SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 21, 1998
OPHTHALMIC IMAGING SYSTEMS
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 1-11140 94-3035367
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
221 LATHROP WAY, SUITE I, SACRAMENTO, CALIFORNIA 95815
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (916) 646-2020
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Ernst & Young LLP ("E&Y") resigned as auditors of Ophthalmic Imaging
Systems (the "Company") on August 21, 1998. Under E&Y's firm policy, E&Y cannot
continue to be engaged by an entity if it has resigned as auditor for a
corporation which controls such entity. Accordingly, pursuant to this firm
policy, since E&Y resigned in May 1998 as auditors of Premier Laser Systems,
Inc., a California corporation which holds a controlling interest in the
Company, E&Y had to resign as auditors of the Company.
In connection with the audits of the two years ended August 31, 1997, and
the subsequent interim period through August 21, 1998, there were no
disagreements between the Company and E&Y on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of E&Y would have caused
it to make reference to the matter in E&Y's report.
The audit reports of E&Y on the financial statements of the Company as of
and for the years ended August 31, 1997 and August 31, 1996, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
The Company has requested E&Y to provide it with a letter addressed to the
Securities and Exchange Commission stating whether or not E&Y agrees with
Company's disclosures as set forth herein. A copy of such letter will be filed
as an amendment to this Report on Form 8-K.
ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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16.1* - Letter of Ernst & Young LLP.
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*To be filed by amendment.
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SIGNATURE
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.
OPHTHALMIC IMAGING SYSTEMS
August 27, 1998 By: /s/ STEVEN R. VERDOONER
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Steven R. Verdooner
CHIEF EXECUTIVE OFFICER
AND SECRETARY
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1* - Letter of Ernst & Young LLP.
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*To be filed by amendment.
