SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2004
OPHTHALMIC IMAGING SYSTEMS
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 1-11140 94-3035367
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
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
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On April 27, 2004, the registrant entered into a securities purchase
agreement with Laurus Master Fund, Ltd. Pursuant to this agreement, the
registrant sold to the purchaser a secured convertible term note in the
principal amount of $1,000,000 bearing interest at the rate of six and one-half
percent (6.5%) per annum, due April 27, 2007, convertible into shares of the
registrant's common stock at a conversion price of $1.22 per share. Interest is
payable at the option of the registrant in cash or shares of common stock. The
registrant granted to the purchaser a subordinated second priority security
interest in the registrant's assets to secure the obligations under the note
pursuant to a security agreement dated April 27, 2004 between the registrant and
the purchaser.
Additionally, the registrant issued a warrant to the purchaser to
purchase 313,000 shares of the registrant's common stock at exercise prices
ranging between $1.40 and $1.83 per share. The purchaser may exercise the
warrant through April 27, 2009.
The registrant is obligated to register for resale the shares of common
stock issuable upon conversion of the note and upon exercise of the warrant
pursuant to a registration rights agreement dated April 27, 2004 between the
registrant and the purchaser.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
Exhibit Number Description
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4.1 Securities Purchase Agreement dated April 27, 2004 by and
between the registrant and the purchaser.
4.2 Secured Convertible Term Note dated April 27, 2004 issued to
the purchaser.
4.3 Common Stock Purchase Warrant dated April 27, 2004 issued to
the purchaser.
4.4 Registration Rights Agreement April 27, 2004 by and between
the registrant and the purchaser.
4.5 Security Agreement dated April 27, 2004 by and between the
registrant and the purchaser.
99.1 Press Release of the registrant dated April 28, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 29, 2004 OPHTHALMIC IMAGING SYSTEMS
By: /s/ Ariel Shenhar
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Name: Ariel Shenhar
Title: Chief Financial Officer, Vice President,
and Secretary
EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Securities Purchase Agreement dated April 27, 2004 by and between the
registrant and the purchaser.
4.2 Secured Convertible Term Note dated April 27, 2004 issued to the
purchaser.
4.3 Common Stock Purchase Warrant dated April 27, 2004 issued to the
purchaser.
4.4 Registration Rights Agreement dated April 27, 2004 by and between the
registrant and the purchaser.
4.5 Security Agreement dated April 27, 2004 by and between the registrant
and the purchaser.
99.1 Press Release of the registrant dated April 28, 2004.