BIO LOGIC SYSTEMS CORP
10QSB, 1995-10-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10Q-SB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For Quarter Ended August 31, 1995

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ to _____

                          Commission File No. 0-12231


                            BIO-LOGIC SYSTEMS CORP.
        (Exact name of small business issuer as specified in its charter)


                Delaware                               36-3025678
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)


 One Bio-logic Plaza, Mundelein, Illinois                      60060
 (Address of principal executive offices)                    (zip code)


Registrant's telephone number, including area code (708-949-5200)

(Former address, if changed since last report): not applicable

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES X NO____

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.

             Class                            Outstanding at October 10, 1995
  Common Stock $.01 par value                        4,159,493 shares

                  Traditional Small Business Disclosure Format
                            Yes X          No _____
<PAGE>

                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10Q-SB

                               TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION                                         Page

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Condensed  Consolidated Balance Sheets at August 31, 1995
         and February 28, 1995                                          3

         Condensed  Consolidated  Statements of Operations and
         Retained Earnings for the three and six months ended
         August 31, 1995 and 1994                                       4

         Condensed Consolidated Statements of Cash Flows for the
         six months ended August 31, 1995 and 1994                      5

         Notes to Condensed Consolidated Financial Statements           6


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            9



PART II. OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders           11

ITEM 6.  Exhibits and Reports on Form 8-K                              12


Signatures

                                       2
<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB

PART 1.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                            August 31, 1995    February 28, 1995
                                            ---------------    -----------------
                                              (Unaudited)
ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                   $ 959,168          $ 1,187,388
   Marketable securities                       1,627,509            1,627,660
   Accounts receivable, net                    3,093,094            3,105,769
   Inventories                                 3,077,252            2,895,987
   Prepaid expenses                              120,080               91,144
   Deferred income taxes                         139,442              139,251
                                              ----------          -----------
              Total current assets             9,016,545            9,047,199

 PROPERTY, PLANT AND EQUIPMENT - Net           1,952,410            2,012,121

 MARKETABLE SECURITIES                         1,719,600            1,727,440

 OTHER ASSETS                                    864,360              712,924
                                              ----------          -----------
TOTAL ASSETS                                $ 13,552,915         $ 13,499,684
                                              ----------          -----------
                                              ----------          -----------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Current maturities of long-term debt        $ 114,380            $ 110,649
   Accounts payable                              424,201              698,410
   Accrued salaries & payroll taxes              501,737              513,558
   Accrued interest & other expenses             298,347              445,065
   Accrued income taxes                          152,524              162,274
   Deferred revenue                              214,348              191,701
                                              ----------          -----------
Total current liabilities                      1,705,537            2,121,657

LONG-TERM DEBT - Less current maturities         750,287              808,726

DEFERRED INCOME TAXES                            200,048              200,048
                                              ----------          -----------
              Total liabilities                2,655,872            3,130,431
                                              ----------          -----------
SHAREHOLDERS' EQUITY:
   Capital stock, $.01 par value. Authorized
   10,000,000 shares, issued and outstanding 
   4,157,968 shares at August 31, 1995 and 
   4,146,949 at February 28, 1995.               41,579                41,469

Additional paid-in capital                    5,352,178             5,342,371
Retained Earnings                             5,503,286             4,985,413
                                             ----------           -----------
Total shareholders' equity                   10,897,043            10,369,253

TOTAL LIABILITIES AND SHAREHOLDERS' 
  EQUITY                                   $ 13,552,915          $ 13,499,684
                                             ----------           -----------
                                             ----------           -----------

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                             BIO-LOGIC SYSTEMS CORP.
                                   FORM 10Q-SB

      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (UNAUDITED)

<TABLE>
                                                   Three Months Ended                        Six Months Ended
                                                        August 31,                               August, 31
                                          -------------------------------------     -------------------------------
                                                  1995                 1994                1995            1994
                                            --------------       -------------       --------------    ------------
<S>                                          <C>                   <C>                 <C>             <C>
NET SALES                                       $3,444,762           $2,612,127          $7,111,749      $5,065,755
COST OF  SALES                                   1,112,070              954,638           2,425,332       1,851,892
 Gross Profit                                    2,332,692            1,657,489           4,686,417       3,213,863
                                            --------------        -------------      --------------    ------------

