SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
AMERICAN ELECTROMEDICS CORP.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
0225569-203
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(CUSIP Number)
ANDY ROSCH
ALT BUCKOW 6
BERLIN, GERMANY 12349
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 18, 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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* 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 (the "Act") 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
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CUSIP NO. 022 5569 203 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Andy Rosch
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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
Germany
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NUMBER OF 7 SOLE VOTING POWER
SHARES 310,000 shs.
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 310,000 shs.
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PERSON WITH 10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,000 shs.
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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)
7.2%
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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
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(a) The person filing this statement is Andy
Rosch.
(b) Mr. Rosch's address is Alt Buckow 6, Berlin,
Germany 12349.
(c) Mr. Rosch's principal occupation is as
General Manager of Rosch GmbH Medizintechnik
("Rosch GmbH").
(d) During the last five years Mr. Rosch has not
been convicted in a criminal proceeding.
(e) During the last five years Mr. Rosch was not
a party to any civil proceeding of a judicial
or administrative body of competent
jurisdiction.
(f) Mr. Rosch is a citizen of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Personal funds were used in connection with the acquisition
of 310,000 shares of Common Stock noted in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
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In January 1996, the Company purchased a 50% interest in
Rosch GmbH, a company wholly-owned by Mr. Rosch, for 100,000
shares of Common Stock (adjusted to reflect a five-for-one stock
split effective in November 1996) and other consideration.
On December 18, 1997, the Company purchased from Mr. Rosch
the remaining 50% interest in Rosch GmbH and an interest in
another company for 210,000 shares of Common Stock and other
consideration pursuant to a Stock Purchase Option Agreement,
dated as of November 1, 1997, between the Company and Mr. Rosch
(the "1997 Purchase Agreement").
On January 12, 1998, Mr. Rosch was elected as a director of
the Company pursuant to a covenant in the 1997 Purchase Agreement
whereby the Company agreed to fill a vacancy by presently
electing him a director and to include him on the management
slate for directors at the 1998 annual meeting of stockholders.
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<PAGE>
Mr. Rosch 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
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(a) Mr. Rosch is the direct beneficial owner of
310,000 shares of Common Stock which
represents 7.2% of the total number of shares
of Common Stock reported to be outstanding in
the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended October 31,
1997.
(b) Mr. Rosch has sole voting power for the
310,000 shares of Common Stock listed in Item
5(a) and has sole dispositive power as to
such 310,000 shares of Common Stock.
(c) On December 18, 1997, the Company purchased
a 50% interest in Rosch GmbH from Mr. Rosch
for 210,000 shares of Common Stock and other
consideration.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS AND UNDERSTANDINGS
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Pursuant to the 1997 Stock Purchase Agreement, on December
18, 1997, Mr. Rosch sold to the Company the remaining 50%
interest in Rosch GmbH and a 45% interest in another company for
210,000 shares of Common Stock and other consideration. Pursuant
to a covenant in that agreement, on January 12, 1998 Mr. Rosch
was elected as a director of the Company to fill a vacancy on the
Board, and Mr. Rosch will be included on the management slate for
directors at the 1998 annual meeting of stockholders, and his
Contract of Employment with Rosch GmbH was amended extending the
terms to December 31, 2000 and changing the compensation terms.
ITEM 7. MATERIAL FILED AS EXHIBITS
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Exhibit No. 1 Stock Purchase Option Agreement dated as of
November 1, 1997 (filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended October 31,
1997 and incorporated herein by reference
thereto).
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<PAGE>
SIGNATURE
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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: January 29, 1998
/s/ Andy Rosch
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Andy Rosch
