AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996.
REGISTRATION NO. 333-16035
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDAMICUS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1533300
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15301 Highway 55 West
Plymouth, Minnesota 55447
(612) 559-2613
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
James D. Hartman, President, Chief Executive Officer and Chief Financial Officer
MEDAMICUS, INC.
15301 Highway 55 West
Plymouth, Minnesota 55447
(612) 559-2613
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Mark S. Weitz
Leonard, Street and Deinard
Suite 2300
150 South Fifth Street
Minneapolis, Minnesota 55402
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
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. /X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Shares Amount Maximum Maximum Amount of
to be to be Aggregate Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee(2)
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Common Stock, 610,000 shares $2.75 $1,677,500 $508
$.01 par value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously filed. Pursuant to Rule 457(c) the registration fee was
calculated based upon the average of the bid and asked prices of the Common
Stock as reported by NASDAQ on November 7, 1996.
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.
Subject to completion, dated December 20, 1996
PROSPECTUS
610,000 SHARES
MEDAMICUS, INC.
COMMON STOCK
This Prospectus relates to up to 610,000 shares of Common Stock, par value
$.01 per share (the "Shares"), of MedAmicus, Inc. (the "Company") that may be
offered for sale for the account of certain shareholders of the Company as
stated herein under the heading "Selling Shareholders." No period of time has
been fixed within which the Shares covered by this Prospectus may be offered or
sold, but the Company has agreed to keep the Registration Statement of which
this Prospectus is a part effective until the later of (i) May 18, 1998 or (ii)
such time as the securities registered hereunder may be sold without restriction
under Rule 144 of the Securities Act of 1933, as amended (the "Act").
All 610,000 Shares offered hereby are being registered for the account of
the Selling Shareholders. The Company will not receive any of the proceeds from
the sale of the Shares. See "Selling Shareholders."
The Common Stock of the Company is quoted in the NASDAQ SmallCap Market(R)
under the symbol "MEDM." On December 17, 1996, the last sale price of the Common
Stock as reported by NASDAQ was $ 2.50 per share. See "Price Range of Common
Stock."
INVESTORS SHOULD CONSIDER CAREFULLY THE FACTORS SET FORTH UNDER "RISK
FACTORS" BEGINNING ON PAGE 6.
--------------------
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.
The Selling Shareholders have been informed that sales of the Shares
offered hereunder by them, or by their pledgees, donees, transferees or other
successors in interest, may be made from time to time in the NASDAQ SmallCap
Market, through negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."
The Company is incurring all of the expenses of registering the Shares.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or any of the Selling Shareholders. Neither the
delivery of this Prospectus nor any sale made under this Prospectus shall under
any circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION................................................... 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 8
THE COMPANY............................................................. 8
RISK FACTORS............................................................ 9
PRICE RANGE OF COMMON STOCK............................................. 12
DIVIDEND POLICY......................................................... 13
SELLING SHAREHOLDERS.................................................... 13
USE OF PROCEEDS......................................................... 14
PLAN OF DISTRIBUTION.................................................... 14
LEGAL MATTERS........................................................... 14
EXPERTS................................................................. 15
INDEMNIFICATION......................................................... 15
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material can be
inspected and copied at the Public Reference Section of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048
and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, DC
20549. Reports, proxy statements and other information filed electronically by
the Company with the Commission may also be obtained from the Web site that the
Commission maintains at http:\\www.sec.gov. The Company's Common Stock is quoted
on the Nasdaq SmallCap Market. Reports and other information concerning the
Company can be inspected at the offices of the Nasdaq State Market, 1735 K
Street, N.W., Washington, DC 20006.
The Company has filed with the Commission in Washington, DC a registration
statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933 (the "Securities Act") with respect to the securities covered by this
Prospectus. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits filed or incorporated as a part thereof, copies of which
can be inspected at, or obtained at prescribed rates from, the Public Reference
Section of the Commission at the address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus: (1) the Company's Annual Report
on Form 10-KSB and Form 10-KSB/A for the fiscal year ended December 31, 1995
(File No. 0-19467); (2) the Company's Quarterly Reports on Form 10-QSB for the
fiscal quarters ended March 31, June 30, and September 30, 1996; (3) all other
reports filed by the Company pursuant to Sections 13, 14 or 15(d) of the
Exchange Act since December 31, 1995 and (4) the Company's Registration
Statement on Form 8-A filed with the Commission on August 7, 1991.
