As Filed With the Securities and Exchange Commission on March , 1997
Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Electromedics Corp.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
04-2608713
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(I.R.S. employer identification no.)
13 Columbia Drive, Suite 18
Amherst, New Hampshire 03031
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(Address of principal executive offices) (Zip code)
Stock Option Agreements
1987 Non-Qualified Stock Option Plan
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(Full title of the plans)
Michael T. Pieniazek, Secretary
13 Columbia Drive, Suite 18
Amherst, New Hampshire 03031
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(Name and address of agent for service)
(603) 880-6300
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 West 57th Street
New York, NY 10019
(212) 603-6780
CALCULATION OF REGISTRATION FEE
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PROPOSED TITLE PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES TO OFFERING AGGREGATE AMOUNT OF
BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
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Common Stock, 66,400 $0.625 $41,500 $
$.10 par shares(3)
value
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Common Stock, 30,000 $1.40625 $42,187.50 $
$.10 par value shares(4)
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Common Stock, 300,000 $3.00 $900,000 $
$.10 par value shares(5)
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TOTAL 396,400 - $983,687.50 $298.09
shares
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this Registration Statement also covers any additional
securities to be offered or issued in connection with a stock split, stock
dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
(3) Represents shares issuable upon exercise of options granted under
the 1987 Non-Qualified Stock Option Plan.
(4) Represents shares issuable upon exercise of options granted under
the Stock Option Agreement attached hereto as Exhibit 10.1.
(5) Represents shares issuable upon exercise of options granted under
the Stock Option Agreement attached hereto as Exhibit 10.2.
<PAGE>
AMERICAN ELECTROMEDICS CORP.
STOCK OPTION AGREEMENTS
1987 NON-QUALIFIED STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by American
Electromedics Corp. (the "Registrant"), with the Securities and Exchange
Commission (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing such documents:
(a) The Annual Report of the Registrant on Form 10-KSB for the fiscal
year ended July 27, 1996 (Commission File No. 0-9922);
(b) The Quarterly Reports of the Registrant on Form 10-QSB for the
fiscal quarter ended October 26, 1996 and the fiscal quarter
ended January 25, 1997 (Commission File No. 0-9922);
(c) The Current Reports of the Registrant on Form 8-K filed on
November 1, 1996 and November 12, 1996 (Commission File No. 0-
9922);
(d) The Proxy Statement of the Registrant, dated January 12, 1988
(Commission File No. 0-9922); and
(e) The description of the Common Stock, $.10 par value per share, of
the Registrant contained in the Registration Statement on Form 8-
A of the Registrant, filed with the Commission on September 3,
1981 (Commission File No. 0-9922).
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or replaces such statement. Any such statement shall not be
deemed to constitute a part of this Registration Statement except as so
modified or replaced.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII, Section 7 of the By-laws of the Registrant provide in
part that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of the State of
Delaware (the "DGCL").
Section 145 of the DGCL permits a corporation, among other things, to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
A corporation also may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, in such an
action by or on behalf of a corporation, no indemnification may be made in
respect of any claim, issue or matter as to which the person is adjudged
liable to the corporation unless and only to the extent that the court
determines that, despite the adjudication of liability but in view or all
the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
In addition, the indemnification and advancement of expenses provided
by or granted pursuant to Section 145 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5* Opinion of Reid & Priest LLP
10.1* Stock Option Agreement, dated as of July 18, 1995,
between the Registrant and Michael T. Pieniazek
10.2* Stock Option Agreement, dated as of February 5,
1997, between the Registrant and Thomas A.
Slamecka
10.3 1987 Non-Qualified Stock Option Plan, incorporated
by reference to the Proxy Statement of the
Registrant, dated January 12, 1988 (Commission
File No. 0-9922)
23.1* Consent of Ernst & Young LLP, independent public
accountants for the Registrant
23.2* Consent of Berry, Dunn, McNeil & Parker (formerly
known as Smith, Batchelder & Rugg), independent
public accountants for the Registrant
23.3* Consent of Reid & Priest LLP (included in Exhibit
5)
24* Power of Attorney (included on the signature page
of this registration statement on Form S-8)
__________________________
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(b) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(c) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(d) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (b) and (c) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(e) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(f) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the end of the
offering;
(g) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Amherst, State of New Hampshire
on the 17th day of March, 1997.
