As filed with the Securities and Exchange Commission on December 21, 2001
Registration No. 333-75228
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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OSI SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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12525 Chadron Avenue
Hawthorne, California 90250
California (310) 978-0516 33-0238801
(State or Jurisdiction of (Address, Including Zip Code, and Telephone Number, (IRS Employer Identification
Incorporation or Organization) Including Area Code, of Registrant's Principal Executive Offices) Number)
------------------------
Deepak Chopra
President and Chief Executive Officer
12525 Chadron Avenue
Hawthorne, California 90250
(310) 978-0516
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------
Copies to:
Gerald M. Chizever, Esq.
Donald G. Johnson, Jr., Esq.
Richman, Mann, Chizever, Phillips & Duboff
9601 Wilshire Boulevard, Penthouse
Beverly Hills, California 90210
(310) 274-8300; Fax: (310) 274-2831)
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Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable from time to time after the effective date of this
registration statement.
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Offering Amount of
of Securities to be Registered Registered Per Share(1) Price (1) Registration Fee
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Common Stock, no par value 2,691,000 $19.84 $53,389,440 $12,760.08*
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(1) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Based on the
average of the high and low prices per share of Common Stock of the
registrant as reported on the NASDAQ National Market on December 13, 2001.
------------------
* Previously paid
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
2,691,000 SHARES
OSI SYSTEMS, INC.
COMMON STOCK
Certain of our stockholders (the "Selling Stockholders") are offering to sell up
to 2,691,000 shares of our common stock (the "Stock"). We are not offering or
selling any of the Stock. The Selling Stockholders may sell the Stock on the
open market at market price in ordinary broker transactions or in negotiated
transactions, and they may pay broker commissions in connection with such
transactions. We will not receive any of the proceeds of sale of the Stock nor
pay any broker commissions in connection with such sales. Our common stock is
quoted on the NASDAQ National Market under the symbol OSIS. On December 12,
2001, the closing price of the our common stock was $19.30 per share.
______________________________
You should carefully consider each of the risk
factors described under RISK FACTORS beginning
on page 3 of this prospectus.
______________________________
The Selling Stockholders and any broker-dealer executing selling orders on
behalf of or purchasing from the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act. Commissions received by
any such broker-dealer may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933.
______________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
______________________________
The date of this prospectus is December 20, 2001
TABLE OF CONTENTS
Page
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SUMMARY............................................................ 1
RISK FACTORS....................................................... 3
FORWARD-LOOKING STATEMENTS......................................... 7
USE OF PROCEEDS.................................................... 8
SELLING STOCKHOLDERS............................................... 8
PLAN OF DISTRIBUTION............................................... 10
RECENT DEVELOPMENTS................................................ 11
LEGAL MATTERS...................................................... 11
INCORPORATION OF DOCUMENTS BY REFERENCE............................ 11
INDEMNIFICATION.................................................... 12
PROSPECTUS SUMMARY
You should read this summary together with the other information contained in
other parts of this prospectus and the documents which are incorporated by
reference. Because it is a summary, it does not contain all of the information
that you should consider before investing in our common stock. We will provide
copies of documents incorporated by reference to you upon request and without
cost to you.
We are a vertically-integrated, worldwide provider of devices, subsystems and
end-products based on optoelectronic technology. We design and manufacture
optoelectronic devices and value-added subsystems for original equipment
manufacturers "OEMs") for use in a broad range of applications, including
security, medical diagnostics, fiber optics, telecommunications, gaming, office
automation, aerospace and defense electronics, computer peripherals and
industrial automation. In addition, we utilize our optoelectronic technology and
design capabilities to manufacture security and inspection products that we
market worldwide to end users under the "Rapiscan," "Secure" and "Metor" brand
names. These products are used to inspect people, baggage, cargo and other
objects for weapons, explosives, drugs and other contraband. In the medical
field, we manufacture and sell bone densitometers, which are used to provide
bone loss measurements in the diagnosis of osteoporosis. We also manufacture and
sell saturation of arterial hemoglobin ("SpO\\2\\") monitors and sensors under
the trade names Digital Dolphin(TM) and Dolphin 2000(TM). Digital Dolphin(TM)
model 2100 SpO\\2\\ monitors have received 510[k] approval for sale in the
United States.
In fiscal 2001, revenues from the sale of optoelectronic devices and
subsystems and medical imaging systems amounted to $59.3 million, or
approximately 53.4% of our revenues, while revenues from sales of security and
inspection products amounted to $51.8 million, or approximately 46.6% of our
revenues.
Unless the context otherwise requires, the terms "we" or "us" as used herein
includes OSI Systems, Inc., a California corporation, and its subsidiaries.
Business Overview
Our optoelectronic devices and subsystems are designed and manufactured
primarily for sale to OEMs, while our security products and medical imaging and
some monitoring systems are sold to end-users.
