<PAGE>   1
                                   FORM 10-K

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

   (Mark one)
    [ x ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR FISCAL YEAR ENDED     JUNE 30, 1997
                                             --------------

    [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM            TO                
                                                   ----------    ------------

                         Commission File Number 0-16343

                       OIS OPTICAL IMAGING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                           38-2544320
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

47050 FIVE MILE ROAD, NORTHVILLE, MICHIGAN                  48167
(Address of principal executive offices)                   (Zip Code)


      Registrant's telephone number, including area code:  (810) 454-5560

Securities registered pursuant to Section 12(b) of the Act: None

Securities Registered pursuant to Section 12(g) of the Act:


            Title of Each Class       Name of Exchange on which Registered
            -------------------       ------------------------------------

       Common Stock, $0.01 par value   NASDAQ Over-the-Counter Market



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes [x]     No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   [ ]

The aggregate market value of voting stock held by non-affiliates (based upon
the average bid and asked prices of such stock in the Over-the-Counter market)
on September 18, 1997 was approximately $36,500,000.

The number of shares of Registrant's Common Stock outstanding on September 18,
1997 was 97,468,576.

Portions of the Annual Report to Shareholders for the fiscal year ended June
30, 1997, are incorporated by reference into Part II of this Report.  Portions
of the Proxy Statement relating to the Annual Meeting of Shareholders to be
held on November 20, 1997, are incorporated by reference into Part III of this
Report.


<PAGE>   2

                                   PART I

ITEM 1: BUSINESS

INTRODUCTION

     OIS Optical Imaging Systems, Inc. ("OIS" or the "Company") is a Delaware
corporation that was first organized in 1984 and develops, manufactures and
sells active matrix liquid crystal displays ("AMLCDs").  The Company's
principal market for AMLCDs is commercial and military avionics.  OIS also
derives some revenue from the manufacture and sale of image sensors ("sensors")
and from licensing and royalty agreements. The Company manufactures AMLCDs and
sensors at its new mid-volume manufacturing facility in Northville Township,
Michigan.

     GD Investments Corp., a Delaware corporation ("GDIC") owns approximately
80% of the issued and outstanding common stock of OIS as well as all of the
issued and outstanding shares of the Company's voting preferred stock.  GDIC is
an affiliate of Guardian Industries Corp., a privately held Michigan based
worldwide flat glass manufacturing company ("Guardian").  William Davidson, the
President and Chief Executive Officer of Guardian, owns an additional 1,000,000
shares of the issued and outstanding common stock of OIS.  See Certain
Relationships and Related Transactions and Security Ownership of Certain
Beneficial Owners and Management.

DESCRIPTION OF THE BUSINESS

     Active Matrix Liquid Crystal Displays.  OIS manufacture and sells a
variety of AMLCDs.  AMLCDs are one kind of display or viewing screen capable of
displaying images such as text, graphics or video.

     AMLCDs incorporate the use of microelectronics and amorphous materials
technology to construct transparent thin film electronic switching devices,
such as diodes or transistors, on a specially prepared plate of glass known as
the active plate.  The electronic components are made of semiconductor
materials and are similar to those that are constructed on silicon wafers in
the manufacture of integrated circuits.  A second plate of glass, known as the
passive plate, has a filter applied to its surface.  The filter has a black
background with a microscopic translucent opening for each pixel (picture
element) in the display.  In a color display, the openings must be alternately
colored in the primary colors (red, green and blue) to form pixel groups that
will allow the formation of the entire spectrum of colors.  A transparent
electrode is applied below the filter to complete the circuit with the
electronics on the active plate.  A liquid crystal material is placed between
the active and passive plates.  Liquid crystal material, simply put, can be
induced to block light or let light pass depending on whether a voltage is
applied.  Each switch on the active plate, together with the liquid crystal
material directly above it, forms one pixel in the display.  The two plates are
then sealed together, and polarizing layers are laminated to the outside
surfaces of the glass, creating what is known as a glass cell.  To complete the
AMLCD, a light source (called a "backlight") is placed behind the glass cell
and electronic controllers (called "drivers") are connected to the active plate
to control the individual switches and generate images.  The primary AMLCD
configuration that OIS manufactures, markets and sells is a display cell which
consists of a glass cell with drivers attached.  The Company currently offers a
suite of AMLCD products ranging in size from 1" by  4" to 8" by 8".  The
Company's displays are generally full color although monochrome displays are
available.

     A number of fields of expertise are necessary for the development and
production of AMLCDs.  These include liquid crystal technology,
microelectronics, optics, filters and manufacturing processes for constructing
microelectronics and filters on glass.

     OIS is one of four manufacturers of AMLCDs in North America.  See
Competition.  The principal current submarket for the Company's displays is the
military and commercial avionics market, in which displays are incorporated
into instruments used in civilian and military aircraft and other military
display applications.  In this submarket, the Company's customers are typically
avionics integrators who purchase 


                                     -1-
<PAGE>   3

displays to be integrated into a panel of navigation instruments, either 
for a new aircraft or for retrofitting existing aircraft.  These avionics 
integrators generally then resell the instrument system to a prime contractor 
or end user.  In some cases, the Company sells directly to the prime
contractors or end users.