AMERICAN ELECTROMEDICS CORP.
By: /s/ Thomas A. Slamecka, Chairman
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Thomas A. Slamecka, Chairman
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints Thomas A. Slamecka or Michael T. Pieniazek as his
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the Commission, any and all amendments,
including post-effective amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Thomas A. Slamecka Chairman of the Board
------------------------ and Director March 17, 1997
Thomas A. Slamecka
/s/ Michael T. Pieniazek Chief Financial Officer March 17, 1997
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Michael T. Pieniazek
/s/ Alan Gelband Director March 18, 1997
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Alan Gelband
/s/ Kenneth Levy Director March 18, 1997
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Kenneth Levy
------------------------- Director March , 1997
Marcus R. Rowan
/s/ Edwin J. Thomas Director March 19, 1997
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Edwin J. Thomas
/s/ Joseph Wear Director March 19, 1997
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Joseph Wear
/s/ Noel A. Wren Director March 18, 1997
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Noel A. Wren
<PAGE>
INDEX TO EXHIBITS
AMERICAN ELECTROMEDICS CORP.
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Exhibit
No. Description
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5 Opinion of Reid & Priest LLP
10.1 Stock Option Agreement, dated as of July 18, 1995, between the
Registrant and Michael T. Pieniazek
10.2 Stock Option Agreement, dated as of February 5, 1997, between the
Registrant and Thomas A. Slamecka
23.1 Consent of Ernst & Young LLP, independent public accountants for
the Registrant
23.2 Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith,
Batchelder & Rugg), independent public accountants for the
Registrant
23.3 Consent of Reid & Priest LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
registration statement on Form S-8)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
TELEPHONE 212 603-2000
FAX 212 603-2001
(212) 603-6780
New York, New York
March 17, 1997
American Electromedics Corp.
13 Columbia Drive, Suite 18
Amherst, NH 03031
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to American
Electromedics Corp., a Delaware corporation (the
"Registrant"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange
Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended
(the "Act"), of 396,400 shares (the "Shares") of the
Registrant's Common Stock, $.10 par value (the "Common
Stock"), issuable upon the exercise of options (the
"Options") granted under the Registrant's 1987 Non-
Qualified Stock Option Plan (the "Plan") and certain Stock
Option Agreements (the "Agreements").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation,
as amended, the By-Laws of the Registrant, the Plan, the
Agreements and such documents, records, agreements,
proceedings and legal matters as we have deemed necessary
to examine. With respect to any documents or other
corporate records which we have examined, we have assumed
the genuineness of all signatures on, and the authenticity
of, all documents submitted to us as originals, and the
conformity to the original documents submitted to us as
certified or photostatic copies.
<PAGE>
American Electromedics -2- March 17, 1997
Corp.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware.
2. The Shares included in the Registration
Statement to be issued upon the exercise of the Options
will be duly authorized, validly issued, fully paid and
non-assessable when the Options shall have been properly
exercised, and the exercise price shall have been paid for
the Shares in accordance with the terms of the Plan or the
Agreements.
We are members of the Bar of the State of New
York and do not hold ourselves out as experts concerning,
or qualified to render opinions with respect to any laws
other than the laws of the State of New York, the Federal
laws of the United States and the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
STOCK OPTION AGREEMENT
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AGREEMENT, dated as of July 18, 1995 by and between AMERICAN
ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and MICHAEL T.
PIENIAZEK (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, in connection with the employment of the Optionee as an
executive officer of the Company, the Board of Directors of the Company
(the "Board") and its Compensation Committee have authorized the grant of a
stock option (the "Option") to the Optionee for the purchase of One Hundred
Fifty Thousand (150,000) shares of the Company's Common Stock, par value
$.10 per share (the "Common Stock");
NOW, THEREFORE, in consideration of the premises, mutual
covenants herein set forth and other good and valuable consideration,
subject to the terms and conditions herein, the Company and the Optionee
hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions
---------------
herein, the Company hereby grants to the Optionee the Option to purchase
One Hundred Fifty Thousand (150,000) shares (the "Option Shares") of its
Common Stock at an exercise price (the "Exercise Price") of $0.28125 per
share, as may be adjusted from time to time as provided in this Agreement.