Optoelectronic Devices and Subsystems. Optoelectronic devices consist of both
active components, such as silicon photodiodes that sense light of varying
wavelengths and convert the light detected into electronic signals, and passive
components, such as lenses, prisms, filters and mirrors. An optoelectronic
subsystem typically consists of one or more optoelectronic devices that are
combined with other electronic components for integration into an end-product.
Optoelectronic devices and subsystems, and medical imaging systems, are used for
a wide variety of applications ranging from simple functions, such as the
detection of paper in the print path of a laser printer, to complex monitoring,
measurement or positioning functions, such as in industrial robotics where the
subsystem is used to detect the exact position, motion or size of another
object. Because optoelectronic devices and subsystems can be used in a wide
variety of measurement, control and monitoring applications, optoelectronics may
be used in a broad array of industrial applications. Optoelectronic devices also
are key components in the telecommunications and fiber optics market.
Medical Diagnostic and Imaging Systems. We have expanded into medical
diagnostic and imaging systems. We manufacture and distribute the DTX 200
(DEXACARE), a U.S. Food & Drug Administration ("FDA") approved forearm DEXA
(Dual Energy X-Ray) densitometer, which is used to diagnose osteoporosis as well
as to provide follow-up bone density measurements. We also produce the
ultrasound DTU-One, the first commercially available ultrasound scanner using
imaging capability for the diagnosis of osteoporosis. In September 2000, we
received pre-market approval ("PMA") from the FDA to sell the DTU-One in the
United States.
Security and Inspection Products. We manufacture and sell a range of
security and inspection equipment that we market under the "Rapiscan," "Secure"
and "Metor" brand names. To date, the security and inspection equipment has
principally been used at airports to inspect carry-on and checked baggage for
guns and knives. However, inspection products are increasingly being used for
both security purposes at a wide range of facilities other than airports and for
other non-security purposes. Our inspection and detection products combine the
use of x-ray technology with our core optoelectronic capabilities. Our products
combine dual or multi-energy x-ray technology with computer-enhanced imaging
technology to facilitate the detection of materials such as explosives,
narcotics, currency or other contraband. These systems range in size from
compact tabletop systems to large cargo pallet inspection systems weighing over
100,000 lbs.
Growth Strategy
Our objectives are to become a leading provider of specialized optoelectronic
products, to enhance our position in the international inspection and detection
marketplace and to leverage our expertise in the optoelectronic technology
industry by entering into new end-product markets on a selective basis. The key
elements of our strategy include:
. Leveraging our optoelectronic design and manufacturing expertise to address
new applications
. Further penetrating existing security and inspection markets and expanding
into other markets
. Capitalizing on vertical integration
. Capitalizing on global presence, and
. Selectively entering new end markets
Our business and operations are subject to numerous risks, some of which are
described in the RISK FACTORS section beginning on page 3 of this prospectus.
The Offering
This prospectus concerns an offering of up to 2,691,000 shares of our common
stock (the "Stock") by some of our current stockholders (the "Selling
Stockholders"). We are not offering or selling any of the Stock. We have
registered this offering in compliance with registration rights which we granted
to the Selling Stockholders when we sold the Stock to them. The Selling
Stockholders are not required to sell the Stock; sales of the Stock are entirely
at the discretion of each Selling Stockholder. The Stock consists of 2,070,000
of common stock owned by the Selling Stockholders as of December 12, 2001,
together with 621,000 additional shares of our common stock issuable to the
Selling Stockholders pursuant to warrants purchased by them contemporaneous with
their purchase of such common stock. The warrants have a 7-year term and are
exercisable at a price or $23.47 per share. The warrants prohibit the holders
thereof from exercising the warrants to the extent that such exercise would
result in the holder, together with any affiliate thereof, beneficially owning
in excess of 4.999% and 9.999% of the outstanding shares of common stock
following such exercise, as the case may be. Such restrictions may be waived by
the holder of the warrant as to itself upon not less than 61 days notice to us.
The Selling Stockholders may sell the Stock either on the open market at market
price in ordinary broker transactions or in negotiated transactions, and they
may pay broker commissions in connection with such transactions. We will not
receive any of the proceeds of sale of the Stock nor pay any broker commissions
in connection with such sales. Our common stock is quoted on the NASDAQ National
Market under the symbol "OSIS." On December 13, 2001, the closing price for our
stock was $19.30 per share. We will pay the costs of registering the offer and
sale of the Stock with the Securities and Exchange Commission (the "SEC") and
any required state securities agencies.
Common Stock Offered by the Selling Stockholders............................................... 2,691,000 Shares
NASDAQ National Market Symbol.................................................................. OSIS
Deepak Chopra
President and Chief Executive Officer
OSI Systems, Inc.
