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, 1997
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.
----------------------------------------------
(Name of Small Business Issuer 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, NEW YORK 11572
- ------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
(516) 536-5850
------------------------------------------------
(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
----------------------------
(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: $7,636,730.
The aggregate market value of the voting stock held by
non-affiliates of the registrant, as of March 25, 1998, was $17,221,882 computed
by reference to the average closing bid and asked prices of such stock as
reported on NASDAQ on that date.
The aggregate number of shares of Common Stock outstanding as of
March 25, 1998: 5,925,809
<PAGE>
This amendment to Form 10-KSB for the period ended December 31, 1997
is filed to amend Item 13 of Form 10-KSB filed on March 30, 1998.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit No. Identification of Exhibit
----------- -------------------------
3(a) Articles of Incorporation of Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the
Company's Form S-1 Registration Statement under the
Securities Act of 1933, filed on September 30, 1983 -
File No. 2- 86862).
3(a)(1)** Certificate of Correction of the Company filed on
December 18, 1983.
3(a)(2)** Certificate of Amendment of the Certificate of
Incorporation of the Company filed on July 2, 1997.
3(b) Amended and Restated By-Laws of Company. (Incorporated
by reference to Exhibit 4(b) to the Company's Form S-3
Registration Statement under the Securities Act of 1933,
Commission File No. 333-6159).
4(a) 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(a) to the Company's Form S-1 Registration Statement
under the Securities Act of 1933, filed on September 30,
1983 - File No. 2-86862).
4(b) 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 Form 10-K for the year
ended December 31, 1988).
4(c) 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 Form 10-K for the year
ended December 31, 1990).
4(d) 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 Form 10-KSB for the year
ended December 31, 1994).
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<PAGE>
Exhibit No. Identification of Exhibit
----------- -------------------------
4(e) 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 Form 10-KSB for the year
ended December 31, 1995).
4(f) Amendment, dated December 20, 1996, to the Warrant
Agreement between the Company and Continental Stock
Transfer & Trust Company. (Incorporated by reference to
Exhibit 4(h) to the Company's Registration Statement on
Form S-3, Commission File No. 333-6159).
4(g)* Amendment, dated November 5, 1997, to the Warrant
Agreement between the Company and Continental Stock
Transfer & Trust Company.
10(a) Employment Agreement, dated January 1, 1997 between the
Company and Howard M. Siegel. (Incorporated by reference
to Exhibit 10(a) to the Company's Form 10-KSB for the
year ended December 31, 1996).
10(b) Employment Agreement, dated August 28, 1989 between the
Company and John Lesher. (Incorporated by reference to
Exhibit 10(c) to the Company's Form 10-K for the year
ended December 31, 1990).
10(c) Amendment, dated March 4, 1992, to the Employment
Agreement between the Company and John Lesher.
(Incorporated by reference to Exhibit 10(d) to the
Company's Form 10-K for the year ended December 31,
1991).
10(d) Lease for the premises located at 520 Fellowship Road,
Suite C301, Mt. Laurel, New Jersey ("Mt. Laurel Lease").
(Incorporated by reference to Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31,
1991).
10(e) First Amendment to the Mt. Laurel Lease. (Incorporated
by reference to Exhibit 10(f) to the Company's Form
10-KSB for the year ended December 31, 1993).
10(f) Second Amendment to the Mt. Laurel Lease. (Incorporated
by reference to Exhibit 10(f) to the Company's Form
10-KSB for the year ended December 31, 1996).
10(g)* Third Amendment to the Mt. Laurel Lease.
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<PAGE>
Exhibit No. Identification of Exhibit
----------- -------------------------
10(h) Lease for the premises located at 3265 Lawson Boulevard,
Oceanside, New York. (Incorporated by reference to
Exhibit 10(h) to the Company's Form 10-KSB for the year
ended December 31, 1994).
10(i)* Amendment to Lease for the premises located at 3265
Lawson Boulevard, Oceanside, New York.
10(j)* Lease for the premises located at 3255 Lawson Boulevard,
Oceanside, New York.
10(k)* Lease for the premises located at 910 Church Street,
Decatur, Georgia.
10(l) Lease for the premises located at 169-10 Crocheron
Avenue, Flushing, New York. (Incorporated by reference
to Exhibit 10(j) to the Company's Form 10- KSB for the
year ended December 31, 1995.)
10(m) Lease for the premises located at 475 West 55th Street,
Countryside, Illinois. (Incorporated by reference to
Exhibit 10(k) to the Company's Form 10-KSB for the year
ended December 31, 1995.)
