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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): MAY 1, 2008
______________

OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS 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 2.02.     Results of Operations and Financial Condition.

On May 1, 2008, we issued a press release announcing our financial results for the third quarter and first nine months of fiscal 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by this reference.

We are furnishing the information contained in this Item 2.02 (including Exhibit 99.1). It shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1: Press Release of OSI Systems, Inc., dated May 1, 2008.

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:

MAY 1, 2008

 

 

 

 

By:

/s/ Alan Edrick

Alan Edrick

Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number

 

Description

99.1

Press Release of OSI Systems, Inc., dated May 1, 2008.

Exhibit 99.1

OSI Systems Reports Third Quarter Fiscal 2008 Financial Results

HAWTHORNE, Calif.--(BUSINESS WIRE)--OSI Systems, Inc. (NASDAQ:OSIS), a vertically integrated provider of specialized electronics products for critical applications in the Security and Healthcare industries, today announced financial results for its third quarter and nine months ended March 31, 2008.

The Company reported revenues of $156.7 million for the third quarter of fiscal 2008, an increase of 24% from the $126.5 million reported for the third quarter of fiscal 2007. Net income for the third quarter of fiscal 2008 was $6.9 million, or $0.39 per diluted share, compared to net income of $3.6 million, or $0.21 per diluted share, for the third quarter of fiscal 2007.

For the nine months ended March 31, 2008, the Company reported record revenues of $451.9 million, an increase of 19%, from the $379.5 million for the first nine months of fiscal 2007. Net income for the first nine months of fiscal 2008 was $8.3 million, or $0.47 per diluted share, compared to a net loss of ($23.0) million, or ($1.37) per diluted share, for the first nine months of fiscal 2007.

The results for the three and nine months ended March 31, 2008 and the prior comparable periods of fiscal 2007 include the following non-recurring items:

Excluding the impact of these items, net income for the third quarter of fiscal 2008 would have been approximately $3.7 million or $0.20 per diluted share compared to a net loss of $(3.3) million or $(0.19) per diluted share for the third quarter of fiscal 2007 and net income for the first nine months of fiscal 2008 would have been approximately $6.5 million, or $0.37 per diluted share compared to a net loss of $(8.7) million or $(0.52) per diluted share for the comparable period of fiscal 2007. These non-GAAP figures are provided to allow for the comparison of underlying earnings, net of non-recurring charges, providing insight into the on-going operations of the Company.

Deepak Chopra, OSI Systems’ Chairman and CEO, stated, “We are pleased with the strong financial performance this quarter and believe that the changes we have made over the past 18 months, as evidenced in today’s results, have created a strong foundation from which we can drive future earnings growth. Our top line continues to demonstrate strong growth and we expect this momentum to continue as our sales pipeline for both Security and Healthcare remain robust. We remain on track to fully implement the $7 to $8 million of previously announced cost savings.”

As of March 31, 2008, the Company’s backlog was $219 million compared to $232 million as of December 31, 2007. The Company had positive operating cash flow of $4.7 million for the third quarter of fiscal 2008, and capital expenditures in the period were $2.9 million.

Company Outlook

Subject to the risk factors referenced in the Safe Harbor section of this press release, the Company reaffirms its previously published earnings guidance for fiscal 2008 of $0.65 to $0.77 per diluted share. Earnings guidance excludes the aforementioned impact of impairment, restructuring and other charges, and a one-time tax benefit recorded in the third quarter of fiscal 2008.

Conference Call Information

OSI Systems, Inc. will host a conference call and simultaneous webcast over the Internet beginning at 9:00 a.m. PDT (12:00 p.m. EDT), today to discuss its results for the third quarter and first nine months of fiscal 2008. To listen, please log on to www.fulldisclosure.com or www.osi-systems.com and follow the link that will be posted on the front page. A replay of the webcast will be available shortly after the conclusion of the conference call until May 15, 2008. The replay can either be accessed through the Company’s website, www.osi-systems.com, or via telephonic replay by calling 1-888-286-8010 and entering the conference call identification number ‘50760188’ when prompted for the replay code.

About OSI Systems, Inc.