12525 Chadron Avenue
Hawthorne, California 90250
(310) 978-0516
2
RISK FACTORS
Investing in our common stock involves a significant degree of risk. You
should carefully consider the following risk factors and all the other
information contained in this prospectus or incorporated by reference before
investing in our common stock. If any of the following risks actually occurs,
our business, financial condition and results of operations could suffer, in
which case the trading price of our common stock may decline.
Risks Related To Our Business
Fluctuations in our quarterly operating results may cause our stock price to
decline.
Given the nature of the markets in which we participate, we cannot reliably
predict future revenue and profitability. Changes in competitive, market and
economic conditions may cause us to adjust our operations. A high proportion of
our costs are fixed, due in part to our significant sales, research and
development, and manufacturing costs. Thus, small declines in revenue could
disproportionately affect our operating results in a quarter. Factors that may
affect our quarterly operating results and the market price of our common stock
include:
. demand for and market acceptance of our products;
. competitive pressures resulting in lower selling prices;
. adverse changes in the level of economic activity in regions in which we do
business;
. adverse changes in industries, such as semiconductors and electronics, on
which we are particularly dependent;
. changes in the portions of our revenue represented by our various products
and customers;
. delays or problems in the introduction of new products;
. our competitors' announcement or introduction of new products, services or
technological innovations;
. variations in our product mix;
. the timing and amount of our expenditures in anticipation of future sales;
. increased costs of raw materials or supplies; and
. changes in the volume or timing of product orders.
We face aggressive competition in many areas of our business. If we do not
compete effectively, our business will be harmed.
We encounter aggressive competition from numerous competitors in many areas of
our business. In the optoelectronic device and subsystem market and in the
medical diagnostic and imaging systems market, competition is based primarily on
factors such as expertise in the design and development of optoelectronic
devices, product quality, timeliness of delivery, price, customer technical
support, and on the ability to provide fully-integrated services from
application development and design through volume subsystem production. In the
security and inspection market, competition is based primarily on such factors
as product performance, functionality and quality, the over-all cost of the
system, prior customer relationships, technological capabilities of the product,
price, certification by government authorities, local market presence, and
breadth of sales and service organization. We may not be able to compete
effectively with all of these competitors. To remain competitive, we must
develop new products and periodically enhance our existing products in a timely
manner. We anticipate that we may have to adjust prices of many of our products
to stay competitive. In addition, new competitors may emerge, and entire product
lines may be threatened by new technologies or market trends that reduce the
value of these product lines.
3
The September 11 terrorist attacks have increased financial expectations that
may not materialize.
The September 11 terrorist attacks have created increased interest in our
security and detection products; however, we are uncertain whether the level of
demand will continue to be as high as anticipated. Additionally, it is uncertain
what, if any solutions, will be adopted as a result of the terrorism and whether
our products will be a part of the ultimate solution. Additionally, should our
products be considered as a part of the security solution, it is unclear what
the level may be and how quickly funding to purchase our products may be made
available. These factors may adversely impact us and create unpredictability in
revenues and operating results.
Our revenues are dependent on orders in the security and inspection products
category which has lengthy and unpredictable sales cycles.
Sales of security and inspection products depend in significant part upon the
decision of governmental agencies to upgrade or expand existing airports, border
crossing inspection sites and other security installations. Accordingly, a
portion of our sales of security inspection and detection products is often
subject to delays associated with the lengthy approval processes that often
accompany such capital expenditures. During these approval periods, we expend
significant financial and management resources in anticipation of future orders
that may not occur. If we fail to receive an order after expending such
resources, it could have a material adverse effect on our business, financial
condition and results of operations.
If we do not introduce new products in a timely manner, our products could
become obsolete, and our operating results would suffer.
We sell many of our products in industries characterized by rapid
technological changes, frequent new product and service introductions and
evolving industry standards. Without the timely introduction of new products and
enhancements, our products could become technologically obsolete over time, in
which case our revenue and operating results would suffer. The success of our
new product offerings will depend upon several factors, including our ability
to:
. accurately anticipate customer needs;
. innovate and develop new technologies and applications;
. successfully commercialize new technologies in a timely manner;
. price our products competitively and manufacture and deliver our products in
sufficient volumes and on time; and
. differentiate our offerings from our competitors' offerings.
Some of our products are used by our customers to develop, test and
manufacture their products. We therefore must anticipate industry trends and
develop products in advance of the commercialization of our customers= products.
In developing any new product, we may be required to make a substantial
investment before we can determine the commercial viability of the new product.
If we fail to accurately foresee our customers' needs and future activities, we
may invest heavily in research and development of products that do not lead to
significant revenue.
Interruptions to our ability to purchase raw materials and components may
adversely affect our profitability.
We purchase certain raw materials and subcomponents from third parties
pursuant to purchase orders placed from time to time. Purchase order terms range
from three months to one year at fixed costs, but we do not have guaranteed
long-term supply arrangements with our suppliers. Any material interruption in
our ability to purchase necessary raw materials or subcomponents could have a
material adverse effect on our business, financial condition and results of
operations.
