<PAGE>

            As filed with the Securities and Exchange Commission on May 28, 1996
                                                      Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                           OPHTHALMIC IMAGING SYSTEMS
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                     94-3035367  
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                            221 LATHROP WAY, SUITE I
                              SACRAMENTO, CA 95815
   (Address, including zip code, of Registrant's principal executive offices)

                             _______________________

                       1995 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                             _______________________

                               STEVEN R. VERDOONER
                                  PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                           OPHTHALMIC IMAGING SYSTEMS
                            221 LATHROP WAY, SUITE I
                          SACRAMENTO, CALIFORNIA 95815
                                 (916) 646-2020
            (Name, address and telephone number of agent for service)

                             _______________________

                                    COPY TO:
                              Issac J. Vaughn, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (415) 493-9300

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                Proposed                 Proposed
           Title of                       Amount                Maximum                  Maximum                  Amount of 
         Securities To                     To Be             Offering Price              Aggregate              Registration 
         Be Registered                  Registered              Per Share              Offering Price                Fee 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                       <C>               

Common Stock, no par value  . . . . .    1,035,000             $  6.50 (1)             $ 6,727,500(1)             $ 2,320.00 

</TABLE>

- -------------------------
(1)       Estimated in accordance with Rule 457(c) solely for the purpose of
          calculating the registration fee on the basis of the average of the
          bid and asked price for the Common Stock as of May 21, 1996.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission").

          1.   The Registrant's Annual Report on Form 10-KSB for the fiscal
               year ended August 31, 1995.

          2.   The Registrant's Quarterly Reports on Form 10-QSB for the
               quarterly periods ended November 30, 1995 and February 29, 1996.

          3.   The description of the Registrant's Common Stock set forth in
               the Registrant's Registration Statement on Form 8-A, as filed
               with the Commission on or about May 14, 1992.

          4.   All documents subsequently filed by the Registrant pursuant to
               Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
               Act of 1934, as amended (the "Exchange Act"), prior to the
               filing of a post-effective amendment which indicates that all
               securities offered have been sold or which deregisters all
               securities then remaining unsold, shall be deemed to be
               incorporated by reference in this registration statement and to
               be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.  Article II, Sections 4 and 5, of
the Registrant's Restated Articles of Incorporation, as amended, and Article X,
Section 4, of the Registrant's Bylaws, as amended, provide for indemnification
of its directors, officers, employees and other agents to the maximum extent
permitted by the California Corporations Code.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


                                      II-1

<PAGE>

ITEM 8.   EXHIBITS.


   Exhibit No.      
   -----------      

       4.1     1995 Nonstatutory Stock Option Plan.
       4.2     Form of Option Agreement under the 1995 Nonstatutory Stock 
                 Option Plan.
       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
                 of securities being registered.
      23.1     Consent of Ernst & Young LLP, Independent Auditors.
      23.2     Consent of Counsel (contained in Exhibit 5.1 above).
      24.1     Power of Attorney (see page II-4).

ITEM 9.     UNDERTAKINGS.

          (a)  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, as amended (the "Securities Act"),
                    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.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the registrant's annual report pursuant to
               Section 13(a) or Section 15(d) of the Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange Act) 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, 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 


                                      II-2

<PAGE>

               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.


                                      II-3

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant, Ophthalmic Imaging Systems certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sacramento, State of
California, on this 28th day of May, 1996.

                              OPHTHALMIC IMAGING SYSTEMS

                              By: /s/ STEVEN R. VERDOONER                       
                                  ----------------------------------------------
                                  Steven R. Verdooner, President and Chief
                                  Financial Officer (Principal Executive,
                                  Accounting and Financial Officer)

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally,
Steven R. Verdooner and Steve Lagorio, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.


       Signature                                Title                    Date
- -----------------------------   ----------------------------------  ------------

/s/ STEVEN R. VERDOONER         President, Chief Financial Officer  May 28, 1996
- -----------------------------   and Director (Principal Executive, 
Steven R. Verdooner             Accounting and Financial Officer)        

/s/ MARK S. BLUMENKRANZ, M.D.   Director                            May 28, 1996
- -----------------------------
Mark S. Blumenkranz, M.D.

/s/ R. MICHAEL CLARK            Director                            May 28, 1996
- -----------------------------
R. Michael Clark

/s/ ROBERT I. SCHNUER           Director                            May 28, 1996
- -----------------------------
Robert I. Schnuer

/s/ LAWRENCE A. YANUZZI, M.D.   Director                            May 28, 1996
- -----------------------------
Lawrence A. Yanuzzi, M.D.


                                      II-4

<PAGE>

                                INDEX TO EXHIBITS


Exhibit No.                        Description
- -----------    ----------------------------------------------------
    4.1        1995 Nonstatutory Stock Option Plan.
    4.2        Form of Option Agreement under the 1995 Nonstatutory Stock  
                 Option Plan.
    5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
                 of securities being registered.
   23.1        Consent of Ernst & Young LLP, Independent Auditors.
   23.2        Consent of Counsel (contained in Exhibit 5.1 above).
   24.1        Power of Attorney (see page II-4).


