UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended May 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-18105
VASOMEDICAL, INC.
(Name of registrant as specified in its charter)
Delaware 11-2871434
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
180 Linden Avenue, Westbury, New York 11590
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 997-4600
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of July 31, 1997, based on the average price on that date,
was $76,798,000. At July 31, 1997, the number of shares outstanding of the
issuer's common stock was 47,155,004.
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits are incorporated herein by reference as set forth in Item
13(a)3, Index to Exhibits, in Part IV.
<PAGE>
ITEM FOURTEEN-EXHIBITS AND REPORTS ON FORM 8-K
(a)(1)(2) Financial Statements
--------------------
See Index to Consolidated Financial Statements on page F-1 at beginning of
attached financial statements.
(a) Exhibits
--------
(3) (a) Restated Certificate of Incorporation (3)
(b) By-Laws (1)
(4) (a) Specimen Certificate for Common Stock (1)
(b) Certificate of Designation of the Preferred Stock, Series A (6)
(c) Certificate of Designation of the Preferred Stock, Series B (14)
(d) Form of Rights Agreement dated as of March 9, 1995 between
Registrant and American Stock Transfer & Trust Company (10)
(e) Stock Purchase Agreement dated June 25, 1997 between Registrant
and JNC Opportunity Fund, Ltd. (14)
(f) Registration Rights Agreement dated June 25, 1997 between
Registrant and JNC Opportunity Fund, Ltd. (14)
(g) Form of Warrant dated June 25, 1997 (14)
(10) (a) 1992 Non-Qualified Stock Option Plan (3)
(b) 1995 Stock Option Plan (13)
(c) Outside Director Stock Option Plan (13)
(d) Licensing Agreement dated May 29, 1990 between Albert Einstein
College of Medicine of Yeshiva University and Viromedics, Inc.(2)
(e) Agreement dated October 1991 between Vasogenics, Inc. and
Registrant (3) (f) Purchase Agreement dated April 9, 1992
among Registrant, Devaron, Inc., Dr. Yair Devash and Dr. Yacov
Ron (3)
(g) Amendment dated November 20, 1992 to Agreement between
Registrant and Vasogenics, Inc. (3)
(h) Employment Agreement dated November 1, 1992, as amended November
1, 1993, between Registrant and Eugene H. Glicksman (3) (4)
(i) Modification Agreement dated as of May 13, 1993 to the May 29,
1990 agreement with Albert Einstein College of Medicine of
Yeshiva University and Viromedics, Inc. (5)
(j) Employment Agreement dated July 1, 1994, as amended on October
24, 1995, between Registrant and Anthony Viscusi (11) (12)
(k) Settlement Agreement dated September 1, 1994 between Viromedics,
Inc. and the Albert Einstein College of Medicine of Yeshiva
University (11)
(l) Stock Repurchase Agreement dated October 27, 1994 between
Registrant and Devaron, Inc. (7)
(m) Offshore Securities Subscription Agreement dated December 2,
1994 between Registrant and Banca del Gottardo (6)
(n) Confidential Private Placement Memorandum dated December 5,
1994 (6)
(o) Stock Purchase Agreement dated January 24, 1995 between
Registrant and Vasogenics, Inc. (8)
(p) Employment Agreement dated January 23, 1995, as amended on
October 24, 1995, between Registrant and Anthony E. Peacock (8)
(12)
(q) Employment Agreement dated February 1, 1995 between Registrant
and John C.K. Hui (8)
(r) Note Purchase, Paying and Conversion Agency Agreement dated July
5, 1995 between Registrant and Banca del Gottardo (9)
1
<PAGE>
(22) Subsidiaries of the Registrant
Percentage
Name State of Incorporation Owned by Company
---- ---------------------- ----------------
Viromedics, Inc. Delaware 61%
Vaso Interim Corp. Delaware 100%
Vasogenics, Inc. New York 100%
(23) Consent of Grant Thornton LLP (16)
(27) Financial Data Schedule (15)
---------
(1) Incorporated by reference to Registration Statement on Form S-18, No.
33-24095.
(2) Incorporated by reference to Report on Form 10-K for the fiscal year
ended May 31,1991.
(3) Incorporated by reference to Registration Statement on Form S-1, No.
33-46377 (effective 7/12/94).
(4) Incorporated by reference to Report on Form 8-K dated November 1, 1992.
(5) Incorporated by reference to Report on Form 8-K dated May 13, 1993.
(6) Incorporated by reference to Report on Form 8-K dated November 14,1994.
(7) Incorporated by reference to Report on Form 10-QSB for the quarter
ended November 30, 1994.
(8) Incorporated by reference to Report on Form 8-K dated January 24, 1995.
(9) Incorporated by reference to Report on Form 8-K/A dated June 26, 1995.
(10) Incorporated by reference to Registration Statement on Form 8-A
dated May 12, 1995.
(11) Incorporated by reference to Report on Form 10-K for the fiscal year
ended May 31,1994.
(12) Incorporated by reference to Report on Form 8-K dated October 24, 1995.
(13) Incorporated by reference to Notice of Annual Meeting of Stockholders
dated December 5, 1995.
(14) Incorporated by reference to Report on Form 8-K dated June 25, 1997.
(15) Filed with the Report on Form 10-K for the fiscal year ended May 31,
1997.
(16) Filed herewith with this amendment to the Report on Form 10-K for the
fiscal year ended May 31, 1997.
(b) Form 8-K Reports
----------------
Report on Form 8-K dated June 25, 1997.
2
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the twenty-sixth
day of September, 1997.
VASOMEDICAL, INC.
By: /s/ Anthony Viscusi
-----------------------------
Anthony Viscusi
President, Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on Septemnber 26, 1997 by the following persons
in the capacities indicated:
- ------------------------ Director
Alexander G. Bearn
- ------------------------ 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/ John C.K. Hui Senior Vice President, R&D and Manufacturing and
- ------------------------ Director
John C.K. Hui
/s/ Kenneth W. Rind Director
- ------------------------
Kenneth W. Rind
/s/ E. Donald Shapiro Director
- ------------------------
E. Donald Shapiro
/s/ Anthony Viscusi President, Chief Executive Officer and Director
- ------------------------ (Principal Executive Officer)
Anthony Viscusi
- ------------------------ Director
Zhen-sheng Zheng
<PAGE>
EXHIBIT INDEX
Exhibit No.
(23) Consent of Grant Thornton LLP
Exhibit 23
Consent of Independent Certified Public Accountants
We have issued our report dated July 29, 1997, accompanying the
consolidated financial statements included in the Annual Report of Vasomedical,
Inc. and Subsidiaries on Form 10-K for the fiscal year ended May 31, 1997. We
hereby consent to the incorporation by reference of said report in the
Registration Statements of Vasomedical, Inc. and Subsidiaries on Form S-3 (File
No. 33-62329, effective September 18, 1995) and on Forms S-8 (File No.
333-11579, effective September 6, 1996; File No. 333-11581, effective September
6, 1996; and File No. 333-11583, effective September 6, 1996).
GRANT THORNTON LLP
Melville, New York
August 7, 1997