2. Exercise of the Option.
----------------------
2.01 Vesting. Subject to adjustments as provided in Section 5
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herein, the Option shall be cumulatively exercisable and shall vest as
follows:
(a) on July 18, 1996 as to 75,000 of the Option Shares;
(b) on January 18, 1997 as to an additional 37,500 of the
Option Shares; and
(c) on July 18, 1997 as to the remaining 37,500 of the
Option Shares.
2.02 Payment. When exercising the Option in whole or in part,
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the Optionee may, in his discretion, pay the Exercise Price in cash, in
shares of the Company's Common Stock, by means of any other consideration
acceptable to the Board or any combination of the foregoing. Any shares of
the Company's Common Stock used to exercise the Option in whole or in part
shall be valued at the fair market value of such shares (the "Fair Market
Value") on the date of such exercise of the Option (the "Exercise Date"),
and the Fair Market Value shall be determined by (i) the closing price per
share of the Common Stock on the Exercise Date if the Common Stock is
listed on any national securities exchange or on the Nasdaq System, (ii)
the average of the bid and asked prices of the Common Stock on the
Exercise Date as reported by the OTC Bulletin Board or any other entity
publishing the bid and asked prices for the Common Stock on the Exercise
Date if the Common Stock is not listed on any national securities exchange
or Nasdaq System and is traded in the over-the-counter market or (iii) the
price per share of Common Stock as determined by the Board if the Common
Stock is not listed or traded on any national securities exchange, NASDAQ
or the over-the-counter market.
2.03 Expiration. The Option shall expire on July 18, 1999
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(the"Expiration Date") subject to earlier termination as provided herein.
Should the employment of the Optionee by the Company be terminated by (i)
the Company other than for cause, (ii) the Optionee other than without
cause or (iii) death or disability of the Optionee, all Option Shares which
have vested prior to such termination (the "Termination") shall be
exercisable for a period of one (1) year from the date of the Termination
(the "Termination Date"), but not beyond the Expiration Date. Should the
employment of the Optionee be terminated other than as specified in the
immediately preceding sentence, all Option Shares which have vested shall
immediately expire as of the Termination Date and no longer be exercisable
after the Termination Date. All unvested Option Shares shall terminate
upon the Termination Date regardless of the reason for the Termination.
3. Rights of Holder. The Optionee shall not have any rights to
----------------
dividends or any other rights of a stockholder with respect to any Option
Shares until such Option Shares shall have been issued to him (as evidenced
by the appropriate entry on the transfer books of the Company) upon
purchase of such Option Shares upon exercise of the Option.
4. Non-Transferability of Option. This Option shall not be
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transferable other than by will or by the laws of descent and distribution,
and may be exercised during the Optionee's lifetime only by him.
5. Adjustments.
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5.01 Adjustments by the Company. In the event of a stock
--------------------------
dividend, stock split-up, share combination, exchange of shares,
recapitalization, merger, consolidation, acquisition or disposition of
property or shares, reorganization, liquidation or other similar changes or
transactions, by the Company during the term of the Option, the Board shall
make such adjustment of the number and class of shares then covered by the
Option, or of the Exercise Price, or both, whose determination shall be
conclusive. To the extent practicable, the Company shall give the Optionee
prior written notice of any such event, provided that the failure by the
Company to give such notice shall not subject the Company to any liability
herein.
5.02 Adjustments Due to Merger, Consolidation, Reorganization,
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Asset Sale, Liquidation, etc. (a) If the Company shall be the surviving
-----------------------------
corporation in any reorganization, merger, consolidation, etc. of the
Company with one or more other corporations, any then outstanding Options
shall pertain to and apply to the securities to which a holder of the
number of shares of Common Stock subject to such Options would have been
entitled immediately following such reorganization, merger, consolidation,
etc. with a corresponding proportionate adjustment of the Exercise Price as
to which such Option may be exercised so that the aggregate Exercise Price
as to which such Options may be exercised shall be the same as the
aggregate Exercise Price as to which such Options may be exercised for the
shares remaining subject to the Option immediately prior to such
reorganization, merger, consolidation, etc.
