<PAGE> 1
Registration No. 33-62329
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2871434
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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180 LINDEN AVENUE ANTHONY VISCUSI, PRESIDENT
WESTBURY, NEW YORK 11590 VASOMEDICAL, INC.
(516) 997-4600 180 LINDEN AVENUE
(Address, including zip code and telephone WESTBURY, NEW YORK 11590
number, including area code) (516) 997-4600
(Name, address and telephone number,
including area code, of agent for service)
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Copy to:
DAVID H. LIEBERMAN, ESQ.
BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
(516) 822-4820
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
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/
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Amount to be Proposed maximum Proposed Amount of
Title of each class of registered offering price per maximum registration fee
securities to be registered security(1) aggregate offering
price(1)
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Common Stock, par 14,722,299 shs. (3) $1.44 $21,163,305 $7,615 (2)
value $.001 per share
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(1) Estimated solely for the purpose of calculating the registration fee, based
on the last reported sales price of the Common Stock reported in the
consolidated reporting system on August 29, 1995.
(2) Previously paid.
(3)Pursuant to Rule 416, this Registration Statement also covers any additional
shares of Common Stock which may become issuable by virtue of the anti-dilution
provisions of the Company's Common Stock Purchase Warrants.
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VASOMEDICAL, INC.
CROSS REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS ON FORM S-3
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ITEM NO. PROSPECTUS CAPTION
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1. Forepart of the Registration Statement Outside Front Cover Page of
and Outside Front Cover Page Prospectus
of Prospectus
2. Inside Front and Outside Back Cover Inside Front and Outside Back
Cover Pages of Prospectus
3. Summary Information, Risk Factors and *
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page
6. Dilution *
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities to be Registered Description of Capital
Stock; Selling Stockholders
10. Interests of Named Experts and Counsel Legal Matters; Experts
11. Material Changes *
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position on Indemnification of
Indemnification for Securities Act Liabilities Directors and Officers
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*Omitted since answer to item is negative or inapplicable
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VASOMEDICAL, INC.
14,722,299 SHARES OF COMMON STOCK, $.001 PAR VALUE
The 14,722,299 shares of Common Stock, $.001 par value per share
(the"Shares"), of Vasomedical, Inc. (the "Company") being covered by this
Prospectus represent 6,145,000 shares previously issued, including 4,000,000
shares issued upon the exercise of convertible debentures, and 8,577,299 shares
underlying Common Stock Purchase Warrants, of which 3,720,945 shares have been
issued. 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 $3,387,000. 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 September 4, 1996, the last reported sale price of the
Company's Common Stock as reported by NASDAQ was $2.75 per share.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "CERTAIN INVESTMENT CONSIDERATIONS", PAGE 4.
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.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 6, 1996
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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
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PAGE
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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
Indemnification of Directors and Officers............................... 12
Legal Matters........................................................... 13
Experts................................................................. 13
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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 Report on Form 8-K dated October 24, 1995.
- The Company's Report on Form 8-K dated May 23, 1996.
- The Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 1996.
- Notice of Annual Meeting of Stockholders dated October 10, 1996.
- 1996 Annual Report to Stockholders.
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.,
180 Linden Avenue, Westbury, New York 11590 (516) 997-4600.
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THE COMPANY
The Company is engaged in the commercialization of Enhanced External
Counterpulsation ("EECP(TM)"), a microprocessor-based medical device for the
non-invasive, atraumatic treatment of patients with coronary artery disease.
EECP(TM) is marketed worldwide to hospitals, clinics and other cardiac health
care providers. The Company has the worldwide exclusive marketing rights (except
in China) to EECP(TM), which rights it acquired in fiscal 1992.
In addition to its 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.
EECP(TM) 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 180 Linden Avenue,
Westbury, New York 11590, and its telephone number is (516) 997-4600.
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 May 31, 1996, the ongoing commercialization of
EECP(TM) and the relief of the Company's long-term debt obligation through the
conversion into Common Stock of the Company's 7% five-year Convertible
Debentures will make it possible for the Company to support its internal
overhead expenses and to implement its new development and business plans
through at least May 31, 1997. While the Company intends to finance its future
cash requirements from the sale and lease of EECP(TM) devices, there is no
assurance that the Company can be successful in these efforts.
2. Dependence on Limited Products. Currently, EECP(TM) is the Company's
only product. 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 marketing expenses. Although the Company generated revenue from
EECP(TM) in fiscal 1996, there is no assurance that the Company will continue to
generate enough revenue to fund internal working capital requirements beyond May
31, 1997.
3. Historical and Anticipated Losses. The Company was incorporated in
July 1987 and, to date, has had limited revenues. For the years ended May 31,
1996, 1995 and 1994, the Company sustained net losses of $2,643,000, $3,117,000
and $4,811,000, respectively. The Company recognized $2,683,000 and $1,370,000
in revenues for the years ended May 31, 1996 and 1994, respectively but no
revenues were generated during fiscal 1995. The revenues generated during fiscal
year 1996 were from the sale and lease of its EECP(TM) device, although prior
revenues were from since disposed subsidiaries.