     In the past, the Company obtained a significant portion of its revenues
from engineering development agreements which typically involved adapting the
Company's standard AMLCD products to meet certain form, fit and optical
requirements for a specific customer applications.  However, the Company has
made a strategc decision to pursue the sale of standard AMLCD products and
minimize engineering work.  In fiscal 1997, OIS derived only 15% of its revenue
from engineering work compared to 38% of its revenue in fiscal 1996.  The
Company expects to secure the majority of its business from orders for the sale
of products and not from engineering development agreements.  In some cases,
the Company will make minor modifications to its products at a customer's
request and will charge the customer for the engineering work involved.

     The Company's policy is to develop new technologies of general application
using its own funds and to attempt to retain ownership of related intellectual
property rights.  OIS has expended $1,306,843,  $1,971,513 and $2,037,583 in
Company sponsored research and development for fiscal years 1995, 1996  and
1997 respectively.

     Image Sensors.  In addition to displays, the Company manufactures image
sensors.  Image sensors detect an image and convert it into electronic
(digital) impulses.  Image sensors are used, for example, in fax machines,
electronic copyboards and page scanners.   In the past, the only customer for
the Company's sensors was Quartet Manufacturing Co., which incorporates OIS
sensors into electronic copyboards.  In fiscal 1997, the Company developed and
produced its first flat panel x-ray sensors designed to detect and digitally
capture the same images currently captured using x-ray film.  The Company
believes flat panel x-ray sensors offer many advantages over the use of
conventional x-ray film, including digital acquisition, communication and
storage of images, fewer repeat exams, faster patient throughput and increased
utilization of exam rooms.  The Company continues to review other potential
commercial applications for its sensor technology, such as industrial
non-destructive testing, produce, livestock and poultry inspection and medical
diagnosis.

     Licensing.  In addition to the revenue obtained from development
agreements and the sale of products, the Company has obtained revenue from
licensing its sensor technology to others.  The Company will continue to
license its technology where it appears appropriate.  See Intellectual Property
Rights.

COMPETITION

     AMLCDs.  OIS views the market for AMLCDs as consisting of at least two
distinct submarkets.  The first submarket for AMLCDs, and by far the largest,
is the market for AMLCDs for use in consumer electronics products, such as
laptop computers.  This market is highly competitive with at least six
competitors worldwide.  All of the firms which compete in this submarket have
more financial resources than the Company and most are affiliated with major
corporations that have extensive experience in the electronics industry.  OIS
is not active in this submarket at this time, and it will not be possible for
the Company to compete successfully in this submarket unless it can
significantly reduce its per unit production costs.  Management does not
anticipate that the Northville facility will enable the Company to successfully
enter this submarket because throughput at the Northville facility will be too
small to generate the necessary economies of scale.

     The second submarket for AMLCDs consists of the market for AMLCDs for use
in military, commercial avionics, space and other demanding environments.  This
is the submarket that OIS has identified as the near-term target market for its
AMLCDs.  OIS AMLCDs are engineered and manufactured to meet the optical and
environmental requirements of these demanding applications.

     Within the submarket in which OIS competes, the most significant source of
competition is indirect competition from currently existing, non-AMLCD
technologies, such as electromechanical displays and cathode ray tube displays
(CRTs).  AMLCDs have a number of performance advantages over CRTs and
electromechanical displays, including less thickness, lower weight, higher
contrast, sunlight readability and 



                                     -2-
<PAGE>   4

longer mean time between failures.  OIS management believes that customers 
recognize that the AMLCD is a superior technology.  The Company currently 
competes with non-AMLCD technologies primarily on the basis of performance.  
However, the Company's  ultimate success in displacing CRTs and
electromechanical displays will depend on, among other things, the Company's
ability to compete on the basis of price by reducing the per unit cost of its
AMLCDs.

     Within the submarket in which OIS competes, OIS experiences direct
competition for sales of AMLCDs primarily from two sources.  The first source
of competition is from the three other North American companies which
manufacture, or intend to manufacture, AMLCDs:  Litton Industries of Canada,
ImageQuest and dpiX.  Litton Industries of Canada supplies AMLCDs to Litton
Systems, an affiliated company which is in the business of supplying whole
avionic flight information systems.  Image Quest is a start-up company backed
by Hyundai of South Korea and dpiX is a subsidiary of Xerox. Although the
Company is not aware of any significant production of AMLCDs by either
ImageQuest or dpiX, each company has announced plans to manufacture AMLCDs
which would compete with several of the Company's products.  While Hyundai and
Xerox each have at their disposal substantial resources that could be devoted
to the development and manufacture of AMLCDs, the Company does not know the
actual level of financial commitment which Hyundai or Xerox have to these
companies.  The potential competitive impact of these companies is not yet
clear.

     The second source of direct competition for sales of AMLCDs within the
Company's target submarket is from companies which re-manufacture and adapt
consumer grade AMLCDs for avionics use.  Although OIS management believes that
consumer grade AMLCDs generally do not meet current avionics requirements, a
number of avionics integrators are purchasing consumer grade AMLCDs and
adapting them for avionics use.  These adapted products are a growing source of
competition for the Company.  Although the adapted products are generally lower
in price, they also generally have weaker performance in one or more respects
than the Company's products.  The Company is carefully monitoring developments
in adapted products.