OPERATING EXPENSES;
 Selling, general & administrative               1,636,222            1,319,725           3,234,996       2,545,030
 Research & development                            370,438              375,015             746,282         768,532
                                            --------------        -------------      --------------    ------------
 Total operating expenses                        2,006,660            1,694,740           3,981,278       3,313,562
                                            --------------        -------------      --------------    ------------
OPERATING INCOME (LOSS)                            326,032              (32,251)            705,139         (99,699)

OTHER INCOME (EXPENSE)
 Interest income                                    44,820               51,788              90,795         103,291
 Interest expense                                  (14,777)             (16,051)            (33,739)        (28,043)
 Miscellaneous                                      (2,666)                 223              (2,222)            467
                                            --------------        -------------      --------------    ------------
TOTAL OTHER INCOME                            $     27,337          $    35,960         $    54,834      $   75,715

INCOME (LOSS)
BEFORE INCOME TAXES                                353,409               (1,291)            759,973         (23,984)

PROVISION (BENEFIT)
FOR INCOME TAXES                                   113,100                    0             242,100          (3,000)
                                            --------------        -------------      --------------    ------------
NET INCOME (LOSS)                              $   240,309          $    (1,291)        $   517,873      $  (20,984)
                                            --------------        -------------      --------------    ------------
                                            --------------        -------------      --------------    ------------

RETAINED EARNINGS,
BEGINNING OF PERIOD                              5,262,977            4,225,308           4,985,413       4,245,001
                                            --------------        -------------      --------------    ------------
RETAINED EARNINGS,
END OF PERIOD                                   $5,503,286           $4,224,017          $5,503,286      $4,224,017
                                            --------------        -------------      --------------    ------------
                                            --------------        -------------      --------------   -------------
EARNINGS PER SHARE;
 Primary and Fully Diluted                           $0.06                $0.00               $0.12           $0.00
                                            --------------        -------------      --------------    ------------
                                            --------------        -------------      --------------    ------------
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                   FORM 10Q-SB

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>

                                                                             Six Months Ended August 31, 
                                                                       -------------------------------------- 
                                                                               1995            1994       
                                                                          ---------------  --------------- 
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 

   Net Income (Loss)                                                          $ 517,873        $ (20,984) 
   Adjustments to reconcile net income (loss) to net cash flows from 
    operating activities: 
       Depreciation and amortization                                            177,111           158,974 
       Provision for bad debts                                                    6,000             3,000 
       Provision for inventory valuation                                         78,677            42,422 
       Deferred income taxes                                                          0                 0 
       (Increases) decreases in assets: 
           Accounts receivable                                                    6,675         (103,213) 
           Inventories                                                        (259,942)         (395,084) 
           Income taxes receivable                                                    0          (50,923) 
           Prepaid expenses                                                    (29,127)          (42,626) 
       Increases (decreases) in liabilities: 
           Accounts payable                                                   (274,209)            83,241 
           Accrued liabilities and deferred revenue                           (135,892)          (65,877) 
           Accrued income taxes                                                 (9,750)          (69,522) 
                                                                       ----------------   --------------- 
                 
                Net cash flows from operating activities                         77,416         (460,592) 
                                                                       ----------------   --------------- 
CASH FLOWS FROM INVESTING ACTIVITIES: 

   Capital expenditures                                                        (74,014)         (101,130) 
   Investments in other assets                                                (194,822)         (160,195) 
   Purchases of investments held to maturity                                  (730,198)                 0 
   Proceeds from sales of investments                                                 0           217,429 
   Proceeds from maturities of investments                                      738,189                 0 
                                                                       ----------------  ---------------- 
   Net cash flows from investing activities                                   (260,845)          (43,896) 
                                                                       ----------------  ---------------- 
CASH FLOWS FROM FINANCING ACTIVITIES: 

