OSI Systems, Inc.
Ticker:OSIS 12525 Chadron Avenue
Exchange:NASDAQ-National Market Hawthorne, CA 92050
Industry:High-Tech (SIC Code 3674) (310) 978-0516

Offering Information
Type of Shares:Common Shares Filing Date:6/13/97
U.S. Shares:3,700,000 Offer Date:10/1/97
Non-U.S. Shares:0 Filing Range:$12.50 - $14.50
Primary Shares:3,330,000 Offer Price:$13.50
Secondary Shares:370,000 Gross Spread:$0.94
Offering Amount: $49,950,000 Selling:$0.54
Expenses: - Reallowance:$0.10
Shares Out After:9,458,874

Primary Underwriting Group
ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Volpe Brown Whelan & CompanyCo-manager (415) 274-4463
William Blair & CompanyCo-manager (312) 364-8990

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Troy & Gould
Bank's Law Firm: Jones, Day, Reavis & Pogue
Auditor: Deloitte & Touche
Registrar/Transfer Agent: U. S. Stock Transfer Corporation

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 3/31/97 3/31/96 3/31/97
Revenue:$61.52$55.97$44.99Assets:$44.31
Net Income:$2.31$3.03$1.64Curr Assets:
EPS:$0.37$0.48$0.26Liabilities:$29.33
Prior EPS:$5.11-$1.20Curr Liabilities:
Cash Flow/Oper:$0.01Equity:$14.98
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a vertically integrated worldwide provider of devices, subsystems and end-products based on optoelectronic technology. These products are used in applications ranging from security, medical diagnostics, telecommunications and aerospace. The company designs and manufactures optoelectronic devices and value-added subsystems for original equipment manufacturers for use in a broad range of applications, including security, medical diagnostics, telecommunications, office automation, aerospace, computer peripherals and industrial automation. In addition, the company utilizes its optoelectronic technology and design capabilities to manufacture security and inspection products that it markets worldwide to end users under the "Rapiscan" brand name. These products are used to inspect baggage, cargo and other objects for weapons, explosives, drugs and other contraband.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain indebtedness, to increase funds available for research and development, to enhance its sales and marketing capabilities, to pursue possible acquisitions, and for general corporate purposes including working capital.

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