!..5!, 2%0/24 -ESSAGE TO 3HAREHOLDERS ) WOULD lRST LIKE TO TAKE THE OPPORTUNITY TO THANK OUR EMPLOYEES FOR THEIR HARD WORK AND DEDICATION DURING THE PAST lSCAL YEAR A YEAR THAT HAS SEEN US FACE DIFlCULT AND EXCITING CHALLENGES IN ALL THREE OF OUR BUSINESS DIVISIONS ) STRONGLY BELIEVE THAT TODAY WE ARE BETTER POSITIONED TO GROW THE BUSINESS THAN WE WERE TWELVE MONTHS AGO 7E LOOK FORWARD YOUR CONTINUED SUPPORT IN A YEAR IN WHICH WE EXPECT TO RETURN TO PROlTABILITY &OR THE lSCAL YEAR WE ACHIEVED RECORD ANNUAL REVENUES OF MILLION AN INCREASE OF FROM MILLION FOR lSCAL 4HE GROWTH IN REVENUES WAS PRIMARILY ATTRIBUTABLE TO THE FULL YEAR INCLUSION OF 3PACELABS -EDICAL AN ACQUISITION WE COMPLETED IN -ARCH 2EVENUES FROM THE SALE OF SECURITY AND INSPECTION PRODUCTS AMOUNTED TO MILLION OR APPROXIMATELY OF OUR REVENUES REVENUES FROM THE SALE OF MEDICAL MONITORING AND ANESTHESIA SYSTEMS WERE MILLION OR OF OUR REVENUES WHILE REVENUES FROM THE SALE OF OPTOELECTRONIC DEVICES AND VALUE ADDED SUBSYSTEMS AMOUNTED TO MILLION OR APPROXIMATELY OF OUR REVENUES (OWEVER LOSSES INCURRED BY THE #ARGO AND 6EHICLE )NSPECTION PRODUCT LINE OF OUR 3ECURITY 'ROUP INCREASED LEGAL EXPENDITURES AND COSTS ASSOCIATED WITH AUDIT REQUIREMENTS IMPOSED BY THE 3ARBANES /XLEY !CT OF CONTRIBUTED TO AN OVERALL OPERATING LOSS FOR THE YEAR 4HE 3ECURITY 'ROUP FACED A NUMBER OF CHALLENGES ON VARIOUS FRONTS IN lSCAL THE MAJORITY OF WHICH PERTAINED TO THE #ARGO 6EHICLE )NSPECTION PRODUCT LINE 7E BELIEVE THAT IN RECENT YEARS WE HAVE DEVELOPED THE BROADEST PRODUCT OFFERING IN THE SECURITY AND INSPECTION SCREENING SYSTEMS MARKET AND AS SUCH WE FEEL THAT WE ARE WELL POSITIONED TO CAPITALIZE ON THE OPPORTUNITIES THAT EXISTS WITHIN THIS MARKET 4HE COMPANY CONTINUES TO RECEIVE POSITIVE FEEDBACK FROM OUR CUSTOMERS INCLUDING THE 53 GOVERNMENT FOR THE ENTIRE PRODUCT LINE OF SECURITY INSPECTION PRODUCTS 4HE 53 GOVERNMENT IS NOT ONLY ONE OF OUR KEY CUSTOMERS THEY ARE ALSO A DEVELOPMENT PARTNER CONTINUING TO INVEST IN 2$ FOR THE ADVANCEMENT OF BAGGAGE CARGO AND PEOPLE SCREENING TECHNOLOGIES &OR THE lSCAL YEAR THE (EALTHCARE 'ROUP ACHIEVED STRONG REVENUE GROWTH AND A PROlTABLE PERFORMANCE BENElTING FROM A FULL YEAR OF REVENUES FROM 3PACELABS -EDICAL A GLOBAL MANUFACTURER AND DISTRIBUTOR OF PATIENT MONITORING AND CLINICAL INFORMATION SYSTEMS THAT WE ACQUIRED IN -ARCH )N &EBRUARY WE CONTINUED THE EXPANSION OF OUR (EALTHCARE 'ROUP WITH THE ACQUISITION OF 5+ BASED "LEASE -EDICAL (OLDINGS AN INTERNATIONAL DEVELOPER AND MANUFACTURER OF ANESTHESIA SYSTEMS )N THE %UROPEAN AND !SIAN MARKETPLACES IT IS COMMON PRACTICE FOR THE PURCHASE OF PATIENT MONITORS TO BE COUPLED WITH ANESTHESIA SYSTEMS 4HE ACQUISITION OF "LEASE STRENGTHENS OUR POSITION IN THESE RESPECTIVE MARKETPLACES FOR BOTH ANESTHESIA AND PATIENT MONITORING SYSTEMS 7E REMAIN COMMITTED TO THE GROWTH OF OUR (EALTHCARE 'ROUP )N ORDER TO FACILITATE THIS GROWTH WE ANNOUNCED IN 3EPTEMBER OUR PLANS TO LIST AND COMPLETE A PUBLIC OFFERING OF APPROXIMATELY TO OF THE (EALTHCARE 'ROUP ON THE ,ONDON !)- EXCHANGE 7E ANTICIPATE THAT THIS OFFERING WILL ALLOW US TO CONTINUE TO GROW THIS BUSINESS AS WE HAVE DONE OVER THE PAST MONTHS 7E EXPECT TO COMPLETE THE PUBLIC OFFERING WITHIN THE lRST HALF OF lSCAL )N lSCAL OUR /PTO ELECTRONIC AND -ANUFACTURING 'ROUP CONTINUED TO FOCUS ON INCREASING INTER COMPANY REVENUES CAPTURING THE MARGINS THAT WE WOULD OTHERWISE PAY TO OUTSIDE VENDORS !T THE CONCLUSION OF THE lSCAL YEAR INTER COMPANY REVENUES WERE APPROXIMATELY MILLION COMPARED TO MILLION FOR lSCAL 4HIS IS A TREND THAT WE EXPECT TO SEE CONTINUE IN lSCAL ESPECIALLY WITH THE CONTINUED IN SOURCING OF CURRENTLY OUTSOURCED 3PACELABS -EDICAL MANUFACTURING /3) $EFENSE A BUSINESS THAT STRUGGLED DURING lSCAL YEAR ALSO LOOKS TO HAVE TURNED THE CORNER WITH A SUCCESSFUL START TO lSCAL RECENTLY ANNOUNCING AN ORDER FOR APPROXIMATELY MILLION 4HANK YOU AGAIN FOR YOUR CONTINUED SUPPORT IN lSCAL 3INCERELY $EEPAK #HOPRA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2005 OR ‘ 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 0-23125 OSI SYSTEMS, INC. (Exact name of Registrant as specified in its charter) California 33-0238801 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 12525 Chadron Avenue, Hawthorne, California 90250 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (310) 978-0516 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of Class) Indicate by check mark whether the Registrant (1) 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 for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. Yes È 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. ‘ Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes È No ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È As of December 31, 2004 (the last day of the Registrant’s second quarter of fiscal year 2005), the aggregate market value of the shares of the Registrant’s Common Stock held by non-affiliates was approximately $340,696,169, based on the last sales price of the Registrant’s Common Stock on the NASDAQ National Market on such date. Shares of Common Stock held by each officer and director and by each person who owns more than 5% or more of the outstanding Common Stock of the Registrant have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the Registrant’s Common Stock outstanding as of September 23, 2005 was 16,245,224. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement relating to the 2005 Annual Meeting of Shareholders (to be filed subsequently) are incorporated by reference into Part III. TABLE OF CONTENTS PART I Item 1. Business ..................................................................... 1 Item 2. Properties .................................................................... 24 Item 3. Legal Proceedings .............................................................. 26 Item 4. Submission of Matters to a Vote of Security Holders .................................. 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities ............................................................. 28 Item 6. Selected Financial Data .......................................................... 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ..... 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............................ 55 Item 8. Financial Statements and Supplementary Data ........................................ 56 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 57 Item 9A. Controls and Procedures ......................................................... 57 Item 9B. Other Information .............................................................. 60 PART III Item 10. Directors and Executive Officers of the Registrant .................................... 60 Item 11. Executive Compensation ......................................................... 60 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .................................................................... 60 Item 13. Certain Relationships and Related Transactions ....................................... 61 Item 14. Principal Accountant Fees and Services ............................................. 61 PART IV Item 15. Exhibits and Financial Statement Schedules ......................................... 61 [THIS PAGE INTENTIONALLY LEFT BLANK] PART I Forward Looking Statements This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations concerning matters that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends” and similar words and expressions are intended to identify forward-looking statements. We believe that the expectations reflected in the forward-looking statements are reasonable, but those expectations may not prove to be correct. Important factors that could cause our actual results to differ materially from those expectations are disclosed in this report, including, without limitation, in the “Risk Factors That May Affect