   Proceeds from exercise of stock options                                        9,917            24,070 
   Payments of long-term debt                                                  (54,708)          (51,199) 
                                                                       ----------------  ---------------- 
   Net cash flows from financing activities                                    (44,791)          (27,129) 
                                                                       ----------------  ---------------- 

DECREASE IN CASH AND CASH EQUIVALENTS                                         (228,220)         (531,617) 

CASH AND CASH EQUIVALENTS - Beginning of period                               1,187,388         1,010,329 
                                                                       ----------------  ---------------- 
CASH AND CASH EQUIVALENTS - End of period                                     $ 959,168         $ 478,712 
                                                                       ----------------  ---------------- 
                                                                       ----------------  ---------------- 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: 

   Cash paid during the period for: 


       Interest                                                                $ 35,164          $ 33,191 
                                                                       ----------------  ---------------- 
                                                                       ----------------  ---------------- 
       Income Taxes                                                           $ 251,850         $ 128,100 
                                                                       ----------------  ---------------- 
                                                                       ----------------  ---------------- 
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       5

<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The information  furnished in this report reflects all adjustments  which
    are, in the opinion of  management,  necessary  to a fair  statement  of the
    results for the interim periods. The results of operations for the three and
    six months  ended  August 31,  1995 are not  necessarily  indicative  of the
    results to be expected for the full year. Inventories

2.  INVENTORIES

    Inventories principally consist of components, parts and supplies.

3.  NET INCOME PER SHARE

    Primary earnings per share are based on the weighted average number of
    common and dilutive common equivalent shares outstanding during each
    quarter. The weighted average shares for computing primary earnings per
    share were 4,354,131 and 4,231,430 for the quarters ended August 31, 1995
    and 1994, respectively, and 4,284,691 and 4,229,018 for the six months ended
    August 31,1995 and 1994, respectively.

    Fully diluted earnings per share are based on the weighted average number of
    common and dilutive common equivalent shares calculated at quarter-end
    market prices. The weighted average for computing fully diluted earnings per
    share were 4,361,289 and 4,239,911 for the quarters ended August 31, 1995,
    and 1994, respectively, and 4,310,625 and 4,237,499 for the six months ended
    August 31, 1995 and 1994, respectively.

4.  ACCOUNTING FOR INCOME TAXES

    The Company adopted Statement of Financial Accounting Standards (SFAS) No.
    109, "Accounting for Income Taxes," effective March 1, 1993. This standard
    requires an asset and liability approach of accounting for income taxes.
    Deferred tax assets and liabilities are computed annually for differences
    between financial statement basis and tax basis of assets, liabilities and
    available general business tax credit carry-forwards. A valuation allowance
    is established when necessary to reduce deferred tax assets to the amount
    expected to be realized.


                                       6
<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


           Deferred tax assets and liabilities as of August 31, 1995 are
           comprised of the following:



                    Deferred tax liabilities:
                         Depreciation                  $    76,802
                         Research and Development          123,246
                                                       ------------

                    Total Deferred Tax Liabilities         200,048


                    Deferred tax assets:
                         Accounts Receivable                51,318
                         Inventory                          70,813
                         Vacation                           12,601
                         Warranty                           60,774
                         Other                               4,327
                         Tax credit carry-forwards          11,586
                            Less: current deferred tax-
                                  DISC income deferral     (72,292)
                                                       ------------

                    Total deferred current tax
                      assets - net                         139,442

                    Net deferred tax liability         $    60,606
                                                       ------------
                                                       ------------

5.  MARKETABLE SECURITIES

    Effective March 1, 1994, the company adopted Statement of Financial
    Accounting Standards No.115, "Accounting for Certain Investments in Debt and
    Equity Securities" (SFAS No. 115.)

    As required by SFAS 115, securities are classified into three categories:
    trading, held-to-maturity, and available for sale. Debt securities that the
    Company has the positive intent and ability to hold to maturity are
    classified as held-to-maturity debt securities. The entire Company's
    portfolio of debt securities has been classified as held-to-maturity and are
    stated at cost, with premiums amortized and discounts accreted using the
    simple-interest method.


