As filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 333-19245
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN MEDICAL TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 75-2193593
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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5847 San Felipe, Suite 900
Houston, Texas 77057
(713) 783-8200
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------------------
James T. Rash, Chief Executive Officer
American Medical Technologies, Inc.
5847 San Felipe, Suite 900
Houston, Texas 77057
(713) 783-8200
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Stephen Irwin, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
<PAGE>
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 28, 1997
PROSPECTUS
5,952,500 SHARES
AMERICAN MEDICAL TECHNOLOGIES, INC.
Common Stock ($.01 par value)
This Prospectus relates to the reoffer and resale by certain selling
stockholders (the "Selling Stockholders") of shares (the "Shares") of the Common
Stock, $.01 par value (the "Common Stock"), of American Medical Technologies,
Inc. d/b/a AMT Industries, Inc. (the "Company") that (i) were previously issued
by the Company to the Selling Stockholders, or (ii) will be issued by the
Company to the Selling Stockholders upon the exercise of certain warrants to
purchase Common Stock. The Shares are being reoffered and resold for the account
of the Selling Stockholders. The Company will not receive any proceeds from the
resale of the Shares by the Selling Stockholders, but will receive amounts upon
exercise of warrants which amounts will be used to repay indebtedness and for
working capital and other corporate purposes. The Company has agreed to bear
certain expenses (other than selling commissions and fees and expenses of
counsel and other advisors to the Selling Stockholders) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders.
See "Use of Proceeds."
The Selling Stockholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling Stockholders may effect such transactions through public or private
markets by selling the Shares to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Any broker-dealer acquiring the Shares from the Selling
Stockholders may sell such securities in its normal market making activities,
through other brokers on a principal or agency basis, in privately negotiated
transactions, to its customers or through a combination of such methods. See
"Plan of Distribution."
The Common Stock is traded on the Nasdaq SmallCap Market ("Nasdaq")
under the symbol "AMTI." On January 24, 1997, the closing bid price for the
Common Stock as reported by Nasdaq was $2.00.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS
WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 3 HEREOF.
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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.
CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE FORWARD-LOOKING
STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the internet at
http://www.sec.gov.
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement. 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 document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended September
30, 1996 (and as amended on Form 10-K/A) which has been filed with the
Commission pursuant to the Exchange Act, is incorporated by reference in this
Prospectus and shall be deemed to be a part hereof.
The description of the Common Stock contained in the Company's
Registration Statement on Form 10, as amended, is incorporated by reference in
this Prospectus and shall be deemed to be a part hereof.
All documents filed by the Company pursuant to Sections 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 are deemed to be incorporated by reference in
this Prospectus and shall be deemed to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to American Medical Technologies, Inc. at 5847 San Felipe, Suite
900, Houston, Texas 77057, Attention: Secretary. Oral requests should be
directed to such officer (telephone number (713) 783-8200).
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
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<PAGE>
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.
CASH FLOW DEFICIENCIES; HISTORY OF LOSSES; POSSIBLE NEED FOR ADDITIONAL
FINANCING
The Company has a history of limited working capital and had cash flow
deficiencies in the fiscal years ended September 30, 1995 and 1996 of $737,034
and $1,740,624, respectively. If the Company is unable to generate adequate cash
flow from operations, the Company's business may be materially and adversely
affected. In addition, although the Company had net income of $1,215,118 for the
year ended September 30, 1996, it incurred a net loss of $3,417,869 for the
fiscal year ended September 30, 1995. The Company's ability to fund its
operation timely depends primarily upon its success in manufacturing, marketing
and selling its products. There can be no assurance that the Company will
generate sufficient revenues to meet expenses or to operate profitably in the
future.
If the Company is unable to generate sufficient cash flow from its
operations it would have to seek additional borrowings, effect debt or equity
offerings or otherwise raise capital. There can be no assurance that any such
financing will be available to the Company, or if available, that the terms will
be acceptable to the Company. In addition, the ability to raise other capital
might be restricted by financial covenants contained in currently existing
borrowing agreements.
REVOLVING CREDIT FACILITY
The Company, through its wholly-owned subsidiary, Tidel Engineering,
Inc., has a revolving credit facility which expires on May 31, 1997. There can
be no assurance that the Company will be able to further extend its revolving
credit agreement or refinance the amount outstanding under such agreement. If
the Company is unable to extend its revolving credit agreement or refinance the
amount outstanding under such agreement, the Company's business will be
materially and adversely affected. At September 30, 1996, $2,640,387 was
outstanding under such agreement.
INTELLECTUAL PROPERTIES
The Company's success depends, in part, on its ability to obtain
patents, maintain trade secret protection and operate without infringing the
proprietary rights of others. The Company owns United States patents for certain
of its products and expects to continue to file product, process and use patent
applications with respect to products or improvements developed in the future.
