AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 17, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICAN MEDICAL ALERT CORP.
(Exact name of registrant as specified in its charter)
New York 11-2571221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------------
3265 Lawson Boulevard
Oceanside, NY 11572
(516) 536-5850
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
-----------------
Howard M. Siegel
Chairman of the Board and Chief Executive Officer
American Medical Alert Corp.
3265 Lawson Boulevard
Oceanside, NY 11572
(516) 536-5850
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
James Alterbaum, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036-8735
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From
time to time after the effective date of this Registration Statement.
(facing page continued on next page)
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[_] If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box.
[X] If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SECURITY(2) PRICE(2) FEE
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Common Stock,
$.01 par value
per share 850,000 shares $3.50 $2,975,000 $1,025.87
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Total 850,000 shares $2,975,000 $1,025.87
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(1) Pursuant to Rule 416(b), there is also covered hereby all additional
securities resulting from anti-dilution adjustments prior to the
completion of the distribution of such registered securities.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of, pursuant to Rule 457(g), the exercise price of the
Warrants.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION DATED June 17, 1996
PROSPECTUS
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850,000 Shares
AMERICAN MEDICAL ALERT CORP.
Common Stock
(par value $.01 per share)
- --------------------------------------------------------------------------------
This Prospectus relates to the offer and sale by American Medical
Alert Corp. (the "Company") of 850,000 shares (the "Common Shares") of Common
Stock, $.01 par value per share ("Common Stock"), of the Company which are
issuable upon the exercise of Warrants to purchase the Common Shares (the
"Warrants"). The Warrants were issued by the Company as part of its public
offering in December 1983 (the "1983 Offering"). In the 1983 Offering, the
Company offered and sold a total of 850,000 Units, each Unit consisting of one
Common Share and one Warrant to purchase one Common Share.
The price at which the Common Shares are purchasable upon exercise of
the Warrants (the "Warrant Price") is $3.50 per Common Share. The Warrants are
exercisable at any time until 5:00 p.m., Eastern Standard Time, on December 27,
1996, or such later date as the Company in its sole discretion may determine
(the "Expiration Date"). The price per Common Share and the number of Common
Shares issuable upon exercise of the Warrants are subject to adjustment in
certain instances. The Company may, except as limited by law or other
agreements, purchase or otherwise acquire the Warrants at such time and for such
consideration as it may determine. In addition, the Warrants may be terminated,
at the option of the Company, upon not less than 90 days written notice to the
holders thereof if the market price of the securities issuable upon exercise of
the Warrants shall exceed $7.00 per share during any 20 consecutive business
days. See "Description of Securities".
AN INVESTMENT IN THE COMPANY'S SECURITIES INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" ON PAGE 3.
Warrants may only be exercised if, at the time of exercise, the
Common Shares are registered (and the Registration Statement of which this
Prospectus forms a part is current) under the Securities Act of 1933, as amended
(the "1933 Act") and registered or qualified for sale under applicable state
securities laws, or the issuance of such Common Shares is exempt from such
registration and/or qualification.
The Company will receive the exercise price of $3.50 for each Warrant
exercised. The Company will bear all expenses in connection with the filing of
the Registration Statement of which this Prospectus forms a part. See "Use of
Proceeds".
(cover page continued on next page)
<PAGE>
A copy of this Prospectus, accompanied by a copy of the Company's
latest Annual Report to Shareholders and Proxy Statement, will be sent to a
Warrantholder prior to the effectiveness of such Warrantholder's election to
exercise Warrants.
The Common Stock of the Company is traded on the Nasdaq under the
symbol AMAC. On June 14, 1996, the closing price of the Common Stock on the
Nasdaq was $2.6875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
June __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations promulgated thereunder, and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661- 2511. Copies of such material may be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995, as amended; and
2. The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.
All documents or reports subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part of this Prospectus from the date of filing
of such document. Any statement contained herein, or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
This Prospectus does not contain all the information set forth in the
Registration Statement (No. 333- ) on Form S-3 (the "Registration Statement") of
which this Prospectus forms a part, including exhibits relating thereto, which
has been filed with the Commission in Washington, D.C. Copies of the
Registration Statement and the exhibits thereto may be obtained, upon payment of
the fee prescribed by the Commission, or may be examined, without charge, at the
office of the Commission.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON (INCLUDING
ANY BENEFICIAL OWNER) TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
INFORMATION THAT HAS BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS (OTHER
THAN EXHIBITS UNLESS SUCH EXHIBITS ARE EXPRESSLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO AMERICAN MEDICAL ALERT CORP.,
3265 LAWSON BOULEVARD, OCEANSIDE, NEW YORK 11572, ATTENTION: MS. CATHY NELSON
(516) 536- 5850.
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<PAGE>
THE COMPANY
The Company is a corporation formed under the laws of the State of
New York in 1981 and is engaged in the business of designing, engineering,
fabricating and marketing computerized Personal Emergency Response Systems
("PERS") using proprietary and commercially available technology. The Company
markets to private-pay clients, institutional customers, long term care
providers, retirement communities, hospitals and government agencies. The
Company's strategy is to capitalize on opportunities created by new federal
policies affecting the delivery of home healthcare services by HMOs and managed
care groups. In order to achieve its goals, the Company has recently agreed to
participate in a study to prove the cost effective benefits of PERS in home
healthcare programs. Additionally, during 1996, the Company expects that it will
finalize plans with a national provider of geriatric services to offer the VOICE
OF HELP(R) Systems through their network of agencies, begin operations at its
recently opened Illinois facility, initiate a direct marketing campaign
targeting consumer sales and launch its Model 700, a more efficient PERS that
will enhance the monitoring activities of a homecare patient.
