<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No. 33-62329
VASOMEDICAL, INC.
14,833,418 SHARES OF COMMON STOCK, $.001 PAR VALUE
The 14,833,418 shares of Common Stock, $.001 par value per share
(the"Shares"), of Vasomedical, Inc. (the "Company") being covered by this
Prospectus represent 2,505,000 shares previously issued, 8,328,418 shares
underlying Common Stock Purchase Warrants and 4,000,000 shares issuable upon
the exercise of convertible debentures. They are being offered by an aggregate
of thirty-five (35) selling stockholders and any pledgees, transferees, donees
or other successors in interest thereof (the "Selling Stockholders"). The
Shares may be offered by the Selling Stockholders from time to time in
transactions on the NASDAQ, in privately negotiated transactions, or by a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-dealers and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder or the purchaser of the
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal or both (which compensation to a particular broker- dealer might be
in excess of customary commissions). See "Selling Stockholders" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company, except to the extent that the
Common Stock Purchase Warrants are exercised. If all the Common Stock Purchase
Warrants are exercised at current exercise prices, the net proceeds to the
Company from this offering would be $5,013,000. The Company will bear the
expenses in connection with the offering, including filing fees and the
Company's legal and accounting fees, estimated at $16,000.
The Company's Common Stock is traded on the NASDAQ Small-Cap Issues
market (Symbol: VASO). On August 29, 1995, the last reported sale price of the
Company's Common Stock as reported by NASDAQ was $1.44 per share.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "CERTAIN INVESTMENT CONSIDERATIONS", PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 18, 1995
<PAGE> 2
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or by any
agent, dealer or underwriter. This Prospectus does not constitute an offer of
any securities other than those to which it relates or an offer to sell, or a
solicitation of an offer to buy, those to which it relates in any state to any
person to whom it is not lawful to make such offer in such state.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certain Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Price Range of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement under the Securities
Act of 1933, as amended (the "Act"), with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto. For further
information with respect to the Company and the shares of Common stock offered
by this Prospectus, reference is made to such Registration Statement and the
exhibits thereto. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement for a full statement of the
provisions thereof; each such statement contained herein is qualified in its
entirety by such reference.
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 Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained at the
office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. Copies of such material can also
be obtained at the offices of the National Association of Securities Dealers,
Inc. at 1735 K Street, Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 0-18105) pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
- The Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 1995.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this offering of Common Stock shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 such
person, a copy of any or all of the documents incorporated by reference (except
for exhibits thereto unless specifically incorporated by reference therein).
Requests for such copies should be directed to the Secretary, Vasomedical,
Inc., 150 Motor Parkway, Hauppauge, New York 11788 (516) 348-0500.
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THE COMPANY
The Company is engaged, through the ownership of patents and exclusive
worldwide manufacturing and marketing rights (except in China), in the
manufacturing and marketing of Enhanced External Counterpulsation ("EECP(TM)"),
a non-invasive device for the treatment of cardiac patients suffering from
angina pectoris, acute myocardial infarction and cardiogenic shock. In addition
to introductory marketing efforts, the Company is currently carrying out, at
several leading university hospitals, a clinical study for the purpose, among
other things, of gathering information to apply for medical reimbursement. The
device has received marketing clearance from the Food and Drug Administration
("FDA") under a 510(k) premarket notification.
The Company's executive offices are located at 150 Motor Parkway,
Hauppauge, New York 11788, and its telephone number is (516) 348-0500.
CERTAIN INVESTMENT CONSIDERATIONS
The following information, in addition to other information in this
Prospectus and in the documents incorporated herein by reference, should be
considered carefully by potential purchasers in evaluating the Company, its
business and an investment in shares of the Common Stock offered hereby.
1. Need for Additional Funds. Management believes that its present
working capital position at July 31, 1995, in addition to internally generated
funds, if any, from its operations, will be sufficient to support its internal
overhead expenses and to implement its new development and business plans
through at least May 31, 1996. These plans presently call for cash requirements
of approximately $4,000,000 for internal overhead, a multi-center clinical
study and expenses to support the commercialization of EECP(TM). While the
Company intends to finance its future cash requirements from internally
generated funds, if any, or through debt or equity financing, there is no
assurance that the Company can be successful in these efforts.