There can be no assurance, however, that such patent applications will be filed,
or if filed, that patents will be issued to the Company or, if issued, will be
adequate to protect its products. In addition, it is not possible to predict the
degree of protection that patents will afford. It is possible that patents
issued to or licensed by the Company will be successfully challenged, that the
Company may unintentionally infringe patents of third parties or that the
Company may have to alter its products or processes or pay licensing fees or
cease certain activities to take into account patent rights of third parties,
thereby causing additional unexpected costs and delays which may have a material
adverse effect on the Company's business.
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<PAGE>
In addition, competitors may obtain additional patents and proprietary
rights relating to products or processes used in, necessary to, competitive with
or otherwise related to those availed of by the Company. The scope and validity
of these patents and proprietary rights, the extent to which the Company may be
required to obtain licenses under these patents or under other proprietary
rights and the cost and availability of licenses are unknown, but these factors
may limit the Company's ability to market its existing or future products.
The Company also relies upon unpatented trade secrets and no assurance
can be given that others will not independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to the Company's
trade secrets or disclose such technology or that the Company can meaningfully
protect its rights to unpatented trade secrets.
DEPENDENCE ON PRINCIPAL PRODUCTS
The Company expects to derive most of its revenue from sales of its
automatic teller machine products. Accordingly, the Company's future success and
financial performance will depend in large part on its ability to successfully
market and sell its automatic teller machine products. If the Company is unable
to compete successfully in this business, the Company's financial condition and
results of operations will be materially and adversely affected.
DEPENDENCE ON KEY PERSONNEL
The Company's future success depends in large part on the continued
service of its key personnel. In particular, the loss of the services of James
T. Rash, Chairman of the Board, Chief Executive Officer and Chief Financial
Officer or Mark K. Levenick, President of the Company's operating subsidiaries
could have a material adverse effect on the operations of the Company. The
Company has keyman life insurance on the life of Mr. Rash in the amount of
$1,000,000, with the Company named as the sole beneficiary. In addition, a
subsidiary of the Company has key-man life insurance on the life of Mr. Levenick
in the amount of $1,000,000, with the subsidiary named as the sole beneficiary.
The Company's future success and growth also depends on its ability to continue
to attract, motivate and retain highly qualified employees, including those with
the expertise necessary to operate the business of the Company. There can be no
assurance that the Company will be able to attract, motivate and retain such
persons.
COMPETITION
Competition in the automated teller machine manufacturing business is
substantial. Large manufacturers such as Diebold, NCR and Fujitsu dominate the
marketplace. Direct competition to the Company in the quickly growing, low cost
automated teller machine and scrip machine market currently consists of other
companies such as Triton and Dessault. The Company believes that the lower
purchase price and ongoing operating expenses related to its automated teller
machine permit the Company to compete effectively in the low cost market.
Direct competition to the Company in the domestic market for timed
access cash controllers comes principally from Allied Gary International,
McGunn, Scitak and AutoVend. AutoVend is the only manufacturer other than the
Company which features cash controllers as a major product line.
Competition to the Company in its environmental monitoring systems
product line is significant. There are at least six active competitors on a
level with the Company, consisting of EBW, Emco Wheaton, Gilbarco, Petrovend,
Red Jacket, and Veeder-Root. The competition manufactures systems which provide
general leak detection and fuel management capabilities. Further, all of these
companies have significant name recognition in the industry and have capital
resources which are significantly greater then those presently available to the
Company.
NO DIVIDENDS
The Company has never paid dividends on its Common Stock. The Company
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<PAGE>
currently intends to retain earnings, if any, to provide funds for the operation
and planned expansion of the business and does not anticipate paying any cash or
stock dividends to its shareholders in the foreseeable future. Additionally, the
Company's revolving credit agreement includes a restriction prohibiting the
payment of dividends.
SHARES ELIGIBLE FOR FUTURE SALE
The sale, or availability for sale, of substantial amounts of Common
Stock offered hereby, and in the public market pursuant to Rule 144 promulgated
under the Securities Act or otherwise could adversely affect the market price of
the Common Stock and could impair the Company's ability to raise additional
capital through the sale of its equity securities.
The shares of Common Stock issuable upon exercise of the warrants or
the Common Stock registered in the Registration Statement of which this
Prospectus is part will be freely tradeable without restriction under the
Securities Act upon resale by the Selling Stockholders. As of the date hereof,
up to 5,400,000 shares of Common Stock could be issuable by the Company if all
of such warrants are exercised. The Selling Stockholders are not restricted as
to the price or prices at which they may sell their Shares. Sales of such Shares
may have an adverse effect on the market price of the Common Stock. Moreover,
the Selling Stockholders are not restricted as to the number of Shares that may
be sold at any time, and it is possible that a significant number of Shares
could be sold at the same time which may also have an adverse effect on the
market price of the Company's Common Stock.