10(n)* Amendment to Lease for the premises located at 475 West
55th Street, Countryside, Illinois.
10(o) 1984 Incentive Stock Option Plan, as amended.
(Incorporated by reference to Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31,
1990).
10(p) Amended 1991 Stock Option Plan. (Incorporated by
reference to Exhibit 10(l) to the Company's Form 10-KSB
for the year ended December 31, 1994).
10(q)* 1997 Stock Option Plan.
10(r) Restated and Amended Revolving Credit Note with North
Fork Bank, dated December 1, 1995 (the "Revolving Credit
Note"). (Incorporated by reference to Exhibit 10(n) to
the Company's Form 10-KSB for the year ended December
31, 1996).
10(s) Letter from North Fork Bank extending the Revolving
Credit Note until April 30, 1998. (Incorporated by
reference to Exhibit 10(n) to the Company's Form 10-KSB
for the year ended December 31, 1996).
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<PAGE>
Exhibit No. Identification of Exhibit
----------- -------------------------
10(t) Agreement between the Company and the City of New York,
as extended through February 28, 1998. (Incorporated by
reference to Exhibit 10(o) to the Company's Form 10-KSB
for the year ended December 31, 1996).
10(u)* Purchase/Leaseback Agreement dated January 13, 1998 with
Celtic Leasing Corp.
10(v)* Financial Advisory and Investment Banking Agreement with
GKN Securities Corp. dated as of January 1, 1997.
23(a)* Consent of Margolin, Winer & Evens LLP.
27* Financial Data Schedule.
- -------------------
* Previously filed as Exhibits to Form 10-KSB filed on March 30, 1998.
** Filed herewith.
(b) Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the last
quarter of the period covered by this report.
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<PAGE>
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.
By: /S/ HOWARD M. SIEGEL
Dated: April 20, 1998 --------------------------------
Howard M. Siegel
Chairman of the Board and
President
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<PAGE>
EXHIBIT INDEX
- -------------
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
3(a) Articles of Incorporation of Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the
Company's Form S-1 Registration Statement under the
Securities Act of 1933, filed on September 30, 1983 -
File No. 2-86862).
3(a)(1)** Certificate of Correction of the Company filed on
December 18, 1983.
3(a)(2)** Certificate of Amendment of the Certificate of
Incorporation of the Company filed on July 2, 1997.
3(b) Amended and Restated By-Laws of Company. (Incorporated
by reference to Exhibit 4(b) to the Company's Form S-3
Registration Statement under the Securities Act of 1933,
Commission File No. 333-6159).
4(a) 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(a) to the Company's Form S-1 Registration Statement
under the Securities Act of 1933, filed on September 30,
1983 - File No. 2-86862).
4(b) 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 Form 10-K for the year
ended December 31, 1988).
4(c) 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 Form 10-K for the year
ended December 31, 1990).
4(d) 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 Form 10-KSB for the year
ended December 31, 1994).
4(e) 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 Form 10-KSB for the year
ended December 31, 1995).
-7-
<PAGE>
4(f) Amendment, dated December 20, 1996, to the Warrant
Agreement between the Company and Continental Stock
Transfer & Trust Company. (Incorporated by reference to
Exhibit 4(h) to the Company's Registration Statement on
Form S-3, Commission File No. 333-6159).
4(g)* Amendment, dated November 5, 1997, to the Warrant
Agreement between the Company and Continental Stock
Transfer & Trust Company.
10(a) Employment Agreement, dated January 1, 1997 between the
Company and Howard M. Siegel. (Incorporated by reference
to Exhibit 10(a) to the Company's Form 10-KSB for the
year ended December 31, 1996).
10(b) Employment Agreement, dated August 28, 1989 between the
Company and John Lesher. (Incorporated by reference to
Exhibit 10(c) to the Company's Form 10-K for the year
ended December 31, 1990).
10(c) Amendment, dated March 4, 1992, to the Employment
Agreement between the Company and John Lesher.
(Incorporated by reference to Exhibit 10(d) to the
Company's Form 10-K for the year ended December 31,
1991).
10(d) Lease for the premises located at 520 Fellowship Road,
Suite C301, Mt. Laurel, New Jersey ("Mt. Laurel Lease").
(Incorporated by reference to Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31,
1991).
10(e) First Amendment to the Mt. Laurel Lease. (Incorporated
by reference to Exhibit 10(f) to the Company's Form
10-KSB for the year ended December 31, 1993).
10(f) Second Amendment to the Mt. Laurel Lease. (Incorporated
by reference to Exhibit 10(f) to the Company's Form
10-KSB for the year ended December 31, 1996).