     A number of technologies other than the Company's AMLCD technology can be
used to manufacture flat panel displays, and a number of companies around the
world are working on such technologies.  Examples of technologies that are not
currently competing with AMLCDs for avionics applications because they either
are not sunlight readable or do not produce color images include
electroluminescent, plasma and light emitting diode technologies.  Other
potentially competing technologies include AMLCD poly-silicon (in contrast to
the Company's use of amorphous silicon), ferroelectric and field emission
technologies.  While future displacement of the Company's AMLCD technology is
always a possibility, management believes that none of these potentially
competing technologies have reached the current state of development of the
Company's AMLCD technology.  Management's long term goal for the Company is to
develop the ability to adopt new technologies if management determines that
such technologies are desirable, but there is no assurance that the Company
will achieve that goal.

     OIS does not expect the current large scale producers of consumer grade
AMLCDs to enter the Company's target submarket directly since this submarket is
characterized by relatively small production runs that may not  be economical
for large scale producers.  OIS expects to compete on the basis of  its ability
to meet the performance requirements of its submarket, its identification as a
United States manufacturer, and, eventually, price.  The Company believes that,
over time, it will need to reduce production costs and prices in order to
compete effectively.

     Image Sensors.  The Company is seeking to enter into the medical imaging
market and has identified the market for digital flat panel x-ray sensors as
its near term target submarket.  This submarket is at a very early stage of
development and is highly dependent on whether or not digital x-ray sensors are
accepted as an alternative to traditional x-ray film.  OIS is aware of three
companies that have announced plans to manufacture digital x-ray sensor
products: EG&G Inc., dpiX and Philips Corporation.  Recently, EG&G announced
that it will be the exclusive supplier of x-ray sensors to GE Medical Systems.
The potential competitive impact of these companies is not yet clear.




                                     -3-
<PAGE>   5

BUSINESS DEVELOPMENTS

     Northville Facility.  Through fiscal 1996, the Company produced displays
in its Troy, Michigan, facility which was originally designed primarily for
research and development, not production.  The Company built a new mid-volume
manufacturing facility in Northville Township, Michigan.  The Northville
facility was designed to produce AMLCDS and sensors for the commercial and
military avionics and medical imaging submarkets, not the consumer electronics
submarket.  See Competition.  The Northville facility incorporates flexible
manufacturing technology that is intended to facilitate the relatively small
production runs that characterize the Company's current submarkets.  The
Company began lengthy process startup procedures at the Northville facility in
June 1995.  In August 1996, the Company established a baseline manufacturing
process at the Northville facility,  transferred all production from the Troy
facility to the Northville facility and ceased operations in the Troy facility.
Throughout fiscal 1997 the Company concentrated on increasing production
volumes and yields at the Northville facility.  By the end of fiscal 1997, the
Company had achieved regular and continuous manufacturing at the Northville
facility sufficient to meet the Company's current demand for its products.

     The Northville facility was built under an agreement with the Defense
Advanced Research Projects Agency of the U.S. Department of Defense ("DARPA"),
under which the federal government provided $48 million to OIS upon the
attainment of specified planning and construction milestones.  OIS used the
government funds to purchase process equipment for the Northville facility.
The government will own that equipment but OIS will be entitled to use the
government-owned equipment through August 1998 without payment.  In 1998, OIS
will have the option to purchase any or all of the government-owned equipment
at its then fair market value.  See Management's Discussion and Analysis.

     Products.  During fiscal 1997, the Company has continued its program of
building "standard" or "catalog" AMLCDs and making them available to customers
on an off-the-shelf basis.  During fiscal 1997, the Company also entered into a
production agreement with Sterling Diagnostic Imaging Inc. for the delivery of
the Company's first commercial flat panel x-ray sensor products.  In the fiscal
1997, the Company derived approximately 15% of its operating revenues from
development agreements, approximately 78% from sales of AMLCDs (including both
production agreements and off-the-shelf sales) and approximately 7% from image
sensors.  See Management's Discussion & Analysis -- Results of Operations.

     Customers.  In the past, the United States government has been the largest
end user of the Company's displays.  The U.S. government, principally the
Department of Defense, continues to purchase displays from the Company
indirectly through a number of prime contractors and avionics integrators.
However, as a result of the Company's ongoing policy to sell displays for use
by the U.S. government as "catalog" products, the Company is no longer required
to satisfy many of the complex requirements associated with traditional
government contracts.  While OIS is unable to determine the precise mix of U.S.
government and non-government sales, management believes that the U.S.
government is becoming a less dominate source of the Company's revenue.  The
Company has three customers that each individually accounted for more than 10%
of its total revenues in the fiscal year ended June 30, 1997:  Kaiser
Electronics, Honeywell and Allied Signal.  In aggregate, these three customers
accounted for $8.3 million or 61% of the Company's revenue in fiscal 1997.

     Marketing and Development of the Market.  As a result of the ongoing
ramp-up at the Northville facility and the availability of additional
production capacity, the Company has begun an aggressive campaign to expand
sales of both its AMLCDs and sensor products.  During fiscal 1997, the Company
continued to experience requests for proposals and marketing activity which
resulted in additional production orders.  Management expects that the
Company's targeted submarkets will expand substantially in the next three to
five years.  Although growth is expected, the amount of growth which will occur
in the next one to three years is uncertain as it is not clear how quickly
potential customers will adopt the use of AMLCD and sensor technology.