Several of the systems the Company markets enable PERS to be provided
to a wide range of individuals including; the medically at-risk, isolated and
infirm, elderly, disabled as well as persons receiving home care services and
their families, retirement and college campus sites, security/staff personnel
who maintain health facilities and places of internment. The Company's
monitoring centers are designed to simultaneously process signals from different
systems.
The Company's principal executive office is located at 3265 Lawson
Boulevard, Oceanside, New York 11572 and its telephone number is (516) 536-5850.
RISK FACTORS
Warrantholders should review the entire Prospectus and the
information incorporated herein by reference and carefully consider, among other
things, the following risk factors prior to exercising their Warrants and
purchasing the Common Shares offered hereby.
Certain statements in this Prospectus that are not historical facts
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results of the Company to be materially different from the historical
results or from any results, expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors include, but are not
limited to, the following risks:
HEALTH CARE REFORM. As a result of the escalation of health care
costs and the inability of many individuals and employers to obtain affordable
health insurance, numerous proposals have been or may be introduced in the
United States Congress and state legislatures, and other proposals are being
considered, relating to health care reform. Such proposals have included, among
other things,
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<PAGE>
provision of universal access to health care, reforming the payment methodology
for health care goods and services by both the public (Medicare and Medicaid)
and private sectors, and methods to control or reduce public and private
spending on health care. The ultimate timing or effect such reforms may have on
the Company cannot be predicted and no assurance can be given that any such
reforms will not have a material adverse effect on the Company's revenues and/or
earnings. Short-term cost containment initiatives may vary substantially from
long-term reforms and may impact the Company in different ways.
REGULATORY ENVIRONMENT. There are increasing pressures from many
payor sources to control health care costs. In addition, there are increasing
pressures from public and private payors to limit increases in reimbursement
rates for medical services. The levels of revenues and profitability of the
Company will be subject to the effect of possible reductions in coverage or
payment rates by third-party payors. Such changes could have a material adverse
effect on the business and results of operations of the Company. As a provider
of services under the Medicare and Medicaid programs, the Company is subject to
the federal fraud and abuse and the so-called "Stark" anti-referral laws,
violations of which may result in civil and criminal penalties and exclusion
from participation in the Medicare and Medicaid programs. In addition, several
states have enacted their own statutory analogs of the federal fraud and abuse
and anti-referral laws. The Company at all times attempts to comply with the
applicable federal and state fraud and abuse and anti-referral laws; however
there can be no assurance that administrative or judicial interpretations of
existing statutes or regulations or enactments of new laws or regulations will
not have a material adverse effect on the Company's operations or financial
condition.
Health care is subject to laws and regulations of federal, state and
local governments. The failure to obtain, renew or maintain any of the required
regulatory approvals or licenses could adversely affect the business of the
Company and could prevent it from offering products or services to patients.
COMPETITION. The Company operates in a highly competitive business
environment. Certain of the Company's competitors are larger and have more
extensive manufacturing and marketing capabilities, as well as greater
financial, technological and personnel resources than the Company.
LACK OF DIVIDENDS. The Company has not previously paid any dividends
on its Common Stock and intends, in the foreseeable future, to follow a policy
of retaining all of its earnings to finance the development and expansion of its
business. Accordingly, an investment in the Common Shares may not be suitable
for those investors who anticipate the need for immediate dividend income from
their investment.
TRADEMARKS. The Company considers its trademarks to be an important
element of its marketing program. The Company's trademarks include "VOICE OF
HELP(R)," "THE VOICE OF HELP(R)," "ACCUTROL(R)," "MED PASS(R)," "ROOM MATE(R),"
"VOICECARE(R)," "SYSTEM-one(R)" and "HELPING PEOPLE LIVE BETTER(R)" and are
registered with the United States Patent
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<PAGE>
and Trademark Office. The Company believes that its inability to maintain its
trademarks would have a material adverse impact on its business.
DEPENDENCE UPON KEY MANAGEMENT AND PERSONNEL. The Company is highly
dependent upon certain of its key management personnel. The loss of one or more
of these individuals could have a material adverse impact on the Company. There
can be no assurance that the Company will be able to retain its existing
personnel or attract new employees necessary for the growth of the Company's
operations.
DEPENDENCE ON MAJOR CUSTOMERS. The Company is an approved Medicaid
Provider in the states of New York and Georgia. During the years ended December
31, 1995, 1994 and 1993, the Company had revenues from one contract with a
municipality located in New York which represented 44, 37 and 11 percent of
total revenues, respectively. This contract expires on June 30, 1997 and there
can be no assurance that the Company will be able to renew this contract, or if
it is able to renew this contract that the terms pursuant to which it will be
able to renew this contract will be acceptable to the Company.
The loss of a major customer would have a material adverse impact on
the Company's operations and prospects. Furthermore, government reimbursement
programs are subject to statutory and regulatory changes, retroactive rate
adjustments, administrative rulings and governmental funding restrictions, all
of which may materially increase or decrease the rate of payments to the Company
for its services. There can be no assurance that payments under governmental and
private third-party payor programs will remain at levels comparable to present
levels or will, in the future, be sufficient to cover the costs allocable to
patients eligible for reimbursement pursuant to such programs.
PRICING PRESSURES. Certain proposals by state legislatures and by
Congress to contain health care costs, such as proposals for cutbacks in
Medicare and Medicaid reimbursement levels, governmentally imposed freezes of
prices charged by physicians, hospitals and other health care providers, and
greater state flexibility in the administration of Medicaid, could adversely
affect the Company. A number of states have reduced funding for health care
services or have placed certain limits on reimbursable expenses. There can be no
assurances that additional state legislatures and Congress will not further
reduce funding or impose additional limits on reimbursements, particularly with
respect to expenses to be reimbursed through Medicaid. Such reductions in
funding and limits on reimbursement, if enacted, could have a material adverse
effect on the Company's operating results.
