U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-8635
AMERICAN MEDICAL ALERT CORP.
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(Name of Small Business Issuer in Its Charter)
NEW YORK 11-257122
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3265 LAWSON BOULEVARD, OCEANSIDE, NEW YORK 11572
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(Address of Principal Executive Offices) (Zip Code)
(516) 536-5850
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PER SHARE
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(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
The issuer's revenues for its most recent fiscal year: $6,177,302.
The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of March 26, 1996, was $10,412,658, computed by reference
to the average closing bid and asked prices of such stock as reported on the
Nasdaq on that date.
The aggregate number of shares of Common Stock outstanding as of March 26, 1996:
5,708,801
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
Howard M. Siegel 62 Chairman of the Board, President,
Chief Executive Officer and Chief
Financial Officer and Director
Wilfred L. Mossey 59 Vice President, Homecare and
Director
Myron Segal, M.D., F.A.C.S. 72 Director
Leonard Herz 64 Director
Peter Breitstone 42 Director
Eli S. Feldman 56 Director
OTHER SIGNIFICANT OFFICERS
OF THE COMPANY
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John Lesher 41 Vice President, Engineering
John Rogers 49 Vice President, Operations and
Secretary
Howard M. Siegel has been the Company's Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer and a Director for more than
the past five years.
Wilfred L. Mossey was the Company's Executive Vice President and Secretary
from April 1984 to July 1993 and a Director since December 1987. He became Vice
President, Homecare in July 1993 and has served in such capacity since.
Myron Segal, M.D., F.A.C.S. has been a director of, and consultant to,
the Company since October 1983. Effective May 2, 1994, Dr. Segal became the
Company's Director of Medical Services. Prior to his retirement in 1995, Dr.
Segal was Associate Medical Director of New York Blue Cross and Blue Shield and
served as an Advisor to the Federal Medical Program. He is a former Associate
Professor of
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Cardiac Surgery at the University of Miami, Florida and is a fellow of the
American College of Surgeons, The American College of Chest Physicians and The
American College of Cardiology.
Leonard Herz has been a director of the Company since June 1993. He
has been the President of Leonard Herz and Associates, a financial consulting
firm since 1982. Leonard Herz and Associates is located in Denver, Colorado. Mr.
Herz is a certified public accountant.
Peter Breitstone has been a director of the Company since March 1994.
He has been the President of Breitstone & Co., Ltd., an insurance brokerage and
consulting firm located in Cedarhurst, New York, since December 1989. From 1987
to December 1989 Mr. Breitstone was Vice President of Breitstone & Co., Ltd. He
is also the President of Shinecock Insurance Ltd., a company providing
reinsurance. He has served in such capacity since December 1987. Mr. Breitstone
has also been a practicing attorney in New York for a period in excess of five
years.
Eli S. Feldman has been a director of the Company since April 1996. He
has been the Executive Vice President and Chief Executive Officer of
Metropolitan Jewish Health Systems, a not-for-profit corporation of
participating health care service entities for a period in excess of five years.
John Lesher was elected Vice President, Engineering by the Company in
March 1991. Prior thereto and from 1989, Mr. Lesher served as a senior engineer
at the Company's former Bristol, PA facility. From May 1984 to November 1988,
Mr. Lesher served as the Operations and Manufacturing Director of Advanced
Graphic Systems, Inc. (a subsidiary of Automation and Printing International
Technology, Inc.), a company engaged in the sale and marketing of computerized
printing equipment.
John Rogers joined the Company in July 1984. He has served in a
variety of capacities and was appointed to be Vice President, Operations in July
1993. Additionally, he has been the Secretary since July 1993.
Directors are elected at each annual meeting of shareholders and serve
until the next annual meeting of shareholders and until their successors have
been elected and qualified. Officers serve at the discretion of the Board of
Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission and furnish
copies of those reports to the Company. Based solely on a review of the copies
of the reports furnished to the Company to date, or written representations that
no reports were required, the Company believes that all filing requirements
applicable to such persons were complied with, except that during 1994, Dr.
Myron Segal failed to timely file one report with respect to stock option grants
during that year.
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ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual
and long-term compensation of the Company's chief executive officer and the
highest paid executive officer of the Company other than the chief executive
officer (together, the "Named Executive Officers"), for services in all
capacities to the Company and its subsidiaries during the Company's 1993, 1994
and 1995 fiscal years:
Name and Long-Term
Principal Annual Compensation Compensation
Position Year Salary Bonus Options(#)
- ------------- ---- ------ ----- ------------
Howard M. Siegel 1995 $134,038 $30,441 6,106
Chairman of the 1994 120,192 28,200 152,572
Board, President, 1993 107,788 ---- 5,000
Chief Executive
Officer and Chief
Financial Officer
Wilfred L. Mossey 1995 $80,914 $7,610(1) 3,910
Vice President, 1994 75,000 6,600(1) 9,215
Homecare 1993 75,000 6,600(1) 33,678
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(1) Automobile allowance.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options
granted during the Company's 1995 fiscal year to the Named Executive Officers.