2. Development Stage Company. While it has initiated commercial
activities, the Company has been in the research and development stage and
generated no revenue from continuing operations through May 31, 1995. Potential
investors should be aware of the difficulties and delays normally encountered
by a company in the development stage, especially in view of the regulated
environment in which the Company operates and the paradigm shift in the
treatment of coronary heart disease that EECP(TM) represents. The Company is
concentrating substantially all of its efforts on EECP(TM) for which it is
conducting a multi-center clinical study and is incurring introductory
marketing expenses. Although the Company anticipates revenue from EECP(TM) in
fiscal 1996, there is no assurance that the Company will generate enough
revenue to fund internal working capital requirements beyond May 31, 1996.
While the Company has received premarketing clearance from the FDA for
EECP(TM), the likelihood of the product's success also must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with the development and marketing of new
medical devices.
3. Historical and Anticipated Losses. The Company was incorporated in
July 1987 and, to date, has had limited revenues, all of which have been from
since discontinued operations. For the years ended May
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31, 1995, 1994 and 1993, the Company sustained net losses of $3,117,000,
$4,811,000 and $4,357,000, respectively. No revenues were generated during
fiscal 1995 and $1,370,000 and $1,108,000 in revenues were recognized for the
years ended May 31, 1994 and 1993, respectively. All revenues to date were
from since disposed subsidiaries. The Company anticipates limited revenues and
continued losses through May 31, 1996.
4. Uncertainty of Market Acceptance of the Company's Products. With
respect to EECP(TM), management believes that it represents a new and
innovative treatment for patients suffering from coronary heart disease.
Additional efforts will be required to confirm that this procedure is effective
and safe and to acquaint potential purchasers, such as doctors, hospitals,
suppliers of medical equipment and other potential purchasers of the device.
The Company cannot guarantee acceptance by the medical community.
5. Dependence on Key Personnel. The Company is substantially dependent
upon the efforts of its executive officers, particularly Dr. John Hui. The
Company maintains limited key-man life insurance. Despite the existence of
employment agreements with Dr. Hui and others, there are no assurances that
Company's key executives will continue their employment with the Company.
6. Technological Obsolescence. The Company is engaged in an area
characterized by extensive research and development activities. New
developments are expected to continue at a rapid pace and there can be no
assurance that new discoveries will not render the Company's products,
processes and devices uneconomical or obsolete. Potential investors should be
aware of the difficulties and delays normally encountered by a company in the
development stage, especially in view of the regulated environment in which the
Company operates. The likelihood of success for any of the Company's products
must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the
development of new medical processes, devices and products and their level of
acceptance by the medical community.
7. Competition. There are other companies engaged in development,
manufacture and/or marketing of products intended for the same uses as the
Company's products, processes and devices. These companies' products may
receive more widespread commercial acceptance than the Company's EECP(TM)
because of greater financial resources and marketing capabilities.
8. Future Sales of Common Stock. Of the Company's Common Stock
currently outstanding, approximately 8,487,000 shares are "restricted
securities" as that term is defined in Rule 144 under the Securities Act and,
under certain circumstances, may be sold without registration pursuant to that
Rule. The restricted securities as well as the 14,833,418 shares of Common
Stock registered hereunder represent approximately 45.5% of the Company's
outstanding Common Stock upon full exercise of the warrants and conversion of
the debentures referenced hereunder. Their sale, or even potential sale,
pursuant to Rule 144, this registration statement or otherwise, would likely
have an adverse effect on the market price of the Company's Common Stock.
9. Government Regulation. The development, testing, production and
marketing of the Company's products are subject to regulation by the FDA as
devices under 1976 Medical Device Amendments to the Federal Food, Drug and
Cosmetic Act. Additionally, the Company's products may be subject to regulation
by similar agencies in other states and foreign countries. While the Company
believes that it has complied
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<PAGE> 6
with all applicable laws and regulations, no assurance can be given that
continued compliance with such laws or regulations, including any new laws or
regulations, will not impose additional costs on the Company which could
adversely affect its financial performance and results of operations.
10. Discretion in Application of Net Proceeds. To the extent that
the Common Stock Purchase Warrants are fully exercised, the Company will
receive net proceeds from this offering of approximately $5,000,000.
