SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Ophthalmic Imaging Systems
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(Name of Issuer)
Common Stock, no par value
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(Title of class of securities)
683737
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(CUSIP Number)
MediVision Medical Imaging Ltd. Henry I. Rothman, Esq.
P.O. Box 45, Industrial Park Parker Chapin, LLP
Yokneam Elit The Chrysler Building
20692 Israel 405 Lexington Avenue
Attn: Noam Allon New York, NY 10174
972-4-9894884
(Persons Authorized to Receive Notices and Communications)
August 28, 2000
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(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(b)(3) or (4), check the following box [ ]
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CUSIP NO. 683737 13D PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Medivision Medical Imaging Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
2 (b)
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4 BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Israel
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 5,964,635
BY EACH REPORTING ----------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH -0-
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9 SOLE DISPOSITIVE POWER
5,964,635
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10 SHARED DISPOSITIVE POWER
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
11 5,964,635
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 73.3%
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TYPE OF REPORTING PERSON*
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 683737 13D PAGE 3 OF 6 PAGES
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Ophthalmic Imaging
Systems ("OIS"). OIS's executive offices are located at 221 Lathrop Way, Suite
I, Sacramento, California 95815.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by MediVision Medical Imaging Ltd.
("MediVision" or the "Reporting Person"), an Israeli corporation. MediVision is
principally engaged in the design, development, manufacturing and marketing of
digital imaging devices for medical applications with an emphasis on diagnostics
related to the retina. The address of the principal business office of
MediVision is P.O. Box 45, Industrial Park, Yokneam Elit, 20692 Israel
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such
person or entity was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
Federal or State securities laws or findings of any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
5,964,635 shares of Common Stock were purchased by MediVision from
Premier Laser Systems, Inc. ("Premier"), a California corporation, pursuant to a
certain Securities Purchase
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CUSIP NO. 683737 13D PAGE 4 OF 6 PAGES
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Agreement dated as of July 13, 2000 by and among MediVision, OIS and Premier.
Pursuant to the Securities Purchase Agreement, MediVision purchased 2,131,758
shares of Common Stock of OIS and 150 shares of Series B Preferred Stock, which
was converted into 150 shares of Common Stock of OIS (collectively, the
"Shares"), along with convertible OIS debt held by Premier, which was converted
into 3,832,727 shares of Common Stock of OIS, and certain inventory of Premier
for an aggregate purchase price (1) $1,700,000 and (2) $1,000,000 worth of
shares of Common Stock of MediVision, with respect to which OIS has certain put
rights. The consideration used in making the purchases consists of MediVision's
own funds and with $1,750,000 borrowed from Delta Lloyd Bank N.V. pursuant to a
Loan Agreement dated August 8, 2000.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to purchase the Shares for
investment purposes. Pursuant to the Working Capital Funding Agreement between
OIS and MediVision, dated as of July 13, 2000 and signed in connection with the
Securities Purchase Agreement, the Reporting Person designated four (4) persons
to OIS's Board of Directors to replace the existing Board Members who are
resigning. Except as may be provided herein or in the Securities Purchase
Agreement, the Reporting Person does not have any other plans or proposals which
would result in: (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of OIS or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of OIS or any of its subsidiaries; (iii)
any change in the present board of directors or management of OIS, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (iv) any material change in the present
capitalization or dividend policy of OIS; (v) any other material change in OIS's
business or corporate structure, (vi) any changes in OIS's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of OIS by any person; (vii) causing a class of securities
of OIS to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (viii) causing a class of equity securities of
OIS to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Number of Percent of
Name Shares Class
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MediVision Medical Imaging Ltd. 5,964,635 73.3%
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CUSIP NO. 683737 13D PAGE 5 OF 6 PAGES
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Other than pursuant to the Stock Purchase Agreement and the Working
Capital Funding Agreement, the Reporting Person has not purchased any shares of
Common Stock of OIS during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Summaries of the Stock Purchase Agreement and Working Capital Funding
Agreement, which are incorporated herein by reference, are provided in Items 3
and 4 herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Securities Purchase Agreement
Exhibit 2 - Working Capital Funding Agreement
Exhibit 3 - Loan Agreement
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CUSIP NO. 683737 13D PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Dated: ___, 2000
MEDIVISION MEDICAL IMAGING LTD.
By:
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Name: Noam Allon
Title: CEO and President