                                     -4-
<PAGE>   6

     Fiscal 1997 Results.  During fiscal 1997, revenues from the sale of
products increased significantly although decreasing engineering revenue and
high costs of sales resulted in continuing losses.  See Management's Discussion
& Analysis -- Results of Operations -- Costs of Sales.

     Future Operations.  Management believes that the Company's ability to
operate profitably will depend on a number of factors, including the following:

     1. The rate at which demand for high performance AMLCDs increases.

     2. The rate at which digital x-ray sensors are accepted as an alternative
to traditional x-ray film.

     3. The more efficient operation of the Northville facility.  Management
believes that the Northville facility reflects the state-of-the-art in AMLCD
manufacturing facilities.  However, the Company's Northville facility is the
first mid-volume AMLCD manufacturing facility ever been built in the United
States and there is no assurance that the Company will be able to manufacture
its products at competitive cost.

FINANCING DEVELOPMENTS

     On October 29, 1996, the Board of Directors of OIS authorized the issuance
of 100,000 shares of a Series B Cumulative Preferred Stock, par value $0.01
(the "Series B Preferred").  The Series B Preferred is not convertible into
Common Stock or any other security of OIS.  However, each share of Series B
Preferred entitles the holder thereof to 350 votes on every matter submitted to
a vote of the shareholders of OIS.  The Series B Preferred bears a cumulative
dividend at a rate of 8% for three years from the date of issuance and at an
increasing floating rate thereafter (subject to a cap of 16.5% per year).  The
purchaser of shares of Series B Preferred cannot cause their redemption, and
OIS can redeem shares of Series B Preferred only upon a vote of the directors
of OIS that are independent of the owner or owners of the shares of Series B
Preferred being redeemed.

     On October 30, 1996, OIS issued 38,137 shares of Series B Preferred to
Guardian in exchange for the 35,000 shares of Series A Preferred Cumulative
Preferred Stock previously acquired by Guardian and all dividend in arrears
thereon. This exchange was approved by the independent members of OIS's Board
of Directors.

     On October 31, 1996, GDIC purchased 21,000 shares of Series B Preferred
from OIS for $1,000 per share.  Subsequently during fiscal 1997, GDIC purchased
an additional 14,500 shares of Series B Preferred from OIS for $1,000 per
share. As of September 18, 1997, GDIC's purchases of Series B Preferred Stock
totaled $35,500,000.  These investments were approved by the independent
members of OIS's Board of Directors and are accounted for as equity by OIS.

     On October 31, 1996, OIS became eligible, and has elected, to become a
member of an affiliated group under Section 1504(a) of the Internal Revenue
Code of 1986, as amended, with Guardian, GDIC and Guardian's other qualifying
subsidiaries (the "Affiliated Group").  As a member of the Affiliated Group,
OIS's tax attributes generated after October 31, 1996 will be included in the
single consolidated federal income tax return filed by the Affiliated Group.  
Net operating losses of OIS generated prior to October 31, 1996 will only be 
eligible to offset future taxable income of OIS and cannot be used to offset 
the income of other companies included in the Affiliated Group.

     In order to provide funding for future operations of OIS, OIS has entered
into a Tax Sharing Agreement with Guardian effective November 1, 1996.  Under
the terms of the Tax Sharing Agreement, Guardian will compensate OIS for the
value of OIS's losses and credits which are utilized by the Affiliated Group by
making payments to OIS in an amount equal to the difference between (i) the
liability reflected on the Affiliated Group's consolidated federal income tax
return with the inclusion of OIS and (ii) the liability without the inclusion
of OIS.



                                     -5-
<PAGE>   7

     The disinterested members of OIS have authorized OIS to borrow up to
$20,000,000 from Guardian at an annual interest rate of up to 7%, with all
interest and principal due and payable on demand of GDIC.  As of September 18,
1997, OIS had borrowed $9,000,000 from GDIC.

     The Company continues to utilize commercial financing from Bank of America
NTSA and NBD Bank N.A. in the form of a term loan and a credit facility, both
maturing in December, 1999.  The financing agreements were amended in fiscal
1995 to increase available credit from $40 million to $52.5 million.  The
financing agreements include a number of covenants, including a prohibition on
granting security interests, limitations on capital expenditures and
dispositions of assets and financial covenants.  Additionally, under the terms
of the financing agreements, OIS is restricted from incurring additional debt
(as defined) and paying cash dividends.  Furthermore, OIS must meet certain
financial covenants as defined in the financing agreements.  The financing is
unsecured and provides for interest rates to be determined at the times of
borrowing equal to NBD Bank N.A.'s prime rate or LIBOR plus a margin of .875%
or at elected fixed rates with interest periods ranging from 30 days to 180
days.  The term loans are payable in quarterly principal installments of
$5,500,000 on December 31, 1997, $2,500,000 on each of March 31, 1998 and June
30, 1998, $2,750,000 on each of September 30, 1998 and December 31, 1998,
$3,375,000 on each of March 31, 1999 and June 30, 1999, $3,875,000 on September
30, 1999 and $25,875,000 on December 31, 1999.  The Company also pays a
commitment fee of .375% of the unused portion of the credit facility.  The
revolving credit facility matures in December 1999.

