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U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB / A
(AMENDMENT NO. 1)
(MARK ONE)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-9899
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MEDICAL GRAPHICS CORPORATION
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(Exact name of small business issuer as specified in its charter)
Minnesota 41-1316712
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
350 Oak Grove Parkway
St. Paul, Minnesota 55127-8599
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(Address of principal executive offices) (Zip Code)
(612) 484-4874
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 2,505,577 as of
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December 29, 1995
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Transitional Small Business Disclosure Format (check one) : Yes ; No X
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AMENDMENT NO. 1
PART II - OTHER INFORMATION, Item 1. Legal Proceedings is hereby amended as
follows:
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Medical Graphics Corporation v. SensorMedics Corporation, Case No.
3-94-525 (Minn. D. Ct.). On April 15, 1994, the Company commenced
an action (the"action") against SensorMedics Corporation, a California
corporation ("SensorMedics"), alleging that SensorMedics had
infringed the Company's patent on a cardiopulmonary diagnostic
exercise testing system and for various acts of unfair competition.
SensorMedics denied the allegations and asserted counterclaims
against the Company for patent infringement and unfair competition.
The Company denied those allegations. In various pretrial rulings,
the court dismissed SensorMedics' claim of patent infringement and
certain of its unfair competition claims against the Company. Prior
to the commencement of trial, the Company and SensorMedics reached a
settlement. While the precise terms of the settlement are
confidential, the settlement agreement contemplates that the Company
will receive aggregate payments of $4.35 million from which Medical
Graphics will retain approximately $2.83 million after deducting
legal expenses associated with the litigation including an initial
payment of $1.5 million of which Medical Graphics Corporation will
retain approximately $975,000 after deducting legal expenses and
subsequent semi-annual payments over an eight-year period, subject
to mandatory prepayment upon the occurrence of certain financing and
other events by SensorMedics. A judgement will be entered
dismissing with prejudice all remaining claims against the Company,
granting the Company the right to proceed against one of
SensorMedics' insurers for an additional $250,000, and upholding the
validity, enforceability and infringement of the Company's patent.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Medical Graphics Corporation
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(Registrant)
Date December 29, 1995 /s/ Catherine A. Anderson
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Catherine A. Anderson, Chief Executive
Officer (Principal Executive Officer)
Date December 29, 1995 /s/ Brian P. King
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Brian P. King, Vice President - Finance
(Principal Financial and Accounting
Officer)