We may not be able to successfully implement our acquisition strategy,
integrate acquired businesses into our existing business or make acquired
businesses profitable.
One of our strategies is to supplement our internal growth by acquiring
businesses and technologies that complement or augment our existing product
lines. This growth has placed, and may continue to place, significant demands on
our
4
management, working capital and financial resources. We may be unable to
identify or complete promising acquisitions for many reasons, including:
. competition among buyers;
. the need for regulatory approvals, including antitrust approvals; and
. the high valuations of businesses.
Some of the businesses we may seek to acquire may be marginally profitable or
unprofitable. For these acquired businesses to achieve acceptable levels of
profitability, we must improve their management, operations, products and market
penetration. We may not be successful in this regard and may encounter other
difficulties in integrating acquired businesses into our existing operations.
To finance our acquisitions, we may have to raise additional funds, through
either public or private financings. We may be unable to obtain such funds or
may be able to do so only on unfavorable terms.
Economic, political and other risks associated with international sales and
operations could adversely affect our sales.
In fiscal 1999, 2000, and 2001, revenues from shipments made outside of the
United States accounted for approximately 48.5%, 55.8% and 43.2%, respectively,
of our revenues. Of the revenues generated during fiscal 2001 from shipments
made to customers outside of the United States, 30.1% represented sales from the
United States to foreign customers, and the balance represented sales generated
by our foreign subsidiaries. Since we sell our products worldwide, our
businesses are subject to risks associated with doing business internationally.
We anticipate that revenue from international operations will continue to
represent a substantial portion of our total revenue. In addition, many of our
manufacturing facilities, employees and suppliers are located outside the United
States. Accordingly, our future results could be harmed by a variety of factors,
including:
. changes in foreign currency exchange rates;
. changes in a country's or region's political or economic conditions,
particularly in developing or emerging markets;
. longer payment cycles of foreign customers and difficulty of collecting
receivables in foreign jurisdictions;
. trade protection measures and import or export licensing requirements;
. differing tax laws and changes in those laws;
. difficulty in staffing and managing widespread operations;
. differing labor laws and changes in those laws;
. differing protection of intellectual property and changes in that
protection; and
. differing regulatory requirements and changes in those requirements.
Our failure to protect our intellectual property could impair our competitive
position.
We believe that our principal competitive strength is our ability to design,
develop and manufacture complex optoelectronic devices and subsystems for
various industry segments. While we own certain patents and marks, other
aspects of our business are not protected by patents or marks. Accordingly,
there are no legal barriers that prevent potential competitors from copying
certain of our products, processes and technologies or from otherwise entering
into operations in direct competition with us.
5
Our products may infringe on the intellectual property rights of others, and
resulting claims against us could be costly and prevent us from making or
selling certain products.
Third parties may seek to claim that our products and operations infringe
their patent or other intellectual property rights. We may incur significant
expense in any legal proceedings to protect our proprietary rights or to defend
infringement claims by third parties. In addition, claims of third parties
against us could result in awards of substantial damages or court orders that
could effectively prevent us from making, using or selling our products in the
U.S. or abroad.
A claim for damages could materially and adversely affect our financial
condition and results of operation.
Our business exposes us to potential product liability risks, particularly
with respect to our security and inspection products. There are many factors
beyond our control that could lead to liability claims, including the failure of
the products in which our subsystems are installed, the reliability of the
customer's operators of the inspection equipment, and the maintenance of the
inspection units by the customers. There can be no assurance that the amount of
product liability insurance that we carry will be sufficient to protect us from
product liability claims. A product liability claim in excess of the amount of
insurance we carry could have a material adverse effect on our business,
financial condition and results of operations.
Our ongoing success is dependent upon the continued availability of certain
key employees.
We are dependent in our operations on the continued availability of the
services of our employees, many of whom are individually key to our current and
future success, and the availability of new employees to implement our company's
growth plans. In particular, we are dependent upon the services of Deepak
Chopra, the Chairman of our Board of Directors, and our President and Chief
Executive Officer. We have entered into a 5-year employment agreement with Mr.
Chopra, which expires in April 2002 and maintain a $13.0 million policy of key
man life insurance on the life of Mr. Chopra. The market for skilled employees
is highly competitive, especially for employees in technical fields. While our
compensation programs are intended to attract and retain the employees required
for us to be successful, there can be no assurance that we will be able to
retain the services of all of our key employees or a sufficient number to
execute on our plans, nor can there be any assurances that we will be able to
continue to attract new employees as required.
Our failure to comply with environmental regulations may create significant
environmental liabilities and force us to modify our manufacturing process.