     The Company expects to require and to pursue additional equity, and
possibly debt, financing in fiscal 1998, but has not determined the amount or
nature of the prospective financing.  See Management's Discussion & Analysis --
Capital Resources.


                                     -6-
<PAGE>   8

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     Business Data.  The following table shows the amount and percentage of the
Company's revenues contributed by, the operating profit attributable to, and
the assets associated with the development and sales of displays and sales of
sensors for each of the three fiscal years ending June 30, 1995, 1996 and 1997:



<TABLE>
<CAPTION>
                                FY 97                                       FY 96                               FY 95

                          -------------------                 ---------------------------          -------------------------
                             AMOUNT       %                             AMOUNT       %                      AMOUNT       %
                          -------------------                 ---------------------------          -------------------------
<S>                       <C>             <C>                     <C>            <C>                    <C>          <C>
REVENUE:

 SALE OF DISPLAYS         $ 10,502,747      78%                    $ 6,488,975    61%                     $2,290,242    27%

 ENGINEERING                 2,106,843      15%                      4,001,414    38%                      5,799,519    69%

 SALE OF SENSORS          $    990,898       7%                    $   104,818     1%                     $  333,280     4%
                          ------------                             ------------                           -----------        

 TOTAL REVENUES           $ 13,600,488     100%                    $10,595,207   100%                     $8,423,041   100%

OPERATING PROFIT:

 SALE OF DISPLAYS         $(27,176,280)   -201%                   $( 9,166,315)  -87%                    $(7,282,833)  -86%

 ENGINEERING              (  5,359,140)    -39%                    (13,328,809) -126%                     (6,629,522)  -79%

 SALE OF SENSORS          $ (2,504,803)    -18%                   $(   348,887)   -3%                    $(1,018,924)  -12%
                          ------------                            ------------                           -----------        

 TOTAL OPERATING PROFITS
  (LOSS)                  $(35,040,223)   -258%                   $(22,844,011)  -216%                  $(14,931,279) -177%

ASSETS:(1)

 FIXED ASSETS (NBV)       $ 56,963,414     419%                   $ 54,731,463    517%                  $ 45,734,945   543%
 INVENTORY                $  9,525,136      70%                   $  5,847,250     55%                  $  3,360,062    40%
</TABLE>


(1)  For each year, all fixed assets and 99% of the inventory relate to the
     development and sale of displays, and 1% of the inventory relates to sale
     of sensors.




                                     -7-
<PAGE>   9

     The following table shows the domestic and foreign revenues attributable
to the industry segments for each of the three fiscal years ending June 30,
1995, 1996 and 1997:


<TABLE>
<CAPTION>
                               FY 97                FY 96               FY 95
                         -------------------  --------------------  ----------------
                              AMOUNT     %         AMOUNT    %         AMOUNT    %
                         -------------------  --------------------  ----------------
<S>                         <C>          <C>   <C>          <C>   <C>          <C>
REVENUE:

ENGINEERING & 
SALE OF DISPLAYS

   DOMESTIC                 $11,014,100   81%  $ 9,878,531   93%  $ 7,830,225   93%

   FOREIGN                    1,595,490   12%      611,858    6%      259,536    3%

SALE OF SENSORS

   DOMESTIC                     990,898    7%      104,818    1%      333,280    4%

   FOREIGN                      
                            -----------        -----------        -----------

TOTAL REVENUES              $13,600,488  100%  $10,595,207  100%  $ 8,423,041  100%
                            -----------        -----------        -----------
TOTAL:
   DOMESTIC                 $12,004,998   88%  $ 9,983,349   94%  $ 8,163,505   97%

   FOREIGN                    1,595,490   12%      611,858    6%      259,536    3%
                            -----------        -----------        -----------
                            $13,600,488  100%  $10,595,207  100%  $ 8,423,041  100%
</TABLE>

     Backlog at June 30, 1997, was approximately $33.3 million, as compared to
$28.5 million at June 30, 1996.  It is expected that approximately $20.3
million of the backlog will be filled in fiscal 1998 if there are no
cancellations or delays in existing programs.  In fiscal 1997, the Company
experienced delays that resulted in the amount of backlog that was actually
filled in the fiscal year being approximately $7.4 million less than had been
anticipated.

     Raw materials and components necessary for production of displays and
sensors are generally available from several sources.  The Company does not
foresee an unavailability of materials or components that would have a material
adverse effect on its overall business, or any of its business segments, in the
near term.

     The Company's business is not seasonal.

     The Company employed 328 persons at June 30, 1997.




                                     -8-
<PAGE>   10



INTELLECTUAL PROPERTY RIGHTS

     The Company is working to improve its current AMLCDs and sensors and to
develop enhancements and improvements to the technologies that are involved in
producing its products.  The basic methodology for the manufacture of AMLCDs
using the thin film transistor technology currently employed by the Company is
in the public domain. The manufacture of the Company's sensor products,
including digital x-ray sensors, is based in large part on OIS patents and
trade secrets.

