SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 4)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - May 5, 1998
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AMERICAN ELECTROMEDICS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-9922 04-2608713
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
13 Columbia Drive, Suite 5, Amherst, New Hampshire 03031
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (603) 880-6300
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Not Applicable
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(Former Name or Former Address, if changed since last report)
The purpose of this Amendment is to replace the accountant's
reports in Item 7(a)(i) and (ii).
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
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AND EXHIBITS
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On June 5, 1998, American Electromedics Corp., a Delaware
corporation (the "Company") filed a Form 8-K to report the
acquisition of Dynamic Dental Systems, Inc. ("Dynamic") and
Equidyne Systems, Incorporated ("Equidyne"). The financial
statements required to be filed under Item 7(a) and (b) of such
Form 8-K were to be filed thereafter by amendment. Amendment No.
1 to the Form 8-K included the following: (1) financial
statements of Dynamic, (ii) financial statements of Equidyne,
(iii) financial statements of Rosch GmbH Medizintechnik ("Rosch
GmbH"), (iv) the Company's pro forma financial statements
reflecting the acquisition of Dynamic and Equidyne, and (v) the
Company's pro forma financial statements reflecting the Rosch
GmbH acquisition.
This Amendment No. 4 amends only the reports of Johnny B.
Martin, dated August 11, 1998, and Nation Smith Hermes Diamond,
dated August 11, 1998, filed with item 7(a)(i) and (ii) to
Amendment No. 1 to the Company's Form 8-K to report an event of
May 5, 1998.
Page
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(a)(i) Financial Statements of Dynamic Dental
Systems, Inc.
Report of Johnny B. Martin, dated August 11,
1998 3
(a)(ii) Financial Statements of Equidyne Systems, Inc.
(a development stage company)
Report of Nation Smith Hermes Diamond, dated
August 11, 1998 4
2
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(a)(i) Financial Statements of Dynamic Dental Systems, Inc.
[LETTERHEAD OF JOHNNY B. MARTIN, CERTIFIED PUBLIC ACCOUNTANT]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Dynamic Dental Systems, Inc.
Gainesville, Georgia
I have audited the accompanying balance sheet of DYNAMIC DENTAL
SYSTEMS, INC. as of December 31, 1997 and the related statements
of income and retained earnings and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
DYNAMIC DENTAL SYSTEMS, INC. as of December 31, 1997 and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting
principles.
/s/ Johnny B. Martin
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Certified Public Accountant
Gainesville, Georgia
August 11, 1998
3
<PAGE>
(a)(ii) Financial Statements of Equidyne Systems, Inc.
(a development stage company)
[LETTERHEAD OF NATION SMITH HERMES DIAMOND]
INDEPENDENT AUDITOR'S REPORT
To the Stockholders
EQUIDYNE SYSTEMS, INC.
(A development stage company)
We have audited the accompanying balance sheets of EQUIDYNE
SYSTEMS, INC. (a development stage company) as of December 31,
1997 and 1996, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then
ended, and for the period from August 11, 1993 (inception) to
December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of EQUIDYNE SYSTEMS, INC. (a development stage company) as of
December 31, 1997 and 1996, and the results of its operations and
cash flows for the years then ended, and for the period from
August 11, 1993 (inception) to December 31, 1997, in conformity
with generally accepted accounting principles.
San Diego, California
August 11, 1998 /s/Nation Smith Hermes Diamond
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
American Electromedics Corp.
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(Registrant)
By: /s/Michael T. Pieniazek
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Michael T. Pieniazek
President and Chief Financial Officer
Dated: February 25, 1999
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