All such options were granted under the 1991 Plan.
Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
- ----- --------- ------------ --------- ------------
Howard M. Siegel 3,178(1) 3.8% $2.8875 January 3, 2000
2,928(2) 3.5% $3.4375 July 4, 2000
Wilfred L. Mossey 2,035(1) 2.4% $2.625 January 3, 2000
1,875(2) 2.2% $3.125 July 4, 2000
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(1) These options were granted on January 4, 1995.
(2) These options were granted on July 5, 1995.
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OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
No options were exercised during the Company's fiscal year ended
December 31, 1995 by either of the Named Executive Officers. The following table
contains information concerning the number and value, at December 29, 1995, of
unexercised in-the-money options held by the Named Executive Officers.
Value of
Number of Unexercised
Unexercised in-the-Money
Options Held Options Held
at Fiscal at Fiscal
Year-End Year-End
(Exercisable/ (Exercisable/
NAME UNEXERCISABLE) UNEXERCISABLE)(1)
- -------------- -------------- -----------------
Howard M. Siegel 412,196/0 $445,573/0
Wilfred L. Mossey 50,866/0 $ 9,938/0
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(1) Value is based on the closing bid price for the Common Stock on the
National Association of Securities Dealers Automated Quotation
System on December 29, 1995, the last trading day of the Company's
1995 fiscal year, minus the respective exercise prices.
STOCK OPTION PLANS
Until 1994 the Company had in effect two stock option plans. The
Incentive Stock Option Plan ("1984 Plan") was approved by the Company's Board of
Directors and shareholders in 1984 and an amendment to the 1984 Plan was adopted
by the Board of Directors in February 1991 and approved by the Company's
shareholders in February 1992. The maximum number of shares that were issuable
under the 1984 Plan was 500,000. The 1991 Stock Option Plan ("1991 Plan") was
adopted by the Board of Directors in December 1991 and approved by the Company's
shareholders in February 1992 and an amendment to the 1991 Plan was adopted by
the Board of Directors in February 1994 and approved by the Company's
shareholders in August 1994. The maximum number of shares that may be issued
under the 1991 Plan is 750,000. The 1984 Plan provided for and the 1991 Plan
provides for the granting of incentive stock options (within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended) to employees of
the Company and non-qualified stock options to nonemployee directors,
consultants and advisors of the Company. The 1984 Plan did not provide for and
the 1991 Plan does not provide for the granting of stock appreciation rights.
Except with respect to formula grants, pursuant to the 1991 Plan,
the exercise price of an incentive stock option granted under the 1991 Plan is
determined by the Stock Option Committee but may not be less than the fair
market value (as defined) per share of the Company's Common Stock on the date
such option is granted; provided that the exercise price per share for such
options granted to a holder of in excess of 10% of the Company's Common Stock
may not be less than 110% of such fair market value. The exercise price of a
non-qualified stock option granted under the 1991 Plan is determined by the
Stock Option Committee. The term of each option granted
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may not be for more than ten years from the date the option is granted; provided
that the term for options granted to a holder of in excess of 10% of the
Company's Common Stock may not be for more than five years from such date.
COMPENSATION OF DIRECTORS
Pursuant to the terms of the Company's 1991 Plan, each director of
the Company receives formula grants of stock options under the 1991 Plan. The
grants are made on the first Wednesday of the month following the end of each
two consecutive fiscal quarters of the Company, or if such day is a holiday, the
next succeeding business day. For each director who is an employee of the
Company, the number of shares subject to each such grant is equal to five
percent of the dollar amount of the director's aggregate salary during the two
fiscal quarters immediately preceding the date of grant. For each director who
is not an employee of the Company, the number of shares subject to each such
grant is equal to 2,500. As formula grants under the 1991 Plan, the foregoing
grants of options to directors are not subject to the determinations of the
Board of Directors or the Stock Option Committee. In addition, each non-employee
director receives $500 for each meeting of the Board of Directors attended.
EMPLOYMENT AGREEMENT
The Company and Howard M. Siegel are parties to an Employment
Agreement ("Agreement"), effective as of June 24, 1993, which expires on
December 31, 1996. Under the terms of the Agreement, pursuant to which Mr.