     Management believes that the proprietary know-how and other trade secrets
developed by the Company over the years are a key factor in its ability to
produce displays and sensors.  The Company has policies and procedures in place
to attempt to protect its trade secrets.

     The Company endeavors to develop new technologies of general application
with its own funds and to retain ownership of related intellectual property
rights.

     Where management has considered it appropriate, the Company has sought
patent protection for its inventions in the United States and in other
countries.  The Company owns over 50 patents, most of which were granted less
than ten years ago, and has a number of patent applications pending or in
preparation.  Management believes that a number of these patents represent, or
have the potential to represent, significant developments, generally in the
form of enhancements or improvements to existing technologies, which may be
important for the Company and its competitive position.  The level of patent
activity (and related expense) has increased in fiscal 1997.

     Disputes involving intellectual property, particularly patents, can be
extremely expensive to litigate and the results are often difficult to predict.
Furthermore, the Company's resources are limited relative to many other
participants in the display industry.  The Company will endeavor to manage the
risks and potential benefits related to intellectual property protection to
avoid litigation where possible, consistent with the need to preserve the
Company's right to conduct its business and to protect the Company's own
intellectual property position.

     Management believes that it is common in the display and semiconductor
industries for firms to enter into cross-licensing agreements in order to
mitigate the risk of intellectual property litigation.  As appropriate,
management will consider whether attempting to obtain cross-licensing
agreements in certain fields may be advantageous to the Company.  There is no
assurance that the Company will be able to enter into cross-licensing
agreements on favorable terms.

     In 1984, Energy Conversion Devices, Inc. ("ECD"), which was then the
parent corporation of OIS, granted to OIS a worldwide exclusive license
(including the right to grant sublicenses) to make, use, and sell products
using any or all of ECD's technology (including patent rights), present or
future, in displays and sensors.  In addition, OIS granted ECD a nonexclusive
cross-license to technology developed by OIS, present or future, for
applications outside the fields of displays and sensors.  In April 1992, ECD
assigned a substantial number of the patents covered by this license to OIS
outright, and ECD and OIS entered into a new agreement (the "1992 ECD
Agreement") under which ECD granted to OIS a worldwide exclusive license to all
of its remaining technology that existed on the date of the 1992 ECD Agreement.
The license granted by ECD will become royalty bearing at such time as OIS
posts a cumulative 20% after-tax annual return on invested capital.  The
royalty rates are, subject to certain limitations, 0.5% of net sales of OIS and
its sublicenses of licensed products and 7.5% of up-front license payments
received by OIS from sublicenses.

ENVIRONMENTAL ISSUES

     The Company believes that it is presently in substantial compliance with
all existing applicable environmental laws and does not anticipate that such
compliance will have a material effect on future capital expenditures,
earnings, or competitive position.

ITEM 2:  PROPERTIES

     The principal executive offices of the Company are located at the
Company's 108,000 square foot pilot demonstration, research, production and
office facility in Northville Township, Michigan.



                                     -9-
<PAGE>   11

ITEM 3:  LEGAL PROCEEDINGS

         The Company is not subject to any material pending legal proceedings.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to stockholders during the fourth quarter of 
the fiscal year.


                                    PART II


ITEM 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     The information set forth under the caption "PRICE RANGE OF COMMON STOCK"
appearing in the Annual Report to Shareholders for the fiscal year ended June
30, 1997, is incorporated by reference into this Report.

ITEM 6:  SELECTED FINANCIAL DATA

     The information set forth under the caption "SELECTED FINANCIAL DATA"
appearing in the Annual Report to Shareholders for the fiscal year ended June
30, 1997, is incorporated by reference into this Report.

ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

     The information set forth under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION" appearing in the
Annual Report to Shareholders for the fiscal year ended June 30, 1997, is
incorporated by reference into this Report.

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following Financial Statements of the Company and Report of
Independent Public Accountants set forth in the Annual Report to Shareholders
for the fiscal year ended June 30, 1997, are incorporated by reference into
this Report:

     Report of Independent Public Accountants

     Balance Sheets - June 30, 1997 and 1996

     Statements of Operations - years ended June 30, 1997, 1996 and 1995

     Statements of Stockholders' Equity - years ended June 30, 1997, 1996 and
     1995

     Statements of Cash Flows - years ended June 30, 1997, 1996 and 1995

     Notes to Financial Statements

ITEM 9:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.



                                     -10-
<PAGE>   12

                                    PART III


ITEM 10:   DIRECTORS AND EXECUTIVE OFFICERS OF OIS

     The information set forth under the caption "ELECTION OF DIRECTORS"
appearing in the Proxy Statement for the fiscal year ended June 30, 1997, is
incorporated by reference into this Report.


ITEM 11:   EXECUTIVE COMPENSATION

     The information set forth under the caption "EXECUTIVE COMPENSATION"
appearing in the Proxy Statement for the fiscal year ended June 30, 1997, is
incorporated by reference into this Report.


ITEM 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth under the caption "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" appearing in the Proxy Statement for the
fiscal year ended June 30, 1997, is incorporated by reference into this Report.


ITEM 13:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth under the caption "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS"  appearing in the Proxy Statement for the fiscal year
ended June 30, 1997, is incorporated by reference into this Report.