We are subject to various federal, state and local environmental laws,
ordinances and regulations relating to the use, storage, handling and disposal
of certain hazardous substances and wastes used or generated in the
manufacturing and assembly of our products. Under such laws, we may become
liable for the costs of removal or remediation of certain hazardous substances
or wastes that have been or are being disposed of offsite as wastes or that have
been or are being released on or in our facilities. Such laws may impose
liability without regard to whether we knew of, or caused, the release of such
hazardous substances or wastes. Any failure by us to comply with present or
future regulations could subject us to the imposition of substantial fines,
suspension of production, alteration of manufacturing processes or cessation of
operations, any of which could have a material adverse effect on our business,
financial condition and results of operations.
Changes in governmental regulations may reduce demand for our products or
increase our expenses.
We compete in markets in which we or our customers must comply with federal,
state, local and foreign regulations, such as environmental, health and safety
and food and drug regulations. We develop, configure and market our products to
meet customer needs created by these regulations. Any significant change in
these regulations could reduce demand for our products.
Risks Related To Our Capital Structure and Common Stock
Our officers and directors and stockholders affiliated with them own a large
percentage of our voting stock.
As of December 13, 2001, our directors and executive officers (including Scope
Industries, an affiliate of one of our directors), in the aggregate,
beneficially owned approximately 23% of our outstanding common stock.
Consequently, Scope Industries, together with our directors and executive
officers acting in concert, will have the ability to significantly affect the
6
election of our directors and have a significant effect on the outcome of
corporate actions requiring shareholder approval. Such concentration may also
have the effect of delaying or preventing a change of control of our company.
Our articles of incorporation and other agreements contain provisions that
could discourage a takeover.
Our Articles of Incorporation authorize our Board of Directors to issue up
to 10,000,000 shares of preferred stock in one or more series, to fix the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued shares of preferred stock, to fix the number of shares
constituting any such series, and to fix the designation of any such series,
without further vote or action by its shareholders. The terms of any series of
preferred stock, which may include priority claims to assets and dividends and
special voting rights, could adversely affect the rights of the holders of
common stock and thereby reduce the value of our common stock. We have no
present plans to issue shares of preferred stock. The issuance of preferred
stock, coupled with the concentration of ownership in the directors and
executive officers, could discourage certain types of transactions involving an
actual or potential change in control of our company, including transactions in
which the holders of common stock might otherwise receive a premium for their
shares over then current prices, otherwise dilute the rights of holders of
common stock, and may limit the ability of such shareholders to cause or approve
transactions which they may deem to be in their best interests, all of which
could have a material adverse effect on the market price of our common stock. We
have in place a stockholder rights plan, adopted in 2000, under which our
stockholders are entitled to purchase shares of our preferred stock under
certain circumstances. These circumstances include the purchase of 20% or more
of the outstanding shares of common stock by a person or group, or the
announcement of a tender or exchange offer to acquire 20% or more of the
outstanding common stock. The stockholder rights plan may have the effect of
impeding or preventing certain types of transactions involving a change in
control of our company which could be beneficial to the stockholders.
Our articles of incorporation limit the liability of our directors which
may limit the remedies that we or our shareholders have available.
Our Articles of Incorporation provide that, pursuant to the California
Corporations Code, the liability of our directors for monetary damages shall be
eliminated to the fullest extent permissible under California law. This is
intended to eliminate the personal liability of a director for monetary damages
in an action brought by us, or in our right, for breach of a director's duties
to us or our shareholders and may limit the remedies available to us or our
shareholders. This provision does not eliminate the directors' fiduciary duty
and does not apply for certain liabilities: (i) for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law; (ii)
for acts or omissions that a director believes to be contrary to our best
interests or our shareholders or that involve the absence of good faith on the
part of the director; (iii) for any transaction from which a director derived an
improper personal benefit; (iv) for acts or omissions that show a reckless
disregard for the director's duty to us or our shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to us or our
shareholders; (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to us or our
shareholders; (vi) with respect to certain transactions or the approval of
transactions in which a director has a material financial interest; and (vii)
expressly imposed by statute for approval of certain improper distributions to
shareholders or certain loans or guarantees.
FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933. These forward-looking statements may be identified by
the use of forward-looking terms such as "believes," "expects," "may", "will,"
"should" or "anticipates" or by discussions of strategy that involve risks and
uncertainties. From time to time, we have made or may make forward-looking
statements, orally or in writing. These forward-looking statements include
statements regarding anticipated future revenues, sales, operations, demand,
competition, capital expenditures, credit arrangements, and other statements
regarding matters that are not historical facts, involve predictions which are
based upon a number of future conditions that ultimately may prove to be
inaccurate. Our actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these forward-looking
statements. Factors that may cause or contribute to such differences include
those discussed under Risk Factors, above, in our Form 10-K for fiscal year
ended June 30, 2001, in Business and in Management's Discussion and Analysis of
Financial Condition and Results of Operations, as well as those discussed
elsewhere in this prospectus. These factors, of course, do not include all
factors which might affect our business and financial condition.
