SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 14(F)
PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
OPHTHALMIC IMAGING SYSTEMS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER, AS AMENDED)
CALIFORNIA 94-3035367
STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
221 LATHROP WAY, SUITE I, SACRAMENTO, CALIFORNIA 95815
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF REGISTRANT ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (916) 646-2020
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OPHTHALMIC IMAGING SYSTEMS
221 LATHROP WAY, SUITE I
SACRAMENTO, CALIFORNIA 95815
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INFORMATION STATEMENT PURSUANT
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND
OPHTHALMIC IMAGING SYSTEMS A PROXY.
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This Information Statement, which is being mailed on or about August
28, 2000 to the holders of shares of the common stock, no par value (the "Common
Stock"), of Ophthalmic Imaging Systems, a California corporation (the
"Company"), is being furnished in connection with the designation by MediVision
Medical Imaging Ltd., an Israeli corporation, ("MediVision"), of persons (the
"Purchaser Designees') to the Board of Directors of the Company (the "Board').
Such designation is to be made pursuant to a Working Capital Funding Agreement
dated as of July 13, 2000 (the "Funding Agreement") between the Company and
MediVision. Pursuant to the Funding Agreement, among other things, the Company
will borrow from MediVision funds for working capital purposes in a principal
amount of up to One Million Five Hundred Thousand Dollars ($1,500,000), which
borrowings and accrued interest thereon shall be convertible, at MediVision's
option, into shares of Common Stock of the Company in accordance with the terms
of the Funding Agreement. The Funding Agreement was executed in conjunction with
a Securities Purchase Agreement by and among the Company, MediVision and Premier
Laser Systems, Inc., a California corporation ("Premier"), dated July 13, 2000,
pursuant to which MediVision is acquiring from Premier shares of Common Stock of
the Company and convertible debt of the Company.
GENERAL INFORMATION REGARDING THE COMPANY
General
The shares of Common Stock are the only class of outstanding voting
securities of the Company. Each share is entitled to one vote. As of August 28
2000, there were 8,138,305 shares of Common Stock outstanding.
Right to Designate Directors; Purchaser Designees
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The Funding Agreement provides that upon the closing of the
transactions contemplated thereby (the "Closing"), the parties thereto shall
take commercially reasonable steps, in compliance with applicable law and the
bylaws and articles of the Company, to cause (i) the resignation of the current
directors of the Company and (ii) the appointment, upon designation by
MediVision, of new directors, who shall constitute a majority of directors of
the Company. R. Joseph Allen, Daniel S. Durrie, M.D., Randall C. Fowler, and
Walt Williams have tendered to the Company their resignations as directors of
the Company, effective upon the Closing, and the Purchaser has informed the
Company that each of the Purchaser Designees listed below has consented to act
as a director. It is expected that the Purchaser Designees may assume office at
any time following the Closing and that, upon assuming office, the Purchase
Designees will thereafter constitute at a majority of the Board of Directors of
the Company.
The following is an account of the business experience during at least
the past five years of the Purchaser Designees, indicating the principal
occupation and employment during that period by each, and the name and principal
business of the organizations by which they are and were employed.
NAME AGE
---- ---
Noam Allon 41
Gil Allon 39
Ariel Shenhar 35
Jonathan Adereth 53
NOAM ALLON has served as the President, Chief Executive Officer and a
member of the Board of Directors of MediVision since MediVision's inception in
June 1993. Mr. Allon also currently serves as the President, Chief Executive
Officer and a member of the Board of Directors of MediVision's subsidiaries:
Camvision, Laservision and Medivision France. From 1992 to 1993, Mr. Allon
served as Vice President of Marketing and Sales of Fidelity Medical (Israel)
Ltd., an Israeli corporation engaged in digital x-ray imaging and archiving
systems. Mr. Allon received his B.Sc. in Computer Science with distinction from
the Technion Israel Institute of Technology in Haifa, Israel in May 1986.
GIL ALLON has served as the Vice President, Chief Operating Officer and
a member of the Board of Directors of MediVision since MediVision's inception in
June 1993. Mr. Allon also currently serves as the Vice President, Chief
Operating Officer and a member of the Board of Directors of MediVision's
subsidiaries: Camvision and Laservision. From 1990 to 1993, Mr. Allon served as
General Manager of Guy Systems, an Israeli corporation engaged in the analysis
and development of information systems and general software. Mr. Allon received
his B.A. and M.Sc. in Computer Science from the Technion Israel Institute of
Technology in Haifa, Israel in May 1987 and December 1989, respectively, and his
M.B.A. with distinction in Business Management from the University of Haifa in
September 1999.
ARIEL SHENHAR has served as a member of the Board of Directors of
MediVision since August 1994 and as its Vice President and Chief Financial
Officer since January 1997. Mr. Shenhar served as a member of the Board of
Directors of Fidelity Gold Real Estate Markets Ltd.,
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an Israeli company engaged in real estate, from 1994 to 1998, as an accountant
at Nissan Caspi & Co. Certified Public Accountants in Jerusalem, Israel in 1996,
and at Witkowski & Co. Certified Public Accountants in Tel Aviv, Israel from
1994 to 1995. From 1991 to 1994, Mr. Shenhar served as Export and Marketing
Manager and a member of the Board of Directors at Anispor International Trading
Ltd., an Israeli corporation engaged in the export of products, systems and
turnkey projects in the healthcare, agriculture and police equipment fields.
From 1993 to 1994, Mr. Shenhar also served as a member of the Board of Directors
of Barton Planning & Manufacturing Ltd., an Israeli corporation engaged in
ironwork and machinery. Mr. Shenhar received his B.A. in Economics and
Accounting and his M.B.A. in Finance from the Hebrew University in Jerusalem,
Israel and June 1992 and June 1999, respectively, and has been a Certified
Public Accountant since January 1997.
JONATHAN ADERETH has served as a member of the Board of Directors of
MediVision since July 1, 1999. Mr. Adereth currently serves also as a member of
the Board of Directors of E&C Medical Intelligence Ltd., an Israeli corporation
engaged in medical knowledge-based case management systems. In addition, Mr.
Adereth is a director of Eliav Ltd., an Israeli corporation engaged in medical
imaging systems. From 1994 to 1998, Mr. Adereth served as President and CEO and
as a member of the Board of Directors of Elscint Ltd., one of Israel's largest
medical equipment companies engaged in the development, manufacturing and
marketing of medical imaging products such as CT scanners, MRI systems and gamma
cameras. Prior thereto Mr. Adereth served as a senior officer of Elscint Ltd. in
various positions and capacities, including as Senior Vice President of Sales
and Marketing in 1994 and as Vice President of Sales, from 1986 to 1993. Mr.
Adereth received his B.Sc. in Physics from the Technion Israel Institute of
Technology in Haifa, Israel in May, 1973.
No shares of Common Stock of the Company are owned beneficially by any
of the aforementioned Purchaser Designees.
Compensation of Directors
The compensation of directors of the Company will be determined by the
new Board of Directors.
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this Information Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
OPHTHALMIC IMAGING SYSTEMS
By:
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Noam Allon, CEO
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