                                       7
<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


     Investment Securities Held-To-Maturity

The amortized cost, unrealized gains, unrealized losses and estimated fair
values of investment securities are summarized as follows:

<TABLE>
                                                      Gross         Gross         Estimated
                                   Amortized       Unrealized     Unrealized         Fair
                                      Cost            Gains         Losses           Value
                                  ------------    ------------   ------------    ------------
<S>                              <C>                 <C>          <C>           <C>
August 31, 1995
- ----------------
US Government securities          $ 3,347,109          $ 0         $ 6,823       $ 3,340,286


August 31, 1994
- ----------------
US Government securities          $ 4,125,572          $ 0        $ 44,277       $ 4,081,295

</TABLE>

At August 31, 1995, the maturities of marketable securities held to maturity are
as follows:

                                     Amortized         Estimated Fair
                                        Cost                Value
                                   --------------      --------------
Term to Maturity
- ------------------
Due one year or less                $ 1,627,509         $ 1,625,411
Due after one year through
   five years                         1,719,600           1,714,875
                                   --------------      --------------
               Total                $ 3,347,109         $ 3,340,286
                                   --------------      --------------
                                   --------------      --------------


6.  STOCK REPURCHASE

    On June 1, 1995 the Board of Directors of the Company authorized the
    repurchase, from time to time, of up to 100,000 shares of the Company's
    common stock. As of the date of this report, the Company had made no
    repurchases of its common stock.


                                       8
<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

   As of August 31, 1995, Bio-logic Systems Corp., (the "Company") had working
capital of $7,311,008 including $2,586,677 in cash, cash equivalents and
short-term investments. In addition, as of August 31, 1995, the Company has
long-term investments of $1,719,600 in US Government Treasury Notes. The Company
believes its capital and liquidity requirements for the foreseeable future will
be satisfied by available and internally generated funds. To the extent the
Company's capital and liquidity requirements are not satisfied internally, the
Company may utilize a $1,000,000 unsecured bank line of credit, all of which is
currently available. Borrowings under this line will bear interest at the bank's
prime rate.

RESULTS OF OPERATIONS

   Net sales for the three and six month periods ended August 31, 1995 ("1995
three and six months") increased by approximately 32% and 40% to $3,444,762 and
$7,111,749, respectively, as compared to $2,612,127 and $5,065,755 for the three
and six month periods ended August 31, 1994 ("1994 three and six months"),
respectively. Domestic sales increased 42% and 47% for the 1995 three and six
months to $2,515,617 and $5,188,940, respectively, from $1,771,128 and
$3,524,289 for the 1994 three and six months, respectively. These increases
reflect higher net sales in the majority of the Company's product lines,
particularly the CeegraphTM, Navigator(R) and Traveler(R) models.

   Foreign sales for the 1995 three and six months were $929,145 and $1,922,809,
respectively, compared to $840,999 and $1,541,466 for the 1994 three and six
months, respectively, an increase of 10% and 25%, respectively. As a percentage
of net sales, foreign sales contributed 27% for the 1995 three and six months, a
decrease of 5% and 3%, respectively, from comparable 1994 periods.

   Cost of equipment sold as a percentage of net sales decreased to 32% and 34%
in the 1995 three and six months, respectively, compared to 37% for the 1994
three and six months. This decrease in cost of sales is attributable to
increased sales of higher margin products and increased efficiencies in the
manufacturing processes.

   Selling, general and administrative expenses were $1,636,222 and $3,234,996
for the 1995 three and six months, respectively, compared to $1,319,725 and
$2,545,030 for the 1994 three and six months, respectively. As a percentage of
net sales , selling, general and administrative expenses decreased to 47% and
45% for the 1995 three and six months, respectively, from 51% and 50% for the
1994 three and six months, respectively. These increases in the 1995 three and
six months reflect additional sales expenses, such as sales commissions and
travel, plus additional costs associated with expanded sales activities.

