<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
(x) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended FEBRUARY 28, 1997
OR
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _________ to ________
Commission file number 0-19095
SOMANETICS CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2394784
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1653 EAST MAPLE ROAD,
TROY, MICHIGAN
48083-4208
(Address of principal executive offices)
(Zip Code)
(810) 689-3050
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes _____X_____ No __________
Number of common shares outstanding at April 11, 1997: 2,285,351
<PAGE> 2
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<S> <C>
(a) Exhibits
3(i) Restated Articles of Incorporation of Somanetics
Corporation, incorporated by reference to Exhibit
3(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1997.
10.1 Letter Agreement, dated as of February 20, 1997,
between Somanetics Corporation and Mitani & Co., LLC,
incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997.
27.1 Financial Data Schedule, incorporated by reference to
Exhibit 27.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997.
27.2 Restated Financial Data Schedule for the fiscal year
ended November 30, 1996.
27.3 Restated Financial Data Schedule for the nine-month
period ended August 31, 1996.
27.4 Restated Financial Data Schedule for the six-month
period ended May 31, 1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter for which this report is filed.
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to report to be signed on its
behalf by the undersigned thereunto duly authorized.
Somanetics Corporation
(Registrant)
Date: April 17, 1997 By: /s/ Raymond W. Gunn
-------------- --------------------
Raymond W. Gunn
Executive Vice President and Chief
Financial Officer (Duly Authorized
and Principal Financial Officer)
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
3(i) Restated Articles of Incorporation of Somanetics Corporation,
incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1997.
10.1 Letter Agreement, dated as of February 20, 1997, between
Somanetics Corporation and Mitani & Co., LLC, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1997.
27.1 Financial Data Schedule, incorporated by reference to Exhibit 27.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1997.
27.2 Restated Financial Data Schedule for the fiscal year ended
November 30, 1996.
27.3 Restated Financial Data Schedule for the nine-month period ended
August 31, 1996.
27.4 Restated Financial Data Schedule for the six-month period ended
May 31, 1996.
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOMANETICS CORPORATION AS OF, AND FOR THE FISCAL YEAR
ENDED, NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<CASH> 3,291,911
<SECURITIES> 0
<RECEIVABLES> 237,436
<ALLOWANCES> 46,000
<INVENTORY> 931,135
<CURRENT-ASSETS> 4,479,917
<PP&E> 839,870
<DEPRECIATION> 743,775
<TOTAL-ASSETS> 4,671,741
<CURRENT-LIABILITIES> 618,142
<BONDS> 0
0
0
<COMMON> 22,854
<OTHER-SE> 4,030,745
<TOTAL-LIABILITY-AND-EQUITY> 4,671,741
<SALES> 778,200
<TOTAL-REVENUES> 778,200
<CGS> 385,136
<TOTAL-COSTS> 385,136
<OTHER-EXPENSES> 3,785,293
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 449
<INCOME-PRETAX> (3,303,703)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,303,703)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,303,703)
<EPS-PRIMARY> (1.77)
<EPS-DILUTED> (1.77)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOMANETICS CORPORATION AS OF, AND FOR THE NINE MONTHS
ENDED, AUGUST 31, 1996 AND IS QUAILIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> AUG-31-1996
<CASH> 829,008
<SECURITIES> 0
<RECEIVABLES> 314,133
<ALLOWANCES> 0
<INVENTORY> 991,960
<CURRENT-ASSETS> 2,178,453
<PP&E> 811,677
<DEPRECIATION> 726,810
<TOTAL-ASSETS> 2,675,503
<CURRENT-LIABILITIES> 294,406
<BONDS> 0
0
0
<COMMON> 19,154
<OTHER-SE> 2,361,943
<TOTAL-LIABILITY-AND-EQUITY> 2,675,503
<SALES> 699,006
<TOTAL-REVENUES> 699,006
<CGS> 327,151
<TOTAL-COSTS> 327,151
<OTHER-EXPENSES> 2,025,835
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,582,728)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,582,728)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,582,728)
<EPS-PRIMARY> (.86)
<EPS-DILUTED> (.86)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SOMANETICS CORPORATION AS OF, AND FOR THE SIX MONTHS
ENDED, MAY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<CASH> 1,369,287
<SECURITIES> 0
<RECEIVABLES> 503,478
<ALLOWANCES> 194,000
<INVENTORY> 913,476
<CURRENT-ASSETS> 2,636,964
<PP&E> 768,058
<DEPRECIATION> 712,172
<TOTAL-ASSETS> 3,091,209
<CURRENT-LIABILITIES> 360,130
<BONDS> 0
0
0
<COMMON> 18,986
<OTHER-SE> 2,712,093
<TOTAL-LIABILITY-AND-EQUITY> 3,091,209
<SALES> 599,465
<TOTAL-REVENUES> 599,465
<CGS> 259,451
<TOTAL-COSTS> 259,451
<OTHER-EXPENSES> 1,302,384
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (918,786)
<INCOME-TAX> 0
<INCOME-CONTINUING> (918,786)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (918,786)
<EPS-PRIMARY> (.51)
<EPS-DILUTED> (.51)
</TABLE>
