-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzxgRbWwRQlSAaP3VPC7FaLkh5N7mIAAhW/bvBMIPidZgyi64GlA5GnPsFO01sOH 0y8NGxtbi7IqYWrVEUZzhw== 0000950138-10-000086.txt : 20100209 0000950138-10-000086.hdr.sgml : 20100209 20100209170901 ACCESSION NUMBER: 0000950138-10-000086 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43000 FILM NUMBER: 10585123 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 MAIL ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 FORMER COMPANY: FORMER CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19930328 SC 13G/A 1 feb9_13ga-opthalmic.htm feb9_13ga-opthalmic.htm - Generated by SEC Publisher for SEC Filing



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)

(AMENDMENT NO. 2)*

Ophthalmic Imaging Systems
(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

683737209

(CUSIP Number)


December 31, 2009
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]        Rule 13d-1(b)
[x]        Rule 13d-1(c)
[ ]        Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

(Continued on the Following Pages)

(Page 1 of 4)

 

 

CUSIP No. 683737209                         13G                         Page 2 of 4 Pages

 


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               The Tail Wind Fund Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [ ]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

                A British Virgin Islands corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

                2,220,011

6.      SHARED VOTING POWER

                     0

7.      SOLE DISPOSITIVE POWER

               2,220,011

8.      SHARED DISPOSITIVE POWER

                     0

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,220,011

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     7.7%

12.     TYPE OF REPORTING PERSON*

                     CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

CUSIP No. 683737209                         13G                         Page 3 of 4 Pages

 


This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common  Stock") of Ophthalmic Imaging Systems beneficially owned by the Reporting Person specified herein as of December 31, 2009 and amends and supplements the Schedule 13G filed by the Reporting Person on November 21, 2007 and amended on February 12, 2009 (the "Schedule 13G").  Except as set forth herein, the Schedule 13G is unmodified.

 

 

 

ITEM 4.         OWNERSHIP.



        Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

        (a)     Amount beneficially owned:


The Tail Wind Fund Ltd. (“Tail Wind”) owns a total of 2,220,011 shares of Common Stock, including 1,032,968 shares of Common Stock issuable upon conversion of $1,175,001 in principal amount of the issuer’s 6.5% Convertible Notes Due October 31, 2011 (“Note”) issued to Tail Wind on October 29, 2007 with a conversion price of $1.1375 (as adjusted on June 24, 2009), (ii) 759,770 shares of Common Stock issuable upon exercise of Warrants issued to Tail Wind on such date (“Original Warrants”), and (iii) 427,273 shares of Common Stock issuable upon exercise of Warrants issued to Tail Wind on June 24, 2009 (together with the Original Warrants, the “Warrants”).

 

        (b)   Percent of class:
                       

Tail Wind’s beneficial ownership of 2,220,011 shares of Common Stock constitutes 7.7% of all the outstanding shares of Common Stock, based upon 26,500,059 shares of Common Stock outstanding as of November 16, 2009 plus the shares of Common Stock underlying the Note and Warrants.


       (c)    Number of shares as to which such person has:

              i)     Sole power to vote or to direct the vote

                     2,220,011

              (ii)   Shared power to vote or to direct the vote

                     Not applicable.

              (iii)  Sole power to dispose or to direct the disposition of

                     2,220,011

              (iv)   Shared power to dispose or to direct the disposition of

                     Not applicable.

 

 

 

ITEM 10.        CERTIFICATION.

        By signing below the undersigned certifies that, to the best of its
        knowledge and belief, the securities referred to above were not acquired
        and are not held for the purpose of or with the effect of changing or
        influencing the control of the issuer of the securities and were not
        acquired and are not held in connection with or as a participant in any
        transaction having that purpose or effect.

 

 

CUSIP No. 683737209                         13G                         Page 4 of 4 Pages

 



SIGNATURE


        After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.


Dated: February 9, 2010                         THE TAIL WIND FUND LTD.

 

 

 

By:  /s/ Andrew P. MacKellar

 

Andrew P. MacKellar, Director

 



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