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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. The likelihood of success for 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 7,579,000 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 14,722,299 shares of Common Stock
registered hereunder represent approximately 42.2% of the Company's outstanding
Common Stock upon full exercise of the warrants 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 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 $3,387,000. Management of the
Company has certain discretion over the use and expenditure of approximately 26%
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.
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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 $3,387,000. If such proceeds
are received, the Company intends to use approximately $2,500,000 to support
further expansion of its marketing and manufacturing activities 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 September 4, 1996 was
750.
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Fiscal 1994 Fiscal 1995 Fiscal 1996
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High Low High Low High Low
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First Quarter....................... 1 1/21 1 2 1/32 3/8 1 3/4 3/4
Second Quarter...................... 1 5/16 1 27/32 7/16 1/4 1 5/8 23/32
Third Quarter....................... 1 21/32 3/4 9/32 1 5/16 3/4
Fourth Quarter...................... 7/8 1/2 2 7/32 1/2 2 17/32 1 5/16
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The last bid price of the Company's Common Stock on September 4, 1996
was $2.75 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 presently 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 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
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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.
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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 *
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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. 1.3% 625,000 shs. (5) 1.3% -
Yair Devash 505,000 shs. 1.1% 500,000 shs. (6) 1.1% 5,000 shs.
Paul Erhlich 25,000 shs. 25,000 shs. (7) -
Joseph A. Giacalone 303,000 shs. 300,000 shs. (8) 3,000 shs.
Eugene H. Glicksman (31) 1,861,218 shs. 4.0% 190,000 shs. 1,671,218 shs. 3.6%
Frederic D. Heller 125,000 shs. 125,000 shs. (9) -
John C.K. Hui 1,260,000 shs. 2.7% 300,000 shs. (10) 960,000 shs. 2.1%
Barbara A. Amato 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. 1.4% 625,000 shs. (15) 1.3% 10,000 shs.
Zhi-yun Tang 130,000 shs. 30,000 shs. (16) 100,000 shs.
Anthony Viscusi 1,125,000 shs. 2.4% 1,125,000 shs. (17) 2.4% -
Outside Consultants:
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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. 1.2% 552,500 shs. (26) 1.2% -
JMF Consultants, Inc. 600,000 shs. 1.3% 600,000 shs. 1.3% -
Investors:
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Ados Equities Corp. 535,973 shs. 1.2% 513,699 shs. (27) 1.1% 22,274 shs.
Ispep Equities Corp. 535,973 shs. 1.2% 513,699 shs. (27) 1.1% 22,274 shs.
Sprite Equities Corp. 535,973 shs. 1.2% 513,699 shs. (27) 1.1% 22,274 shs.
Shefa Equities Corp. 535,973 shs. 1.2% 513,699 shs. (27) 1.1% 22,274 shs.
Individual Securities Ltd. (32) 444,453 shs. 444,453 shs. (28) -
Carl Lanzisera (32) 441,901 shs. 441,901 shs. (29) -
Banca del Gottardo 4,000,000 shs. 8.6% 4,000,000 shs. (30) 8.6% -
Egger & Co. 360,000 shs. 360,000 shs. -
Christopher J. Lockwood 312,500 shs. 312,500 shs. -
---------------
14,722,299 shs.
---------------
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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 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 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 four 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.
(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.
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<PAGE> 13
(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 513,699 shares of Common Stock at $.73 per
share expiring in September 1997, subject to anti-dilution provisions.
(28) Includes warrants to purchase 129,935 shares of Common Stock at $.94 per
share expiring in July 1997, options to purchase 77,961 shares of Common
Stock at $1.81 per share expiring in June 1997 and warrants to purchase
39,958 shares of Common Stock at $1.37 per share expiring in July 1997,
subject to anti-dilution provisions.
(29) Includes warrants to purchase 144,401 shares of Common Stock at $1.37 per
share expiring in July 1997, subject to anti-dilution provisions.
(30) Includes shares of Common Stock issued upon the exercise of Convertible
Debentures.
(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.
-12-
<PAGE> 14
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."
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under provisions of the By-Laws of the Company, each person who is or
was a director or officer of the Company shall be indemnified by the Company as
of right to the full extent permitted or authorized by the General Corporation
Law of Delaware, including against liabilities under the Securities Act of 1933.
Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action. If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgements, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company except that if such a person is adjudged to be liable in such suit for
negligence or misconduct in the performance of his duty to the Company, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to indemnity for such expenses.
The officers and directors of the Company are covered by officers and
directors liability insurance. The policy coverage is $2,000,000, which includes
reimbursement for costs and fees. There is a maximum deductible for officers and
directors under the policy of $75,000 for each claim. The Company has entered
into Indemnification Agreements with each of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is
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<PAGE> 15
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 registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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 registrant 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.