OSI Systems, Inc. is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products in diversified markets, including homeland security, healthcare, defense and aerospace. The Company has more than 30 years of experience in electronics engineering and manufacturing and maintains offices and production facilities located in more than a dozen countries. It implements a strategy of expansion by leveraging its electronics and contract manufacturing capabilities into selective end 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 the Company’s expectations, goals or intentions about the future, including, the Company’s predictions about the size and effect of its cost-cutting measures, steps being taken to improve profitability and future revenues. The actual results may differ materially from those described in or implied by any forward-looking statement. In particular, there can be no assurance that cost-cutting measures will ultimately result in savings that are in line with current expectations, that the Company will achieve profitability or that future revenues predictions will ultimately prove accurate. 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.

OSI SYSTEMS, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

       

Three Months Ended

Nine Months Ended

March 31,

March 31,

 

2007

   

2008

   

2007

   

2008

 
 
 
Revenues $ 126,498 $ 156,708 $ 379,485 $ 451,915
Cost of goods sold   82,562     100,322     257,772     292,418  
Gross profit   43,936     56,386     121,713     159,497  
 
Operating expenses:
Selling, general and administrative 36,309 37,629 111,189 112,945
Research and development 11,390 12,055 33,424 33,509
Impairment, restructuring, and other charges   2,226     1,156     23,769     3,355  
Total operating expenses   49,925     50,840     168,382     149,809  
 
Income (loss) from operations (5,989 ) 5,546 (46,669 ) 9,688
 
Interest expense (1,239 ) (1,231 ) (3,520 ) (3,720 )
Interest income 85 69 322 301
Other income / (expense)   15,772     -     15,772     -  
 
Income (loss) before provision for income taxes and minority interest 8,629 4,384 (34,095 ) 6,269
Provision (benefit) for income taxes 3,678 (2,643 ) (11,607 ) (1,977 )
Minority interest   (1,338 )   (118 )   (553 )   76  
Net income (loss) $ 3,613   $ 6,909   $ (23,041 ) $ 8,322  
 
 
Diluted income (loss) per share $ 0.21   $ 0.39   $ (1.37 ) $ 0.47  
 
Weighted average shares outstanding - diluted   17,237     17,922     16,779     17,654  

Condensed Consolidated Balance Sheets

   

June 30,

March 31,

 

2007

 

2008

Assets

Cash and cash equivalents $ 15,980 $ 14,919
Accounts receivable, net 140,483 140,188
Inventories 120,174 149,340
Other current assets   38,002   41,405
Total current assets 314,639 345,852
Non-current assets   136,844   152,690
Total $ 451,483 $ 498,542
 

Liabilities and Stockholders' Equity

Bank lines of credit $ 16,775 $ 23,600
Current portion of long-term debt 5,744 5,562
Accounts payable and accrued expenses 83,749 91,058
Other current liabilities   49,630   43,190
Total current liabilities 155,898 163,410
Long-term debt 25,709 46,425
Other long-term liabilities   13,849   16,560
Total liabilities 195,456 226,395
Minority interest 8,815 1,167
Shareholders' equity   247,212   270,980
Total $ 451,483 $ 498,542

SEGMENT INFORMATION

 

(in thousands)

       

Three Months Ended

Nine Months Ended

March 31,

December 31,

 

2007

   

2008

   

2007

   

2008

 
 

Revenues - by Segment Group:

Security division $ 45,044 $ 51,395 $ 130,479 $ 164,075
Healthcare division 53,671 63,589 164,639 188,051
Optoelectronics and Manufacturing division including intersegment
revenues 37,200 53,430 111,068 134,494
Intersegment revenues elimination   (9,417 )   (11,706 )   (26,701 )   (34,705 )
Total $ 126,498   $ 156,708   $ 379,485   $ 451,915  
 

Operating income (loss) - by Segment Group:

Security division $ 527 $ 1,466 $ (31,284 ) $ 1,640
Healthcare division (3,381 ) 2,268 (8,994 ) 9,561
Optoelectronics and Manufacturing division 547 4,093 7,279 8,547
Corporate (3,291 ) (2,461 ) (13,436 ) (9,927 )
Eliminations   (391 )   180     (234 )   (133 )
Total (i)

$

(5,989

)

$

5,546

  $ (46,669 ) $ 9,688  
 
 
 

(i) Includes non-recurring impairment, restructuring and other charges of $2.2 million and $34.1 million for the three and nine months ended March 31, 2007, respectively, and $1.2 million and $3.4 million for the three and nine months ended March 31, 2008, respectively.

CONTACT:
OSI Systems, Inc.
Jeremy Norton
Vice President
Investor Relations & Business Development
310-349-2372