U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC FILE NUMBER 1-11140
CUSIP NUMBER
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One:)
|X| Form 10-K and 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q and 10-QSB
|_| Form N-SAR
For Period Ended: August 31, 1998 [ ] 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:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant Ophthalmic Imaging Systems
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Former Name if Applicable
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Address of Principal Executive Office 221 Lathrop Way, Suite I
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City, State and Zip Code Sacramento, California 95815
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PART II -- RULES 12b - 25(b) and (c)
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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.)
(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- K, Form 11-K, Form N-SAR or a
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or 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.
2
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.
On February 25, 1998, The Company entered into a Stock Purchase Agreement
with Premier Laser Systems, Inc., a California corporation ("Premier"), pursuant
to which, among other things: (i) Premier agreed to commence a tender offer
("Tender Offer") to acquire all shares of the Company's common stock not held by
Premier or its affiliates in exchange for a combination of cash and Premier
securities; and (ii) the Company agreed to recommend that shareholders tender
their shares of the Company's common stock in the Tender Offer and not to
solicit any competing acquisition proposals. In August 1998, Premier notified
the Company that Premier would be unable to consummate the transactions
contemplated under the Stock Purchase Agreement.
As previously disclosed, because of certain conflicts with Premier and
the status of the Company as a subsidiary of Premier, the Company's prior
accountants terminated their relationship with the Company on August 21, 1998
(10 days prior to the end of the period). Newly hired accountants have had to
undertake an initial audit of the Company on short notice and to seek resolution
of complex accounting issues resulting from the above referenced aborted
transaction (see attached letter from accountants dated November 25, 1998).
As a result of the foregoing change of accountants, together with the
impact of an anticipated reorganization with Premier pending completion of the
transaction, the subsequent collapse of the transaction with Premier and the
limited resources and staff of the Company maintained in contemplation of the
collapsed transaction, without unreasonable effort or expense, the Company has
been unable to complete the information required for inclusion in the currently
due report on Form 10-KSB as it has in prior periods and requires the time
allowed under Rule 12b-25 to complete the report.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Steven Lagorio (916) 646-2020
(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 the answer is no,
identify report(s).
|X| Yes |_| No
(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
The Company will be reporting significantly increased general and
administrative expenses in 1998 versus 1997, due, in large measure, to
substantial investment banking, legal, and other professional fees and other
expenses incurred in connection with the collapsed transaction with Premier.
Ophthalmic Imaging Systems
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 30, 1998 By:/s/ STEVEN VERDOONER
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Steven Verdooner,
Chief Financial Officer and
Chief Executive Officer
Perry-Smith & Co.
Certified Public Accountants
400 Capitol Mall, Suite 1200
Sacramento, CA 95814
November 25, 1998
Mr. Steven C. Lagorio
Director of Finance
Ophthalmic Imaging Systems
221 Lathrop Way, Suite I
Sacramento, California 95815
Dear Steve:
In connection with our engagement to audit the Company's financial
statements for the year ended August 31, 1998, we have been unable to obtain
certain evidential matter. The significance of the evidential matter is such
that we are unable to complete our audit procedures at this time.
Specifically, we have been unable to confirm with Premier Laser
Systems, Inc. (Premier):
o The amount and repayment terms for the advances made to the
Company;
o Premier's confirmation that $500,000 of the amount advanced to
the Company is to be set off against a $500,000 termination fee
due to the Company from Premier (as defined in the Stock Purchase
Agreement).
The Company has recorded approximately $963,000 payable to Premier.
However, absent their written confirmation as to the repayment terms, we believe
the notes payable must be recorded in the Company's financial statements as a
current liability.
We understand that Management of the Company is actively negotiating
with Premier to finalize the terms of repayment. Upon receipt of Premier's
confirmation, we will promptly complete our audit and issue our report. Filing
an extension with the SEC for the Form 10K may provide the additional time
require to complete our procedures. Please call me at 441-1000 if you have any
questions.
Very truly yours,
/s/ TOM PERRY-SMITH
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Tom Perry-Smith
Partner