Siegel serves as the Company's Chairman of the Board, President and Chief
Executive Officer, Mr. Siegel is paid an annual salary of $115,000 for the first
year of employment, $125,000 for the second year of employment and $150,000 for
the remainder of the employment term.
In the event of his death during the term of the Agreement, Mr.
Siegel's estate or such other person as he shall designate shall be entitled to
receive his base pay for a period of one year from the date of his death. In the
event that Mr. Siegel should become disabled and be unable to perform his duties
for a period of 12 consecutive months, the Company may terminate the Agreement
after the expiration of such period. Prior to such termination, however, Mr.
Siegel shall be entitled to receive the base pay and additional compensation.
Mr. Siegel has agreed that for the term of the Agreement and for
18 months after he ceases being an employee of the Company he will not directly
or indirectly engage in any activity in the United States that is, directly or
indirectly, competitive with the business conducted by the Company. Mr. Siegel
has also agreed that he will not use or disclose to any third person any trade
secrets or confidential information of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the ownership of
shares of the Company's Common Stock, as of April 25, 1996, with respect to (a)
holders known to the Company to beneficially own more than five percent of the
outstanding Common Stock of the Company, (b) each director of the Company, (c)
each executive officer named in the Summary Compensation Table
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under the caption "Executive Compensation" above and (d) all directors and
executive officers of the Company as a group. The Company understands that,
except as noted below, each beneficial owner has sole voting and investment
power with respect to all shares attributable to such owner.
Name and Address Amount and Nature of Percent of
Of Beneficial Owner Beneficial Ownership Class(1)
Howard M. Siegel(2)........... 1,404,321(3) 23.7%
Wilfred L. Mossey(2).......... 185,429(4) 3.2%
Myron Segal, M.D.(2).......... 72,500(5) 1.3%
Leonard Herz.................. 52,000(6) *
254 Garfield Street
Denver, Colorado 80206
Peter Breitstone.............. 10,000(7) *
534 Willow Avenue
Cedarhurst, NY 11516
Eli S. Feldman................ --- *
c/o Metropolitan Jewish Health System
6323 Seventh Avenue
Brooklyn, NY 11220
All directors and executive
officers as a group
(6 persons)................. 1,724,250(8) 28.6%
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(1) Asterisk indicates less than 1%. Shares subject to options are
considered outstanding only for the purpose of computing the
percentage of outstanding Common Stock which would be owned by the
optionee if the options were so exercised, but (except for the
calculation of beneficial ownership by all directors and executive
officers as a group) are not considered outstanding for the purpose
of computing the percentage of outstanding Common Stock owned by
any other person.
(2) The business address of each of Messrs. Siegel, Mossey and Dr.
Segal is 3265 Lawson Boulevard, Oceanside, New York 11572.
(3) Includes 173,991 shares subject to currently exercisable stock
options, 19,300 shares held by Mr. Siegel as custodian for his
son and 5,000 shares owned by Mr. Siegel's wife. Mr. Siegel
disclaims beneficial ownership of the shares owned by his wife.
(4) Includes 53,417 shares subject to currently exercisable stock
options and 1,000 shares owned by Mr. Mossey's minor child.
(5) Includes 20,000 shares subject to currently exercisable stock
options.
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(6) Includes 15,000 shares subject to currently exercisable stock
options and 20,000 shares subject to currently exercisable warrants.
(7) Includes 10,000 shares subject to currently exercisable stock
options.
(8) Includes shares indicated in notes (3), (4), (5), (6) and (7).
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's executive offices and primary monitoring center are
located in a 5,600 square foot facility at 3265 Lawson Boulevard, Oceanside, New
York. The Company leases this space and the adjoining 8,000 square foot parking
lot from Howard M. Siegel pursuant to a five-year lease which expires on
December 31, 1999. The lease provides for a current base annual rent of
approximately $74,600, plus certain operating expenses, subject to a 5% annual
increase. The Company believes that the terms of this lease are as favorable as
could be obtained from an unaffiliated third party.
The Company purchases insurance through Breitstone & Co., Ltd.,
an insurance brokerage and consulting firm which is owned by Mr. Peter
Breitstone. The annual premiums currently paid by the Company on these policies
to the various insurance carriers is approximately $155,400. The annual
commission currently earned by Breitstone & Co., Ltd. is approximately $15,000
The Company believes that the premiums paid to the various insurance carriers
are competitive and the commissions paid to Breitstone & Co., Ltd. are customary
in the insurance industry.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN MEDICAL ALERT CORP.
April 26, 1996 BY: /S/ HOWARD M. SIEGEL
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Howard M. Siegel
Chairman of the Board and President
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer)
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