All documents filed by the Company pursuant to Sections 13(a), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or any
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.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above or elsewhere
herein which have been incorporated herein by reference (other than certain
exhibits to such documents). Written requests for such copies should be directed
to James D. Hartman, MedAmicus, Inc., 15301 Highway 55 West, Plymouth, Minnesota
55447. Telephone requests should be directed to Mr. Hartman at (612) 559-2613.
THE COMPANY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ
IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION, INCLUDING THE FINANCIAL
STATEMENTS AND NOTES THERETO, INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
THE COMPANY
MedAmicus, Inc. ("MedAmicus" or the "Company") is a medical products
company engaged in the following:
* The manufacture and marketing of a percutaneous vessel introducer and
the design and development of related vascular access products.
* The design, development, manufacture and marketing of a pressure
measurement system utilizing a proprietary fiber optic transducer for measuring
and monitoring physiological pressures in the human body, referred to herein as
a transducer.
* The manufacture of medical devices and components for other medical
product companies on a contract basis.
The Company was organized under the laws of the State of Minnesota on
August 24, 1981 under the name "MNM Enterprises, Inc." In March 1988, the
Company changed to its current name. The Company was inactive until October
1985, when operations commenced. The Company's executive offices are located at
15301 Highway 55 West, Plymouth, Minnesota 55447. Its telephone number is (612)
559-2613.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, POTENTIAL
PURCHASERS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE
COMPANY, ITS BUSINESS AND THE SHARES OF COMMON STOCK OFFERED HEREBY. THIS
PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN, CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. ACTUAL
RESULTS COULD DIFFER SIGNIFICANTLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT, IN PART, OF THE RISK FACTORS SET FORTH BELOW. IN
CONNECTION WITH THE FORWARD-LOOKING STATEMENTS WHICH APPEAR IN THESE
DISCLOSURES, PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE FOLLOWING RISK FACTORS
AND SHOULD REVIEW CAREFULLY THE INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS AND THE INFORMATION INCORPORATED HEREIN.
CONTINUING LOSSES
The Company commenced operations in October 1985 and has had losses in
each of the years since that date. For the year ended December 31, 1995, the
Company incurred a net loss of $358,854 and, through the first three quarters of
1996, a net loss of $1,026,272. The Company has incurred cumulative net losses
through September 30, 1996 of $5,761,532. The Company anticipates losses could
continue at least until the Company completes ramp up of production and sales
and marketing for the Lumax System for urologic applications. There is no
assurance that the Company will ever be able to conduct its operations
profitably.
NEED FOR ADDITIONAL CAPITAL
The Company is pursuing a direct sales effort utilizing independent sales
representatives for the distribution of its transducer system in the United
States, and to enter into distributor relationships internationally. If sales do
not develop as expected, additional capital would be needed to execute this
strategy or the marketing plan would have to be modified or abandoned. If
required, there is no assurance that the Company will be able to raise any
capital to support its distribution plans. If the Company is able to raise
additional capital in the future, it would likely be through the sale of equity
or debt of the Company to investors in private transactions and it may be on
terms more favorable to new investors than to existing shareholders. There can
be no assurance that the Company would be able to raise such additional capital,
if needed.
LACK OF MARKET FOR THE FIBER OPTIC PRESSURE TRANSDUCER
Management's strategy is to market the fiber optic pressure transducer
system to urologists for prostate and incontinence diagnostic testing and to
gynecologists for incontinence diagnostic testing. There can be no assurance
that urologists will choose to switch from the existing types of commonly used
catheters to the fiber optic catheters designed by the Company. Incontinence
testing is a relatively new and undeveloped market. There is no assurance that
the incontinence testing and treatment market at the gynecology office will
evolve as the Company expects or, if it does evolve, that the Company's product
will be widely used or accepted. In addition, there appears to be a trend that
purchase decisions relating to medical devices are being made by purchasing
groups rather than individual doctors. There can be no assurance that the
Company's sales and marketing efforts will appeal to such purchasing groups or
that the Company's products will be accepted by such groups.