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> 16
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.
14,722,299 COMMON SHARES
PROSPECTUS
DATED: SEPTEMBER 6, 1996
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee........... $ 7,615
Legal Fees.............................................. 5,000
Accounting Fees......................................... 3,000
Miscellaneous Expenses.................................. 385
-------
Total............................................. $16,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Under provisions of the By-Laws of the Company, each person who is
or was a director or officer of the Company shall be indemnified by the Company
as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.
Under such law, to the extent that such person is successful on
the merits of defense of a suit or proceeding brought against him by reason of
the fact that he is a director or officer of the Company, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action. If unsuccessful in defense of a third-party civil
suit or a criminal suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and (2)
judgements, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
the Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company except that if such a person is adjudged to be liable in such suit for
negligence or misconduct in the performance of his duty to the Company, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to indemnity for such expenses.
The officers and directors of the Company are covered by officers
and directors liability insurance. The policy coverage is $2,000,000, which
includes reimbursement for costs and fees. There is a maximum deductible for
officers and directors under the policy of $75,000 for each claim. The Company
has entered into Indemnification Agreements with each of its officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee.
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<PAGE> 18
Item 16. Exhibits
4 Form of Warrant Agreement
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.
23(a) Consent of Grant Thornton LLP
23(b) Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included in
their opinion)
24 Power of Attorney
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Act"), each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in a form
II-2
<PAGE> 19
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of the registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(d) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set froth in the prospectus, to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
II-3
<PAGE> 20
Exhibit 5
September 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vasomedical, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-3
Gentlemen:
Reference is made to the filing by Vasomedical, Inc. (the "Company")
of a Post- Effective Amendment No. 1 to the Registration Statement (the
"Registration Statement") on Form S-3 with the Securities and Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended,
covering the registration of 14,722,299 shares of the Company's Common Stock,
$.001 par value per share (the "Common Stock").
As counsel for the Corporation, we have examined its corporate
records, including its Certificate of Incorporation, as amended, By-laws, as
amended, its corporate minutes, the form of its Common Stock certificate and
such other documents as we have deemed necessary or relevant under the
circumstances.
Based upon our examination, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the State of Delaware.
2. The 6,145,000 previously issued shares of Common Stock covered by
the Registration Statement have been legally issued, fully paid and are
non-assessable and the 8,577,299 shares of Common Stock issuable upon exercise
of warrants will be, when exercised pursuant to their terms, legally issued,
fully paid and non-assessable.
II-4
<PAGE> 21
Securities and Exchange Commission
September 5, 1996
Page -2-
We hereby consent to be named in the Registration Statement and in the
prospectus which constitutes a part thereof as counsel of the Corporation, and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
BLAU, KRAMER, WACTLAR &
LIEBERMAN, P.C.
II-5
<PAGE> 22
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated August 2, 1996, accompanying the consolidated
financial statements of Vasomedical, Inc. and Subsidiaries appearing in the 1996
Annual Report to Stockholders of the Company for the year ended May 31, 1996 and
incorporated by reference in the Company's 1996 Annual Report on Form 10-KSB
which are incorporated by reference in this Post-Effective Amendment No. 1 to
Form S-3 Registration Statement (the "Registration Statement"). We consent to
the incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under the caption
"Experts".
GRANT THORNTON LLP
Melville, New York
September 4, 1996
II-6
<PAGE> 23
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 Registration
Statement to be signed on its behalf thereunto duly authorized, in Westbury, New
York on the 6th day of September, 1996.
VASOMEDICAL, INC.
By: /s/ Anthony Viscusi
----------------------------------------------------
Anthony Viscusi, President, Chief Executive
Officer and Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony Viscusi and Joseph A. Giacalone,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities indicated on September 6, 1996.
Signatures Title
- ---------- -----
Director
- -----------------------------------
Alexander G. Bearn
/s/David S. Blumenthal Director
- -----------------------------------
David S. Blumenthal
Director
- -----------------------------------
Francesco Bolgiani
/s/Abraham E. Cohen Chairman of the Board
- -----------------------------------
Abraham E. Cohen
/s/ Joseph A. Giacalone Secretary and Treasurer (Principal
- ----------------------------------- Financial and Accounting Officer)
Joseph A. Giacalone
/s/ Eugene H. Glicksman Executive Vice President
- ----------------------------------- and Director
Eugene H. Glicksman
/s/ John C. K. Hui Director
- -----------------------------------
John C. K. Hui
Director
- -----------------------------------
Kenneth W. Rind
/s/E. Donald Shapiro Director
- -----------------------------------
E. Donald Shapiro
II-7
<PAGE> 24
/s/ Anthony Viscusi President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
Anthony Viscusi
Director
- -----------------------------------
Zhen-sheng Zheng
II-8