(b) In the event of a merger or consolidation in which the
Company is not the surviving corporation, or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common
Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the
Company (collectively, a "Corporate Transaction"), the Board, or the board
of directors of any corporation assuming the obligations of the Company,
may, in its discretion, take any one or more of the following actions, as
to outstanding Options: (i) provide that such Options shall be assumed or
equivalent Options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (ii) upon written notice to the
Optionee, provide that all unexercised Options will terminate immediately
prior to the consummation of such transaction unless exercised by the
Optionee within a specified period following the date of such notice, or
(iii) in the event of a Corporate Transaction under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the Corporate
Transaction (the "Transaction Price"), make or provide for a cash payment
to the Optionee equal to the difference between (A) the Transaction Price
times the number of shares of Common Stock subject to such outstanding
Options (to the extent then exercisable at prices not in excess of the
Transaction Price) and (B) the aggregate Exercise Price of all such
outstanding Options in exchange for the termination of such Options.
6. Reservation of Shares. The Company shall at all times
---------------------
during the term of the Option reserve and keep available such number of
shares of Common Stock or such other class of stock then subject to the
Option as shall be sufficient to satisfy the requirements of this
Agreement. The Company shall list such shares of Common Stock on the
national securities exchange or automated quotation system on which the
Company's Common Stock is then listed.
7. Exercise Procedure.
------------------
7.01 Procedure. (a) The Optionee may exercise the Option, at any
---------
time or from time to time as provided herein, by delivering to the Company
a written notice duly signed by the Optionee stating the number of Option
Shares that the Optionee has elected to purchase and accompanied by payment
in an amount equal to the full purchase price for the Option Shares to be
purchased (the "Purchased Shares"). The notice may be in form of the
"Exercise of Option to Purchase Shares" attached hereto. The payment shall
be made pursuant to Section 2.02 hereof.
(b) Following receipt by the Company of such notice of exercise and
full payment, the Company shall issue, as soon as practicable, a stock
certificate for the Purchased Shares in the name as designated by the
Optionee and deliver the certificate to the Optionee.
7.02 Compliance. The Company, however, shall not be required to
----------
issue or deliver the stock certificate pursuant to Section 7.01(b) hereof
until it has complied with all requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended, any securities exchange or automated quotation system on which the
Company's Common Stock may then be listed, and all applicable state laws in
connection with the issuance of the Option Shares or their listing on said
securities exchange or system, including receiving representations by the
Optionee as reasonably required to ensure compliance with the foregoing
laws.
7.03 Legend. If the Purchased Shares are not then covered by a
------
registration statement in accordance with Section 8 hereof, each
certificate for the Purchased Shares shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE
BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED."
8. Registration Statement. Upon the written request of the
----------------------
Optionee, the Company shall use its best efforts to prepare and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement (the "Registration Statement") on Form S-8 or any successor form
under the Securities Act, assuming continued eligibility by the Company to
use such Form, for the purpose of registering for purchase and sale of the
Option Shares. The Company shall bear the costs of preparing and filing
the Registration Statement (other than any selling costs of the Optionee)
and may include in such Registration Statement other shares of its Common
Stock underlying options or awards granted to other persons.
Notwithstanding the provisions of this Section 8, the Company shall not be
obligated to file a registration statement hereunder if (i) the Purchased
Shares may then be sold pursuant to Rule 144 under the Securities Act or
(ii) the Company is not able to use a Form S-8.
9. Notices. Each notice relating to this Agreement shall be in
-------
writing and delivered in person or by facsimile or certified mail to the
following addresses:
<PAGE>
If to the Company
American Electromedics Corp.
13 Columbia Drive
Amherst, New Hampshire 03031
Attn: Chairman
Fax: (603) 880-8977
If to the Optionee:
Michael T. Pieniazek
38 Westview Road
Worcester, Massachusetts 01602
or to such other address as either party hereto may hereinafter duly give
to the other.
10. Binding. This Agreement shall be binding upon and inure to
-------
the benefit of the parties hereto, and their successors, assigns, heirs and
administrators.