NEED TO ACHIEVE COMPETITIVE MANUFACTURING COST
The Company's expectations as to the market acceptance of the transducer
is dependent on a catheter manufacturing cost which will result in allowing it
to sell the catheter at prices which make it competitive with existing fluid
based pressure measurement systems. There can be no assurance that the Company
can attain or maintain the manufacturing cost targets which form the basis of
the Company's future revenue expectations.
HIGHLY COMPETITIVE MARKETS; RISK OF TECHNOLOGICAL OBSOLESCENCE
The medical technology industry in which the Company is involved is
characterized by rapidly evolving technology and intense competition. The
Company is aware of one other company which markets a fiber optic pressure
measurement device for use in the urological market. There are two other
companies which market fiber optic pressure measurement devices, but for
different applications. In addition, there are several large companies which
manufacture and market external strain gauge transducer catheters, a product
against which the Company's catheter would likely compete. There is no assurance
that these companies or any other companies will not develop technology which is
more effective and/or available at a lower cost than the product offered by the
Company.
GOVERNMENT REGULATION
The medical products the Company is selling and proposing to sell are
subject to regulation by the FDA and by comparable agencies in certain states
and foreign countries. The process of complying with requirements of the FDA and
other agencies can be costly and time consuming. The Company has received
clearance to market its vessel introducer and transducer by the FDA, although
the Company will be required to obtain approval for marketing its transducer in
other applications if it is necessary to change materials which are in contact
with body fluids or to add other measurement parameters. There is no assurance
that any such additional clearance will be obtained. In addition, once obtained,
these clearances are subject to review, and later discovery of previous unknown
problems may result in restrictions on the marketing of a product or withdrawal
of the product from the market. The Company is also subject to certain FDA
regulations governing manufacturing practices, packaging and labeling.
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY
The Company's success may depend on its ability to obtain patent
protection for its products and processes, to preserve its trade secrets and to
operate without infringing the proprietary rights of third parties. Patents
covering certain aspects of the Company's vessel introducer and transducer were
issued by the United States Patent and Trademark Office in March and April 1991,
respectively. In addition, the Company has applied for patent protection on
additional aspects of both the vessel introducer and transducer. There can be no
assurance that any future patent protection will be granted, that the scope of
any patent protection will exclude competitors or that any of the Company's
patents will be held valid if subsequently challenged. The validity and breadth
of claims covered in medical technology patents involves complex legal and
factual questions and therefore may be highly uncertain. The Company also relies
upon unpatented trade secrets, and no assurance can be given that others will
not independently develop or otherwise acquire substantially equivalent trade
secrets or otherwise gain access to the Company's proprietary technology.
A recent court decision under review by the United States Supreme Court
has provided new guidelines for determining patent infringement under the
doctrine of equivalents, in situations where there may be no literal
infringement. The Supreme Court could revise, replace or eliminate the standards
for determining patent infringement under the doctrine of equivalents.
Accordingly, there can be no certainty of the outcome in patent enforcement
litigation, either against the Company or on behalf of the Company, where
application and interpretation of the doctrine of equivalents is a factor.
POTENTIAL INFRINGEMENT ISSUES
The Company received correspondence in 1993 alleging that the Company's
patented slitter introducer infringes a patent issued prior to the issuance of
the Company's patent. To the best of the Company's knowledge, the product which
is the subject of the prior patent has never been marketed. The Company has been
aware of this patent since it began marketing its slitter introducer and has
received a legal opinion that it does not infringe such patent. Upon receipt of
this correspondence, the Company engaged a second patent counsel whose review of
the matter supported the Company's position. The Company informed the patent
holder of its position and that it saw no reason to enter into any settlement.
The Company believes its slitter introducer does not infringe and intends to
defend its proprietary position.
The Company has received correspondence from a competitor in the fiber
optic transducer market regarding patents it holds relating to fiber optic
transducers, specifically referencing a patent on a technique to calibrate the
fiber optic system and requesting additional information regarding the Company's
calibration technique and why such technique does not infringe the competitor's
patent. The Company has been aware of this patent and has specifically designed
the calibration system associated with its transducer so as not to infringe the
competitor's patent. In addition, the Company has been issued a United States
patent on its calibration technique. The Company has also received an opinion of
counsel that its calibration system does not infringe such patent.
