SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - January 5, 2000
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EQUIDYNE CORPORATION
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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 jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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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AMERICAN ELECTROMEDICS CORP.
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(Former Name or Former Address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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At the Annual Meeting of Stockholders (the "Meeting") of American
Electromedics Corp. (the "Company") held on December 29, 1999, the Company's
stockholders approved amendments (the "Amendments") to the Company's Certificate
of Incorporation to (i) increase the authorized number of shares of the
Company's Common Stock, $.10 par value (the "Common Stock"), from 20,000,000
shares to 35,000,000 shares and (ii) change the Company's name to "Equidyne
Corporation." On January 5, 2000, the Company filed a Certificate of Amendment
to the Certificate of Incorporation with the Secretary of State of the State of
Delaware to effect the Amendments.
In connection with the change of the Company's name to Equidyne
Corporation, as of January 5, 2000, the Company caused the trading symbol for
the Common Stock to be changed from "AMER" to "INJX". The Company's Common Stock
will trade on the OTC Electronic Bulletin Board under the symbol "INJX".
On January 6, 2000, the Company issued a press release regarding the
actions taken at the Meeting. A copy of the press release is included herein as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
10.1 Certificate of Amendment to Certificate of Incorporation, dated
December 29, 1999.
99.1 Press Release, dated January 6, 2000.
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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.
Equidyne Corporation
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(Registrant)
By: /s/ Michael T. Pieniazek
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Michael T. Pieniazek,
Executive Vice President
Dated: January 6, 2000
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EXHIBIT INDEX
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EXHIBIT
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10.1 Certificate of Amendment to Certificate of Incorporation, dated
December 29, 1999.
99.1 Press Release, dated January 6, 2000.
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EXHIBIT 10.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTROMEDICS CORP.
AMERICAN ELECTROMEDICS CORP, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation duly adopted
resolutions at a special meeting of the Board of Directors held in
accordance with Section 141 of the General Corporation Law of the State
of Delaware (the "DGCL"), setting forth proposed amendments (the
"Amendments") to the Certificate of Incorporation of the Corporation,
declaring the Amendments to be advisable and calling for submission of
the Amendment to the stockholders of the Corporation pursuant to
Section 242 of the DGCL, and stating that the Amendments would be
effective only after approval thereof by the holders of a majority of
the outstanding shares of stock of the Corporation entitled to vote
thereon.
SECOND: The Certificate of Incorporation of the
Corporation is hereby amended by amending Article FIRST of the
Certificate of Incorporation to read as follows:
"FIRST: The name of the corporation is Equidyne
Corporation (the "Corporation")."
THIRD: The Certificate of Incorporation of the
Corporation is hereby amended by: (i) amending the first sentence of
Article FOURTH of the Certificate of Incorporation to read as follows:
"A. Authorized Shares. The total number of shares of
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stock which the Corporation shall have authority to
issue is Thirty-Six Million (36,000,000), of which
Thirty-Five Million (35,000,000) shall be common
stock, $0.10 par value (the "Common Stock"), and One
Million (1,000,000) shall be preferred stock, $.01
par value (the "Preferred Stock")";
(ii) inserting a new subheading before the first word of the second
paragraph of Article FOURTH of the Certificate of Incorporation to read
as follows:
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"B. Provisions relating to Preferred Stock."; and
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(iii) inserting a new subsection after subsection B of Article FOURTH
of the Certificate of Incorporation to read as follows:
"C. Provisions relating to Common Stock.
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(i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as
determined by the Board of Directors of the
Corporation pursuant to the provisions of part B of
this Article FOURTH, the holders of shares of the
Common Stock shall be entitled to receive such
dividends as may be declared by the Board of
Directors of the Corporation.
(ii) Subject to the preferential liquidation rights
and except as determined by the Board of Directors of
the Corporation pursuant to the provisions of part B
of this Article FOURTH, in the event of any voluntary
or involuntary liquidation, dissolution or winding up
of, or any distribution of the assets of, the
Corporation, the holders of shares of the Common
Stock shall be entitled to receive all of the assets
of the Corporation available for distribution to its
stockholders ratably in proportion to the number of
shares of Common Stock held by them.
(iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the
provisions of part B of this Article Fourth, the
holders of shares of the Common Stock shall be
entitled to vote on all matters at all meetings of
the stockholders of the Corporation, and shall be
entitled to one vote for each share of the Common
Stock entitled to vote at such meeting, voting
together with the holders of the Preferred Stock who
are entitled to vote, and not as a separate class."