RAPID TECHNOLOGICAL CHANGES. The telecommunications industry, on
which the Company's business is dependent, is subject to rapid and significant
changes in technology. While the Company believes that, for the foreseeable
future, these changes will not materially impact its business, the effect of
technological changes, including changes relating to emerging wireline and
wireless transmission technologies, on the Company's businesses cannot be
predicted.
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<PAGE>
POTENTIAL FUTURE SALES PURSUANT TO RULE 144. Sale of substantial
amounts of Common Stock in the public market could adversely affect the market
price for the Common Shares. 1,382,042 shares of the Company's Common Stock are
held by officers, directors and certain principal shareholders of the Company
and an additional 292,408 shares of the Company's Common Stock will be held by
such persons upon their exercise of currently exercisable stock options. Such
Common Stock may not be freely resold as they are "restricted securities" under
Rule 144, as promulgated by the Commission pursuant to the 1933 Act, as amended,
and the rules and regulations thereunder. Rule 144 provides, in essence, that a
shareholder who is an affiliate of the Company, after holding restricted
securities for a period of two years, may sell them in an unsolicited brokerage
transaction within a three month period in an amount which does not exceed the
greater of 1% of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Non-affiliated
shareholders holding restricted securities for more than three years are not
subject to volume limitations and may sell under Rule 144 unlimited amounts of
Common Stock. The price of the Company's Common Stock might be adversely
affected if a substantial portion of the Common Shares held by affiliates of the
Company are sold pursuant to Rule 144.
USE OF PROCEEDS
The Company will receive $3.50 for each Warrant exercised, or an
aggregate of $2,975,000 if all Warrants are exercised. The proceeds of any and
all Warrants exercised will be used for working capital and general corporate
purposes.
DESCRIPTION OF SECURITIES
DESCRIPTION OF WARRANTS. The following is a summary of certain
provisions contained in a Warrant Agreement (the "Warrant Agreement") dated as
of December 22, 1983, as subsequently amended, between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent, which Warrant
Agreement sets forth all of the terms and provisions of the Warrants. This
summary does not purport to be complete and is qualified in its entirety by the
terms of the Warrant Agreement, a copy of which is filed as an exhibit to the
Registration Statement.
WARRANT PRICE AND TERM. Warrantholders are entitled to purchase one
Common Share for each Warrant held at an exercise price of $3.50 for each Common
Share, subject to certain adjustments described below. Warrants are exercisable
at any time until 5:00 P.M. Eastern Standard Time on December 27, 1996, or such
later date as the Company in its sole discretion may determine.
TRANSFERABILITY. The Warrants are transferable only on the Warrant
Register of the Company maintained at the principal office of the Warrant Agent
in New York, New York, upon delivery thereof duly endorsed by the Warrantholder
or by his duly authorized attorney or representative, or accompanied by proper
evidence of succession, assignment or authority to transfer.
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<PAGE>
EXCHANGE OF WARRANTS. Each Warrant may be exchanged for another
Warrant or Warrants entitling the Warrantholder to purchase a like aggregate
number of Common Shares as the Warrant surrendered then entitled him to
purchase.
PURCHASE OF WARRANTS. The Company has the right, except as limited by
law or other agreement, to purchase or otherwise acquire Warrants at such time
and for such consideration as it may determine.
ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind
of securities purchasable upon the exercise of each Warrant and the Warrant
Price are subject to adjustment from time to time upon the happening of certain
events as follows:
(a) In case the Company shall (i) pay a dividend in Common
Stock or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock into a larger number of shares of Common
Stock, (iii) combine its outstanding Common Stock into a smaller
number of shares of Common Stock, or (iv) issue any shares of capital
stock by reclassification of its Common Stock, the number of shares
of Common Stock purchasable upon exercise of each Warrant immediately
prior thereto shall be adjusted so that the holder of each Warrant
shall be entitled to receive the kind and number of shares of Common
Stock or other securities of the Company which he would have owned or
have been entitled to receive after the happening of any of the
events described above, had such Warrant been exercised immediately
prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this paragraph (a) shall
become effective immediately after the effective date of such event
retroactive to the record date for such event.
(b) Whenever the number of shares of Common Stock
purchasable upon the exercise of each Warrant is adjusted, as
provided, the Warrant Price per share of Common Stock payable upon
exercise of each Warrant shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of shares
of Common Stock purchasable upon the exercise of each Warrant
immediately prior to such adjustment, and of which the denominator
shall be the number of shares of Common Stock so purchasable
immediately thereafter.
NO ADJUSTMENT FOR DIVIDENDS. Except as otherwise provided, no
adjustments in respect of any dividends shall be made during the term of a
Warrant or upon the exercise of a Warrant.
NO RIGHTS AS SHAREHOLDERS. Prior to exercise of the Warrants, the
holders thereof will not be deemed to have any of the rights of shareholders of
the Company.
TERMINATION. The Warrants may be terminated at the option of the
Company, upon not less than 90 days written notice to the holders thereof,
without payment, provided the market price of
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the securities receivable upon exercise of such Warrant exceeds $7.00 per share
during any 20 consecutive business days.
WARRANT AGENT. The Warrant Agent is Continental Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004.
