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UNITED STATES
SECURITIES ADN EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN ELECTROMEDICS
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(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)
March 15, 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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 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 the
disclosures provided in a prior cover page.
The information required in 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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SCHEDULE 13D
CUSIP No. 025569-203
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1 NAMES 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 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
California
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7 SOLE VOTING POWER
1,231,371
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY --
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,231,371
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,371
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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)
16.1%
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14 TYPE OF REPORTING PERSON(See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 025569-203
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1 NAMES 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 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
United States
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7 SOLE VOTING POWER
10,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,231,371
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,231,371
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,241,371
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
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14 TYPE OF REPORTING PERSON(See Instructions)
IN
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SCHEDULE 13D
CUSIP No. 025569-203
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1 NAMES 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 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
United States
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7 SOLE VOTING POWER
--
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,231,371
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING --
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,231,371
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,371
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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)
16.1%
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14 TYPE OF REPORTING PERSON(See Instructions)
IN
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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.
Prior to his resignation on March 15, 1999, Robert B. Prag ("RBP") was
an executive officer and director of LFC. As such, RBP had filed jointly with
LFC, JML and RAL a statement on Schedule 13D with respect to the Corporation's
Common Stock. With his resignation, RBP disaffirms any joint actions with LFC,
JML and RAL with respect to the Corporation or its Common Stock, and LFC, JML
and RAL disaffirm any joint actions with RBP with respect to the Corporation or
its Common Stock. Any group status that may have existed with respect to LFC,
JML and RAL, on the one hand, and RBP, on the other, with respect to the
Corporation's Common Stock terminated upon the resignation of RBP as an
executive officer and director of LFC. All further filings by RBP with respect
to transactions in the Issuer's Common Stock will be filed, if required, by RBP
in his individual capacity.
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.
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3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amended Schedule 13D is being filed to report (i) 1,231,371 shares
of Common Stock held by LFC on March 15, 1999 and (ii) 10,000 shares of Common
Stock held by JML on March 15, 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 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.
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 intend 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.
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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
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
1,231,371 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 1,231,371 shares of Common Stock that LFC owns, and as to which LFC
has the sole power to direct the vote or disposition, represent approximately
16.1% 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 7,668,000 shares
of Common Stock which the Corporation advised LFC were outstanding on March 4,
1999.
During the past sixty days, LFC, JML and RAL have not engaged in any
transactions in Common Stock.
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 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
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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)(l).
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: March 22, 1999 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
-----------------------------------
John M. Liviakis, President
/s/ John M. Liviakis
---------------------------------------
John M. Liviakis
/s/ Renee A. Liviakis
---------------------------------------
Renee A. Liviakis
/s/ Robert B. Prag
---------------------------------------
Robert B. Prag
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EXHIBIT "F"
JOINT FILING AGREEMENT
Liviakis Financial Communications, Inc., John M. Liviakis and Renee A.
Liviakis (collectively the "Parties" and individually a "Party") hereby agree
that they shall file a single statement on Schedule 13D (as amended from time to
time, the "Statement") with respect to their beneficial ownership of shares of
Common Stock (the "Securities") of American Electromedics Corp., a Delaware
corporation, on behalf of and in satisfaction of the obligations of all of the
Parties and that they shall amend the Statement from time to time as required by
rules promulgated under the Securities Exchange Act of 1934, as amended.
Each of the Parties represents and warrants that such Party is eligible
to use Schedule 13D with respect to information regarding the Securities and
agrees to assume responsibility for the timely filing of the Statement and any
amendments thereto. Each of the Parties hereby assumes responsibility for the
completeness and accuracy of the information concerning such Party contained in
the Statement. No Party shall be responsible for the completeness and accuracy
of the information contained in the Statement concerning the other Parties,
unless such Party knows or has reason to believe that such information is
incomplete or inaccurate. The execution of the Statement, including any
amendment thereto, by one of the Parties shall constitute a representation by
such Party that the information concerning such Party contained therein is
complete and accurate and that such Party neither knows nor has any reason to
believe that the information concerning the other Parties contained therein is
either incomplete or inaccurate. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
In Witness Whereof, the Parties have executed this Joint Filing
Agreement this twenty-second day of March, 1999.
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By:___________________
______________________
John M. Liviakis
______________________
Renee A. Liviakis
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