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13953}]
{"company-data": {"conformed-name": "OPHTHALMIC IMAGING SYSTEMS INC", "cik": "0000885317", "assigned-sic": "3827", "irs-number": "943035367", "state-of-incorporation": "CA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04641", "film-number": "96573260"}, "business-address": {"street1": "221 LATHROP WAY STE 1", "city": "SACRAMENTO", "state": "CA", "zip": "95815", "phone": "9166462020"}}
As filed with the Securities and Exchange Commission on May 28, 1996
                                                      Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                           OPHTHALMIC IMAGING SYSTEMS
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                     94-3035367  
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                            221 LATHROP WAY, SUITE I
                              SACRAMENTO, CA 95815
   (Address, including zip code, of Registrant's principal executive offices)

                             _______________________

                       1995 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                             _______________________

                               STEVEN R. VERDOONER
                                  PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                           OPHTHALMIC IMAGING SYSTEMS
                            221 LATHROP WAY, SUITE I
                          SACRAMENTO, CALIFORNIA 95815
                                 (916) 646-2020
            (Name, address and telephone number of agent for service)

                             _______________________

                                    COPY TO:
                              Issac J. Vaughn, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (415) 493-9300

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                Proposed                 Proposed
           Title of                       Amount                Maximum                  Maximum                  Amount of 
         Securities To                     To Be             Offering Price              Aggregate              Registration 
         Be Registered                  Registered              Per Share              Offering Price                Fee 
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value  . . . . .    1,035,000             $  6.50 (1)             $ 6,727,500(1)             $ 2,320.00
- -------------------------
(1)       Estimated in accordance with Rule 457(c) solely for the purpose of
          calculating the registration fee on the basis of the average of the
          bid and asked price for the Common Stock as of May 21, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission").

          1.   The Registrant's Annual Report on Form 10-KSB for the fiscal
               year ended August 31, 1995.

          2.   The Registrant's Quarterly Reports on Form 10-QSB for the
               quarterly periods ended November 30, 1995 and February 29, 1996.

          3.   The description of the Registrant's Common Stock set forth in
               the Registrant's Registration Statement on Form 8-A, as filed
               with the Commission on or about May 14, 1992.

          4.   All documents subsequently filed by the Registrant pursuant to
               Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
               Act of 1934, as amended (the "Exchange Act"), prior to the
               filing of a post-effective amendment which indicates that all
               securities offered have been sold or which deregisters all
               securities then remaining unsold, shall be deemed to be
               incorporated by reference in this registration statement and to
               be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.  Article II, Sections 4 and 5, of
the Registrant's Restated Articles of Incorporation, as amended, and Article X,
Section 4, of the Registrant's Bylaws, as amended, provide for indemnification
of its directors, officers, employees and other agents to the maximum extent
permitted by the California Corporations Code.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      II-1
ITEM 8.   EXHIBITS.

   Exhibit No.      
   -----------      

       4.1     1995 Nonstatutory Stock Option Plan.
       4.2     Form of Option Agreement under the 1995 Nonstatutory Stock 
                 Option Plan.
       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
                 of securities being registered.
      23.1     Consent of Ernst & Young LLP, Independent Auditors.
      23.2     Consent of Counsel (contained in Exhibit 5.1 above).
      24.1     Power of Attorney (see page II-4).

ITEM 9.     UNDERTAKINGS.

          (a)  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, as amended (the "Securities Act"),
                    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.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the registrant's annual report pursuant to
               Section 13(a) or Section 15(d) of the Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange Act) 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.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, 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 

                                      II-2
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.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant, Ophthalmic Imaging Systems certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sacramento, State of
California, on this 28th day of May, 1996.

                              OPHTHALMIC IMAGING SYSTEMS

                              By: /s/ STEVEN R. VERDOONER                       
                                  ----------------------------------------------
                                  Steven R. Verdooner, President and Chief
                                  Financial Officer (Principal Executive,
                                  Accounting and Financial Officer)

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally,
Steven R. Verdooner and Steve Lagorio, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

       Signature                                Title                    Date
- -----------------------------   ----------------------------------  ------------

/s/ STEVEN R. VERDOONER         President, Chief Financial Officer  May 28, 1996
- -----------------------------   and Director (Principal Executive, 
Steven R. Verdooner             Accounting and Financial Officer)        

/s/ MARK S. BLUMENKRANZ, M.D.   Director                            May 28, 1996
- -----------------------------
Mark S. Blumenkranz, M.D.

/s/ R. MICHAEL CLARK            Director                            May 28, 1996
- -----------------------------
R. Michael Clark

/s/ ROBERT I. SCHNUER           Director                            May 28, 1996
- -----------------------------
Robert I. Schnuer

/s/ LAWRENCE A. YANUZZI, M.D.   Director                            May 28, 1996
- -----------------------------
Lawrence A. Yanuzzi, M.D.

                                      II-4
INDEX TO EXHIBITS

Exhibit No.                        Description
- -----------    ----------------------------------------------------
    4.1        1995 Nonstatutory Stock Option Plan.
    4.2        Form of Option Agreement under the 1995 Nonstatutory Stock  
                 Option Plan.
    5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
                 of securities being registered.
   23.1        Consent of Ernst & Young LLP, Independent Auditors.
   23.2        Consent of Counsel (contained in Exhibit 5.1 above).
   24.1        Power of Attorney (see page II-4).

                                      II-5