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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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 0-27588
VITALCOM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3662 33-0538926
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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15222 DEL AMO AVENUE
TUSTIN, CALIFORNIA 92680
(714) 546-0147
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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 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 [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. [X]
The aggregate market value of the stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on March 19,
1997 as reported on the Nasdaq National Market, was approximately $12,598,685.
Shares of Common Stock held by each officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 31, 1996, there were 7,942,688 shares outstanding of the
issuer's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III of this Form 10-K is incorporated
by reference to portions of the registrant's Proxy Statement for the 1997 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed herewith and are listed under
Item 14 of Part IV of this report.
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of VitalCom Inc. (the
"Company") as of December 31, 1995 and 1996, and the related statements of
operations, stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1996. Our audits also included the
financial statement schedule listed in Item 8. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1995 and 1996
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1996 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement schedule,
when considered in relation to the financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 14, 1997
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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.
VitalCom Inc.
By: /s/ DONALD W. JUDSON
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Donald W. Judson
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Donald W. Judson and Shelley B. Thunen and each
of them, jointly and severally, his or her attorneys-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all amendments to this Report on Form 10-K/A, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
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 on March 31, 1997 in the capacities indicated.
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SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------
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/s/ DONALD W. JUDSON Chairman of the Board,
- --------------------------------------------- President and Chief Executive Officer
Donald W. Judson (Principal Executive Officer)
/s/ SHELLEY B. THUNEN Vice President -- Finance and Chief
- --------------------------------------------- Financial Officer (Principal Financial
Shelley B. Thunen and Accounting Officer)
/s/ JACK W. LASERSOHN Director
- ---------------------------------------------
Jack W. Lasersohn
/s/ DAVID L. SCHLOTTERBECK Vice Chairman of the Board
- ---------------------------------------------
David L. Schlotterbeck
/s/ ELIZABETH H. WEATHERMAN Director
- ---------------------------------------------
Elizabeth H. Weatherman
/s/ TIMOTHY T. WEGLICKI Director
- ---------------------------------------------
Timothy T. Weglicki
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