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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission file number 0-26972
SWISSRAY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0950197
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 East 32nd Street, Suite 34-B, New York, New York 10016
(Address of Principal Executive Office) (Zip Code)
United States - 212-545-0095 Switzerland - 011 41 41 914 12 00
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
Indicate by check mark whether the issuer; (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 the
past 90 days.
Yes xx (1) No
---- ----
Indicate by check mark if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained in this form, and no disclosure
will 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. [ ]
State issuer's revenues for its most recent fiscal year - $22,892,978.
The number of shares outstanding of each of the Registrant's classes of Common
Stock, as of September 24, 1998 is 4,638,976 shares (2), all of one class of
common stock, $.01 par value. Of this number a total of 4,190,717 shares having
an aggregate market value of $9,177,670, based on the closing price of the
Registrant's common stock of $2.19 on September 28, 1998 as quoted on the
NASDAQ Small Cap market, were held by non-affiliates* of the Registrant.
* Affiliates for the purpose of this item refers to the Registrant's officers
and directors and/or any persons or firms (excluding those brokerage firms
and/or clearing houses and/or depository companies holding Registrant's
securities as record holders only for their respective clienteles' beneficial
interest) owning 5% or more of the Registrant's Common Stock, both of record and
beneficially.
(1) Excepting for the fact that this Form 10-K should have been filed on or
before October 13, 1998 and the further fact that the Registrant has not yet
filed its Form 10-Q for quarter ended September 30, 1998.
(2) Unless otherwise indicated throughout this Form 10-K, all references to
number of shares, price per share and data of a similar and related nature
retroactively reflect and take into consideration a 1 to 10 reverse stock
split, as effective October 1, 1998.
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ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
---- ----
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,638,976 shares as of September 24,
1998.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security-holders; (2)
any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
None
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TABLE OF CONTENTS
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Page
Number
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PART I
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Item 1. Business 4
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II
Item 5. Market For Registrant's Common Equity and Related
Stockholder Matters 12
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 8. Financial Statements and Supplementary Data 26, 26A & F(1)-F(25)
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 27
PART III
Item 10. Directors and Executive Officers of the Registrant 27
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and
Management 32
Item 13. Certain Relationships and Related Transactions 33
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 33
SIGNATURES 34
SUPPLEMENTAL INFORMATION 35
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[LETTERHEAD OF BEDERSON & COMPANY LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Swissray International, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Swissray
International, Inc., and its subsidiaries, as of June 30, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits. We did not audit the financial statements of Swissray (Deutschland)
Rontgentechnik GmbH, a wholly-owned subsidiary, which statements reflect total
assets of $437,021 as of June 30, 1997 and total revenues of $1,255,140 for the
year then ended. Those statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it related to the amounts
included for Swissray (Deutschland) Rontgentechnick GmbH, is based solely on
the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Swissray International, Inc., and
its subsidiaries, at June 30, 1997 and 1996 and the results of their operations
and their cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ BEDERSON & COMPANY LLP
---------------------------
Bederson & Company LLP
West Orange, New Jersey
September 16, 1997
Except for Notes 17, 20 and 22,
as of March 6, 1998,
and Note 1, 16, 23, 25, 26, 27, 29
30, 31 and 32, as of
November 16, 1998
Member of TAG International with offices in
principal cities worldwide
Affiliated with the American Institute of
CPAs Division for Firms
26A
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SWISSRAY INTERNATIONAL, INC.
By /s/ Ruedi G. Laupper
-------------------------------
Ruedi G. Laupper, Chairman of the Board of Directors,
President & Chief Executive Officer
Date: December 3, 1998
In accordance with the Exchange act, This report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
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/s/ Ruedi G. Laupper Chairman of the Board Dated: December 3, 1998
- ------------------------ of Directors, President &
Ruedi G. Laupper Chief Executive Officer
/s/ Josef Laupper Secretary and a Director Dated: December 3, 1998
- ------------------------
Josef Laupper
/s/ Dr. Sc. Dov Maor Director Dated: December 3, 1998
- -------------------------
Dr. Sc. Dov Maor
Vice President and a Director Dated:
- ------------------------
Ueli Laupper
/s/ Dr. Erwin Zimmerli Director Dated: December 3, 1998
- ------------------------
Dr. Erwin Zimmerli
/s/ Erich A. Kalbermatter Chief Operating Officer Dated: December 3, 1998
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Erich A. Kalbermatter
/s/ Herbert Laubscher Chief Financial Officer Dated: December 3, 1998
- ------------------------ and Treasurer
Herbert Laubscher
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