As filed with the Securities and Exchange Commission on April 8, 1998
Registration No. 333-6159
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
To
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
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From
time to time after the effective date of this Registration Statement.
<PAGE>
SUBJECT TO COMPLETION DATED APRIL 8, 1998
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
share of Common Stock and one Warrant to purchase one share of Common Stock.
The price at which the Common Shares are purchasable upon exercise of
the Warrants (the "Warrant Price") is $3.50 per share. The Warrants are
exercisable at any time until 5:00 p.m., Eastern Standard Time, on December 26,
1998, 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 shares of
Common Stock 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 4.
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 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 April 7, 1998, the closing price of the Common Stock on the
Nasdaq was $2.75 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.
----------------------
________, 1998
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<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. 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. 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, 1997;
2. The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1997.
3. The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 1997; and
4. The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1997.
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. 333-6159) on Form S-3 (the "Registration Statement")
of which this Prospectus is 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: MR. COREY ARONIN,
(516) 536-5850.
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<PAGE>
THE COMPANY
American Medical Alert Corp. (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, marketing, installing, and monitoring
computerized Personal Emergency Response Systems ("PERS") using proprietary and
commercially available technology. The Company markets to private-pay clients,
not for profit consumer agencies, health maintenance organizations, long-term
care providers, retirement communities, hospitals and government agencies. Part
of 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 is participating
in a study to prove the cost effective benefits of PERS in home healthcare
programs. During 1997, the Company finalized plans with a national provider of
geriatric services to offer its PERS through their network of agencies, and
launch its Model 700 (described below).
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 (telephone number (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, provision of universal access to health care, reforming the
payment methodology for health care goods
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<PAGE>
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 and Trademark Office. The Company
believes that its inability to maintain its trademarks would have a material
adverse impact on its business.
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<PAGE>
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, Georgia, Illinois, South Carolina and
Nevada. During the years ended December 31, 1997, 1996 and 1995, the Company had
revenues from one contract with a municipality located in New York which
represented 44, 44 and 44 percent of total revenues, respectively. In February
1998, the Company was notified by the municipality that it is currently
processing the renewal of the Company's contract which would extend it through
June 30, 1999 but there can be no assurance that the Company will finalize such
renewal or, if it is able to finalize such renewal, that the terms 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.
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 Stock. As of April 7, 1998, 1,099,615 shares of the
Company's Common Stock are held by directors and certain executive officers and
principal shareholders of the Company and an additional 278,925 shares of the
Company's
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<PAGE>
Common Stock will be held by such persons upon their exercise of currently
exercisable stock options and a currently exercisable warrant. 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 one (1) year, 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 two (2)
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 26, 1998, 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.
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.
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<PAGE>
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
Shares 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 the securities receivable upon
exercise of such Warrants 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.
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<PAGE>
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.
DESCRIPTION OF PREFERRED STOCK. The Company's authorized preferred
stock consists of 1,000,000 shares, par value $0.01 per share (the "Preferred
Stock"). The Board of Directors of the Company has the authority to issue from
time to time shares of the Preferred Stock in series. The Board of Directors
also has the authority to fix, before issuance of each series, the number of
shares in such series and the designation, preferences, rights and limitations
of such series including, among other things, the relative dividend,
liquidation, voting, conversion and redemption rights of each such series.
Currently, no series or shares of Preferred Stock have been issued or are
outstanding.
The Transfer Agent for the Company 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.
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,
1997 have been audited by Margolin, Winer & Evens LLP, independent auditors, as
stated in their report, which is incorporated by reference, and such financial
statements have been so incorporated in reliance upon the report of such firm,
given upon their authority 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 850,000 Shares
of this Prospectus or a supplement Common Stock
to this Prospectus nor any sale made
hereunder or thereunder shall, under AMERICAN MEDICAL ALERT CORP.
any circumstances, create any
implication that there has been no
change in the affairs of the Company
since the date hereof or thereof or _______, 1998
that the information contained
herein or therein is correct as of
any time subsequent to its date.
----------
TABLE OF CONTENTS PAGE
Available Information.......... 3
Information Incorporated by
Reference................... 3
The Company.................... 4
Risk Factors................... 4
Use of Proceeds................ 7
Description of Securities...... 7
Legal Matters.................. 9
Experts........................ 9
====================================== ======================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
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 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).
4(h) Amendment, dated December 20, 1996, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company (Incorporated by reference to Exhibit 4(f) to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996).
**4(i) Amendment, dated November 5, 1997, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company.
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<PAGE>
*5 Opinion of Parker Chapin Flattau & Klimpl, LLP.
**23(a) Consent of Margolin, Winer & Evens LLP.
*23(b) Consent of Parker Chapin Flattau & Klimpl, LLP (included in
Exhibit 5).
**24.1 Powers of Attorney of certain officers and directors of the
registrant (included on signature page).
- ----------
* Previously filed.
** Filed herewith.
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<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 Post
Effective Amendment to the 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 7th day of April, 1998.
AMERICAN MEDICAL ALERT CORP.
By: /S/ HOWARD M. SIEGEL
-----------------------------------
Howard M. Siegel, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 7th day of April, 1998.
Signature Title
--------- -----
/S/ HOWARD M. SIEGEL Chairman of the Board, President, Chief
- ------------------------------- Executive Officer (Principal Executive
Howard M. Siegel Officer) and Director
/S/ COREY M. ARONIN Principal Financial Officer and Principal
- ------------------------------- Accounting Officer
Corey M. Aronin
/S/ PETER BREITSTONE Director
- -------------------------------
Peter Breitstone
/S/ LEONARD HERZ Director
- -------------------------------
Leonard Herz
Director
- -------------------------------
Myron Segal, M.D.
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Exhibit 4(i)
[American Medical Alert Corp. Letterhead]
November 5, 1997
Mr. William F. Seegraber, Vice President VIA FAX 212 509-5150
Continental Stock Transfer & Trust Company HARD COPY TO FOLLOW
2 Broadway
New York, NY 10004
Gentlemen:
Reference is made to that certain Warrant Agreement between American Medical
Alert Corp. (the "Company") and Continental Stock Transfer & Trust Company (the
"Warrant Agreement"), dated September 23, 1992, with regard to the Common Share
Purchase Warrants issued by the Company (the "Warrants").
The Warrant Agreement is hereby amended to provide that the expiration date of
the Warrants is extended from December 27, 1997 until December 26, 1998.
Very truly yours,
AMERICAN MEDICAL ALERT CORP.
By:/S/ HOWARD M. SIEGEL
-------------------------
Howard M. Siegel
President/CEO
Agreed to:
CONTINENTAL STOCK TRANSFER & TRUST CO.
By:/S/ WILLIAM SEEGRABER
---------------------------
William F. Seegraber, Vice President
cc: Corey Aronin, AMAC
Parker Chapin Flattau & Klimpl
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
February 20, 1998 appearing in the Annual Report on Form 10-KSB of American
Medical Alert Corp. for the year ended December 31, 1997 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
April 7, 1998