Management of the Company has certain discretion over the use and expenditure
of approximately 50% of these proceeds. As a result, the success of the
Company may be substantially dependent upon the discretion and judgment of the
management of the Company with respect to the application and allocation of
such net proceeds.
USE OF PROCEEDS
The Company will not receive any proceeds from this offering, except
to the extent that the Common Stock Purchase Warrants are exercised. If all the
Common Stock Purchase Warrants are exercised at current exercise prices, the
net proceeds to the Company from this offering would be $5,013,000. If such
proceeds are received, the Company intends to use approximately $2,500,000 to
support further expansion of its sales force for EECP(TM) and conduct new
clinical studies designed to confirm additional therapeutic claims with the
balance to be utilized for capital expenditures and general working capital.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the National Association of
Securities Dealers Automated Quotation (NASDAQ) Small- Cap Issues market under
the symbol VASO. The table below sets forth the range of high and low bid
prices of the Common Stock as reported by NASDAQ for the fiscal periods
specified. These prices represent inter-dealer quotations without retail
markups, markdowns or commissions and do not necessarily represent actual
transactions. The approximate number of record holders of Common Stock as of
August 29, 1995 was approximately 698.
<TABLE>
<CAPTION>
Fiscal 1993 Fiscal 1994 Fiscal 1995
----------- ----------- -----------
High Low High Low High Low
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
First Quarter. . . . . . . . . 3 11/32 1 11/16 1 1/2 1 21/32 3/8
Second Quarter. . . . . . . . . 1 7/8 1 1/32 1 5/16 27/32 7/16 1/4
Third Quarter. . . . . . . . . 2 1/8 1 7/32 1 21/32 3/4 9/32
Fourth Quarter. . . . . . . . . 1 21/32 1 3/16 7/8 1/2 27/32 1/2
</TABLE>
The last bid price of the Company's Common Stock on August 29, 1995
was $1.44 per share. The Company has never paid any cash dividends on its
Common Stock. While the Company does not intend to pay cash dividends in the
foreseeable future, payment of cash dividends, if any, will be dependent upon
the earnings and financial position of the Company, investment opportunities
and such other factors as the Board of Directors deems appropriate. Stock
dividends, if any, also will be dependent on such factors as the Board of
Directors deems appropriate.
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DESCRIPTION OF CAPITAL STOCK
CAPITAL STOCK
The Company's authorized capital stock consists of 85,000,000 shares
of common stock, $.001 par value per share ("Common Stock") and 1,000,000
shares of Serial Preferred Stock, $.01 par value per share, of which 500,000
shares have been designated as Series A.
COMMON STOCK
General. The Company has 85,000,000 authorized shares of common
stock, $.001 par value.
Voting Rights. Each share of Common Stock entitles the holder thereof
to one vote, either in person or by proxy, at meetings of shareholders. The
Company's Board consists of three classes each of which serves for a term of
three years. At each annual meeting of the stockholders, the directors in only
one class will be elected. The holders are not permitted to vote their shares
cumulatively. Accordingly, the holders of more than fifty percent (50%) of the
issued and outstanding shares of Common Stock can elect all of the directors of
the Company.
Dividend Policy. All shares of Common Stock are entitled to
participate ratably in dividends when and as declared by the Company's Board of
Directors out of the funds legally available therefor. Any such dividends may
be paid in cash, property or additional shares of Common Stock. The Company
has not paid any cash dividends since its inception and pesently anticipates
that all earnings, if any, will be retained for development of the Company's
business and that no dividends on the shares of Common Stock will be declared
in the foreseeable future. Any future dividends will be subject to the
discretion of the Company's Board of Directors and will depend upon, among
other things, future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions and other
pertinent facts. Therefore, there can be no assurance that any dividends on
the Common Stock will be paid in the future.
Miscellaneous Rights and Provisions. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of the liquidation of dissolution,
whether voluntary or involuntary, of the Company, each share of Common Stock is
entitled to share ratably in any assets available for distribution to holders
of the equity of the Company after satisfaction of all liabilities; subject to
the rights of holders of Preferred Stock.