DESCRIPTION OF COMMON STOCK. The Company's authorized capital
consists of 10 million shares of Common Stock. All shares of Common Stock are
entitled to share equally in dividends from sources legally available therefor
when, as and if declared by the Board of Directors, and, upon liquidation or
dissolution of the Company, whether voluntary or involuntary, to share equally
in the assets of the Company available for distribution to shareholders. Each
holder of Common Stock is entitled to one vote per share of Common Stock for all
purposes. The shareholders have no preemptive rights. There is no cumulative
voting, redemption right or right of conversion in existence with respect to the
Common Stock. All outstanding Common Stock is, and all Common Shares to be sold
and issued as contemplated hereby will be, fully-paid and non-assessable by the
Company. The Board of Directors is authorized to issue additional Common Stock
within the limits authorized by the Company's charter and without shareholder
action.
The Transfer Agent for the Company's Common Stock is Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by
Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New
York 10036-8735.
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-KSB (for the year ended December 31,
1995) as of December 31, 1995 and for the year then ended have been audited by
Margolin, Winer & Evens LLP, independent auditors and as to December 31, 1994
and for the two years in the period ended December 31, 1994 by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated by
reference, and have been so incorporated herein in reliance upon such firms'
reports and given upon the authority of such firms as experts in accounting and
auditing.
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS OR A
SUPPLEMENT TO THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY
OTHER PERSON. NEITHER THIS
PROSPECTUS NOR ANY SUPPLEMENT TO
THIS PROSPECTUS CONSTITUTES AN OFFER
TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTIONS
WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS OR A SUPPLEMENT
TO THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THEREOF OR
THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
----------
850,000 Shares
Common Stock
TABLE OF CONTENTS PAGE AMERICAN MEDICAL ALERT CORP.
- ----------------- ----
Available Information........... 2 June , 1996
Information Incorporated by
Reference.................... 2
The Company..................... 3
Risk Factors.................... 3
Use of Proceeds................. 6
Description of Securities....... 6
Legal Matters................... 8
Experts......................... 8
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
It is estimated that the following expenses will be incurred in
connection with the proposed offering hereunder. All of such expenses will be
borne by the Company.
Registration fee - Securities and Exchange
Commission........................................ $ 1,025.87
Legal fees and expenses............................. 10,000.00
Accounting fees and expenses........................ 6,000.00
Miscellaneous....................................... 2,974.13
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Total................................... $20,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against any judgment,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such person acted in good faith, for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The Company's By-Laws provide that each person who is made or
threatened to be made a party in any civil or criminal action or proceeding by
reason of the fact that such person, his or her
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<PAGE>
testator or intestate is or was a director or officer of the Corporation or
serves or served any other entity in any capacity at the request of the
Corporation shall be indemnified to the maximum extent permitted by New York
State law, as amended from time to time.
In addition, the Company has entered into indemnification agreements
with certain officers and directors which provide for indemnification if the
officer or director is made a party to any action by reason of the fact that
such person is a director or officer of the Company. Such agreements protect the
indemnified party against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys fees incurred as a result of any such
action.
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<PAGE>
ITEM 16. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4(a) Articles of Incorporation of the Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the Company's
Registration Statement on Form S-1 Registration Statement - File
No. 2-86862).
*4(b) Amended and Restated By-Laws of Company, as amended May 1, 1996.
4(c) Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company, the Company's transfer agent, with the
Company's form of Warrant Certificate attached thereto.
(Incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-1- File No. 2-86862).
4(d) Amendment, dated December 22, 1988, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1988).
4(e) Amendment, dated October 26, 1990, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1990).
4(f) Amendment, dated November 30, 1994, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(d) to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994).
4(g) Amendment, dated November 20, 1995, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(e) to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995).
*5 Opinion of Parker Chapin Flattau & Klimpl, LLP.
*23(a) Consent of Deloitte & Touche LLP.
*23(b) Consent of Margolin, Winer & Evens LLP.
*23(c) Consent of Parker Chapin Flattau & Klimpl, LLP (included in
Exhibit 5).
24.01 Powers of Attorney of certain officers and directors of the
registrant (included in signature page).
- -----------------
* Filed herewith.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or l5(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being
II-4
<PAGE>
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oceanside, State of New York, on the 14th day of
June, 1996.
AMERICAN MEDICAL ALERT CORP.
By: /S/ HOWARD M. SIEGEL
-----------------------
Howard M. Siegel, Chairman of the
Board and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Howard M. Siegel, his true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 14th day of June, 1996.
SIGNATURE TITLE
/S/ HOWARD M. SIEGEL Chairman of the Board, President and Chief
- ------------------------ Executive Officer (Principal Executive
Howard M. Siegel Officer, Principal Financial Officer and
Principal Accounting Officer) and Director
/S/ WILFRED L. MOSSEY Vice President, Home Care and Director
- ------------------------
Wilfred L. Mossey
II-6
<PAGE>
/S/ PETER BREITSTONE Director
- ------------------------
Peter Breitstone
/S/ ELI S. FELDMAN Director
- ------------------------
Eli S. Feldman
/S/ LEONARD HERZ Director
- ------------------------
Leonard Herz
/S/ MYRON SEGAL Director
- ------------------------
Myron Segal, M.D.
II-7
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description
- ------ -----------
4(a) Articles of Incorporation of the Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the Company's
Registration Statement on Form S-1 Registration Statement - File
No. 2-86862).
*4(b) Amended and Restated By-Laws of Company, as amended May 1, 1996.
4(c) Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company, the Company's transfer agent, with the
Company's form of Warrant Certificate attached thereto.
(Incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-1- File No. 2-86862).
4(d) Amendment, dated December 22, 1988, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1988).
4(e) Amendment, dated October 26, 1990, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1990).
4(f) Amendment, dated November 30, 1994, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(d) to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994).
4(g) Amendment, dated November 20, 1995, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(e) to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995).