11. Entire Agreement. This Agreement constitutes the entire
----------------
agreement between the parties hereto with respect to the matters herein,
and cannot be amended, modified or terminated except by an agreement in
writing executed by the parties hereto.
12. Governing Law. This Agreement shall be construed in
-------------
accordance with and governed by the laws of the State of Delaware without
regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
AMERICAN ELECTROMEDICS CORP.
By: /s/ Noel Wren
------------------------------------------
Noel Wren, President
/s/ Michael T. Pieniazek
------------------------------------------
Michael T. Pieniazek
<PAGE>
Exercise of Option to Purchase Shares
-------------------------------------
To: AMERICAN ELECTROMEDICS CORP.
The undersigned hereby exercises the option for the purchase of
shares (the "Shares") of the Common Stock (the "Common Stock") of
------
American Electromedics Corp. (the "Company") granted under a Stock Option
Agreement, dated as of , 1995, and herewith makes payment of
--------------
the purchase price by the delivery of $ or shares of the
------ ------------
Common Stock. In the event the Shares are not registered under the
Securities Act of 1933, as amended, the undersigned shall provide such
representations as may be required by the Company to fulfill any exemptions
that may be sought under said Act. Kindly issue the certificate for the
Shares in accordance with the instructions given below:
---------------------------------------------
Signature
Instructions for issuance
of stock:
-------------------------------------
Name
-------------------------------------
Address
-------------------------------------
------------------------------------
Social Security Number
STOCK OPTION AGREEMENT
----------------------
AGREEMENT, dated as of February 5, 1997 by and between AMERICAN
ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and THOMAS A.
SLAMECKA (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, pursuant to an Employment Agreement, dated as of the
date hereof (the "Employment Agreement), between the Optionee and the
Company, the Company agreed to grant a stock option (the "Option") to the
Optionee for the purchase of Three Hundred Thousand (300,000) shares of the
Company's Common Stock, par value $.10 per share (the "Common Stock"); and
WHEREAS, the Board of Directors of the Company and its
Compensation Committee have authorized the grant of the Option to the
Optionee;
NOW, THEREFORE, in consideration of the premises, mutual
covenants herein set forth and other good and valuable consideration,
subject to the terms and conditions herein, the Company and the Optionee
hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions
----------------
herein, the Company hereby grants to the Optionee an option (the "Option")
to purchase Three Hundred Thousand (300,000) shares (the "Option Shares")
of its Common Stock at an exercise price (the "Exercise Price") of $3.00
per share, as may be adjusted from time to time as provided in this
Agreement.
2. Exercise of the Option.
----------------------
2.01 Subject to adjustments as provided in Section 5
herein, the Option shall be cumulatively exercisable:
(a) immediately as to 30,000 of the Option Shares; and
(b) as to the balance of the Option Shares, 7,500 of the
Option Shares shall vest on the first day of each month after the date
hereof, commencing on March 1, 1997, so that all of the Option Shares shall
be exercisable on February 1, 2000.
2.02 Should the Employment Agreement be terminated either (i)
prior to February 28, 2000 by its terms, (ii) by the Company other than for
cause, as defined therein, or (iii) by the Optionee, all Option Shares
which have vested prior to such termination shall be exercisable for a
period of ninety (90) days from the date of such termination of the
Employment Agreement, but not beyond the Expiration Date in Section 2.03
hereof. Should the Employment Agreement be terminated by the Company for
cause, as defined therein, all Option Shares which have vested shall
immediately expire as of such termination date, and no longer be
exercisable after the date of such termination of the Employment
Agreement. All unvested Option Shares shall terminate upon such
termination of the Employment Agreement regardless of the reason for
such termination.
2.03 The Option shall expire on January 31, 2002 (the
"Expiration Date") subject to earlier termination as provided herein.
3. Rights of Holder. The Optionee shall not have any rights to
----------------
dividends or any other rights of a stockholder with respect to any Option
Shares until such Shares shall have been issued to him (as evidenced by the
appropriate entry on the transfer books of the Company) upon purchase of
such Shares upon exercise of the Option. Furthermore, nothing contained in
this Agreement shall confer upon the Optionee any right to be continued in
the employ of the Company or its subsidiaries beyond what is called for in
the Employment Agreement or shall prevent the Company from terminating his
employment in accordance with the Employment Agreement.