                                    PART IV


ITEM 14:   EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. List of Financial Statements

     The following financial statements of the Company are set forth in of the
     Annual Report to Shareholders for the fiscal year ended June 30, 1997, and
     are incorporated by reference into this Report by Item 8 hereof:

        Report of Independent Public Accountants
        Balance Sheets - June 30, 1997 and 1996
        Statements of Operations - years ended June 30, 1997, 1996 and 1995
        Statements of Stockholders' Equity - years ended June 30, 1997, 1996 
        and 1995
        Statements of Cash Flows - years ended June 30, 1997, 1996 and 1995
        Notes to Financial Statements




                                     -11-

<PAGE>   13
                                                                           PAGE
                                                                           ----
     2. List of Financial Statement Schedules PAGE

The following financial statement schedules of the Company are
included in this Report:


            Schedule II - Valuation and Qualifying Accounts -
            June 30, 1997, 1996 and 1995 ................................. 15


Schedules, other than those referred to above, are omitted as not applicable
or not required, or the required information is shown in the financial
statements or notes thereto.

3. List of Exhibits



EXHIBIT
NUMBER                          DESCRIPTION
-------------------------------------------

3(i)   Restated Certificate of Incorporation as currently in effect.
       (Filed as Exhibit to OIS' Annual Report on Form 10-K for the fiscal year
       ended June 30, 1995, and incorporated herein by reference.)

3(ii)  Bylaws as currently in effect.  (Filed as Exhibit to OIS's Annual
       Report on Form 10-K for the fiscal year ended June 30, 1992, and
       incorporated herein by reference.)

4.1    Resolution of the Board of Directors of the company establishing the
       Series B Cumulative Preferred Stock of the Company.

10.1   Agreement between OIS, ECD and Quartet Manufacturing Company dated
       December 31, 1988, with attachments.  (Filed as Exhibit to OIS's Annual
       Report on Form 10-K for the fiscal year ended June 30, 1989, and
       incorporated herein by reference.)

10.2   Master Lease Agreement with Appendices between OIS and GE Capital
       dated August 26, 1991.  (Filed as Exhibit to OIS's Annual Report on Form
       10-K for the fiscal year ended June 30, 1991, and incorporated herein by
       reference.)

10.3   Sensor License Agreement between ECD and OIS dated April 14, 1992.
       (Filed as Exhibit to OIS's Annual Report on Form 10-K for the fiscal
       year ended June 30, 1992, and incorporated herein by reference.)

10.4   OIS 1984 Amended and Restated Stock Option Plan. (Filed as Exhibit
       to OIS's Annual Report on Form 10-K for the fiscal year ended June 30,
       1992, and incorporated herein by reference.)

10.5   OIS 1988 Amended and Restated Stock Option and Incentive Plan.
       (Filed as Exhibit to OIS's Annual Report on Form 10-K for the fiscal
       year ended June 30, 1992, and incorporated herein by reference.)

10.6   OIS 1994 Significant Employee Stock Incentive Plan.  (Filed as
       Exhibit to OIS' Annual Report on Form 10-K for the fiscal year ended
       June 30, 1995, and incorporated herein by reference.)

10.7   Amended and Restated Agreement between ECD and OIS dated April 14,
       1992.  (Filed as Exhibit to OIS's Annual Report on Form 10-K for the
       fiscal year ended June 30, 1992, and incorporated herein by reference.)

10.8   Amended and Restated Services Agreement between OIS and Guardian dated 
       June 30, 1995.  (Filed as Exhibit to OIS's Annual Report on Form 10-K for
       the fiscal year ended June 30, 1995, and incorporated herein by 
       reference.)




                                     -12-
<PAGE>   14

     10.9      Loan Agreement and Master Demand Note between OIS and NBD Bank,
               N.A., dated March 19, 1993.  (Filed as Exhibit to OIS's Annual
               Report on Form 10-K for the fiscal year ended June 30, 1993, 
               and incorporated herein by reference.)

     10.10     Credit Agreement between OIS, Bank of America National Trust and
               Savings Associations and NBD Bank, N.A., as Banks, NBD Bank, 
               N.A., as Administrative Agent, and BA Securities, Inc., as 
               Arranger, dated December 14, 1993.  (Filed as Exhibit to OIS's 
               Quarterly Report on Form 10-Q for the quarterly period ended 
               March 31, 1994, and incorporated herein by reference.)

     10.11     Amendment No. 2 and Waiver to Credit Agreement between OIS, Bank
               of America National Trust and Savings Association and NBD Bank,
               N.A., as Banks, NBD Bank, N.A., as Administrative Agent, and BA
               Securities, Inc., as Arranger, dated February 28, 1995.  (Filed
               as Exhibit to OIS' Annual Report on Form 10-K for the fiscal year
               ended June 30, 1995, and incorporated herein by reference.)

     10.12     Amendment No. 3 to Credit Agreement between OIS, Bank of America
               National Trust and Savings Association and NBD Bank, N.A., as
               Banks, and NBD Bank, N.A., as Administrative Agent, dated
               September 19, 1996. (Filed as Exhibit to OIS' Annual Report on
               Form 10-K for the fiscal year ended June 30, 1996 and
               incorporated herein by reference.)

