SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
OSI Systems, Inc.
Common Stock, no par value per share]
671044105
October 21, 2002
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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
CUSIP NO. 671044105 Page 2 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Cavallo Capital Corp.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(See Item 6) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 755,967 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 755,967 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,967 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%(See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP NO. 671044105 Page 3 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Pine Ridge Financial Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(See Item 6) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 755,967 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 755,967 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,967 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.36%(See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP NO. 671044105 Page 4 of 10
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
First Investors Holding Co., Inc.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(See Item 6) (b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0- (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0- (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%(See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
Page 4 of 12
SCHEDULE 13G
Item 1(a). Name of Issuer:
OSI Systems, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
12525 Chadron Avenue, Hawthorne, California 90250
Item 2(a). Name of Persons Filing:
Cavallo Capital Corp. ("Cavallo")
Pine Ridge Financial Inc. ("Pine Ridge")
First Investors Holding Co., Inc. ("First Investors")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Cavallo:
660 Madison Avenue, 18th floor, New York, NY 10021.
Pine Ridge:
Gonzalez-Ruiz & Aleman (BVI) Limited, Wickhams Cay I,
Vanterpool Plaza,
P.O.Box 873, Road Town, Tortolla, BVI.
First Investors:
Gonzalez-Ruiz & Aleman (BVI) Limited, Wickhams Cay I,
Vanterpool Plaza,
P.O.Box 873, Road Town, Tortolla, BVI.
Item 2(c). Citizenship:
Cavallo:
New York.
Pine Ridge:
British Virgin Islands.
First Investors:
British Virgin Islands.
Item 2(d). Title of Class of Securities:
The Company's Common Stock, no par value (the "Common Stock").
Item 2(e). CUSIP Number:
671044105
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or
13d-2(b) or (c), Check Whether the Persons Filing are a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment advisor in accordance with Rule
13-d(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under
Section (c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [X]
Page 5 of 10
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentages of securities of the issuer identified
in Item 1.
Cavallo:
(a) Amount beneficially owned:
755,967 of Common Stock(1)
(b) Percent of class:
5.363% (based on 12,831,783 of Common Stock
outstanding, as reported on the Company's
Schedule 14A filed on October 15, 2002, plus
1,250,000 shares of Common Stock to be registred on
Form S-3).
(c) Number of shares to which Cavallo has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
755,967 shares of Common Stock(1)
(iii) Sole power to dispose or to direct the
disposition of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
755,967 shares of Common Stock
Pine Ridge:
(a) Amount beneficially owned:
755,967 shares of Common Stock(2)
_______________
(1) (A) Includes 755,967 shares of Common Stock owned by Pine Ridge, and (B)
excludes (i) 168,750 shares of Common Stock issuable upon exercise of a
common stock purchase warrant issued to Pine Ridge by the Company on
October 21, 2002, (ii) 161,595 shares of Common Stock issuable upon
exercise of a common stock purchase warrant issued to Pine Ridge by the
Company on December 10, 2001 and (iii) 50,000 shares of Common Stock
issuable upon exercise of a common stock purchase warrant issued to First
Investors by the Company on December 10, 2001. The terms of the warrants
preclude each holder from exercising its right with respect to its warrant
if such exercise would result in such holder and its affiliates
beneficially owning in excess of 4.999% or 9.999% of the outstanding shares
of Common Stock following such exercise.
(2) Excludes (i) 168,750 shares of Common Stock issuable upon exercise of a
common stock purchase warrant issued to Pine Ridge by the Company on
October 21, 2002, (ii) 161,595 shares of Common Stock issuable upon
exercise of a common stock purchase warrant issued to Pine Ridge by the
Company on December 10, 2001. The terms of the warrant preclude the holder
from exercising its right with respect to its warrant if such exercise
would result in such holder and its affiliates beneficially owning in
excess of 4.999% or 9.999% of the outstanding shares of Common Stock
following such exercise.
Page 6 of 10
(b) Percent of class:
5.36% (based on 12,831,783 shares of Common Stock
outstanding, as reported on the Company's Schedule
14A filed on October 15, 2002 plus 1,250,000 shares
of Common Stock to be registred on Form S-3).
(c) Number of shares to which Pine Ridge has:
(1) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
755,967 shares of Common Stock.
(iii) Sole power to dispose or to direct the
disposition of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
755,967 shares of Common Stock.
First Investors:
(a) Amount beneficially owned:
-0-(3)
(b) Percent of class:
0%
(c) Number of shares to which Pine Ridge has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
-0- shares of Common Stock.
(iii) Sole power to dispose or to direct the
disposition of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
-0-
_______________
(3) Excludes 50,000 shares of Common Stock issuable upon exercise of a common
stock purchase warrant issued to First Investors by the Company on December
10, 2001. The terms of the warrant preclude the holder from exercising its
right with respect to its warrant if such exercise would result in such
holder and its affiliates beneficially owning in excess of 4.999% or 9.999%
of the outstanding shares of Common Stock following such exercise.
Page 7 of 10
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Pursuant to an investment management agreement between Pine
Ridge and Cavallo, Cavallo has the power to sell or vote on
behalf of Pine Ridge, some or all of the shares of Common
Stock to which this report relates. Pursuant to an
investment management agreement between First Investors and
Cavallo, Cavallo has the power to sell or vote on behalf of
First Investors, some or all of the shares of Common Stock
to which this report relates. As such, under Rule 13d 3(a),
Cavallo may be deemed to be the beneficial owner of shares
owned by Pine Ridge and First Investors.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported
By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See the Joint Filing Agreement attached as an exhibit hereto.
Item 9. Notice of Dissolution of a Group.
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 such purpose or effect.
Page 8 of 10
JOINT FILING AGREEMENT
In accordance with rule 13d-1(k)(1) of the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other of
the attached statement on Schedule 13G, and all amendments thereto, and that
such statement, and all amendments thereto, is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby executed this agreement on
October __, 2002.
Cavallo Capital Corp.
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Pine Ridge Financial Inc.
By: Cavallo Capital Corp., Investment Manager
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
First Investors Holding Co., Inc.
By: Cavallo Capital Corp., Investment Manager
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Page 9 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October __, 2002
Cavallo Capital Corp.
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Pine Ridge Financial Inc.
By: Cavallo Capital Corp., Investment Manager
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
First Investors Holding Co., Inc.
By: Cavallo Capital Corp., Investment Manager
/s/ Avi Vigder
-------------------------------------------
Name: Avi Vigder
Title: Managing Director
Page 10 of 10