FOURTH: The Amendments have been duly adopted by the
stockholders of the Corporation, at an annual meeting of stockholders
of the Corporation held on December 29, 1999 in accordance with Section
211 of the DGCL.
FIFTH: The Amendments were duly adopted in accordance with
the applicable provisions of Sections 242 and 141 of the DGCL.
IN WITNESS WHEREOF, American Electromedics Corp. has caused
this Certificate to be signed by its President as of the 29th day of December,
1999.
/s/ Michael T. Pieniazek
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By: Michael T. Pieniazek
Title: President
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Michael T. Pieniazek, Executive VP Jeffery Lamberson or
Equidyne Corporation Richard Carpenter
(603) 880-6300 American Financial Communications
(415) 380-3880
AMERICAN ELECTROMEDICS CORP. CHANGES NAME TO
"EQUIDYNE CORPORATION"
AMHERST, NEW HAMPSHIRE, January 6, 2000...AMERICAN ELECTROMEDICS CORP.
(OTCBB:AMER) announced today that it has changed the Company's name to "EQUIDYNE
CORPORATION". The name change was approved at the Annual Meeting of Stockholders
held on December 29, 1999. American Electromedics Corp.'s common stock has
previously been traded on the OTC Bulletin Board under the ticker symbol "AMER".
Effective immediately, Equidyne Corporation ("Equidyne") will be traded on the
OTC Bulletin Board using its new ticker symbol, "INJX".
J. Randall Nelson, Equidyne's newly appointed President and CEO, commenting on
the change, stated, "This new corporate name, which more closely reflects the
Company's business as it exists today, has been part of the strategy of focusing
the Company's resources on Equidyne Systems, Inc. and its INJEX(TM) needle-free
drug delivery systems. This change clearly reflects the Company's strategic
focus. I recently joined Equidyne because the INJEX(TM) System is the most
exciting and advanced technology for pharmaceutical injections I have
experienced in My twenty plus years in the medical industry. I am convinced that
2000 will be the year that Equidyne makes the INJEX(TM) System the delivery
method of choice for pharmaceutical injections worldwide. I look forward to
keeping you informed about our successes in the coming months."
Equidyne Corporation, through Equidyne Systems, Inc., a wholly-owned subsidiary
based in San Diego, California, and Rosch AG Medizintechnik, i.G. ("Rosch AG"),
a partially-owned subsidiary based in Berlin, Germany (Additional information
at: www.roeschnet.com), is focused on becoming the worldwide leader in
needle-free drug delivery systems for subcutaneous and intramuscular injections.
Rosch AG is responsible for the European market, while Equidyne is responsible
for the U.S., Canada, South America and the Asian markets. The INJEX(TM)
needle-free injector is a compact, uncomplicated device that delivers a
virtually painless injection through the skin in a fraction of a second, and
eliminates needle stick and disposal problems. For medications requiring
injection, we believe the INJEX(TM) System is by far the most comfortable and
economical product on the market.
THE STATEMENTS CONTAINED IN THIS NEWS RELEASE THAT ARE NOT PURELY HISTORICAL ARE
FORWARD-LOOKING STATEMENTS THAT MAY INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS CONTAINED IN
THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THE EFFECT OF LOSSES AND OTHER FACTORS ON THE
COMPANY'S CREDIT FACILITIES, BUSINESS AND RESULTS OF OPERATIONS; THE COMPANY'S
LIMITED CAPITAL RESOURCES AND ITS ABILITY TO FULFILL ITS EXISTING OBLIGATIONS
AND ONGOING CAPITAL NEEDS; RISKS ASSOCIATED WITH EXCESS OR OBSOLETE INVENTORY;
THE POTENTIAL IMPAIRMENT OF ASSETS; THE COMPANY'S DEPENDENCE ON KEY CUSTOMERS
AND THEIR FINANCIAL VIABILITY; THE IMPACT OF COMPETITION; AND THE COMPANY'S
ABILITIES TO EFFECTIVELY MANAGE GROWTH. THESE AND OTHER RISK FACTORS ARE
DISCUSSED IN THE COMPANY'S FILINGS ON FORMS 8-K, 10-QSB AND 10-KSB.
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