     10.13     Agreement between OIS and The Advanced Research Projects Agency
               dated August 26, 1993.  (Filed as Exhibit to OIS's Annual Report
               on Form 10-K for the fiscal year ended June 30, 1993, and
               incorporated herein by reference.)

     10.14     Consultant Agreement between OIS and Peter Joel C. Young dated as
               of  September 1, 1995.  (Filed as Exhibit to OIS's Annual Report
               on Form 10-K for the fiscal year ended June 30, 1995, and
               incorporated herein by reference.)

     10.15     Tax Sharing Agreement dated November 1, 1996 between OIS and 
               Guardian.

     10.16     Promissory Note dated June 19, 1997 given by OIS in favor of 
               GDIC.

     13        Form of Annual Report to Shareholders of the Company for the 
               fiscal year ended June 30, 1997.  Except for those portions of 
               such Annual Report to Shareholders expressly incorporated by 
               reference into this Report, such Annual Report to Shareholders 
               is furnished solely for the information of the Securities and 
               Exchange Commission and shall not be deemed a "filed" document.

     23        Consent of Arthur Andersen LLP dated September 26, 1997.

     27        Financial Data Schedule.   (EDGAR version only.)

(b)  Reports on Form 8-K

     None.


                                     -13-
<PAGE>   15



                   Report of Independent Public Accountants



To OIS Optical Imaging Systems, Inc.

We have audited, in accordance with generally accepted auditing standards, the
financial statements included in OIS Optical Imaging Systems, Inc.'s annual
report to shareholders incorporated by reference  in this Form 10-K, and have
issued our report thereon dated August 29, 1997.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole.  The
schedule listed in the accompanying index is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


\s\ Arthur Andersen LLP


Detroit, Michigan
August 29, 1997








                                     -14-
<PAGE>   16






                       OIS OPTICAL IMAGING SYSTEMS, INC.
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          JUNE 30, 1997, 1996 AND 1995



<TABLE>
<CAPTION>
                           COLUMN B                    COLUMN C              COLUMN D                     COLUMN E
                           -----------------------------------------------------------------------------------------

                           BALANCE AT             ADDITIONS        ADDITIONS
                           BEGINNING             CHARGED TO        CHARGED TO                        BALANCE AT END
DESCRIPTION                OF PERIOD        COSTS AND EXPENSES     OTHER ACCOUNTS    DEDUCTIONS         OF PERIOD
-----------                ---------        ------------------     --------------    ----------         ---------
<S>                        <C>              <C>                    <C>               <C>             <C>
YEAR ENDED JUNE 30, 1997:
  ALLOWANCE FOR DOUBT       $60,000                                                                      $60,000
  ACCOUNTS

YEAR ENDED JUNE 30, 1996:
  ALLOWANCE FOR DOUBT       $60,000                                                                      $60,000
  ACCOUNTS

YEAR ENDED JUNE 30, 1995:
  ALLOWANCE FOR DOUBT       $60,000                                                                      $60,000
  ACCOUNTS
</TABLE>



                                     -15-
<PAGE>   17

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                        OIS OPTICAL IMAGING SYSTEMS, INC.

                        By: \s\ Rex Tapp
                            -----------------------------------------------
                            Rex Tapp, President and Chief Executive Officer

Dated:  September 26, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:



\s\ Charles C. Wilson       Executive Vice President,         September 9, 1997
-----------------------     Chief Financial Officer &
Charles C. Wilson           Director
                            (Principal Financial &
                            Accounting Officer)

\s\ Rex Tapp                President, Chief Executive        September 9, 1997
-----------------------     Officer & Director
Rex Tapp               


\s\ Ralph J. Gerson         Chairman of the Board & Director  September 9, 1997
-----------------------
Ralph J. Gerson


\s\ Jeffrey A. Knight       Director                          September 9, 1997
-----------------------
Jeffrey A. Knight


\s\ C. K. Prahalad          Director                          September 9, 1997
-----------------------
C. K. Prahalad

\s\ Robert M. Teeter        Director                          September 9, 1997
-----------------------
Robert M. Teeter


\s\ Mark S. Wrighton        Director                          September 9, 1997
-----------------------
Mark S. Wrighton


\s\ Peter Joel C. Young     Director                          September 9, 1997
-----------------------
Peter Joel C. Young



                                     -16-
<PAGE>   18


                              EXHIBIT INDEX

EXHIBIT
NUMBER                    DESCRIPTION
------                    -----------
4.1       Resolution of the Board of Directors establishing the Series B
          cumulative preferred stock of the Company.

10.15     Tax Sharing Agreement dated November 1, 1996 between OIS and Guardian.

10.16     Promissory Note dated June 19, 1997 given by OIS in favor of GDIC.


13        Form of Annual Report to Shareholders of the Company for the fiscal 
          year ended June 30, 1995.  Except for those portions of such Annual 
          Report to Shareholders expressly incorporated by reference into this
          Report, such Annual Report to Shareholders is furnished solely for 
          the information of the Securities and Exchange Commission and shall 
          not be deemed a "filed" document.

23        Consent of Arthur Andersen LLP dated September 26, 1997.

27        Financial Data Schedule.   (EDGAR version only)



                                     -17-