SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K/A (AMENDMENT NO.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): AUGUST 21, 1998 OPHTHALMIC IMAGING SYSTEMS ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 1-11140 94-3035367 - ----------------------------- ---------------------- -------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer Incorporation) Identification Number) 221 LATHROP WAY, SUITE I, SACRAMENTO, CALIFORNIA 95815 ------------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (916) 646-2020 Page 1 of 3 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On August 21, 1998, Ophthalmic Imaging Systems (the "Company") was notified by Ernst & Young LLP ("E&Y") that as a result of the Company's majority ownership by Premier Laser Systems, Inc., a company which E&Y previously resigned as auditors, E&Y has chosen to terminate its auditor relationship with the Company. The reports of E&Y on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company's financial statements for each of the two fiscal years ended August 31, 1997 and 1996, and in the subsequent interim period, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of E&Y would have caused E&Y to make reference to the matter in their report. The Company has requested E&Y to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements. A copy of that letter, dated September 8, 1998, is filed as Exhibit 16.1 to this Form 8-K/A. ITEM 7. EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 16.1 - Letter of Ernst & Young LLP dated September 8, 1998. Page 2 of 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPHTHALMIC IMAGING SYSTEMS September 8, 1998 By:/s/ STEVEN R. VERDOONER -------------------------- Steven R. Verdooner Chief Executive Officer and Secretary Page 3 of 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 16.1 - Letter of Ernst & Young LLP dated September 8, 1998.