UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(AMENDMENT NO. __)(1)
AMERICAN ELECTROMEDICS CORP.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
0225569-10 4
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(CUSIP Number)
THOMAS A. SLAMECKA
305 MOSSY POINTE
DULUTH, GEORGIA 30155
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 26, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
Page 1 of 5 Pages
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________________________
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 022 5569 10 4 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas A. Slamecka
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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NUMBER 7 SOLE VOTING POWER
OF SHARES 384,000 shs. (including 120,000 shares
underlying options)
BENEFICIALLY
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OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING --------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
384,000 shs. (including 120,000 shares
WITH underlying options)
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
384,000 shs. (including 120,000 shares underlying
options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER
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The class of equity securities to which this initial filing
relates is the common stock, $.10 par value per share (the
"Common Stock"), of American Electromedics Corp., a Delaware
corporation (the "Company"). The Company has its principal
executive offices at 13 Columbia Drive, Suite 18, Amherst, New
Hampshire 03031.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) The person filing this statement is Thomas A. Slamecka.
(b) Mr. Slamecka's address is 305 Mossy Pointe, Duluth,
Georgia 30155.
(c) Mr. Slamecka's principal occupation is as Chairman of
the Board of the Company.
(d) During the last five years Mr. Slamecka has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Slamecka was not a party
to any civil proceeding of a judicial or
administrative body of competent jurisdiction.
(f) Mr. Slamecka is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Personal funds were used in connection with the
purchase of 200,000 shares of Common Stock noted in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
On November 26, 1997, Mr. Slamecka purchased 200,000
shares of Common Stock as part of a private placement by the
Company (the "Private Placement") pursuant to a Common Stock
Purchase Agreement, dated as of October 27, 1997, between Mr.
Slamecka and the Company. The Private Placement closed on
November 26, 1997.
As of November 3, 1997, Mr. Slamecka converted $60,000
principal amount of 14% Convertible Debentures into 60,000 shares
of Common Stock.
Mr. Slamecka and the Company entered into an Employment
Agreement, dated as of February 5, 1997 (the "Employment
Agreement") whereby the Company granted to Mr. Slamecka stock
options to purchase 300,000 shares at an exercise price of $3.00
per share, of which options for 30,000 shares vested immediately
and the options for the balance of 270,000 shares are to vest at
the rate of 7,500 shares per month. Mr. Slamecka holds presently
exercisable options to purchase 120,000 shares of Common Stock
under the Employment Agreement (including options presently
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<PAGE>
excersisable for 105,000 shares and options for 15,000 shares
vesting over the next 60 days). In addition, under the Employment
Agreement the Company agreed to issue to Mr. Slamecka 100,000
shares (the "Bonus Shares") of the Company's Common Stock, as
presently constituted, in the event that the closing price of the
Company's Common Stock as reported on the NASDAC OTC Bulletin
Board or other national market quotation system or exchange where
the Common Stock is then traded (the "Trading Price") equals or
exceeds $60.00 per share for a period of twenty (20) consecutive
trading days during the term of the Employment Agreement.
Except as set forth above, Mr. Slamecka has no plans or
proposals to engage in any transactions specified in paragraphs
(a) through (j) of this Item; although he may consider one or
more such transactions in the future depending upon factors then
existing, such as the market for the Company' Common Stock and
the Company's then prospects.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) Mr. Slamecka is the direct beneficial owner of 384,000
shares of Common Stock, which amount includes presently
exercisable options to purchase 120,000 shares of
Common Stock and represents 8.9% of the Common Stock
outstanding.
(b) Mr. Slamecka has sole voting power for the 264,000
shares of Common Stock listed in Item 5(a) and has sole
dispositive power as to such 264,000 shares of Common
Stock.
(c) On November 3, 1997, Mr. Slamecka converted a 14%
Convertible Subordinated Debenture, due October 31,
1999, of the Company in the principal amount of $60,000
into 60,000 shares of Common Stock. On November 26,
1997, Mr. Slamecka purchased 200,000 shares of the
Company's Common Stock in a private placement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS AND UNDERSTANDINGS
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See Item 4.
ITEM 7. MATERIAL FILED AS EXHIBITS
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N/A
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<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in the statement is true,
complete and correct.
Date: December 7, 1997
/s/ Thomas A. Slamecka
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Thomas A. Slamecka
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