7
USE OF PROCEEDS
The Selling Stockholders selling the Stock and will receive all of the
proceeds from any sales. We will not receive any sales proceeds.
SELLING STOCKHOLDERS
All of the Stock being offered in this prospectus is being offered by the
Selling Stockholders listed below. We have registered this offering because of
registration rights we granted to the Selling Stockholders when we sold the
Stock to them. The Selling Stockholders are not required to sell all or any of
the Stock. The Stock consists of 2,070,000 shares of common stock owned by the
Selling Stockholders as of December 13, 2001, together with 621,000 additional
shares of our common stock issuable to the Selling Stockholders pursuant to
warrants purchased by them contemporaneously with the purchase of the common
stock. The warrants have a 7-year term and are exercisable at a price or $23.47
per share. The warrants prohibit the holders thereof from exercising the
warrants to the extent that such exercise would result in the holder, together
with any affiliate thereof, beneficially owning in excess of 4.999% and 9.999%
of the outstanding shares of common stock following such exercise, as the case
may be. Such restrictions may be waived by the holder of the warrant as to
itself upon not less than 61 days notice to us.
Shares Owned Shares to Shares Owned
Before be Sold in After
Name Offering (1) Offering Offering (2)
--------------------------------------------------- ------------------ -------------- --------------------
First Investors Holding Co., Inc. ................. 651,196 (3)(4) 250,000 (4) 401,196 (3.23%) (3)
Pine Ridge Financial Inc. (3)...................... 1,146,671 (3)(5) 5,475 (5) 401,196 (3.23%) (3)
Cranshire Capital, L.P. ........................... 621,675 (6) 281,250 (6) 340,425 (2.74%)
Deephaven Private Placement Trading, Ltd. ......... 63,906 (7) 63,906 (7) 0
J. Steven Emerson IRA II
Bear Stearns Securities Corp, Custodian............ 31,250 (8) 31,250 (8) 0
Smithfield Fiduciary LLC........................... 125,000 (9) 125,000 (9) 0
Riverview Group, LLC............................... 250,000 (10) 250,000 (10) 0
Third Point Partners LP............................ 57,346 (11) 57,346 (11) 0
Third Point Offshore Fund Ltd. .................... 85,200 (12) 85,200 (12) 0
Points West International Investments Ltd. ........ 25,063 (13) 25,063 (13) 0
Banzai Partners LP................................. 15,851 (14) 15,851 (14) 0
Banzai Offshore Fund Ltd. ......................... 6,063 (15) 6,063 (15) 0
Lyxor Asset Management............................. 66,096 (16) 66,096 (16) 0
Vertical Ventures, LLC............................. 62,500 (17) 62,500 (17) 0
Westfield Life Sciences Fund L.P. ................. 15,750 (18) 15,750 (18) 0
Westfield Life Sciences Fund, L.P. II.............. 6,750 (19) 6,750 (19) 0
ZLP Master Fund, Ltd. ............................. 125,000 (20) 125,000 (20) 0
ZLP Master Technology Fund, Ltd. .................. 375,000 (21) 375,000 (21) 0
Roth Capital Partners, LLC......................... 103,500 (22) 103,500 (22) 0
Total.............................................. 2,691,000 (23)
-----------------------------------------------------------------------------------------------------------
8
Percentage of ownership for each holder is calculated based on 12,436,180
shares of common stock outstanding on December 12, 2001. Beneficial
ownership is determined in accordance with the SEC Rule 13d-3 and generally
includes shares over which the holder has voting or investment power,
subject to community property laws. All shares of common stock obtainable
upon conversion of securities or exercise of stock options or warrants
(including those that are not currently exercisable but will become
exercisable within 60 days hereafter) are considered to be beneficially
owned by the person holding the options or warrants for computing that
person's percentage, but are not treated as outstanding for computing the
percentage of any other person.
(1) Includes shares of common stock covered by this prospectus.
(2) Assumes the completion of this offering and that the Selling Stockholders
dispose of all of their shares of common stock covered by this prospectus,
that they do not dispose of common stock owned but not covered by this
prospectus and that they do not acquire any additional shares of common
stock.
(3) Pine Ridge Financial Inc. and First Investors Holding Co., Inc. are under
common management and, accordingly, 401,196 shares of the amount shown
represents the combined holdings of our common stock by both of these
investment funds.
(4) Includes 50,000 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(5) Includes 149,095 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(6) Includes 56,250 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(7) Includes 12,781 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(8) Includes 6,250 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(9) Includes 25,000 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(10) Includes 50,000 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(11) Includes 11,469 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(12) Includes 17,040 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(13) Includes 5,013 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(14) Includes 3,170 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(15) Includes 1,213 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(16) Includes 13,219 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
9
(17) Includes 12,500 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(18) Includes 3,150 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(19) Includes 1,350 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(20) Includes 25,000 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(21) Includes 75,000 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(22) Includes 103,500 shares of our common stock issuable upon the exercise of
warrants, subject to the 4.999% and 9.999% limitation.