There can be no assurance that the resolution of these matters will be
decided in the Company's favor, should they proceed beyond their current status.
In addition, the expenses which may be incurred and the disruption of business
which the Company may experience in defending any claim of infringement, could
have a material adverse effect on the Company's sales and profitability
regardless of whether such claims are successful.
DEPENDENCE ON MAJOR CUSTOMERS
The Company is presently dependent on two major customers, Medtronic and
Bard. Medtronic accounted for approximately 72% of the Company's total sales in
1995; Bard accounted for approximately 7%. The loss of either of these customers
would have a material adverse effect on the Company.
DEPENDENCE ON MANAGEMENT AND KEY PERSONNEL
The Company's success has been dependent to date upon the efforts of its
current officers and key employees. The Company's founder, Chief Executive
Officer and President, Richard L. Little, resigned from the Company on February
9, 1995 for health reasons. James D. Hartman, the Company's Executive Vice
President and Chief Financial Officer was elected to the position of President
on the same date and Mr. Little remained on the Company's Board of Directors.
Mr. Little was heavily involved in the development of the Company's products.
The Company believes that its focus in the future will be on the marketing and
sales of its products as well as on further research and development of such
products. Consequently, the Company's future success will be dependent upon its
ability to attract and retain qualified people in all areas. There can be no
assurance that the loss of Mr. Little or any other key personnel will not have a
material adverse impact on the Company's business. There can be no assurance
that qualified personnel can be retained or readily replaced and there is no
assurance the Company can continue to add qualified people as required.
SOURCES OF SUPPLY
The Company currently purchases, and will in the future purchase,
components and raw materials from outside vendors. Although the Company has
identified alternative suppliers for key components and raw materials, at the
present time the Company generally uses one source of supply for each component
and raw material. Each supplier of raw material for the Company's vessel
introducer is subject to the approval of Medtronic and Bard and future customers
may have a right of approval as well. At present, all of the Company's suppliers
have been approved by Medtronic and Bard. Should a key supplier be unwilling or
unable to supply any such component or raw material in a timely manner, or
should approval of a proposed supplier be delayed, withheld or withdrawn, the
Company could experience delays in obtaining alternative suppliers which may
adversely affect the Company's business.
LIMITED PUBLIC MARKET TRADING
As of September 30, 1996, the Company had 4,060,774 shares of common stock
outstanding, of which approximately 70% was available for public trading. It is
estimated that as many as 50% of the shares eligible to trade are held by
customers of Summit Investment Corporation, the underwriter of the Company's
initial public offering. During the first nine months of 1996, the average daily
trading volume approximated 6,000 shares per day. As of September 30, 1996,
there were only three investment banking firms which make a market in the
Company's stock. There can be no assurance that an active market will exist for
the Company's shares, or that its shares could be sold without a significant
negative impact on the publicly quoted price per share.
SHARES ELIGIBLE FOR FUTURE SALES
Currently 541,150 shares of the Company's Common Stock are eligible for
sale pursuant to Rule 144 under the Securities Act, all of which are held by
executive officers and directors of the Company. If sales of any of such shares
were to occur in substantial amounts, such sales could have an adverse impact on
the trading price of the Common Stock. The Company's directors and executive
officers beneficially hold an aggregate of 644,900 shares, which includes
103,750 shares that may be acquired upon the exercise of currently exercisable
options.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has traded in the NASDAQ SmallCap Market under
the symbol MEDM since its initial public offering in September 1991. The
following table sets forth high and low bid prices as reported by NASDAQ for the
indicated periods. Such quotations reflect inter-dealer prices, without retail
mark-up, markdown, or commission, and may not reflect actual transactions.
