Historical Pro-Forma Pro-Forma
Consolidated Adjustments Consolidated
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net sales $ 14,036,951 $ 14,036,951
Cost of sales 13,661,526 13,661,526
---------------- ---------------- ----------------
Gross profit 375,425 375,425
Selling and marketing expenses 8,229,967 8,229,967
Research and development 4,974,470 4,974,470
General and administration 9,891,899 $ 445,929(2) 10,337,828
Shareholder litigation 8,081,770 8,081,770
Purchased in-process research and development - 564,000(1) 564,000
Asset impairment charges 240,905 240,905
---------------- ---------------- ----------------
Loss from operations (31,043,586) (1,009,929) (32,053,515)
Interest income 202,877 202,877
---------------- ---------------- ----------------
Net loss $ (30,840,709) $ (1,009,929) $ (31,850,638)
================ ================ ================
Basic and diluted loss per share $ (2.11) $ (1.89)
---------------- ----------------
Weighted average shares 14,601,294 16,866,208
================ ================
</TABLE>
(1) Represents the purchased in-process research and development based on
preliminary estimated fair values. The final allocation of the acquisition
purchase price will be based upon a final evaluation report that will be
completed subsequent to the acquisition's completion and management's final
evaluation.
(2) Represents one year of amortization expense associated with the purchased
intangible assets and goodwill. Such intangible assets are expected to have
estimated useful lives ranging from four to 17.5 years.
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<TABLE>
PREMIER LASER SYSTEMS, INC.
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTH PERIOD ENDED
SEPTEMBER 30, 1999
<CAPTION>
Historical Pro-Forma Pro-Forma
Consolidated Adjustments Consolidated
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net sales $ 6,685,141 $ 6,685,141
Cost of sales 4,172,855 4,172,855
---------------- ---------------- ----------------
Gross profit 2,512,286 2,512,286
Selling and marketing expenses 2,594,171 2,594,171
Research and development 2,451,266 2,451,266
General and administration 2,393,935 $ 222,965(2) 2,616,900
Purchased in-process research and development - 564,000(1) 564,000
Reduction of previously recorded expenses (350,000) (350,000)
---------------- ---------------- ----------------
Loss from operations (4,577,086) (786,965) (5,364,051)
Interest expense 520,595 520,595
Income tax expense (2,488) (2,488)
---------------- ---------------- ----------------
Net loss $ (5,095,193) $ (786,965) $ (5,882,158)
================ ================ ================
Basic and diluted loss per share $ (0.34) $ (0.34)
---------------- ----------------
Weighted average shares 14,878,944 17,143,858
================ ================
</TABLE>
(1) Represents the purchased in-process research and development based on
preliminary estimated fair values. The final allocation of the acquisition
purchase price will be based upon a final evaluation report that will be
completed subsequent to the acquisition's completion and management's final
evaluation.
(2) Represents six months of amortization expense associated with the purchased
intangible assets and goodwill. Such intangible assets are expected to have
estimated useful lives ranging from four to 17.5 years.