SERIAL PREFERRED STOCK
The Board of Directors is authorized by the Company's Certificate of
Incorporation to authorize and issue one or more series of Serial Preferred
Stock, $.01 par value. To date, 500,000 shares of Series A Preferred Stock
have been issued by the Company, which shares have been converted to 1,000,000
shares of Common Stock. No additional shares of Preferred Stock have been
authorized for issuance by the Board and the Company has no present plans to
issue any such shares. In the event that the Board of Directors does issue
additional Preferred Stock, it may exercise its discretion in establishing the
terms of the Preferred Stock. In the exercise of such discretion, the Board of
Directors may determine the voting rights, if any, of
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<PAGE> 8
the series of Preferred Stock being issued, which could include the right to
vote separately or as a single class with the Common Stock and/or other series
of Preferred Stock; to have more or less voting power per share than that
possessed by the Common Stock or other series of Preferred Stock; and to vote
on certain specified matters presented to the stockholders or on all of such
matters or upon the occurrence of any specified event or condition. On
liquidation, dissolution or winding up of the Company, the holders of Preferred
Stock may be entitled to receive preferential cash distributions fixed by the
Board of Directors when creating the particular series thereof before the
holders of the Common Stock are entitled to receive anything. Preferred Stock
authorized by the Board of Directors could be redeemable or convertible into
shares of any other class or series of stock of the Company.
The issuance of Preferred Stock by the Board of Directors could
adversely affect the rights of holders of shares of Common Stock by, among
other things, establishing preferential dividends, liquidation rights or voting
power. The issuance of Preferred Stock could be used to discourage or prevent
efforts to acquire control of the Company through the acquisition of shares of
Common Stock.
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SELLING STOCKHOLDERS
The following table sets forth the ownership of the Selling Stockholders
of shares of Common Stock of the Company prior to and after giving effect to
the sale of the Shares covered by this Prospectus.
<TABLE>
<CAPTION>
Number (Percentage) of
Number (Percentage) of Shares Owned After
Shares Owned Prior to Number (Percentage) of Giving Effect to Sale
Name of Selling Sale of Shares Covered Shares Covered of Shares Covered by
Stockholder (1) by this Prospectus * (2) by this Prospectus * this Prospectus *
--------------- ------------------------ ---------------------- ---------------------
<S> <C> <C> <C>
Directors, Officers and
employees (current and former):
Alexander G. Bearn 100,000 shs. 100,000 shs. (3) -
David S. Blumenthal 100,000 shs. 100,000 shs. (4) -
Abraham E. Cohen 625,000 shs. 1.6% 625,000 shs. (5) 1.6% -
Yair Devash 540,000 shs. 1.4% 535,000 shs. (6) 1.4% 5,000 shs.
Paul Erhlich 25,000 shs. 25,000 shs. (7) -
Joseph A. Giacalone 300,000 shs. 300,000 shs. (8) -
Eugene H. Glicksman (31) 1,837,888 shs. 4.7% 190,000 shs. 1,647,888 shs. 4.2%
Frederic D. Heller 125,000 shs. 125,000 shs. (9) -
John C.K. Hui 1,260,000 shs. 3.2% 300,000 shs.(10) 960,000 shs. 2.4%
Barbara A. Janetschek 5,000 shs. 5,000 shs.(11) -
Anthony E. Peacock 327,000 shs. 300,000 shs.(12) 27,000 shs.
Kenneth W. Rind 350,000 shs. 350,000 shs.(13) -
Arthur G. Rosenberg 100,000 shs. 100,000 shs.(14) -
E. Donald Shapiro 635,000 shs. 1.6% 625,000 shs.(15) 1.6% 10,000 shs.
Zhi-yun Tang 130,000 shs. 30,000 shs.(16) 100,000 shs.
Anthony Viscusi 1,125,000 shs. 2.8% 1,125,000 shs.(17) 2.8% -
Outside Consultants:
Lonn E. Berney 350,000 shs. 350,000 shs.(18) -
Strategic Growth International 360,360 shs. 360,360 shs.(19) -
Indelible Inc. 25,000 shs. 25,000 shs.(20) -
Arye Rubinstein 225,000 shs. 200,000 shs.(21) 25,000 shs.