1991: HIGH LOW
---- ---
Third Quarter from September 6, 1991. . . . . . $4.125 $3.25
Fourth Quarter . . . . . . . . . . . . . . . . . 3.625 3.00
1992:
First Quarter . . . . . . . . . . . . . . . . . 5.00 3.125
Second Quarter. . . . . . . . . . . . . . . . . 4.375 3.50
Third Quarter. . . . . . . . . . . . . . . . . . 3.75 3.375
Fourth Quarter. . . . . . . . . . . . . . . . . 4.75 3.00
1993:
First Quarter . . . . . . . . . . . . . . . . . 5.375 4.00
Second Quarter. . . . . . . . . . . . . . . . . 5.375 3.25
Third Quarter. . . . . . . . . . . . . . . . . . 5.25 3.25
Fourth Quarter. . . . . . . . . . . . . . . . . 5.375 4.50
1994:
First Quarter . . . . . . . . . . . . . . . . . 4.75 4.25
Second Quarter. . . . . . . . . . . . . . . . . 4.25 3.75
Third Quarter. . . . . . . . . . . . . . . . . . 3.875 2.375
Fourth Quarter. . . . . . . . . . . . . . . . . 2.625 1.625
1995:
First Quarter . . . . . . . . . . . . . . . . . 2.750 1.875
Second Quarter. . . . . . . . . . . . . . . . . 3.25 2.25
Third Quarter. . . . . . . . . . . . . . . . . . 4.00 3.00
Fourth Quarter. . . . . . . . . . . . . . . . . 3.875 2.875
1996:
First Quarter. . . . . . . . . . . . . . . . . . 3.75 3.00
Second Quarter. . . . . . . . . . . . . . . . . 4.25 3.25
Third Quarter. . . . . . . . . . . . . . . . . . 3.875 2.75
As of September 30, 1996, the Company had approximately 1,500 record
holders of its common stock.
DIVIDEND POLICY
The Company has not paid cash dividends in the past and does not expect to
do so in the future.
SELLING SHAREHOLDERS
The 610,000 shares of common stock offered hereby consist of shares issued
by the Company in a private placement in May 1996. The following table sets
forth certain information as of October 30, 1996. Unless otherwise indicated,
the Selling Shareholders each possess sole voting and investment power with
respect to the shares shown.
<TABLE>
<CAPTION>
NO. OF SHARES COMMON STOCK BENEFICIALLY
NAME COMMON STOCK BENEFICIALLY THAT MAY BE OWNED AFTER OFFERING IF ALL
OWNED PRIOR TO OFFERING OFFERED SHARES THAT MAY BE OFFERED
NO. OF SHARES PERCENT HEREUNDER HEREUNDER ARE SOLD
NO. OF SHARES PERCENT
PRIVATE PLACEMENT SHARES
<S> <C> <C> <C> <C> <C>
Industricorp & Co., Inc. 50,000 1.2% 50,000 - -
Pyramid Partners, LP 100,000 2.4% 100,000 - -
Perkins Foundation 7,500 * 7,500 - -
Richard W. Perkins, Trustee 27,500 * 27,000 - -
UA dtd 6/14/78
FBO Richard W. Perkins
Pamela L. Brown, Trustee 5,000 * 5,000 - -
UA dtd 9/16/88
FBO Pamela L. Brown
David R. Weir 10,000 * 10,000 - -
Okabena Partnership K 235,000 5.8% 235,000 - -
Herrick Family Partners 65,000 1.6% 65,000 - -
Pilar R. Tiampo 25,000 * 25,000 - -
James J. and Kristy F. 25,000 * 25,000 - -
Tiampo
Principal Financial 35,000 * 35,000 - -
Securities, Inc.
Custodian for Michael L.
Bochert IRA
Rob D. Furst, Jr. 25,000 * 25,000 - -
</TABLE>
- --------------------
*Less than 1%
The registration rights granted to the Selling Shareholders generally
provide that the Company and the Selling Shareholders indemnify each other
against certain liabilities, including liabilities arising under the Securities
Act. The Company and the Selling Shareholders have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.
USE OF PROCEEDS
The 610,000 Shares are being offered for the account of Selling
Shareholders. The Company will not receive any proceeds from the sale of these
Shares of Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that sales of the Shares
may be effected from time to time in transactions (which may include block
transactions) in the over-the-counter market, including the Nasdaq SmallCap
Market, in negotiated transactions, or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling their Shares directly to purchasers or to or through
broker-dealers which may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Shareholder and/or the purchasers of such securities for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Shareholders and any broker-dealers that act
in connection with the sale of the Common Stock might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of 1933
(the "1933 Act"). Each of the Selling Shareholders are obligated to comply with
certain rules promulgated by the Securities and Exchange Commission designed to
prevent manipulative and deceptive practices, including Rules 10b-6 and 10b-7
promulgated under the Securities Exchange Act of 1934. The Selling Shareholders
may agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of their securities against certain liabilities,
including liabilities arising under the Act.