*5 Opinion of Parker Chapin Flattau & Klimpl, LLP.
*23(a) Consent of Deloitte & Touche LLP.
*23(b) Consent of Margolin, Winer & Evens LLP.
*23(c) Consent of Parker Chapin Flattau & Klimpl, LLP (included in
Exhibit 5).
24.01 Powers of Attorney of certain officers and directors of the
registrant (included in signature page).
- ------------------------
* Filed herewith.
As of May 1, 1996
AMENDED AND RESTATED
BY-LAWS
-of-
AMERICAN MEDICAL ALERT CORP.
(a New York corporation)
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be in the City of Oceanside in the State of New York.
SECTION 2. OTHER OFFICES. The Corporation may also have offices
at such other places within and without the State of New York as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
SHAREHOLDER MEETINGS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of
the Corporation shall be held at such time and date as may be determined by the
Board of Directors and as shall be designated in the notice of said meeting for
the purpose of electing a Board of Directors and for the transaction of such
other business as may properly be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. A special meeting of shareholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President, the Board of
Directors or any officer of the Corporation instructed by the Board of Directors
to call such a meeting, and shall be called by any officer in the Office of the
President at the request in writing of a majority of the directors. Such request
shall state the purpose or purposes of the proposed meeting.
<PAGE>
SECTION 3. PLACE. Annual meetings and special meetings shall be
held at such place, within or without the State of New York, as the Board of
Directors may, from time to time, fix. Whenever the directors shall fail to fix
such place, the meeting shall be held at such place within the City of Oceanside
as may be designated in the notice of such meeting.
SECTION 4. NOTICE. Notice of all meetings shall be in writing and
shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called and to
which its business will be limited. The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. If the Board of Directors shall amend, repeal or adopt a
by-law regulating an impending election of directors, the notice of the next
meeting of shareholders for the election of directors shall set forth the by-law
so amended, repealed or adopted and shall contain a concise statement of the
changes made. A copy of the notice of any meeting shall be given to each
shareholder entitled thereto, personally or by mail, not fewer than ten days nor
more than fifty days before the date of the meeting, provided, however, that a
copy of such notice may be given by third class mail not fewer than twenty-four
nor more than fifteen days before the date of the meeting. If mailed, such
notice shall be deemed given when deposited in a United States post office or
letter box with postage thereon prepaid, directed to the shareholder at his or
her record address or at such other address for the mailing of notices as he or
she may have furnished in writing to the Secretary. Notice of a meeting need not
be given to any shareholder who attends such meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, or who submits a signed waiver of notice, in person or by proxy,
before or after the meeting.
SECTION 5. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action. If no record date is fixed,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of the business on
the day next preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held, and the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the directors relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this Section 5, such
determination shall apply to any adjournment thereof, unless directors fix a new
record date under this Section 5 for the adjourned meeting.
SECTION 6. ADJOURNED MEETING. No notice need be given of any
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At any adjourned meeting the Corporation may
transact any business which might have been transacted on the original date of
the meeting. If a new record date is fixed for the adjourned
-2-
<PAGE>
meeting, notice of the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to notice of the meeting.
SECTION 7. CONDUCT OF MEETINGS. Meetings of the shareholders
shall be presided over by the Chairman of the Board, or if none is in office or
in the absence of the Chairman of the Board, the President or, in his or her
absence, by a Vice President or, if none of the foregoing is in office and
present, a chairman to be chosen by the shareholders. The Secretary of the
Corporation or, in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an Assistant Secretary is
present, the chairman of the meeting shall appoint a secretary of the meeting.
The order of business at all meetings of the shareholders shall be determined by
the chairman of the meeting.
SECTION 8. APPOINTMENT OF INSPECTORS. The Board of Directors, in
advance of any meeting, may appoint one or more inspectors, who need not be
shareholders, to act at the meeting or any adjournment thereof. If inspectors
are not so appointed, the chairman of the meeting may, but need not, appoint one
or more inspectors. In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made at the
meeting by the chairman thereof. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the chairman of the meeting or any shareholder entitled to vote
thereat, the inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.
SECTION 9. LIST OF SHAREHOLDERS. A list of the shareholders
entitled to vote at any meeting of shareholders as of the record date for the
determination thereof, certified by the Secretary or by the transfer agent or
agents for the Corporation, shall be produced at such meeting upon the request
of any shareholder made at or prior to such meeting.
SECTION 10. QUORUM. Except as otherwise provided by statute or by
the Certificate of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of the Corporation
entitled to vote thereat shall constitute a quorum at a meeting of shareholders
for the transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders. The
shareholders present may adjourn the meeting despite the absence of a quorum.
SECTION 11. PROXIES. Any shareholder may authorize another person
or persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his or her attorney-in-fact.
-3-
<PAGE>
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
statute.
SECTION 12. VOTING. Except as otherwise provided by statute or by
the Certificate of Incorporation, each holder of record of shares of the
Corporation having voting rights shall be entitled at each meeting of
shareholders to one vote for each share of the Corporation standing in his name
on the records of the Corporation on the date fixed as the record date for the
determination of the shareholders entitled to notice of and to vote at such
meeting. Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action other than the election of directors to be
taken by vote of the shareholders shall be authorized by a majority of the votes
cast at a meeting of shareholders by the holders of shares present, in person or
by proxy, and entitled to vote on such action. Directors shall be elected as
provided in Section 2 of Article III. Unless required by statute or determined
by the chairman of the meeting to be advisable, no vote need be by ballot, but
in case of a vote by ballot, each ballot shall be signed by the voting
shareholder or his proxy and shall state the number of shares voted.