(23) Includes 621,000 shares of our common stock issuable upon the exercise of
warrants.
PLAN OF DISTRIBUTION
The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:
. ordinary brokerage transactions and transactions in which the broker-
dealer solicits purchasers;
. block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by the broker-
dealer for its account;
. an exchange distribution in accordance with the rules of the
applicable exchange;
. privately negotiated transactions;
. short sales
. broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;
. a combination of any such methods of sale; and
. any other method permitted pursuant to applicable law.
The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933 (the "Securities Act"), if available, rather than under
this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
10
The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares or common stock or Warrant owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.
The Selling Stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholders have informed us
that they do not have any agreements or understandings, directly or indirectly,
with any person to distribute the Common Stock.
We are required to pay all fees and expenses incident to the registration
of the shares. We have agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
RECENT DEVELOPMENTS
Subsequent to the end of our last fiscal year, June 30, 2001, we have made
two private placements of our common stock to institutional investors, the first
on November 13, 2001, for 1,696,946 shares, and the second on December 10, 2001,
for 2,070,000 shares of common stock and 517,500 7-year warrants to purchase
common stock at $23.47 per share. On November 29, 2001, we filed with the
Securities and Exchange Commission a Form S-3, Registration No. 333-73618, for
the public resale of the stock sold in the first private placement and of 84,847
shares of our common stock issuable upon exercise of a warrant granted to the
placement agent in the first private placement as part of the compensation for
its services. This prospectus is part of the Form S-3 registration statement
which we have filed for the public resale of the stock sold in the second
offering and the stock to be sold upon exercise of the warrants included in the
second private placement. This prospectus also covers the resale of stock
issuable upon exercise of a similar warrant for 103,500 shares which we granted
to the placement agent in the second private placement as part of the
compensation for its services.
LEGAL MATTERS
The law firm of Richman, Mann, Chizever, Phillips & Duboff, of Beverly
Hills, California, will pass upon the validity of the securities offered by this
prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" in this prospectus certain
information which we file with the SEC. This means we can fulfill, and
fulfilled, our obligations to provide you with certain important information by
referring you to other documents which we have filed with the SEC. The
information which is incorporated by reference is an important part of this
prospectus.
We are incorporating by reference in this prospectus the following
documents which we have filed, or may later file, with the SEC under the
Securities Exchange Act of 1934 (the "Exchange Act"). The information we file
with the SEC later will automatically update and supersede the present
information.
1. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2001
(SEC file number 0-23125).
2. Our Quarterly Report on Form 10-Q for the three months ended September
30, 2001 (SEC file number 0-23125).
3. All reports which we file with the SEC under the Exchange Act after
the date of the initial registration statement of which this
prospectus is a part and prior to the effective date of such
registration statement.
4. The description of our common stock in our registration statement on
Form 8-A (File No. 0-24394) filed under the Exchange Act on September
24, 1997, which, in turn, incorporated such description by reference
to page 54
11
of our Preliminary Prospectus, dated August 27, 1997, filed with the
Securities and Exchange Commission on September 2, 1997, as part of
our Registration Statement on Form S-1 (No. 333-29179), and any
amendments or reports filed to update the description; and,
All documents which we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus and the
termination of the offering shall be deemed to be incorporated by reference into
this prospectus.
We will provide to each person to whom a prospectus is delivered, including
any beneficial owner, a copy of any or all of the information which is
incorporated by reference in this prospectus but which is not delivered with
this prospectus. We will provide such information, at no cost to the requesting
person, upon written or oral request made to:
Deepak Chopra
President and Chief Executive Officer
12525 Chadron Avenue
Hawthorne, California 90250
(310) 978-0516
You should rely only on the information in this prospectus or any
prospectus supplement or incorporated by reference in them. We have not
authorized anyone else to provide you with different information. Offers of the
securities are being made only in states where the offers are permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents. If information in incorporated documents conflicts with information
in this prospectus, you should rely on the most recent information. If
information in an incorporated document conflicts with information in another
incorporated document, you should rely on the most recent incorporated document.
This prospectus is part of a Registration Statement on Form S-3 that has
been filed with the SEC. It does not include all of the information that is in
the registration statement and the additional documents filed as exhibits with
it. For more detailed information, you should read the exhibits themselves.
We are subject to the informational requirements of the Exchange Act and,
in accordance with it, are required to file reports, proxy and information
statements, and other information with the SEC. Such reports, proxy and
information statements and other information can be inspected and copied at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information about the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. We electronically file reports, proxy
and information statements, and other information with the SEC. The SEC
maintains an Internet website that contains our electronically filed reports,
proxy and information statements, and other information at http://www.sec.gov.
