<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OPHTHALMIC IMAGING SYSTEMS, INC.
[Name of Issuer]
COMMON STOCK, NO PAR VALUE
[Title of Class of Securities]
683737
(CUSIP Number)
Arthur Silber
5508 Randall Road,
Montreal, Quebec H4V 2V8, Canada
(514) 847-6341
with a copy to:
Fred Fenster
Heenan Blaikie
9401 Wilshire Boulevard, Suite 1100
Beverly Hills, CA 90212
(310) 275-3600
(Name, address and telephone number of person
authorized to receive notices and communications)
October 26, 1999
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
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* 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).
(Continued on following pages.)
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CUSIP No. 683737 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Arthur Silber
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7. SOLE VOTING POWER
NUMBER OF
263,500
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
--------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 263,500
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A [___]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% BASED ON 4,155,428 SHARES OF COMMON STOCK REPORTED AS
OUTSTANDING AS OF JULY 14, 1999
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14. TYPE OF REPORTING PERSONS
IN
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CUSIP No. 683737 Page 3 of 5 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Victoria Dadouche
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7. SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
--------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A [___]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
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14. TYPE OF REPORTING PERSONS
IN
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CUSIP No. 683737 Page 4 of 5 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Common Stock, no par value
("Common Stock") of Ophthalmic Imaging Systems, Inc. (the "Company"). The
address of the principal executive offices of the Company is 221 Lathrop Way,
Suite 1, Sacramento California 95815.
Item 2. Identity And Background.
(a) This Schedule 13D is being filed by Arthur Silber and Victoria
Dadouche, who are husband and wife. Victoria Dadouche disclaims beneficial
ownership of the shares of Common Stock owned by Arthur Silber. Ms. Dadouche
does not own beneficially any shares of the outstanding Common Stock;
nevertheless, in an abundance of caution, Ms. Dadouche is voluntarily making
this filing.
(b) The address of the filing persons is 5508 Randall Road,
Montreal, Quebec H4V 2V8, Canada.
(c) Mr. Silber is Vice-President of Wood Gundy Private Client
Investments, a division of CIBC World Markets Inc., 600 de Maisonneuve
Boulevard W., Suite 3050, Montreal, Quebec H3A 3J2, Canada. Ms. Dadouche is
not currently employed.
(d) Not Applicable.
(e) Not Applicable.
(f) Mr. Silber and Ms. Dadouche are both citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to make the purchases was personal funds of
Mr. Silber.
Item 4. Purpose of Transaction.
Mr. Silber has purchased Common Stock of the Company for investment
purposes. Originally, such purchases were made in reliance on the merger
agreement between the Company and Premiere Laser Systems, Inc. ("PREMIERE")
that was not consummated. According to Amendment No. 14 to its Schedule 13D,
Premiere has entered into another agreement to acquire by merger of all of
the outstanding shares of common stock of the Company that it does not
already own in exchange for shares of Premiere's Common Stock. Mr. Silber has
indicated to the Company that he opposes such a transaction. He reserves the
right to vote against the proposed merger, as well as any rights he may have
as a dissenting shareholder under Sections 1300 et seq. of the California
Corporations Code. While Mr. Silber at this time has no intention of seeking
membership on the Company's Board of Directors or proposing an alternative
transaction, he reserves the right to do so in the future.
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CUSIP No. 683737 Page 5 of 5 Pages
Subsequent to his initial investment in the Company, Mr. Silber has
purchased additional shares on the open market, also for investment purposes.
Ms. Dadouche originally acquired 191,500 shares of Common Stock from Mr.
Silber; on October 26, 1999, Ms. Dadouche resold the shares to Mr. Silber.
Mr. Silber owns sole voting power and sole dispositive power over the
shares.
Item 5. Interest in Securities of the Issuer.
Mr. Silber owns 263,500 shares of Common Stock, as to which he has
sole voting power and sole dispositive power, representing 6.3% of the
outstanding shares (based on 4,155,428 shares of Common Stock outstanding, as
of July 14, 1999, as set forth in the Company's Form 10-QSB for the fiscal
quarter ending May 31, 1999). Since the most recent filing of his Schedule
13D, Mr. Silber purchased on the open market an additional 6,500 shares at
$.582 per share on August 25, 1999, 4,000 shares at $.563 per share on
September 1, 1999, 2,500 shares at $.75 per share on September 16, 1999,
2,500 shares at $.64 per share on September 28, 1999, 8,000 shares at $1.434
per share on October 22, 1999, and 17,000 shares at $1.375 per share on
October 25, 1999 (prices per share are in U.S. dollars). On October 26, 1999,
Mr. Silber purchased 191,500 shares from Ms. Dadouche at $1.188 per share,
the then market price of the shares. Ms. Dadouche ceased to be the beneficial
owner of any of the outstanding shares of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to be filed as Exhibits.
Not Applicable.
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: November 16, 199 /s/ Arthur Silber
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Arthur Silber
/s/ Victoria Dadouche
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Victoria Dadouche