   Research and development costs decreased by 1% and 3% to $370,438 and
$746,282 for the 1995 three and six months, respectively, from $375,015 and
$768,532 for the 1994 three and six months, respectively. As a percentage of net
sales, total research and development costs decreased to 11% and 10% for the
1995 three and six months, respectively, compared to 14% and 15% for the 1994
three and six months, respectively. These decreases in the 1995 three and six
months are attributable to the capitalization of approximately $76,400 and
$135,000, respectively, in certain research and development costs associated
with specific identifiable future products.


<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


   The Company had operating income of $326,032 and $705,139 for the 1995 three
and six months, respectively, compared to operating loss of $37,251 and $99,699
for the 1994 three and six months, respectively. Operating profits for the 1995
three and six months were the result of significantly higher net sales and
increased profit margins, which were slightly offset by higher selling, general
and administrative expenses.

   Net interest income decreased to $57,056 from $75,248 for the six month
periods ended August 31, 1995 and 1994, respectively. This decrease reflects
lower investment returns and higher interest rates on long-term debt.

   The income tax provision of $113,100 and $242,100 or 32% of income before
taxes for both the three and six month periods ended August 31, 1995,
respectively, and the income tax benefit of $3,000, for the six month period
ended August 31, 1994 or 13% of loss before income tax benefit differ from the
federal statutory rate of 35% due to the differences between financial statement
basis and tax basis of assets, liabilities and available general business tax
credit carry-forwards.

   The Company had net income of $240,309 and $517,873 or $0.06 and $0.12 per
share for the 1995 three and six months, respectively, compared to net loss of
$1,291 and $20,984 or $0.00 per share for the 1994 three and six months,
respectively, resulting primarily from increased net sales, as previously
discussed.



<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


Part II. OTHER INFORMATION


          Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  The Company's 1995 Annual Meeting of Shareholders (the "1995 Annual
          Meeting") was held on August 25, 1995.

     (b)  The following directors were elected at the 1995 Annual Meeting:

                         Gabriel Raviv, Ph.D.
                         Craig W. Moore

          The following are the other directors of the Company whose term of
          office continued after the 1995 Annual Meeting:

                         Gil Raviv
                         Charles Z. Weingarten, M.D.
                         Albert Milstein
                         Irving Kupferberg

          1.  The following votes were cast in connection with the election of
              directors at the 1995  Annual Meeting:

                                                FOR             WITHHELD

                  Gabriel Raviv, Ph.D.       3,694,200           28,256
                  Craig W. Moore             3,693,203           28,909


          2.  The following votes were cast with respect to the adoption of an
              amendmentto the Company's 1994 Stock Option plan, which increased
              the number of the Company's Common Stock which may be subject to
              options granted to any person in a calendar year to 100,000:

                       FOR                AGAINST                 ABSTAIN

                    3,551,203             151,023                  20,230


<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


                      Item 6. Exhibits and Reports on 8-K

(a)  EXHIBITS

     3.1       Certificate of Incorporation, Certificate of Amendment to
               Certificate of Incorporation, Agreement of Merger and Certificate
               of Merger and By-Laws (1)

     3.2       Certificate of Amendment to Certificate of Incorporation (7)

     10.1      Lease between the Company and Harris Trust & Savings Bank
               dated August 9, 1983 (2)

     10.2      Technology License Agreement between the Company and Neurographic
               Technologies dated August 13, 1984 (3)

     10.3      Real Estate Sale Contract between the Company and First National
               Bank of Lake Forest, as Trustee, dated December 23, 1985 (4)

     10.4      Loan Agreement between the Company and Village of Mundelein,
               Illinois dated as of December 1, 1985 (4)

     10.5      Mortgage and Security Agreement between the Company and Village
               of Mundelein, Illinois dated as of December 1, 1985 (4)

     10.6      Bond Purchase Agreement between the Company and First American
               Bank of Dundee dated as of December 1, 1985 (4)

