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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AMERICAN ELECTROMEDICS CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
025569-203
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(CUSIP Number)
John M. Liviakis, 2420 "K" St., #220, Sacramento, CA 95816, (916) 448-6084
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box [ ].
NOTE: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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CUSIP No. 025569-203
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LIVIAKIS FINANCIAL COMMUNICATIONS, INC. 68-0311399
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00, WC
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5 CHECK 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
California
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7 SOLE VOTING POWER
1,063,271
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,063,271
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,271
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
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14 TYPE OF REPORTING PERSON*
CO
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2
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CUSIP No. 025569-203
- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
JOHN M. LIVIAKIS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00, PF
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5 CHECK 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
UNITED STATES
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7 SOLE VOTING POWER
10,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,063,271
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,063,271
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,271
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
3
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CUSIP No. 025569-203
- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
RENEE A. LIVIAKIS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK 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
UNITED STATES
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7 SOLE VOTING POWER
-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,063,271
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,063,271
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,271
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
4
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1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, par value $.10 per share (the "Common Stock"), issued
by American Electromedics Corp., a Delaware corporation (the "Corporation"). The
principal offices of the Corporation are located at 13 Columbia Drive, Suite 18,
Amherst, New Hampshire 03031.
2. IDENTITY AND BACKGROUND.
This amended statement is filed by Liviakis Financial Communications,
Inc., a California corporation ("LFC"),John M. Liviakis ("JML"), and Renee A.
Liviakis ("RAL"). LFC's principal business is as a consultant in the areas of
financial and investor public relations, investor communications, and corporate
finance. LFC's principal business and principal office address is 2420 "K"
Street, Suite 220, Sacramento, California 95816.
LFC's President is JML and its Treasurer, Chief Financial Officer and
Secretary is RAL. JML and RAL are the only executive officers of LFC. The
activities associated with these positions constitute the principal occupation
and employment of JML and RAL. JML and RAL are LFC's only directors, and JML and
RAL are its sole stockholders. JML and RAL are citizens of the United States,
and their business address is LFC's principal business address listed above.
During the last five years, none of LFC, JML and RAL has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and during such period none of them has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of which
was to subject such person to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amended Schedule 13D is being filed to report (i) 1,063,271 shares
of Common Stock held by LFC on August 31, 1999 and (ii) 10,000 shares of Common
Stock held by JML on August 31, 1999.
Pursuant to a Consulting Agreement dated February 19, 1998 and effective
as of March 16, 1998 between the Corporation and LFC (the "Consulting
Agreement"), the Corporation on or about March 16, 1998 issued (i) 750,000
shares of Common Stock to LFC and (ii) a Common Stock Purchase Warrant to
purchase up to 750,000 shares of Common Stock to LFC (the "LFC Warrant"). The
LFC Warrant was exercisable from
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March 16, 1998 through March 16, 2002 at an exercise price of $1.00 per share.
Under the Consulting Agreement, LFC undertakes to perform certain investor
communications, financial and investor public relations, corporate finance and
related services for the Corporation. A copy of the Consulting Agreement is
Exhibit "A" to this Schedule 13D.
Between March 23 and March 26, 1998, LFC purchased 39,000 shares of
Common Stock in the open market for aggregate consideration of $182,846.11. The
source of funds for such purchase was LFC's working capital.
On April 21, 1998, JML purchased 10,000 shares of Common Stock in the
open market for aggregate consideration of $35,804.09. The source of funds for
such purchase was JML's personal funds.
On December 15, 1998, LFC engaged in a "cashless" exercises of the LFC
Warrant. In lieu of paying the $750,000 aggregate cash exercise price for the
750,000 shares that could be purchased pursuant to the LFC Warrant, LFC directed
the Corporation to retain 307,629 of the shares, having a market value of
$750,000, as consideration for the exercise of the LFC Warrant and to issue to
LFC the balance of 442,371 shares of Common Stock.
From April through the end of August 1999, LFC has sold an aggregate of
168,100 shares of Common Stock in the open market.
4. PURPOSE OF TRANSACTION.
The 750,000 shares of Common Stock and the LFC Warrant were issued to
LFC pursuant to the Consulting Agreement as partial consideration for consulting
services to be performed by LFC for the Corporation.
LFC and JML have acquired and held and intend for such period as they
retain such shares to hold the shares of Common Stock they respectively acquired
for investment purposes. LFC, JML and RAL may also acquire additional shares of
Common Stock for investment purposes from time to time, although they do not
have any present plans to do so.
