OSI Systems Announces $40.5 Million Private Placement of Common Stock

    HAWTHORNE, Calif.--Dec. 10, 2001--OSI Systems Inc. today announced that it will receive gross proceeds of approximately $40.5 million in conjunction with a private placement of common stock at $19.56 per share to institutional investors.
    The share price of the placement is based upon the average of the company's common stocks' closing bid price for the five-day period ending December 7, 2001. As part of the transaction, the Company issued to the investors' warrants to purchase 517,500 additional shares of OSI Systems' common stock at an exercise price of $23.47 per share.
    After commissions and expenses the net proceeds to the Company will be approximately $38.4 million. The proceeds will be used for general corporate purposes and working capital needs. Roth Capital Partners served as the placement agent for this transaction.
    The securities sold in this private placement have not yet been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements.
    However, as part of the transaction, the Company agreed to file a registration statement on Form S-3 with the Securities and Exchange Commission within 15 days for purposes of registering the resale of common stock issued in the private placement.
    This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Any offering of OSI Systems Inc. securities under the resale registration statement will be made only by means of a prospectus.

    About OSI Systems Inc.

    OSI Systems Inc. is a diversified global developer, manufacturer and seller of optoelectronic-based components and systems. The company has more than 30 years of optoelectronics experience, and through its family of subsidiaries, competes in four specific growth areas: OEM Manufacturing, Security, Medical and Fiber Optics. For more information on OSI Systems Inc. or any of its subsidiary companies, visit www.osi-systems.com.

    "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: The statements contained in this release that are not historical facts are forward-looking statements that are subject to risks and uncertainties including those risks detailed in the company's Securities and Exchange Commission filings that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. In addition to the factors discussed in the filings with the Securities and Exchange Commission, among the other factors that could cause actual results to differ materially are the following: adverse changes in the business conditions and the general economy; competitive factors, such as rival companies' pricing and marketing efforts; availability of third-party material products at reasonable prices; the financial condition of the customer; risks of obsolescence due to shifts in market demand; and litigation involving product liabilities and consumer issues; and a change in the demand for security systems based upon the ever changing domestic and international political climate.