We maintain an Internet website at http://www.osi-systems.com. Our common stock
is traded on the NASDAQ National Market under the symbol OSIS, and our SEC
reports, proxy statements and other information concerning us also can be
inspected at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington,
D.C. 20006.
INDEMNIFICATION
Our articles of incorporation allows us to indemnify our officers and
directors to the maximum extent allowed under California law. This includes
indemnification for liability which could arise under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant under these provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
12
____________________
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by OSI Systems, Inc., a Selling Stockholder, or any underwriter. This prospectus
does not constitute an offer to sell, or a solicitation of any offer to buy,
common stock in any jurisdiction to any person to whom, it is unlawful to make
such an offer or solicitation in such jurisdiction. Neither the delivery of this
prospectus nor any sale made under this prospectus shall, under any
circumstances, create any implication that the information contained in this
prospectus is correct as of any time after the date of the prospectus or that
there has been no change in the affairs of OSI Systems, Inc. after the date of
this prospectus.
____________________
2,691,000 SHARES
OSI SYSTEMS, INC.
COMMON STOCK
____________________
PROSPECTUS
____________________
December 20, 2001
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized estimate of fees and expenses
payable by the registrant in connection with the offering described in this
registration statement:
SEC registration fee.................................................. $12,760
NASDAQ additional listing fee......................................... $26,910
Counsel fees and expenses............................................. $25,000
Accounting fees and expenses.......................................... $ 7,500
Blue Sky fees and expenses............................................ $ 0
Transfer agent and registrar fees..................................... $ 2,000
Miscellaneous......................................................... $ 2,000
-------
Total................................................................. $76,170
All of the above expenses will be paid by the registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporations Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers who are parties or are threatened to be made parties to any
proceeding (with certain exceptions) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation.
Section 204 of the law provides that this limitation on liability has no
effect on a director's liability (a) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (b) for acts
or omissions that a director believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith on
the part of the director, (c) for any transaction from which a director derived
an improper personal benefit, (d) for acts or omissions that show a reckless
disregard for the director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of a serious injury
to the corporation or its shareholders, (e) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the corporation or its shareholders, (f) under Section
310 of the law (concerning contracts or transactions between the corporation and
a director), or (g) under Section 316 of the law (directors' liability for
improper dividends, loans and guarantees). Section 317 does not extend to acts
or omissions of a director in his capacity as an officer. Further, Section 317
has no effect on claims arising under federal or state securities laws and does
not affect the availability of injunctions and other equitable remedies
available to our shareholders for any violation of a director's fiduciary duty
to us or our shareholders. Although the validity and scope of the legislation
underlying Section 317 have not yet been interpreted to a significant extent by
the California courts, Section 317 may relieve directors of monetary liability
to us for grossly negligent conduct, including conduct in situations involving
attempted takeovers of our company.
In accordance with Section 317, our articles of incorporation eliminate the
liability of each of our directors for monetary damages to the fullest extent
permissible under California law. Our articles further authorize us to provide
indemnification to our agents (including our officers and directors), subject to
the limitations set forth above. We have entered into indemnification
agreements with our officers and directors consistent with the foregoing
provisions.
Additionally, we maintain insurance policies which insure our officers and
directors against certain liabilities. The foregoing summaries are necessarily
subject to the complete text of the statute, our articles, our bylaws and the
agreements referred to above and are qualified in their entirety by reference
thereto.
ITEM 16. EXHIBITS
Exhibit No. Description
----------- ---------------------------------------------------------------
5* Opinion of Richman, Mann, Chizever, Phillips & Duboff
23.1* Consent of Richman, Mann, Chizever, Phillips & Duboff.
(included in Exhibit 5)
23.2* Consent of Deloitte & Touche LLP
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant=s annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan=s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hawthorne, State of California, on this 20/th/
day of December, 2001.
OSI Systems, Inc.
By: /s/ Deepak Chopra
-----------------------------------------
Deepak Chopra, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Deepak Chopra Chairman of the Board,
---------------------------------------- President and Chief Executive December 20, 2001
Deepak Chopra Officer (Principal Executive
Officer)
/s/ Ajay Mehra Vice President, Chief Financial December 20, 2001
---------------------------------------- Officer (Principal Financial and
Ajay Mehra Accounting Officer), Secretary and
Director
/s/ Steven C. Good Director December 20, 2001
----------------------------------------
Steven C. Good
/s/ Meyer Luskin Director December 20, 2001
----------------------------------------
Meyer Luskin
/s/ Madan G. Syal Director December 20, 2001
----------------------------------------
Madan G. Syal
/s/ Chand R. Viswanathan Director December 20, 2001
----------------------------------------
Chand R. Viswanathan