LFC, JML and RAL have no plans or proposals which relate to or would
result in: any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Corporation or any subsidiary of the
Corporation; the sale or transfer of a material amount of assets of the
Corporation or any of its subsidiaries; any change in the Corporation's present
Board of Directors or management; any material change in the present
capitalization or dividend policy of the Corporation; any material change in the
Corporation's business or corporate structure; any changes in the Corporation's
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charter, bylaws, or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Corporation by any person; a class of
securities of the Corporation being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; a class of equity securities of
the Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC has the sole power to direct the vote or disposition of the
1,063,271 shares of Common Stock owned by LFC. LFC would exercise its power to
direct the vote or disposition of such shares through its officers and
directors, JML and RAL. JML has the sole power to direct the vote or disposition
of the 10,000 shares of Common Stock owned by JML. LFC disclaims any beneficial
interest in any shares of Common Stock owned by JML.
The 1,063,271 shares of Common Stock that LFC owns, and as to which LFC
has the sole power to direct the vote or disposition, represent approximately
12.1% of that class of securities. The 10,000 shares of Common Stock that JML
owns, and as to which JML has the sole power to direct the vote or disposition,
represent approximately 0.1% of that class of securities. In each case, the
calculation of the percentage of Common Stock is based on the 8,765,220 shares
of Common Stock which the Corporation reported were outstanding on June 10,
1999.
During the past sixty days, JML and RAL have not engaged directly in any
transactions in Common Stock and LFC has engaged in the following transactions:
A. On July 30, 1999, LFC sold 20,896 shares of Common Stock in the
over-the-counter market at a price of $1.03 per share.
B. On July 30, 1999, LFC sold 10,000 shares of Common Stock in the
over-the-counter market at a price of $1.08 per share.
C. On August 24, 1999, LFC sold 2,500 shares of Common Stock in the
over-the-counter market at a price of $1.19 per share.
D. On August 24, 1999, LFC sold 4,100 shares of Common Stock in the
over-the-counter market at a price of $1.22 per share.
E. On August 25, 1999, LFC sold 1,500 shares of Common Stock in the
over-the-counter market at a price of $1.06 per share.
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F. On August 25, 1999, LFC sold 500 shares of Common Stock in the
over-the-counter market at a price of $1.09 per share.
G. On August 25, 1999, LFC sold 15,000 shares of Common Stock in the
over-the-counter market at a price of $1.13 per share.
H. On August 25, 1999, LFC sold 5,000 shares of Common Stock in the
over-the-counter market at a price of $1.15 per share.
I. On August 25, 1999, LFC sold 16,000 shares of Common Stock in the
over-the-counter market at a price of $1.16 per share.
J. On August 25, 1999, LFC sold 1,000 shares of Common Stock in the
over-the-counter market at a price of $1.22 per share.
K. On August 25, 1999, LFC sold 3,000 shares of Common Stock in the
over-the-counter market at a price of $1.23 per share.
L. On August 26, 1999, LFC sold 4,000 shares of Common Stock in the
over-the-counter market at a price of $1.09 per share.
M. On August 26, 1999, LFC sold 1,000 shares of Common Stock in the
over-the-counter market at a price of $1.13 per share.
N. On August 27, 1999, LFC sold 16,000 shares of Common Stock in the
over-the-counter market at a price of $1.06 per share.
O. On August 30, 1999, LFC sold 4,500 shares of Common Stock in the
over-the-counter market at a price of $1.03 per share.
P. On August 30, 1999, LFC sold 5,000 shares of Common Stock in the
over-the-counter market at a price of $1.06 per share.
Q. On August 31, 1999, LFC sold 40,000 shares of Common Stock in the
over-the-counter market at a price of $1.00 per share.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Corporation entered into the Consulting Agreement with LFC in
consideration for consulting services to be performed by LFC pursuant to the
Consulting Agreement from March 15, 1998 through March 15, 1999. In the
Consulting
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Agreement and in the LFC Warrant, the Corporation granted to LFC certain rights
to have shares of Common Stock registered under the Securities Act of 1933, as
amended. Except for the Consulting Agreement and the LFC Warrant, there are no
contracts, arrangements, understandings or relationships between the persons
named in Item 2 above and any person with respect to any securities of the
Corporation.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Consulting Agreement, dated February 19, 1998 and effective
as of March 16, 1998, by and between the Corporation and LFC.
Exhibit B - Common Stock Purchase Warrant dated March 15, 1998 issued by
the Corporation to LFC.
Exhibit C - Common Stock Purchase Warrant dated March 15, 1998 issued by
the Corporation to RBP.
Exhibit D - Agreement of LFC and RBP pursuant to Rule 13d-1(f).
Exhibit E - Agreement of LFC, JML, RAL and RBP pursuant to Rule
13d-1(f).
Exhibit F - Agreement of LFC, JML and RAL pursuant to Rule 13d-1(k)(1).
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 3, 1999 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
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John M. Liviakis, President
/s/ John M. Liviakis
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John M. Liviakis
/s/ Renee A. Liviakis
----------------------------------------
Renee A. Liviakis
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