<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
[X] Amendment No. 1 to the quarterly report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
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: 0-21001
Nitinol Medical Technologies, Inc.
----------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4090463
------------------------------ --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
27 Wormwood Street, Boston, Massachusetts 02210
- ----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
617-737-0930
------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
----- -----
As of October 31, 1997, there were 9,622,754 shares of Common Stock, $.001
par value per share, outstanding.
<PAGE>
NITINOL MEDICAL TECHNOLOGIES, INC.
INDEX
-----
Part II. Other Information
-----------------
Item 2. Changes in Securities and Use of Proceeds 3
Signatures 5
-2-
<PAGE>
PART II
OTHER INFORMATION
Item 2 is hereby amended in its entirety to read as follows:
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
(c) During the quarterly period ended September 30, 1997, the Company
granted options to purchase 19,000 shares of Common Stock at a weighted average
exercise price of $13.78 per share to employees pursuant to the Company's 1996
Stock Option Plan. None of such options has been exercised. The Company believes
that the transactions described in this paragraph are exempt from the
registration requirements of the Securities Act of 1933, as amended, by reason
of Section 4(2) thereof. No underwriters were engaged in connection with these
grants.
(d) The Company is furnishing the following information with respect to
the use of proceeds from its initial public offering of common stock, $.001 par
value per share, which closed on October 2, 1996:
(1) The effective date of the Registration Statement on Form S-1 for
the offering and the commission file number were September 27,
1996, and 333-6463, respectively.
(2) The offering commenced on September 27, 1996.
(3) Not applicable.
(4) (i) The offering terminated on October 2, 1996 after all the
shares were sold.
(ii) The managing underwriters for the offering were J.P.
Morgan, CS First Boston and Jeffries & Company, Inc.
(iii) The Company registered shares of the Company's common
stock, $.001 par value per share, in the offering.
(iv) All of the 3,150,000 shares of common stock registered
for the account of the Company were sold in the offering.
The aggregate offering price of the shares registered and
sold for the account of the Company was $34,650,000.
(v) From September 27, 1996 to September 30, 1997, the actual
expenses incurred are as follows:
Underwriting discounts and commissions.... $2,425,500
Other Expenses............................ $ 846,866
----------
Total $3,272,366
==========
-3-
<PAGE>
Payment of expenses were to persons other than directors,
officers, general partners of the Company or their
associates, persons owning 10% or more of the equity
securities of the Company or affiliates of the Company or
affiliates of the Company.
(vi) The net offering proceeds to the Company after expenses
were approximately $31,377,634.
(vii) From September 27, 1996 to September 30, 1997, of the
offering proceeds $4,250,000 was used to redeem
Redeemable Preferred Stock, $255,000 was used to pay
dividends on Redeemable Preferred Stock and $2,449,071
was used to purchase 23% of the outstanding stock of
Image Technologies Corporation. The balance of the
offering proceeds was invested in short-term investment
grade interest bearing instruments.
Payments of the offering proceeds were to persons other
than directors, officers, general partners of the Company
or their associates, persons owning 10% or more of the
equity securities of the Company or affiliates of the
Company.
(viii) Not applicable.
-4-
<PAGE>
SIGNATURES
==========
Pursuant to the requirements 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.
NITINOL MEDICAL TECHNOLOGIES, INC.
Date: March 16, 1998 By: /s/ Thomas M. Tully
----------------------------------------
Thomas M. Tully
President and Chief Executive Officer
Date: March 16, 1998 By: /s/ Theodore I. Pincus
----------------------------------------
Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
-5-
