U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/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 July 27, 1996
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9922
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AMERICAN ELECTROMEDICS CORP.
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(Name of Small Business Issuer in Its Charter)
Delaware 04-2608713
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
13 Columbia Drive, Suite 18, Amherst, New Hampshire 03031
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(Address of principal executive offices) (Zip Code)
(603) 880-6300
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(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, $.10 PAR VALUE
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Title of Class
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months, and (2) has been subject to such filing requirements for the past
90 days. [X] YES [ ] NO
Check if there is no disclosure of delinquent filers in response to item
405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [X]
As of October 22, 1996, there were 12,291,333 shares of Common Stock
outstanding and the aggregate market value of such Common Stock (based upon
the closing bid price on such date) of the Registrant held by non-
affiliates was approximately $6,060,000.
Revenues for the fiscal year ended July 27, 1996 totaled $3,337,000.
Documents incorporated by reference: None.
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
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(A) EXHIBITS:
3.1.1 Certificate of Incorporation of Registrant (filed as Exhibit
3(a)(1) to Registration No. 2-71775, and incorporated herein by
reference)
3.1.2 Certificate of Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of the State of
Delaware on January 27, 1987 (filed as Exhibit 3(a)(2)
Registrant's Form 10-Q for the fiscal quarter ended January 31,
1987, and incorporated herein by reference)
3.1.3 Certificate of Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of the State of
Delaware on October 9, 1990 (filed as Exhibit 3(a)(3) to
Registrant's Form 10-K for the fiscal year ended July 28, 1990,
and incorporated herein by reference)
3.2 By-Laws of Registrant (filed as Exhibit 3(b) to Registration No.
2-71775, and incorporated herein by reference)
3.3 Amendments to the By-Laws of Registrant (filed as Exhibit 3(c) to
Registrant's 1990 Form 10-K and incorporated herein by reference)
10.1.1 Lease of Premises at Amherst, New Hampshire, dated December 10,
1991, between Registrant and Norwich Associates (filed as Exhibit
10.1.1 to Registrant's Form 10-KSB for the fiscal year ended July
29, 1995 (the "1995 Form 10-KSB") and incorporated herein by
reference)
10.1.2 Letters, dated February 14, 1995 and March 13, 1995, between
Registrant and H.J. Stabile & Son, Inc., for lease extension
(filed as Exhibit 10.1.2 to Registrant's 1995 Form 10-KSB and
incorporated herein by reference)
10.2.1 1983 Incentive Stock Option Plan (filed as Exhibit A to
Registrant's 1983 Information Statement, and incorporated herein
by reference)
10.2.2 Form of 1983 Incentive Stock Option Certificate (filed as Exhibit
(10)-12 to Registrant's Form 10-K for the fiscal year ended July
28, 1984 ["1984 Form 10-K"] and incorporated herein by reference)
10.3.1 1983 Non-Qualified Stock Option Plan (filed as Exhibit B to
Registrant's 1983 Information Statement, and incorporated herein
by reference)
10.3.2 Form of 1983 Non-Qualified Stock Option Certificate (filed as
Exhibit (10)-13 to Registrant's 1984 Form 10-K, and incorporated
herein by reference)
10.4 1996 Stock Option Plan (filed as Exhibit A to Registrant's 1996
Proxy Statement, and incorporated herein by reference)
10.5 Form of Employment Agreement, dated as of July, 31, 1995, between
Registrant and Noel A. Wren (filed as Exhibit 10.5 to
Registrant's 1995 Form 10-KSB, and incorporated herein by
reference)
10.6 Consulting Agreement, dated as of March 24, 1995, between
Registrant and Alan Gelband Company, Inc. (filed as Exhibit 10.6
to Registrant's 1995 Form 10-KSB, and incorporated herein by
reference)
10.7 Consulting Agreement, dated as of March 24, 1995, between
Registrant and Kenneth Levy (filed as Exhibit 10.7 to
Registrant's 1995 Form 10-KSB, and incorporated herein by
reference)
10.8 Stock Purchase Agreement, dated January 11, 1996, between
Registrant and Andy Rosch (filed as Exhibit 1 to Registrant's
Form 8-K for an event of January 11, 1996, and incorporated
herein by reference)
10.9.1 Loan Agreement, dated October 4, 1996, between Registrant and
Citizens Bank New Hampshire (the "Bank")
10.9.2 Security Agreement, dated October 4, 1996, between Registrant and
the Bank
10.9.3 Revolving Line of Credit Promissory Note, dated October 4, 1996,
from Registrant to the Bank
10.9.4 Term Promissory Note, dated October 4, 1996, from Registrant to
the Bank
27* Financial Data Schedule
* Filed herewith.
(B) REPORTS ON FORM 8-K: None
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN ELECTROMEDICS CORP.
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(Registrant)
Dated: November 26, 1996 By: /s/ Michael T. Pieniazek
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Michael T. Pieniazek
Chief Financial Officer
<PAGE>
AMERICAN ELECTROMEDICS CORP.
FORM 10-KSB/A FOR FISCAL YEAR ENDED JULY 27, 1996
EXHIBIT INDEX
Exhibits filed herewith: Page
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
FINANCIAL DATA SCHEDULE
AMERICAN ELECTROMEDICS CORP
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM AMERICAN ELECTROMEDICS CORP FORM 10-KSB
FOR THE PERIOD ENDED JULY 27, 1996, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-27-1996
<PERIOD-END> JUL-27-1996
<CASH> 317
<SECURITIES> 0
<RECEIVABLES> 705
<ALLOWANCES> 0
<INVENTORY> 480
<CURRENT-ASSETS> 1,635
<PP&E> 406
<DEPRECIATION> 365
<TOTAL-ASSETS> 2,771
<CURRENT-LIABILITIES> 729
<BONDS> 0
0
0
<COMMON> 1,227
<OTHER-SE> 721
<TOTAL-LIABILITY-AND-EQUITY> 2,771
<SALES> 3,337
<TOTAL-REVENUES> 3,337
<CGS> 1,652
<TOTAL-COSTS> 1,652
<OTHER-EXPENSES> 1,254
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 467
<INCOME-TAX> 25
<INCOME-CONTINUING> 442
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 442
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