SECTION 13. ACTION WITHOUT A MEETING. Whenever the shareholders
are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all shares entitled to vote thereon.
ARTICLE III
DIRECTORS
SECTION 1. POWERS, QUALIFICATIONS AND NUMBER. The property,
affairs and business of the Corporation shall be managed under the direction of
its Board of Directors, which may exercise all such authority and powers of the
Corporation and do all such lawful acts and things as are not by statute or the
Certificate of Incorporation directed or required to be exercised or done by the
shareholders. Each director shall be at least eighteen years of age, but need
not be a shareholder, a citizen of the United States or a resident of the State
of New York. The number of directors constituting the Board of Directors shall
be two unless changed as provided below, and in any event shall be at least two,
except that where all the issued and outstanding shares of the Corporation are
owned beneficially and of record by fewer than two shareholders, the number of
directors may be less than two but not less than the number of such
shareholders. Subject to the foregoing limitation, the number of directors may
be increased or decreased at any time and from time to time by a resolution of
the Board of Directors adopted by a majority of the directors which the
Corporation would have if there were no vacancies, provided that no decrease
shall become effective until the next annual meeting of shareholders if its
effectiveness would shorten the term of any incumbent director.
-4-
<PAGE>
SECTION 2. ELECTION, TERM AND VACANCIES. Except as otherwise
provided by statute or by the Certificate of Incorporation, directors shall be
elected at each annual meeting of shareholders by a plurality of the votes cast
thereat by the holders of shares present, in person or by proxy, and entitled to
vote in the election; such directors, and directors who are elected in the
interim prior to such a meeting to fill newly-created directorships, shall hold
office until the next annual meeting of shareholders and until their successors
have been elected and qualified. In the interim prior to a meeting of
shareholders for the election of directors, newly-created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote of a
majority of the directors then in office, although less than a quorum exists.
SECTION 3. RESIGNATION AND REMOVAL. Any director may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Office of the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if no time is specified, immediately
upon receipt; unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any or all of the
directors may be removed for cause or without cause by the shareholders at a
special meeting therefor and, except as otherwise pro vided by statute or by the
Certificate of Incorporation, may be removed for cause by the Board of
Directors.
SECTION 4. COMMITTEES. Whenever there shall be more than three
directors, the Board of Directors may, by resolution adopted by a majority of
the directors which the Corporation would have if there were no vacancies,
designate from among its members three or more directors to constitute
committees, which committees, to the extent conferred by the resolutions
designating such committees and except as otherwise provided by statute, shall
have and may exercise the authority of the Board of Directors. Unless the Board
of Directors shall provide otherwise, a majority of the members of any such
committee may fix the time and place of its meetings and determine its action.
The Board of Directors shall have the power at any time to fill vacancies in,
change the membership of or dissolve any such committee. Nothing herein shall be
deemed to prevent the Board of Directors from appointing committees consisting
in whole or in part of persons who are not directors of the Corporation,
provided, however, that no such committee shall have or may exercise any
authority of the Board of Directors.
SECTION 5. COMPENSATION OF DIRECTORS. The Board of Directors
shall have authority to fix the compensation of directors for services to the
Corporation in any capacity, including a fixed sum and reimbursement of expenses
for attendance at meetings of the Board of Directors and committees thereof.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation, its subsidiaries or affiliates in any capacity and
receiving compensation therefor.
-5-
<PAGE>
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. PLACE, TIME, CALL AND NOTICE. Meetings of the Board of
Directors shall be held at such time and at such place, within or without the
State of New York, as the Board of Directors may from time to time fix or as
shall be specified in the notice of any such meeting, except that the first
meeting of a newly-elected Board of Directors for the election or appointment of
officers and the transaction of other business shall be held as soon after its
election as the directors may conveniently assemble and, if possible, at the
place at which the annual meeting of shareholders which elected them was held.
No call or notice shall be required for regular or stated meetings for which the
time and place have been fixed, and no notice shall be required for any first
meeting of a newly-elected Board of Directors which is held immediately
following an annual meeting of shareholders at the same place as such meeting.
If any day fixed for a regular or stated meeting shall be a legal holiday at the
place where the meeting is to be held, such meeting shall be held at the
scheduled hour on the next business day not a legal holiday. Special meetings
may be called by or at the direction of the President or a majority of the
directors of the Corporation. Notice of the time and place of special meetings
and of any first meeting of a newly-elected Board of Directors which is not held
immediately following an annual meeting of shareholders at the same place as
such meeting shall be given by the Secretary to each director (a) by mail,
depositing such notice, in a sealed wrapper addressed to such director, in a
United States Postal Service post office or letter box, with first-class postage
thereon prepaid, at least 72 hours before the time at which such meeting is to
be held, (b) by the "express mail" service of the United States Postal Service,
depositing such notice, in a sealed "express mail" envelope addressed to such
director, in a United States Postal Service post office or "express mail" letter
box, with "express mail" postage prepaid, or by depositing such notice in a
sealed envelope addressed to such director for delivery with another overnight
courier service, in either such case at least 48 hours before the time at which
such meeting is to be held or (c) by telegraph, telecopier, cable or wireless
addressed to such director, delivery to him personally or by telephone or any
other method of communication by which such director shall actually receive such
notice, at least 24 hours before the time at which such meeting is to be held.
