<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. 15)*
OPHTHALMIC IMAGING SYSTEMS
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
683737
(CUSIP Number)
Premier Laser Systems, Inc.
Attn: Michael J. Quinn
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)
February 16, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
- -----------------------
*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>
CUSIP No. 683737 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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*
OO
________________________________________________________________________________
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
2,281,758 shares (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,131,758 shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,758 shares (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 53.0% based on 4,305,428 shares(2) of common stock reported
as outstanding as of January 14, 2000.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Footnotes set forth on Addendum to Schedule 13D herein)
<PAGE>
CUSIP No. 683737 13D Page 3 of 5 Pages
OPHTHALMIC IMAGING SYSTEMS
Common Stock
SCHEDULE 13D
This Amendment No. 15 (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 13, 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, 1999, by Amendment No. 10 filed with
the Commission on February 11, 1999, by Amendment No. 11 filed with the
Commission on March 26, 1999, by Amendment No. 12 filed with the Commission on
June 11, 1999, by Amendment No. 13 filed with the Commission June 29, 1999, by
Amendment No. 14 filed with the commission on October 28, 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 ("OIS") (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 February 15, 2000, OIS terminated the Agreement and Plan of
Reorganization previously entered into among Premier, OIS and Ophthalmic
Acquisition Corporation, a California corporation and wholly-owned subsidiary of
Premier. On February 16, 2000, Premier placed 54 of its 80 employees on
temporary unpaid leave.
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. 15.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.20 Press Release of Premier Laser Systems, Inc. issued
February 16, 2000.
Exhibit 99.21 Joint Press Release of Premier Laser Systems, Inc. and
Ophthalmic Imaging Systems issued February 18, 2000.
<PAGE>
CUSIP No. 683737 13D Page 4 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: February 22, 2000
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 13D Page 5 of 5 Pages
ADDENDUM TO SCHEDULE 13D
ISSUER: OPHTHALMIC IMAGING SYSTEMS
REPORTING PERSON: PREMIER LASER SYSTEMS, INC.
(The contents of this Addendum are part of this
Statement on Schedule 13D filed by the Reporting Person
referenced above and are incorporated by reference herein
at such point which corresponds to the appropriate footnote.)
Footnotes to Schedule 13D
- -------------------------
1/ The 2,281,758 shares include an additional 150,000 shares over which Premier
has voting control pursuant to Premier's acquisition of the 150 shares of Series
B Preferred Stock.
2/ The 4,305,428 shares of OIS Common Stock does not include the 150,000 shares
over which the Reporting Person has voting control through its acquisition of
the 150 shares of Series B Preferred Stock.
EXHIBIT 99.20
Premier Laser Systems Furloughs 54 Employees; Hires Financial Consultant
IRVINE, Calif., Feb. 16 /PRNewswire/ -- Premier Laser Systems, Inc. (Nasdaq:
PLSIA) announced today that it has placed 54 of its 80 employees on temporary
unpaid leave in order to address short term liquidity issues, and that it has
hired Newport Beach, CA-based Crossroads LLC to assist the Company in
identifying and assessing strategic and financial alternatives.
Premier Laser President and CEO Michael J. Quinn commented, "We believe the
Company has three principal assets: its experienced workforce, its intellectual
property and its products. We regret having to take this step but found it
unavoidable under the circumstances. We have retained Crossroads to identify the
best strategy for preserving and enhancing the value of the Company for the
benefit of all of our stakeholders, including our employees."
Premier Laser Systems develops, manufactures and markets diagnostic and
therapeutic products for the eyecare, dentistry and surgical markets including
lasers, fiber optic delivery systems and associated products for a variety of
applications.
Headquartered in Newport Beach, California, Crossroads provides financial
advisory and operational consulting to public and private companies across a
variety of industry groups. It has offices in Newport Beach, New York City,
Dallas and Stamford, CT.
The statements in this release that relate to future events or performance and
statements about growth are forward-looking statements that involve risks and
uncertainties, including risks associated with uncertainties related to the
development of markets for and commercial acceptance of the company's products
and services, the availability of components, competitors' product introductions
and other risks identified in the company's SEC filings. Actual results may
differ from those described in these forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
CONTACT: investors, Robert Mahoney, Chief Financial Officer of Premier Laser
Systems, Inc., 949-859-0656; or media, Cathy Allen of Allen & Caron Inc.,
949-474-4300, for Premier Laser Systems.
EXHIBIT 99.21
Premier Laser Systems and Ophthalmic Imaging Systems Terminate Merger Agreement
2/18/00 4:30:00 AM/ Source: PR Newswire/ IRVINE, Calif., Feb. 18 /PRNewswire/ --
Premier Laser Systems, Inc. (Nasdaq:PLSIA) and Ophthalmic Imaging Systems (OTC
Bulletin Board: OISI) (OIS) today announced that OIS has terminated the
previously announced merger agreement between the companies. The companies
indicated that while the merger of the two companies was not practicable at the
present time, the companies planned to continue to work together and to explore
ways to take advantage of the potential synergies that the companies believed
would have been available through the merger.
Premier Laser Systems develops, manufactures and markets diagnostic and
therapeutic products for the eyecare, dentistry and surgical markets including
lasers, fiber optic delivery systems and associated products for a variety of
applications.
Ophthalmic Imaging Systems is a leading provider of ophthalmic digital imaging
systems. OIS designs, develops, manufactures and markets digital imaging and
image enhancement systems and analysis software. OIS offers customer support
through a worldwide network of service technicians.
