Attached files
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| EX-99.1 - THE COMPANY'S PRESS RELEASE DATED MARCH 23, 2011 - OPHTHALMIC IMAGING SYSTEMS | ex99_1-f8k03172011.htm |
UNITED STATES
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): March 17, 2011
OPHTHALMIC IMAGING SYSTEMS
(Exact Name of Registrant as Specified in its Charter)
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CALIFORNIA
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1-11140
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94-3035367
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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221 Lathrop Way, Suite I
Sacramento, California
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95815
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(Address of Principal Executive)
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(Zip Code)
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(Registrant’s telephone number, including area code): (916) 646-2020
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 4.02.
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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During the year-end financial close process of fiscal 2010, Ophthalmic Imaging Systems (“Company”) discovered errors in its accounting treatment for certain warrants to purchase shares of the Company’s common stock and embedded conversion options issued in connection with a convertible note. Anti-dilution provisions present in all of these securities adjust the exercise price of the warrants and conversion price of the convertible debt if the Company sells any equity securities or securities convertible into equity, options or rights to purchase equity securities, at a per share selling price less than the exercise price pursuant to a weighted-average formula. These anti-dilution provisions present in these securities result in these securities being classified as liabilities. However, the Company had classified these securities as equity.
As a result, on March 17, 2011, with the recommendation of the Company’s management, the board of directors concluded that the Company’s financial statements as of and for the fiscal year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K for that year, and the Company’s unaudited condensed consolidated financial statements for the quarterly periods in 2010 and 2009 contained in the Company’s previously filed Quarterly Reports on Form 10-Q should no longer be relied upon and will be restated.
The Company’s Audit Committee has discussed the matters disclosed in this Item 4.02 with its independent registered accounting firm, Perry-Smith LLP.
The Company anticipates that it will not be delayed in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
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Item 7.01.
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Regulation FD Disclosure.
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On March 23, 2011, the Company issued a press release concerning the foregoing. A copy of the press release is furnished as Exhibit 99.1 to this Report.
Item 7.01 and Exhibit 99.1 herein are being furnished, and shall not be deemed “filed,” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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99.1
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The Company’s press release dated March 23, 2011.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 23, 2011
| OPHTHALMIC IMAGING SYSTEMS | |||
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By:
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/s/ Ariel Shenhar
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Name:
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Ariel Shenhar
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Title:
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Chief Financial Officer
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