The notice of any meeting need not specify the purpose thereof. Any requirement
of furnishing a notice shall be waived by any director who submits a signed
waiver of notice before or after the meeting or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
SECTION 2. QUORUM AND ACTION. A majority of the directors which
the Corporation would have if there were no vacancies shall constitute a quorum,
except that when a vacancy or vacancies prevent such a majority, a majority of
the directors then in office shall constitute a quorum, provided such majority
shall constitute at least one-third of the directors which the Corporation would
have if there were no vacancies. A majority of the directors present, whether or
not a quorum, may adjourn a meeting to another time and place. Notice of any
such adjournment shall be given to any directors who were not present and,
unless announced at the meeting, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting originally scheduled. Except as otherwise
-6-
<PAGE>
provided herein or by statute, the vote of a majority of the directors present
at the time of the vote, a quorum being present at such time, shall be the act
of the Board of Directors.
SECTION 3. CONDUCT OF MEETINGS. The Chairman of the Board, if
present, shall preside at all meetings. Otherwise, the President, if a director
and present (if more than one, as chosen by the Board of Directors), or, if
neither of the foregoing is present, any other director chosen by the Board of
Directors, shall preside. The Secretary of the Corporation, if a director and
present, shall act as secretary of the meeting and keep the minutes thereof.
Otherwise, a director appointed by the chairman of the meeting shall act as
secretary and keep the minutes thereof.
SECTION 4. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee
consent in writing to the adoption of a resolution authorizing the action and
the written consent thereto by the members of the Board of Directors or the
committee shall be filed with the minutes of the proceedings of the Board of
Directors or committee.
SECTION 5. ACTION BY CONFERENCE CALL. Any one or more members of
the Board of Directors of the Corporation or of any committee thereof may
participate in a meeting of the Board of Directors or of any such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at the meeting.
ARTICLE V
OFFICERS
SECTION 1. NUMBER, ELECTION AND VACANCIES. The Board of Directors
at its first meeting after the election of directors in each year shall elect or
appoint a President and a Secretary and may at any time and from time to time
elect or appoint a Chairman of the Board, one or more Vice Presidents (one or
more of which may be designated by the Board of Directors as Executive or Senior
Vice Presidents), a Controller, one or more Assistant Vice Presidents, Assistant
Secretaries, and Assistant Controllers and such other officers, agents and
employees as it may deem desirable. Any two or more offices may be held by the
same person, except the offices of President and Secretary, unless all the
issued and outstanding shares of the Corporation are owned by one person, in
which case such person may hold all or any combination of offices. The election
or appointment of an officer shall not of itself create any contract rights. A
vacancy in any office may be filled for the unexpired term by the Board of
Directors at any meeting.
SECTION 2. TERM OF OFFICE, RESIGNATION AND REMOVAL. Unless
otherwise prescribed by the Board of Directors, each officer of the Corporation
shall hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor has been elected and
qualified. Any officer may resign at any time by giving written notice
-7-
<PAGE>
of his or her resignation to the Board of Directors, the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if no time is specified, immediately upon receipt; unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Notwithstanding anything in the foregoing to the contrary,
any officer may be removed at any time by the Board of Directors with cause or
without cause.
SECTION 3. SECURITY. The Board of Directors may require any
officer, agent or employee of the Corporation to post a bond or give other
security for the faithful performance of his or her duties.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall, if present, preside at all meetings of the Board of Directors and
shall have such other powers and duties as the Board of Directors may from time
to time assign to him or her.
SECTION 5. PRESIDENT. The President shall be the chief executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall direct the business and affairs of the Corporation. The
President, if a director, shall be an ex officio member of all committees of the
Board of Directors and, if present, one of such officers, as designated by the
Board of Directors, shall preside at each meeting of the shareholders.
SECTION 6. VICE PRESIDENTS. Each Vice President shall have such
designation and seniority as the Board of Directors may determine and such
powers and duties as the Board of Directors or, subject to the control of the
Board of Directors, the Office of the President may from time to time assign to
him or her.
SECTION 7. SECRETARY. The Secretary shall, if present, act as the
secretary of, and keep the minutes of, all meetings of the shareholders and, if
a director, of the Board of Directors, and shall be responsible for the giving
of notice of all meetings of the shareholders and of the Board of Directors. He
or she shall be custodian of the seal of the Corporation, which he or she shall
affix to any instrument requiring it whose execution has been authorized, and of
the corporate records (except accounting records), and shall have such other
powers and duties as generally pertain to the office and as the Board of
Directors or, subject to the control of the Board of Directors, the President
may from time to time assign to him or her.
SECTION 8. OTHER OFFICERS; ABSENCE AND DISABILITY. The other
officers of the Corporation shall have such powers and duties as generally
pertain to their respective offices and as the Board of Directors or, subject to
the control of the Board of Directors, the President may from time to time
assign to them. The Assistant Vice Presidents, the Assistant Secretaries, and
the Assistant Controllers, if any, shall, in the order of their respective
seniorities, in case of the absence or disability of a Vice President, the
Secretary, or the Controller, respectively, perform the duties of such officer
and have such powers and other duties as the Board of Directors or the President
may from time to time prescribe. In case of the absence or disability of any
officer of the Corporation and of any person herein authorized to act in his or
her place, the Board of Directors may from time to
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<PAGE>
time delegate the powers and duties of such officer to any other officer or any
other person whom it may select.
SECTION 9. COMPENSATION OF OFFICERS. The Board of Directors shall
have authority to fix the salary and other compensation, if any, of any officer
of the Corporation or to appoint a committee for such purpose. Nothing herein
contained shall be construed to preclude any officer from receiving a salary or
other compensation by reason of the fact that he is also a director of the
Corporation.
ARTICLE VI
INDEMNIFICATION
Each person who is made or threatened to be made a party in any
civil or criminal action or proceeding by reason of the fact that he or she, his
or her testator or intestate is or was a director or officer of the Corporation
or serves or served any other entity in any capacity at the request of the
Corporation shall be indemnified by the Corporation to the maximum extent
permitted by statute as amended from time to time.