10(g)* Third Amendment to the Mt. Laurel Lease.
10(h) Lease for the premises located at 3265 Lawson Boulevard,
Oceanside, New York. (Incorporated by reference to
Exhibit 10(h) to the Company's Form 10-KSB for the year
ended December 31, 1994).
10(i)* Amendment to Lease for the premises located at 3265
Lawson Boulevard, Oceanside, New York.
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<PAGE>
10(j)* Lease for the premises located at 3255 Lawson Boulevard,
Oceanside, New York.
10(k)* Lease for the premises located at 910 Church Street,
Decatur, Georgia.
10(l) Lease for the premises located at 169-10 Crocheron
Avenue, Flushing, New York. (Incorporated by reference
to Exhibit 10(j) to the Company's Form 10-KSB for the
year ended December 31, 1995.)
10(m) Lease for the premises located at 475 West 55th Street,
Countryside, Illinois. (Incorporated by reference to
Exhibit 10(k) to the Company's Form 10-KSB for the year
ended December 31, 1995.)
10(n)* Amendment to Lease for the premises located at 475 West
55th Street, Countryside, Illinois.
10(o) 1984 Incentive Stock Option Plan, as amended.
(Incorporated by ref erence to Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31,
1990).
10(p) Amended 1991 Stock Option Plan. (Incorporated by
reference to Exhibit 10(l) to the Company's Form 10-KSB
for the year ended December 31, 1994).
10(q)* 1997 Stock Option Plan.
10(r) Restated and Amended Revolving Credit Note with North
Fork Bank, dated December 1, 1995 (the "Revolving Credit
Note"). (Incorporated by reference to Exhibit 10(n) to
the Company's Form 10-KSB for the year ended December
31, 1996).
10(s) Letter from North Fork Bank extending the Revolving
Credit Note until April 30, 1998. (Incorporated by
reference to Exhibit 10(n) to the Company's Form 10-KSB
for the year ended December 31, 1996).
10(t) Agreement between the Company and the City of New York,
as extended through February 28, 1998. (Incorporated by
reference to Exhibit 10(o) to the Company's Form 10-KSB
for the year ended December 31, 1996).
10(u)* Purchase/Leaseback Agreement dated January 13, 1998 with
Celtic Leasing Corp.
10(v)* Financial Advisory and Investment Banking Agreement with
GKN Securities Corp. dated as of January 1, 1997.
-9-
<PAGE>
23(a)* Consent of Margolin, Winer & Evens LLP.
27* Financial Data Schedule.
-------------------
* Previously filed as Exhibits to Form 10-KSB filed on March 30,
1998.
** Filed herewith.
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN MEDICAL ALERT CORP.
The undersigned, Howard M. Siegel and John Merlo, pursuant to
section 105 of the New York Business Corporation Law, do hereby certify:
1. The name of the corporation is American Medical Alert Corp.
2. The undersigned are the President and Secretary, respectively,
of American Medical Alert Corp.
3. A Certificate of Amendment of the Certificate of Incorporation
of American Medical Alert Corp. was filed in the office of the
Department of State at Albany, New York on the 12th day of
August 1981.
4. Said Certificate of Amendment is erroneous in that Paragraph 5
of said Certificate incorrectly amended Article 7 instead of
Article 6 of the Certificate of Incorporation.
5. This Certificate is filed to correct such error and to delete
Paragraph 5 of the Certificate of Amendment. For the purpose
of correcting said error, said Paragraph 5 of Certificate of
Amendment is hereby corrected to read as follows, to wit:
<PAGE>
"5. The Certificate of Incorporation is amended as
authorized by Section 801 of the Business Corporation Law so
as to add a new Article 6 eliminating pre-emptive rights as
provided for in Section 622 of the New York Business
Corporation Law.
Paragraph 6 of the Certificate of Incorporation shall
read as follows:
SIXTH: No holder of the Common Stock of the Corporation shall
be entitled as such as a matter of right to subscribe
for or to purchase any part of any new or additional
issue of stock of any class whatsoever, or of securities
convertible into stock of any class, whatsoever, whether
now or hereafter authorized, or whether issued for
property or services or by way of dividend or for cash,
and all such rights are waived by each holder of the
Common Stock.
For the purpose of deleting such unauthorized matter, Paragraph 5 of
the Certificate of Amendment is hereby declared to be deleted and eliminated and
the new Paragraph 5 is placed instead thereof.
IN WITNESS WHEREOF, the undersigned have executed and signed this
Certificate of Correction this 29th day of November 1983.
