U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 For the fiscal year ended August 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 1-11140
OPHTHALMIC IMAGING SYSTEMS
(Name of Small Business Issuer in its Charter)
California 94-3035367
(State or Other Jurisdiction I.R.S. Employer Identification No.)
of Incorporation or Organization)
221 Lathrop Way, Suite I 95815
Sacramento, California (Zip Code)
(Address of Principal Executive Offices)
(916) 646-2020
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the
Exchange Act:
Common Stock, No Par Value
(Title of class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes XX No
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year was $6,277,370.
The aggregate market value of the Common Stock of the issuer held by
non-affiliates as of November 30, 1998, was approximately $1,170,537 by
reference to the average bid and ask price of the Common Stock as quoted by
Nasdaq OTC Bulletin Board on such date. As of November 30, 1998, there were
4,155,428 issued and outstanding shares of issuer's Common Stock.
Traditional Small Business Disclosure Format (check one): Yes No XX
<PAGE>2
FORM 10-KSB/A
Table of Contents
PART II
Item 7. Financial Statements
PART III
Item 13. Exhibits and Reports on Form 8-K
<PAGE>3
The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-KSB for the year
ended August 31, 1998 as follows:
1. The Report of Ernst & Young LLP, Independent Auditors as part of the
financial statements included in Item 7 of the Registrant's Form 10-KSB is
replaced in its entirety with the attached.
2. Exhibit 23.2 filed with the Registrant's Form 10-KSB is replaced in its
entirety with the attached.
The purpose of this amendment is to replace the above referenced documents,
which replacement documents reflect modifications of which the Registrant became
aware after originally filing its Form 10-KSB.
PART II
Item 7. Financial Statements
The Report of Ernst & Young LLP, Independent Auditors as part of the
financial statements included in Item 7 of the Registrant's Form 10-KSB is
replaced in its entirety with the attached hereto.
PART III
Item 13. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit Number
Description of Exhibit
23.2 Consent of Ernst & Young LLP, Independent Auditors.
<PAGE>4
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this amendment to Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.
OPHTHALMIC IMAGING SYSTEMS Date: December 16, 1998
By /s/ STEVEN R. VERDOONER
Steven R. Verdooner, Chief Executive
Officer, Chief Financial Officer
and Secretary
In accordance with the Exchange Act, this amendment to Form 10-KSB
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ STEVEN R. VERDOONER Chief Executive Officer, Chief December 16, 1998
Steven R. Verdooner Financial Officer, Secretary and
Director
(Principal Executive Officer and
Principal Financial Officer)
/s/ STEVEN C. LAGORIO Director of Finance December 16, 1998
- --------------------- (Principal Accounting Officer)
Steven C. Lagorio
/s/ MARK S. BLUMENKRANZ, M.D. Director December 16, 1998
Mark S. Blumenkranz, M.D.
/s/ ROBERT W. MEDEARIS Director December 16, 1998
- ----------------------
Robert W. Medearis
/s/ ROBERT I. SCHNUER Director December 16, 1998
- ---------------------
Robert I. Schnuer
/s/ Lawrence A. Yannuzzi Director December 16, 1998
Lawrence A. Yannuzzi, M.D.
<PAGE>F-1A
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors and Stockholders
Ophthalmic Imaging Systems
We have audited the accompanying statements of operations, stockholders, equity,
and cash flows for the year ended August 31, 1997 of Ophthalmic Imaging Systems.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Ophthalmic
Imaging Systems for the year ended August 31, 1997, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Sacramento, California
October 21, 1997
<PAGE>5
EXHIBIT INDEX
Exhibit Number
Description of Exhibit
23.2 Consent of Ernst & Young LLP, Independent Auditors.
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-57518 and Form S-8 No. 333-0461) pertaining to the Stock Option Plan
and the 1995 Nonstatutory Stock Option Plan of Ophthalmic Imaging Systems of our
report dated October 21, 1997, with respect to the 1997 financial statements of
Ophthalmic Imaging Systems included in the Annual Report (Form 10-KSB) for the
year ended August 31, 1998.
ERNST & YOUNG LLP
Sacramento, California
December 14, 1998
