UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): SEPTEMBER 27, 2006
OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
| CALIFORNIA | 000-23125 | 330238801 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) |
12525 CHADRON AVENUE
HAWTHORNE, CA 90250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On September 27, 2006, our Board of Directors elected Mr. Leslie E. Bider to the Board of Directors and to the Audit and Nominating Committees of the Board of Directors.
Mr. Bider currently serves as Executive-in-Residence at Elevation Partners, a Menlo Park and New York based private equity firm. Between 1987 and 2005, Mr. Bider served as Chairman and Chief Executive Officer of Warner Chappell Music, Inc. Prior to that, Mr. Bider was Chief Financial Officer and Chief Operating Officer of Warner Bros. Music. Mr. Bider currently serves on the board of directors of several charitable and educational institutions. He holds a Bachelors of Science degree in Accounting from the University of Southern California and a Masters degree from the Wharton School at the University of Pennsylvania.
There is no arrangement or understanding between Mr. Bider and any of our executive officers or directors. There are no family relationships among Mr. Bider and any of our executive officers or directors and there are no transactions involving Mr. Bider and our company which would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
A copy of the press release, dated September 27, 2006, announcing Mr. Bider’s election to the Board of Directors, is filed with this Current Report on Form 8-K as Exhibit 99.1.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 27, 2006, the Board of Directors amended the Bylaws to increase the authorized number of directors of the company from five to six in connection with the appointment of Mr. Bider to the Board of Directors.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 : | Press Release of OSI Systems, Inc., dated September 27, 2006. |
SIGNATURES
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.
| OSI SYSTEMS, INC. | ||||||||
| Date: September 27, 2006 | By: |
/s/ Victor Sze | ||||||
| Victor Sze General Counsel | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| Exhibit 99.1: | Press Release of OSI Systems, Inc., dated September 27, 2006. | |
EXHIBIT 99.1
For Further Information
OSI Systems Inc
Jeremy Norton – Director of Investor Relations
12525 Chadron Ave
Hawthorne CA 90250
Tel: (310) 349 2237
E: jnorton@osi-systems.com
OSI SYSTEMS ANNOUNCES NEW DIRECTOR
HAWTHORNE, Calif. – September 27, 2006 – OSI Systems, Inc. (NASDAQ: OSIS), a vertically integrated provider of specialized electronics for critical applications in the Healthcare and Security industry, today announced the election of Mr. Leslie Bider to its Board of Directors.
Mr. Bider, currently of Elevation Partners, a Menlo Park and New York based private equity firm, brings a track record of successful management of a fast-growing global enterprise, as well as expertise in finance, including founding and managing Los Angeles-based accounting firm Bider & Montgomery. Between 1987 and 2005, Mr. Bider served as Chairman and Chief Executive Officer of Warner Chappell Music, Inc., during which time annual revenues for Warner Chappell grew from approximately $30 million to more than $500 million. Prior to his tenure as Chairman and CEO of Warner Chappell, Mr. Bider was Chief Financial Officer and Chief Operating Officer of Warner Bros. Music. Mr. Bider currently serves on the board of directors of several charitable and educational institutions. He holds a Bachelors of Science degree in Accounting from the University of Southern California and a Masters degree from the Wharton School at the University of Pennsylvania.
OSI Systems Chairman and Chief Executive Officer, Mr. Deepak Chopra, stated, “We are pleased that Les has agreed to join the OSI board. Les brings a unique combination of experience and expertise to OSI, which will be of enormous value as we continue to build on our growth.”
About OSI Systems, Inc.
OSI Systems, Inc. is a Hawthorne, California based diversified global developer, manufacturer and seller of specialized electronics security and inspection systems, medical monitoring and anesthesia products, and optoelectronic devices and value-added subsystems. The company has more then 30 years of experience in electronics engineering and manufacturing and maintains offices and production facilities located in more than a dozen countries. OSI Systems implements a strategy of expansion by leveraging its electronics and contract manufacturing capabilities into selective and product markets through organic growth and acquisitions. For more information on OSI Systems, Inc. or any of its subsidiary companies, visit www.osi-systems.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information regarding our expectations, goals or intentions about the future, including, but not limited to, statements regarding Mr. Leslie Bider. Other important factors are set forth in our Securities and Exchange Commission filings. All forward-looking statements speak only as of the date made, and we undertake no obligation to update these forward-looking statements.