FK Consultants, Inc. 70,789 shs. 70,789 shs.(22) -
David H. Lieberman 131,666 shs. 125,000 shs.(23) 6,666 shs.
Edward S. Wactlar 23,166 shs. 12,500 shs.(24) 10,666 shs.
Edward I. Kramer 12,500 shs. 12,500 shs.(25) -
Jack M. Ferraro 552,500 shs. 1.4% 552,500 shs.(26) 1.4% -
JMF Consultants, Inc. 600,000 shs. 1.5% 600,000 shs. 1.5% -
Investors:
Ados Equities Corp. 550,443 shs. 1.4% 528,169 shs.(27) 1.4% 22,274 shs.
Ispep Equities Corp. 550,443 shs. 1.4% 528,169 shs.(27) 1.4% 22,274 shs.
Sprite Equities Corp. 550,443 shs. 1.4% 528,169 shs.(27) 1.4% 22,274 shs.
Shefa Equities Corp. 550,443 shs. 1.4% 528,169 shs.(27) 1.4% 22,274 shs.
Individual Securities Ltd. (32) 444,453 shs. 1.1% 444,453 shs.(28) 1.1% -
Carl Lanzisera (32) 460,140 shs 1.1% 460,140 shs.(29) 1.1% -
Banca del Gottardo 4,000,000 shs 9.3% 4,000,000 shs.(30) 9.3% -
Egger & Co. 360,000 shs. 360,000 shs.(31) -
Christopher J. Lockwood 312,500 shs. 312,500 shs. -
---------------
14,833,418 shs.
---------------
</TABLE>
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(1) Unless otherwise indicated, the Company has been advised that all holders
are the record and beneficial owners of the number of shares set forth
opposite their names. Ownership represents sole voting and investment
power.
(2) Includes Common Stock issuable upon the exercise of Common Stock Purchase
Warrants or Convertible Debentures.
(3) Includes warrants to purchase 50,000 shares of Common Stock at $1.50 per
share expiring in March 1998 and warrants to purchase 50,000 shares of
Common Stock at $.28 per share expiring in November 1999.
(4) Includes warrants to purchase 50,000 shares of Common Stock at $1.50 per
share expiring in March 1998 and warrants to purchase 50,000 shares of
Common Stock at $.45 per share expiring in June 1999.
(5) Includes warrants to purchase 150,000 shares of Common Stock at $1.50 per
share expiring in September 1997, warrants to purchase 200,000 shares of
Common Stock at $1.03 per share expiring in November 1998 and warrants to
purchase 150,000 shares of Common Stock at $.45 per share expiring in
June 1999.
(6) Includes warrants to purchase 35,000 shares of Common Stock at $1.50 per
share expiring in October 1995 and warrants to purchase 500,000 shares of
Common Stock at $.91 per share expiring in February 1999.
(7) Includes warrants to purchase 25,000 shares of Common Stock at $1.03 per
share expiring in November 1998.
(8) Includes warrants to purchase 100,000 shares of Common Stock at $.91 per
share expiring in November 1998 and warrants to purchase 200,000 shares
of Common Stock at $.41 per share expiring in February 2000, of which
150,000 shares vest in three equal annual installments beginning February
1996 contingent upon continued employment.
(9) Includes warrants to purchase 125,000 shares of Common Stock at $.91 per
share expiring in November 1998.
(10) Includes warrants to purchase 300,000 shares of Common Stock at $.40 per
share expiring in February 2000, which vest in three equal annual
installments beginning February 1996 contingent upon continued
employment.
(11) Includes warrants to purchase 5,000 shares of Common Stock at $.41 per
share expiring in February 2000.
(12) Includes warrants to purchase 300,000 shares of Common Stock at $.38 per
share expiring in January 2000, which vest in three equal annual
installments beginning January 1996 contingent upon continued employment.
(13) Includes warrants to purchase 350,000 shares of Common Stock at $.40 per
share expiring in February 2000, of which 300,000 shares vest in three
equal annual installments beginning February 1996 contingent upon
continued service as a director of the Company.
(14) Includes warrants to purchase 25,000 shares of Common Stock at $1.03 per
share expiring in November 1998 and warrants to purchase 75,000 shares of
Common Stock at $.45 per share expiring in November 1999.