     10.7      Agreement among Gabriel Raviv, Gil Raviv, Charles Z. Weingarten
               and the Company (5)

     10.8      Employment Agreement between the Company and Gabriel Raviv (5)

     10.9      Employment Agreement between the Company and Gil Raviv (5)

     10.10     Form of Export Property Sale, Commission and Lease Agreement
               between the Company and Bio-logic International Corporation (6)

     10.11     Agreement and General Release between the Company and Gil Raviv
               (9)

     10.12     Letter dated May 2, 1994 from First American Bank to the Company
               (10)

     10.13     Letter of Intent dated June 30, 1994 by and among the Company,
               Luther Medical Products, Inc. and Neuro Diagnostics, Inc. (11)

     10.14     Asset Purchase Agreement dated as of July 1, 1994 by and among
               the Company, NDI Acquisition Corp., Luther Medical Products, Inc.
               and Neuro Diagnostics, Inc. (12)

     21.       Subsidiaries of the Company (8)

     23.       Consent of Independent Auditors (13)

     27.       Financial Data Schedule




<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


- -------------------------


     (1)       Incorporated by reference from the Company's Registration
               Statement on Form S-18 filed on August 7, 1981 (File No.
               2-73587-C).

     (2)       Incorporated by reference from the Company's Report on Form 10-Q
               for the quarter ended August 31, 1983.

     (3)       Incorporated by reference from the Company's Annual Report on
               Form 10-K for the year ended February 28, 1985.

     (4)       Incorporated by reference from the Company's Report on Form 10-Q
               for the quarter ended November 30, 1985.

     (5)       Incorporated by reference from the Company's Registration
               Statement on Form S-1 (File No. 33-5471).

     (6)       Incorporated by reference from the Company's Report on Form 10-Q
               for the quarter ended May 31, 1986.

     (7)       Incorporated by reference from the Company's Annual Report on
               Form 10-K for the Fiscal Year ended February 28, 1987.

     (8)       Incorporated by reference from the Company's Annual Report on
               Form 10-K for the Fiscal Year ended February 28, 1990.

     (9)       Incorporated by reference from the Company's Annual Report on
               Form 10-K for the Fiscal Year ended February 28, 1993.

     (10)      Incorporated by reference from the Company's Annual Report on
               Form 10-K for the Fiscal Year ended February 28, 1994.

     (11)      Incorporated by reference from the Company's Report on Form 10-Q
               for the quarter ended May 31, 1994.

     (12)      Incorporated by reference from the Company's Report on Form 10-Q
               for the quarter ended August 31, 1994.

     (13)      Incorporated by reference from the Company's Annual Report on
               Form 10K-SB for the Fiscal Year ended February 28, 1995.


(b)     The Registrant did not file any reports on Form 8-K during the three
        months ended August 31, 1995.



<PAGE>
                             BIO-LOGIC SYSTEMS CORP
                                  FORM 10-QSB


                                   SIGNATURES


   Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: October 10, 1995                       By: /s/ Gabriel Raviv
                                                 -----------------------
                                                 Gabriel Raviv, President



Date: October 10, 1995                       By: /s/ William K. Roenitz
                                                 -----------------------
                                                 William K. Roenitz,
                                                 Controller and Treasurer





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-22-1996
<PERIOD-END>                               AUG-31-1995
<CASH>                                         959,168
<SECURITIES>                                 3,347,109
<RECEIVABLES>                                3,232,192
<ALLOWANCES>                                   139,098
<INVENTORY>                                  3,077,252
<CURRENT-ASSETS>                             9,016,545
<PP&E>                                       4,309,495
<DEPRECIATION>                               2,357,085
<TOTAL-ASSETS>                              13,552,915
<CURRENT-LIABILITIES>                        1,705,537
<BONDS>                                        864,667
<COMMON>                                        41,579
                                0
                                          0
<OTHER-SE>                                  10,855,464
<TOTAL-LIABILITY-AND-EQUITY>                13,552,915
<SALES>                                      7,111,749
<TOTAL-REVENUES>                             7,111,749
<CGS>                                        2,425,332
<TOTAL-COSTS>                                2,425,332
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 6,000
<INTEREST-EXPENSE>                              33,739
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