All costs, expenses and fees in connection with the registration of the
Common Stock offered by the Selling Shareholders will be borne by the Company.
Brokerage commissions, if any, attributable to sale of the Common Stock offered
by the Selling Shareholders will be borne by the Selling Shareholders.
The Company has agreed to keep this Registration Statement effective until
the later of (i) May 18, 1998 or (ii) such time as the securities registered
hereunder may be sold without restriction under Rule 144 under the Act. See
"Selling Shareholders."
LEGAL MATTERS
Certain matters with respect to the legality of the issuance and sale of
the shares offered hereby will be passed upon for the Company by Leonard, Street
and Deinard, Professional Association, Minneapolis, Minnesota.
EXPERTS
The financial statements of MedAmicus, Inc. as of December 31, 1995 and
for the year ended December 31, 1995, included in the Company's Annual Report on
Form 10-KSB/A for the year ended December 31, 1995, have been incorporated by
reference herein in reliance upon the report of McGladrey & Pullen, LLP,
independent certified public accountants, as set forth in their report included
therein and incorporated by reference herein, and upon the authority of such
firm as experts in audit and accounting. The financial statements of MedAmicus,
Inc. as of December 31, 1994 and for the year then ended, have been incorporated
by reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, as set forth in their report included
therein and incorporated by reference herein, and upon the authority of said
firm as experts in auditing and accounting.
To the extent that McGladrey & Pullen, LLP audits and reports on financial
statements of MedAmicus, Inc. issued at future dates, and consents to the use of
their reports thereon, such financial statements will also be incorporated by
reference herein in reliance upon their reports and said authority.
INDEMNIFICATION
Unless prohibited in a corporation's articles or bylaws, Minnesota
Statutes ss. 302A.521 requires indemnification of officers, directors, employees
and agents, under certain circumstances, against judgments, penalties, fines,
settlements and reasonable expenses (including attorney's fees and
disbursements) incurred by such person in connection with a threatened or
pending proceeding with respect to the acts or omissions of such person in his
official capacity. The general effect of Minnesota Statutes ss. 302A.521 is to
reimburse (or pay on behalf of) directors and officers of the Registrant any
personal liability that may be imposed for certain acts performed in their
capacity as directors and officers of the Registrant, except where such persons
have not acted in good faith.
As permitted by the Minnesota Business Corporation Act, the Articles of
Incorporation of the Company eliminate the liability of the directors of the
Company for monetary damages arising from any breach of fiduciary duties as a
member of the Company's Board of Directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.251, Subd. 4).
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 above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by such director, officer
or controlling person in connection with the registration of the Shares, the
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The table below sets forth the estimated expenses (except the SEC
registration fee, which is an actual expense but which includes the registration
fee for shares which were subsequently withdrawn) in connection with the offer
and sale of the shares of Common Stock of the registrant covered by this
Registration Statement.
SEC registration fee . . . . . . . . . . . . . . . $ 635.00
Legal fees and expenses. . . . . . . . . . . . . . 6,000.00
Accounting fees and expenses . . . . . . . . . . . 4,000.00
Miscellaneous expenses . . . . . . . . . . . . . . 150.00
Total . . . . . . . . . . . . . . . . . . . . $10,785.00
All of the above are estimated except for the SEC registration fee. All
expenses are being paid by the Company.
Item 15. Indemnification of Directors and Officers.
Unless prohibited in a corporation's articles or bylaws, Minnesota
Statutes ss. 302A.521 requires indemnification of officers, directors, employees
and agents, under certain circumstances, against judgments, penalties, fines,
settlements and reasonable expenses (including attorney's fees and
disbursements) incurred by such person in connection with a threatened or
pending proceeding with respect to the acts or omissions of such person in his
official capacity. The general effect of Minnesota Statutes ss. 302A.521 is to
reimburse (or pay on behalf of) directors and officers of the Registrant any
personal liability that may be imposed for certain acts performed in their
capacity as directors and officers of the Registrant, except where such persons
have not acted in good faith.
