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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: January 31, 2002
Washington, D.C. 20549 Estimated average burden
hours per response . . . 2.50
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FORM 12b-25
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SEC FILE NUMBER
NOTIFICATION OF LATE FILING
1-11140
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CUSIP NUMBER
(Check One):
___ Form 10-K ___ Form 20-F ___ Form 11-K X Form 10-Q ___ Form N-SAR
For Period Ended: May 31, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Ophthalmic Imaging Systems
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Full Name of Registrant
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Former Name if Applicable
221 Lathrop Way, Suite I
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Address of Principal Executive Office (Street and Number)
Sacramento, CA 95815
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Premier Laser Systems, Inc. ("Premier"), a California corporation, currently
owns approximately 49% of Registrant's outstanding common stock and all of
Registrant's Series B Convertible Preferred Stock, thereby giving Premier
majority voting control over Registrant. In addition, Registrant currently has
recorded in its financial statements a liability in favor of Premier in excess
of $2 million, which amount is not net of claims by Registrant against Premier
in potentially substantial amounts.
Registrant's President/Chief Executive Officer resigned in January 2000 and its
Chief Financial Officer/Secretary resigned in February 2000. In March 2000,
Premier filed a voluntary petition for protection and reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Registrant's Chairman of the Board of
Directors is presently acting as Registrant's President and Secretary until
Registrant is able to recruit and hire new management.
Since March 2000, Registrant has been aggressively exploring alternative sources
of funding, such as issuing additional securities and entering into strategic
alliances. Recently, this effort has consumed most of management's time and
resources. And, on July 13, 2000, Registrant, Premier and MediVision Medical
Imaging Ltd. ("MediVision"), an Israeli corporation, entered into a securities
purchase agreement and related agreements (the "Purchase Agreements"), whereby
MediVision has committed to loan to Registrant approximately $1.76 million,
subject to customary closing conditions and approval by the bankruptcy court
overseeing Premier's reorganization. MediVision has also agreed to purchase
Registrant's debt obligations from Premier and convert it into shares of
Registrant's common stock. Upon consummation of the transactions contemplated by
the Purchase Agreements, subject to the terms and conditions therein, MediVision
shall acquire a controlling interest in Registrant, and Premier shall own no
interest in Registrant whatsoever.
As a result of the foregoing, including related diligence efforts, Registrant
has been unable to complete the information required for inclusion in the
currently due report on Form 10-QSB, and could not have done so without
unreasonable effort and expense, so Registrant requires, and hereby requests,
the time allowed under Rule 12b-25 to complete its 10-QSB.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Walt Williams (916) 646-2020
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no
identify report(s). X Yes ___ No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? X Yes ___ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made
Registrant will be reporting significantly decreased revenues and increased
losses before extraordinary item during the three-and nine-month periods
ended May 31, 2000 versus the corresponding three- and nine-month periods
ended May 31, 1999, due, in large measure, to the adverse impact of
diverting a significant amount of the Registrant's limited resources and
management attention and selling efforts away from the its core operations
during fiscal year 2000, including aggressively exploring alternative
sources of necessary funding discussed in greater detail in Part III of
this Form 12b-25.
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Ophthalmic Imaging Systems
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 14, 2000 By /s/ WALT WILLIAMS
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Walt Williams, Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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