/s/ Howard M. Siegel
------------------------
Howard M. Siegel, President
/s/ John Merlo
------------------------
John Merlo, Secretary
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<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
JOHN MERLO, being duly sworn, deposes and says: that I am the
Secretary of AMERICAN MEDICAL ALERT CORP., the corporation mentioned and
described in the foregoing instrument; that I have read and signed the same, and
that the statements contained therein are true.
/s/ John Merlo
------------------------
John Merlo, Secretary
Sworn to before me this
29th day of November, 1983
- --------------------
Notary Public
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
AMERICAN MEDICAL ALERT CORP
(Under Section 805 of the Business Corporation Law)
1. The name of the corporation is American Medical Alert Corp.
2. The Certificate of Incorporation of the corporation was filed
by the Department of State on January 14, 1981.
3. A Certificate of Amendment of the Certificate of Incorporation
of American Medical Alert Corp. was filed in the office on each of August 12,
1981 and December 1, 1983.
4. The certificate of incorporation of the corporation is hereby
amended by striking out Article Fourth thereof and by substituting in lieu of
said Article Fourth the following new Article Fourth the effect of which will be
to add 1 million shares of Preferred Stock with a par value of $.01 per share:
"The total number of shares of stock which the corporation shall
have authority to issue shall be 11,000,000, of which 10,000,000
shares shall be common stock, par value $.01 per share, and
1,000,000 shares shall be preferred stock, par value $.01 per share.
The shares of preferred stock shall be issuable in one or more
series as determined from time to time by the Board of Directors.
The Board of Directors hereby is expressly vested with authority, by
resolution or resolutions, to establish with respect to each such
series, its designation, number, full or limited voting powers or
the denial of voting powers, and relative, participating, optional
or other special rights, and any qualification, limitations, and
restrictions thereof. The authority of the Board of Directors with
respect to each series shall include, but not be limited to,
determining the following:
(i) the number of shares constituting that series and the
distinctive designation of that series;
<PAGE>
(ii) whether the holders of shares of that series shall be
entitled to receive dividends and, if so, the rates of
such dividends, conditions under which and times such
dividends may be declared or paid, any preference of any
such dividends to, and the relation to, the dividends
payable on any other class or classes of stock or any
other series of the same class and whether dividends
shall be cumulative or non-cumulative and, if
cumulative, from which date or dates;
(iii) whether the holders of shares of that series have voting
rights in addition to the voting rights provided by law
and, if so, the terms and conditions of exercise of such
voting rights;
(iv) whether shares of that series shall be convertible into
or exchangeable for shares of any other class, or any
series of the same or any other class, and, if so, the
terms and conditions thereof, including the date or
dates when such shares shall be convertible into or
exchangeable for shares of any other class, or any
series of the same or any other class, the price or
prices of or the rate or rates at which shares of such
series shall be so convertible or exchangeable, and any
adjustments which shall be made, and the circumstances
in which any such adjustments shall be made, in such
conversion or exchange prices or rates;
(v) whether the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they
shall be redeemable and the amount per share payable in
case of redemption, which amount may vary under
different conditions at different redemption dates;
(vi) whether the shares of that series shall be subject to
the operation of a retirement or sinking fund and, if so
subject, the extent and the manner in which it shall be
applied to the purchase or redemption of the shares of
that series, and the terms and provisions relative to
the operation thereof;
(vii) the rights of the shares of that series in the event of
voluntary or involuntary liquidation,
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<PAGE>
dissolution or winding up of the Corporation and any
presence of any such rights to, and the relation to, the
rights in respect thereto of any class or classes of
stock or any other series of the same class: and
(viii)any other relative rights, preferences and limitations
of that series;
PROVIDED, HOWEVER, that if the stated dividends and amounts payable
on liquidation with respect to shares of any series of the Preferred
Stock are not paid in full, the shares of all series of the
Preferred Stock shall share ratably in the payment of dividends
including accumulations, if any, in accordance with the sums which
would be payable on such shares if all dividends were declared and
paid in full, and in any distribution of assets (other than by way
of dividends) in accordance with the sums which would be payable on
such distribution if all sums payable were discharged in full."
5. The amendment to the corporation's Certificate of
Incorporation was authorized by vote of the board of directors followed by vote
of the holders of a majority of all the outstanding shares of Common Stock of
the corporation.
IN WITNESS WHEREOF, we have executed this certificate this 23
day of June, 1997, and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
/s/ Howard M. Siegel
--------------------------------
Howard M. Siegel, President
/s/ John Rogers
--------------------------------
John Rogers, Secretary
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