As permitted by the Minnesota Business Corporation Act, the Articles of
Incorporation of the Company eliminate the liability of the directors of the
Company for monetary damages arising from any breach of fiduciary duties as a
member of the Company's Board of Directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.251, Subd. 4).
Item 16. Exhibits.
1 Form of Warrant.*
4 Specimen, Stock Certificate (incorporated by reference to Exhibit
4.1 to the registrant's Registration Statement on Form S-18 (number
33-42112C)).
5 Opinion and Consent of Leonard, Street and Deinard.
24.1 Consent of Leonard, Street and Deinard (included in Exhibit 5).
24.2 Consent of KPMG Peat Marwick LLP
24.3 Consent of McGladrey & Pullen, LLP
25 Power of Attorney (included on signature page previously filed)
- ----------------------
* Previously filed.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to :
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) Include any additional or changed material information on the
plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the small
business issuer under the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) For determining liability under the Securities Act of 1933, the small
business issuer will treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial BONA FIDE offering.
(3) The small business issuer will file a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions or otherwise, the small business issuer 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 small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 registered, the small business issuer 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.
(c) The small business issuer will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4), or 497(h) under the Securiities Act as part of this registration
statement as of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contins a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
BONA FIDE offering of those securities.
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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on December 18,
1996.
MEDAMICUS, INC.
By /s/ James D. Hartman
-------------------------------------
James D. Hartman
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
* Director December 18, 1996
- ---------------------------------
Richard L. Little
/s/ James D. Hartman Director, President, Chief December 18, 1996
- --------------------------------- Executive Officer and Chief
James D. Hartman Financial Officer (Principal
Executive, Financial and
Accounting Officer)
* Director December 18, 1996
- ----------------------------------
Richard W. Kramp
* Director December 18, 1996
- ----------------------------------
Ted K. Schwarzrock
* Director December 18, 1996
- -----------------------------------
Richard F. Sauter
* By /s/ James D. Hartman
James D. Hartman, attorney-in-fact
</TABLE>
December 19, 1996
Exhibit 5
MedAmicus, Inc.
15301 Highway 55 West
Plymouth, MN 55447
RE: MEDAMICUS, INC. REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to MedAmicus, Inc., a Minnesota corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-3 (the "Registration Statement") relating
to the registration of 610,000 shares of common stock par value $.01 per share
(the "Shares"), of the Company.
As such counsel, we have examined copies of the Articles of
Incorporation and Bylaws of the Company, each as amended to date, minutes of
various meetings of the Board of Directors of the Company and the original or
copies of all such records of the Company and all such agreements, certificates
of public officials, certificates of officers and representatives of the Company
and others, and such other documents, papers, statutes and authorities as we
have deemed necessary to form the basis of the opinions hereinafter expressed.
In such examinations, we have assumed the genuineness of signatures, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies thereof. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Company and others. Based
upon the foregoing, we are of the opinion that the Shares are, and will be when
sold in accordance with the Registration Statement, legally issued, fully paid
and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus which constitutes a part of the Registration
Statement. We further consent to your filing a copy of this opinion as an
exhibit to said Registration Statement.
Very truly yours,
LEONARD, STREET AND DEINARD
By:
Mark S. Weitz
EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
MedAmicus, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of MedAmicus, Inc. of our report dated February 17, 1995, relating to the
balance sheet of MedAmicus Inc. as of December 31, 1994, and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended, which report appears in the December 31, 1995 annual report on Form
10-KSB/A of MedAmicus, Inc. and to the reference to our firm under the heading
"Experts" therein.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 20, 1996
Exhibit 24.3
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders
MedAmicus, Inc.
Minneapolis, Minnesota
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report, dated February 1, 1996, except for Note 12
as to which the date is March 8, 1996, which appears in the Annual Report on
Form 10-KSB/A for the year ended December 31, 1995, relating to the financial
statements of MedAmicus, Inc., and to the reference to our Firm under the
caption "Experts" in the Prospectus.
McGLADREY & PULLEN, LLP
Minneapolis, Minnesota
December 20, 1996