4. Non-Transferability of Option. This Option shall not be
-----------------------------
transferable other than by will or by the laws of descent and distribution,
and may be exercised during the Optionee's lifetime only by him.
5. Adjustments.
-----------
5.01 Adjustments by the Company. In the event of a stock
--------------------------
dividend, stock split-up, share combination, exchange of shares,
recapitalization, merger, consolidation, acquisition or disposition of
property or shares, reorganization, liquidation or other similar changes or
transactions, by the Company during the term of the Option, the Board of
Directors of the Company shall make such adjustment of the number and class
of shares then covered by the Option, or of the Exercise Price, or both,
whose determination shall be conclusive. To the extent practicable, the
Company shall give the Optionee prior notice of any such event, provided
that the failure by the Company to give such notice shall not subject the
Company to any liability herein.
5.02 Adjustments Due to Merger, Consolidation, Reorganization,
---------------------------------------------------------
Asset Sale, Liquidation, etc. (a) If the Company shall be the surviving
------------------------------
corporation in any reorganization, merger, consolidation, etc. of the
Company with one or more other corporations, any then outstanding Option
shall pertain to and apply to the securities to which a holder of the
number of shares of Common Stock subject to such Option would have been
entitled immediately following such reorganization, merger, consolidation,
etc. with a corresponding proportionate adjustment of the Exercise Price as
to which such Option may be exercised so that the aggregate Exercise Price
as to which such Option may be exercised shall be the same as the aggregate
Exercise Price as to which such Option may be exercised for the shares
remaining subject to the Option immediately prior to such reorganization,
merger, consolidation, etc.
(b) In the event of a merger or consolidation in which the
Company is not the surviving corporation, or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common
Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the
Company (collectively, a "Corporate Transaction"), the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company, may, in its discretion, take any one or more of
the following actions, as to outstanding Options: (i) provide that such
Options shall be assumed or equivalent Options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof), (ii) upon
written notice to the Optionee, provide that all unexercised Options will
terminate immediately prior to the consummation of such transaction unless
exercised by the Optionee within a specified period following the date of
such notice, or (iii) in the event of a Corporate Transaction under the
terms of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the
Corporate Transaction (the "Transaction Price"), make or provide for a cash
payment to the Optionee equal to the difference between (A) the Transaction
Price times the number of shares of Common Stock subject to such
outstanding Options (to the extent then exercisable at prices not in excess
of the Transaction Price) and (B) the aggregate Exercise Price of all such
outstanding Options in exchange for the termination of such Options.
6. Reservation of Shares. The Company shall at all times
---------------------
during the term of the Option reserve and keep available such number of
shares of Common Stock or such other class of stock then subject to the
Option as shall be sufficient to satisfy the requirements of this
Agreement. The Company shall list such shares of Common Stock on the
national securities exchange or automated quotation system on which the
Company's Common Stock is then listed.
7. Exercise Procedure.
------------------
7.01 Procedure. (a) The Optionee may exercise the Option, at any
---------
time or from time to time as provided herein, by delivering to the Company
a written notice duly signed by the Optionee stating the number of Option
Shares that the Optionee has elected to purchase and accompanied by payment
in an amount equal to the full purchase price for the Option Shares to be
purchased (the "Purchased Shares"). The notice may be in form of the
"Exercise of Option to Purchase Shares" attached hereto. The payment may
either be in cash or by check.
(b) Following receipt by the Company of such notice of exercise and
full payment, the Company shall issue, as soon as practicable, a stock
certificate for the Purchased Shares in the name as designated by the
Optionee and deliver the certificate to the Optionee.
7.02 Compliance. The Company, however, shall not be required to
----------
issue or deliver the stock certificate pursuant to Section 7.01(b) hereof
until it has complied with all requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended, any securities exchange or automated quotation system on which the
Company's Common Stock may then be listed, and all applicable state laws in
connection with the issuance of the Option Shares or their listing on said
securities exchange or system, including receiving representations by the
Optionee as reasonably required to ensure compliance with the foregoing
laws.