(15) Includes warrants to purchase 150,000 shares of Common Stock at $1.50 per
share expiring in September 1997, warrants to purchase 200,000 shares of
Common Stock at $1.03 per share expiring in November 1998 and warrants to
purchase 150,000 shares of Common Stock at $.45 per share expiring in
June 1999.
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<PAGE> 11
(16) Includes warrants to purchase 30,000 shares of Common Stock at $.41 per
share expiring in February 2000 which vest in three equal annual
installments beginning February 1996 contingent upon continued
employment.
(17) Includes warrants to purchase 1,000,000 shares of Common Stock at $.45
per share expiring in June 2000 of which 750,000 shares vest in three
equal annual installments beginning June 1996 contingent upon continued
employment.
(18) Includes warrants to purchase 150,000 shares of Common Stock at $1.50 per
share expiring in December 1998 and warrants to purchase 200,000 shares
of Common Stock at $.91 per share expiring in October 2006.
(19) Includes warrants to purchase 360,360 shares of Common Stock at $1.11 per
share expiring in March 1997, subject to anti- dilution provisions.
(20) Includes warrants to purchase 25,000 shares of Common Stock at $1.03 per
share expiring in November 1998.
(21) Includes warrants to purchase 100,000 shares of Common Stock at $.91 per
share expiring in February 1999 and warrants to purchase 100,000 shares
of Common Stock at $.91 per share expiring in June 1999.
(22) Includes warrants to purchase 65,789 shares of Common Stock at $.76 per
share expiring in October 1999, subject to anti- dilution provisions.
(23) Includes warrants to purchase 125,000 shares of Common Stock at $.45 per
share expiring in June 1999.
(24) Includes warrants to purchase 12,500 shares of Common Stock at $.45 per
share expiring in June 1999.
(25) Includes warrants to purchase 12,500 shares of Common Stock at $.45 per
share expiring in June 1999.
(26) Includes warrants to purchase 240,000 shares of Common Stock at $.25 per
share expiring in December 1999.
(27) Includes warrants to purchase 528,169 shares of Common Stock at $.71 per
share expiring in September 1997, subject to anti- dilution provisions.
(28) Includes warrants to purchase 199,030 shares of Common Stock at $.90 per
share expiring in July 1997, options to purchase 151,403 shares of Common
Stock at $1.37 per share expiring in June 1997 and warrants to purchase
28,701 shares of Common Stock at $1.32 per share expiring in July 1997,
subject to anti-dilution provisions.
(29) Includes warrants to purchase 162,640 shares of Common Stock at $1.32 per
share expiring in July 1997, subject to anti- dilution provisions.
(30) Includes shares of Common Stock issuable upon the exercise of Convertible
Debentures on or after December 1, 1995 through July 2, 2000.
(31) Mr. Glicksman may be deemed a "parent" and "promoter" of the Company as
those terms are defined in the Rules and Regulations under the Securities
Act of 1933.
(32) Individual Securities, Ltd. ("ISL") and Mr. Carl Lanzisera, a principal
of ISL, were the Company's underwriters for its initial public offering
in October 1988.
* Represents less than 1% of the Company's Common Stock, unless otherwise
indicated.
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<PAGE> 12
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to
time in transactions on NASDAQ, in privately negotiated transactions, or by a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-dealers and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder or the purchaser of the
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal or both (which compensation to a particular broker-dealer might be in
excess of customary commissions). See "Selling Stockholders."
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed
upon for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New
York 11753. Members of this firm own 17,332 shares of Common Stock and
warrants to purchase 150,000 shares of Common Stock at $.45 per share. The
shares of Common Stock issuable upon exercise of these warrants are covered by
this Registration Statement.
EXPERTS
The consolidated financial statements incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, to the extent and
for the periods indicated in their reports, have been audited by Grant Thornton
LLP, independent certified public accountants, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said Reports.
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<PAGE> 13
No dealer, salesperson, or other person has been authorized by the
Company to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been so authorized by the
Company. 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 to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be unlawful. Neither
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct as
of any time subsequent to the date hereof.
VASOMEDICAL, INC.
14,833,418 COMMON SHARES
PROSPECTUS
DATED: SEPTEMBER 18, 1995
