UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO.1)
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1998; OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________________ to ___________________ .
Commission File Number 0-23125
OSI SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
California 33-0238801
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12525 Chadron Avenue
Hawthorne, California 90250
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (310) 978-0516
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Name of Each Exchange on
Each Class Which Registered
----------------- ------------------------
Common Stock, No Par Value Nasdaq
1
Indicate by check mark whether the registrant: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Park III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock of the registrant held by non-
affiliates of the registrant, based upon the closing sales price of the Common
Stock on the Nasdaq National Market on September 18, 1998, was $40,554,480.
The number of shares of the registrant's Common Stock outstanding as of
September 18, 1998 was 9,694,165.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement relating to the 1998
Annual Meeting of Stockholders (to be filed subsequently) are incorporated by
reference into Part III.
2
GENERAL NOTE
This Annual Report on Form 10-K is being amended only with respect to certain
exhibits filed in response to Item 14.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of Report
a) FINANCIAL STATEMENTS INCLUDED IN ITEM 8:
Report of Independent Accountants F-1
Consolidated Balance Sheets at June 30, 1997 and 1998 F-2
Consolidated Statements of Operations for the years ended F-3
June 30, 1996, 1997 and 1998
Consolidated Statements of Shareholders' Equity F-4
for the years ended June 30, 1996, 1997 and 1998
Consolidated Statements of Cash Flows for the years ended F-5
June 30, 1996, 1997 and 1998
Notes to Consolidated Financial Statements F-7
b) FINANCIAL STATEMENT SCHEDULES INCLUDED IN ITEM 8:
Schedule II - Valuation and Qualifying Accounts
No other financial statement schedules are presented as the required
information is either not applicable or included in the Consolidated
Financial Statements or notes thereto.
c) EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed as part
of this Annual Report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 1998.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
OSI SYSTEMS, INC.
(Registrant)
Date: November 13, 1998 By: /s/ Ajay Mehra
---------------
Ajay Mehra
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Deepak Chopra Chairman of the Board, November 13, 1998
- ----------------------- President and Chief
Deepak Chopra Executive Officer
(Principal Executive
Officer)
/s/ Ajay Mehra Vice President, Chief November 13, 1998
- ----------------------- Financial Officer
Ajay Mehra (Principal Financial and
Accounting Officer),
Secretary and Director
/s/ Steven C. Good Director November 13, 1998
- -----------------------
Steven C. Good
/s/ Meyer Luskin Director November 13, 1998
- -----------------------
Meyer Luskin
/s/ Madan G. Syal Director November 13, 1998
- -----------------------
Madan G. Syal
4
INDEX TO EXHIBITS
NUMBER EXHIBIT DESCRIPTION
------ -------------------
3.1 Articles of Incorporation of the Company (1)
3.2 Amended and Restated Bylaws of the Company (1)
4.1 Specimen Common Stock Certificate (3)
10.1 1987 Incentive Stock Option Plan, as amended, and form of
Stock Option Agreement (1)
10.2 1997 Stock Option Plan and forms of Stock Option Agreements
(2)
10.3 Employment Agreement dated April 1, 1997 between the Company
and Deepak Chopra (1)
10.4 Employment Agreement dated April 1, 1997 between the Company
and Ajay Mehra (1)
10.5 Employment Agreement dated March 1, 1993 between the Company
and Andreas F. Kotowski (3)
10.6 Employment Agreement dated April 1, 1997 between the Company
and Manoocher Mansouri Aliabadi (1)
10.7 Employment Agreement dated October 5, 1994 between the Company
and Anthony S. Crane (3)
10.8 Expatriate Employment Agreement dated July 11, 1995 between
the Company and Thomas K. Hickman (2)
10.9 Incentive Compensation Agreement dated December 18, 1996
between the Company and Andreas F. Kotowski (1)
10.10 Form of Indemnity Agreement for directors and executive
officers of the Company (3)
10.11 Joint Venture Agreement dated January 4, 1994 among the
Company, Electronics Corporation of India, Limited and ECIL-
Rapiscan Security Products Limited, as amended (2)
10.12 Amendment Number Two to Lease, dated October 24, 1995 to lease
dated January 1, 1989 by and between KB Management Company,
and UDT Sensors, Inc.(1)
10.13 Lease Agreement dated July 4, 1986 by and between Electricity
Supply Nominees Limited and Rapiscan Security Products Limited
(as assignee of International Aeradio Limited) (3)
10.14 Lease Agreement dated January 17, 1997 by and between Artloon
Supplies Sdn. Bhd. and Opto Sensors (M) Sdn. Bhd.(1)
10.15 Credit Agreement entered into on January 24, 1997, by and
between Sanwa Bank California and Opto Sensors, Inc., UDT
Sensors, Inc., Rapiscan Security Products (U.S.A.), Inc. and
Ferson Optics, Inc.(1)
10.16 Credit Agreement entered into on November 1, 1996 by and
between Opto Sensors, Inc., UDT Sensors, Inc., Rapiscan
Security Products (U.S.A.), Inc. and Ferson Optics, Inc., and
Wells Fargo HSBC Trade Bank (1)
10.17 License Agreement made and entered into as of December 19,
1994, by and between EG&G, Inc. and Rapiscan Security
Products, Inc.(1)
5
10.18 Stock Purchase Agreement dated March 5, 1997 between
Industriinvestor ASA and Opto Sensors, Inc.(1)
10.19 Lease dated September 24, 1997 between the Company and D.S.A.
Properties (4)
10.20 Agreement of Purchase and Sale and Joint Escrow Instructions
dated as of June 23, 1998 by and between KB Chadron Building,
LLC and UDT Sensors, Inc. (6)
10.21 Agreement of Purchase and Sale and Joint Escrow Instructions
dated as of June 23, 1998 by and between Chadron II, LLC and
UDT Sensors, Inc. (6)
21.1 Subsidiaries of the Company (5)
23.1 Consent of Deloitte & Touche LLP (5)
27.1 Financial Data Schedule (5)
99.1 Criminal Plea and Sentencing Agreement between UDT Sensors,
Inc. and U.S. Attorney's Office (2)
99.2 Agreement between UDT Sensors, Inc. and Department of Navy (2)
- ------------------------
(1) Previously filed with the Company's Registration Statement filed June 13,
1997.
(2) Previously filed with the Company's Amendment No. 1 to the Registration
Statement filed August 1, 1997.
(3) Previously filed with the Company's Amendment No. 2 to the Registration
Statement filed August 15, 1997.
(4) Previously filed with the Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1997.
(5) Previously filed with the Company's Annual Report on Form 10-K for the year
ended June 30, 1998, which was filed with the Securities and Exchange
Commission on September 28, 1998.
(6) Filed herewith.
6