ARTICLE VII
BOOKS AND RECORDS; BANK ACCOUNTS
SECTION 1. BOOKS AND RECORDS. The Corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of the shareholders, of the Board of Directors and of any committee
which the directors may appoint, and shall keep at the office of the Corporation
in the State of New York or at the office of its transfer agent or registrar, if
any, in such state, a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof. The person in whose name
shares stand in such record shall be deemed the owner thereof for all purposes
as regards the Corporation. Any of the foregoing books, minutes or records may
be in written form or in any other form capable of being converted into written
form within a reasonable time.
SECTION 2. BANK ACCOUNTS. The Board of Directors may from time to
time authorize the opening and maintenance of general and special bank accounts
with such banks, trust companies or other depositaries as the Board of Directors
may designate or as may be designated by any officers of the Corporation to whom
such power of designation may from time to time be delegated by the Board of
Directors. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these ByLaws, as it may deem expedient.
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<PAGE>
ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES REPRESENTING SHARES. Shares of the
Corporation shall be represented by certificates, in such form as shall from
time to time be approved by the Board of Directors, which certificates shall be
signed in the name of the Corporation by the Chairman of the Board, President or
a Vice President and by the Secretary or an Assistant Secretary and sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate shall be issued, it may nevertheless be
issued by the Corporation with the same effect as if such officer were still in
office at the date of its issue.
SECTION 2. SHARE TRANSFERS. Transfers of shares of the
Corporation shall be made on the share records of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer agent or transfer clerk appointed as provided in Section 4 of this
Article, upon surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon, together with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require, and upon compliance with any provisions restricting the
transferability of such shares. The Board of Directors may from time to time
make such additional rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the Corporation.
SECTION 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. No
certificate for shares of the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft as the Board of Directors
may require and, in the case of lost or stolen certificates, on delivery to the
Corporation, if the Board of Directors shall so require, of a bond of indemnity
in such form and amount and secured by such surety as the Board of Directors may
in its discretion require. The Board of Directors shall have the right from time
to time to prescribe such rules and procedures as it shall deem advisable with
respect to lost, stolen, destroyed or mutilated certificates and the issuance of
new certificates in place thereof.
SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors
may appoint one or more transfer clerks or one or more transfer agents and one
or more registrars, whose respective duties shall be defined by the Board of
Directors. The duties of transfer agent and registrar may be combined. No
certificate for shares shall be valid unless countersigned by a transfer agent,
if the Corporation has a transfer agent, or by a registrar, if the Corporation
has a registrar. The signature of a transfer agent may be a facsimile.
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<PAGE>
ARTICLE IX
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe. The corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be such fiscal year as
the Board of Directors may from time to time fix.
ARTICLE XI
VOTING OF SHARES IN OTHER CORPORATIONS
Shares in other corporations which are held by the Corporation
may be voted by the President or a Vice President of the Corporation, or by a
proxy or proxies appointed by one of them, provided, however, that the Board of
Directors may in its discretion appoint some other person to vote such shares.
ARTICLE XII
AMENDMENT OF BY-LAWS
In addition to the right of shareholders to amend, alter, change,
add to or repeal these By-Laws, the Board of Directors may also amend, alter,
change, add to or repeal these By-Laws, provided that such amendments are not
inconsistent with the By-Laws adopted by the shareholders, and provided further
that if any By-Law regulating an impending election of directors is adopted or
amended or repealed by the Board, there shall be set forth in the notice of the
next shareholders meeting for the election of directors the By-Law so adopted or
amended or repealed, together with a concise statement of the changes made.
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Exhibit 5
PARKER CHAPIN FLATTAU & KLIMPL, LLP
COUNSELLORS AT LAW
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036-8735
(212) 704-6000 175 GREAT NECK ROAD
CABLE LAWPARK GREAT NECK, NY 11021
FAX (212) 704-6288 (516) 482-4422
TELEX 640347 FAX (516) 482-4469
WRITER'S DIRECT DIAL NUMBER
June 13, 1996
American Medical Alert Corp.
3265 Lawson Boulevard
Oceanside, New York 11572
Gentlemen:
We have acted as counsel to American Medical Alert Corp. (the
"Registrant") in connection with its Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to 850,000 shares of Common Stock, par value $.01 per share,
of the Registrant (the "Shares") issuable upon the exercise of warrants (the
"Warrants") issued by the Registrant as part of its public offering in December
1983.
In connection with the foregoing, we have examined, among other
things, the Warrant Agreement, dated as of December 22, 1983 between the
Registrant and Continental Stock Transfer & Trust Company and the subsequent
amendments thereto (collectively, the "Warrant Agreement"), the Registration
Statement and originals or copies, satisfactory to us, of all such corporate
records and of all such agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on statements by of public officials
and certificates, oaths and declarations of officers or other representatives of
the Registrant.e
Based upon and subject to the foregoing, we are of the opinion that
the Shares to be issued pursuant to the exercise of the Warrants will be, when
issued pursuant to the provisions of the Warrants and the Warrant Agreement,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
Parker Chapin Flattau & Klimpl, LLP
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Medical Alert Corp. on Form S-3 of our report dated March 3, 1995,
appearing in the Annual Report on Form 10-KSB of American Medical Alert Corp.
for the year ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
June 11, 1996
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
American Medical Alert Corp. on Form S-3 of our report dated February 23, 1996,
appearing in the Annual Report on Form 10-KSB of American Medical Alert Corp.
for the year ended December 31, 1995 and to the reference to our firm under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Margolin, Winer & Evens LLP
Margolin, Winer & Evens LLP
Garden City, New York
June 10, 1996