7.03 Legend. If the Purchased Shares are not then covered by a
------
registration statement in accordance with Section 8 hereof, each
certificate for the Purchased Shares shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE
BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED."
8. Registration Statement. Upon the written request of the
----------------------
Optionee, the Company shall use its best efforts to prepare and file with
the Securities and Exchange Commission (the "Commission") a Registration
Statement (the "Registration Statement") on Form S-8 or any successor form
under the Securities Act, assuming continued eligibility by the Company to
use such Form, for the purpose of registering for purchase and sale of the
Option Shares. The Company shall bear the costs of preparing and filing
the Registration Statement (other than any selling costs of the Optionee)
and may include in such Registration Statement other shares of its Common
Stock underlying options or awards granted to other persons.
Notwithstanding the provisions of this Section 8, the Company shall not be
obligated to file a registration statement hereunder if (i) the Purchased
Shares may then be sold pursuant to Rule 144 under the Securities Act or
(ii) the Company is not able to use a Form S-8.
9. Notices. Each notice relating to this Agreement shall be in
-------
writing and delivered in person or by facsimile or certified mail to the
following addresses:
<PAGE>
If to the Company
American Electromedics Corp.
13 Columbia Drive
Amherst, New Hampshire 03031
Attn: Noel Wren, President
Fax: (603) 880-8977
If the Optionee:
Thomas A. Slamecka
3055 Mossy Pointe
Duluth, Georgia 30155
Fax: (770) 613-9963
or to such other address as either party hereto may hereinafter duly give
to the other.
10. Binding. This Agreement shall be binding upon and inure to
-------
the benefit of the parties hereto, and their successors, assigns, heirs and
administrators.
11. Entire Agreement. This Agreement constitutes the entire
----------------
agreement between the parties hereto with respect to the matters herein,
and cannot be amended, modified or terminated except by an agreement in
writing executed by the parties hereto.
12. Governing Law. This Agreement shall be construed in
-------------
accordance with and governed by the laws of the State of Delaware without
regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
AMERICAN ELECTROMEDICS CORP.
By: /s/ Michael T. Pieniazek
------------------------------------------
Michael T. Pieniazek,
Chief Financial Officer
/s/ Thomas A. Slamecka
------------------------------------------
Thomas A. Slamecka
<PAGE>
Exercise of Option
To Purchase Shares
------------------
To: AMERICAN ELECTROMEDICS CORP.
The undersigned hereby exercises the within Option for the
purchase of shares (the "Shares") of American Electromedics Corp.
------
Common Stock granted under a Stock Option Agreement, dated as of
, 1997, and herewith makes payment of the purchase price by
--------------
the delivery of $ . In the event the Shares are not registered under
------
the Securities Act of 1933, as amended, the undersigned shall provide such
representations as may be required by the Company to fulfill any exemptions
that may be sought under said Act. Kindly issue the certificate for the
Shares in accordance with the instructions given below:
---------------------------------------------
Signature
Instructions for issuance
of stock:
--------------------------------
Name
--------------------------------
--------------------------------
Address
-------------------------------
Social Security Number
Exhibit No. 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1987 Non-Qualified Stock Option Plan of our
report dated October 7, 1996, with respect to the financial statements of
American Electromedics Corp. included in its Annual Report (Form 10-KSB)
for the fiscal year ended July 27, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Manchester, New Hampshire
March 18, 1997
BERRY, DUNN, McNEIL & PARKER
Certified Public Accountants
Management Consultants
-----------------------------------------------------------------
900 Elm Street/Manchester, New Hampshire 03101-2007/(603)669-
7337/FAX (603)666-4755
1 Harbour Place/Portsmouth, New Hampshire 03801/(603)431-8092/FAX
(603)431-0795
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of American Electromedics Corp. (the
"Company") of our report dated September 28, 1994, on the
consolidated financial statements of the Company included in its
Annual Report (Form 10-KSB) for the year ended July 30, 1994,
filed with the Securities and Exchange Commission.
/s/ Berry, Dunn, McNeil & Parker
Berry, Dunn, McNeil & Parker
Manchester, New Hampshire
March 18, 1997
