SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO.1)
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
Page 1 of 3
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 21, 1998, Ophthalmic Imaging Systems (the "Company") was notified
by Ernst & Young LLP ("E&Y") that as a result of the Company's majority
ownership by Premier Laser Systems, Inc., a company which E&Y previously
resigned as auditors, E&Y has chosen to terminate its auditor relationship with
the Company.
The reports of E&Y on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended August 31, 1997 and 1996, and in the
subsequent interim period, there were no disagreements with E&Y on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of E&Y
would have caused E&Y to make reference to the matter in their report.
The Company has requested E&Y to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the foregoing
statements. A copy of that letter, dated September 8, 1998, is filed as Exhibit
16.1 to this Form 8-K/A.
ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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16.1 - Letter of Ernst & Young LLP dated September 8, 1998.
Page 2 of 3
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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
September 8, 1998 By:/s/ STEVEN R. VERDOONER
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Steven R. Verdooner
Chief Executive Officer
and Secretary
Page 3 of 3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 - Letter of Ernst & Young LLP dated September 8, 1998.
EXHIBIT 16.1
September 8, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of the Form 8-K/A dated September 8, 1998, of Ophthalmic
Imaging Systems and are in agreement with the statements contained in the first,
second and third paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
ERNST & YOUNG LLP