ENVIRONMENTAL RISKS
The Company's operations include product lines which provide leak
detection and fuel management of underground petroleum storage tanks and their
associated piping systems. This activity is subject to a variety of United
States, federal, state and local laws, rules and regulations governing the
storage, manufacture, use, discharge, release and disposal of product and
contaminants into the environment or otherwise relating to the protecting of the
environment. These regulations include, among others, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the
Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the Oil
Pollution Act of 1990 ("OPA"), the Clean Air Act of 1970, as amended (the "Clean
Air Act"), the Clean Water Act of 1972, as amended (the "Clean Water Act"), the
Toxic Substances Control Act of 1976 ("TSCA"), the Emergency Planning and
Community Right-to-Know Act ("EPCRA"), and the Occupational Safety and Health
Administration Act ("OSHA"). The Company's environmental monitoring systems, by
their very nature, give rise to the potential for substantial environmental
risks.
Should the Company's monitoring systems fail to operate properly,
releases or discharge of petroleum and related products and associated wastes
could contaminate the environment. Such releases or discharges may give rise to
potential liability under the environmental laws, rules and regulations of the
United States, states, and local jurisdictions relating to contamination or
threat of contamination of air, soil, groundwater and surface waters. Such
indirect liability could expose the Company to monetary liability incident to
the failure of the monitoring systems to detect potential leaks in underground
storage tanks. While the Company endeavors to protect itself from such claims by
limiting the types of services it provides, operating pursuant to contracts
designed to protect the Company, instituting quality control operating
procedures and, where appropriate, insuring against such claims, the Company
cannot eliminate the risk of potential environmental liability.
THE COMPANY
GENERAL
American Medical Technologies, Inc., d/b/a AMT Industries, Inc. ("AMT"
or the "Company") is a Delaware corporation engaged in the manufacture of
automated teller machines, cash management security systems and environmental
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<PAGE>
monitoring systems through its three wholly owned subsidiaries, AnyCard
International, Inc., Tidel Cash Systems, Inc. and Tidel Engineering, Inc.
(collectively "Tidel").
On September 6, 1991, after an eight month period of inactivity, AMT
became engaged in the business of medical waste management through its
acquisition of substantially all of the assets and certain liabilities of
Complete Compliance Corporation and 3CI Transportation Systems Corporation
(collectively "3CI"). The purchase price was $6,741,884, which included cash,
debentures and common stock.
On April 14, 1992, AMT sold 580,000 shares of its 3CI common stock as a
selling shareholder in an initial public offering by 3CI. The net proceeds to
AMT of $3,064,800 were utilized principally to reduce the notes payable arising
from the initial acquisition of 3CI assets.
On February 7, 1994, AMT sold 1,255,182 shares of its holdings of 3CI
common stock to Waste Systems, Inc. ("WSI") for $5,083,488, resulting in a gain
of $2,229,725. The sale was in connection with the acquisition by 3CI of
substantially all of the assets and liabilities of A/MED, Inc. ("A/MED") and
American Medical Transports Corporation ("AMTC"), both majority owned
subsidiaries of WSI, in exchange for 2,640,350 shares of newly issued 3CI common
stock. The shares sold by AMT, together with the shares issued to the former
shareholders of A/MED and AMTC in the 3CI acquisitions, resulted in a change of
control of 3CI whereby WSI owns a majority of the total outstanding shares of
3CI. AMT's investment in 3CI now consists of 680,818 shares of the outstanding
common stock of 3CI, representing approximately 6.9% of the total outstanding
3CI shares.
On September 30, 1992, AMT acquired all of the issued and outstanding
capital stock of Tidel Engineering, Inc., a manufacturer of cash management
systems, automated teller machines and environmental monitoring systems for a
purchase price of $4,746,848. These operations currently represent the sole
business of the Company.
MANUFACTURED PRODUCTS
The following is a description of each product line manufactured by the
Company:
ANYCARD(TM) AUTOMATED TELLER MACHINES ("ANYCARD(TM)")
The Company entered the automated teller machine ("ATM") market in
October 1992, with the introduction of its original AnyCard(TM) II Model. The
AnyCard(TM) ATM Cash System was an integration of Tidel's cash management
equipment with electronic funds interface processing, utilizing a Personal
Identification Number (PIN) system familiar to ATM users.
The Company generated significant revenues from the sales of the
original AnyCard(TM) product from October 1992 through March 1995 and rapidly
achieved leadership in the low-cost ATM market. During the last half of fiscal
1995, however, the Company experienced a dramatic reduction in sales of this
product. Management believes that this deterioration in sales resulted from
increased competition from another manufacturer whose product, although
comparably priced, included more features. Accordingly, the Company developed
its newest product, the AnyCard(TM) sc, which offers substantially more features
than the old product and is competitively priced to assist the Company in
regaining its leadership in the low-cost ATM Market. The AnyCard(TM) sc can
process larger transaction volumes and supports either armored car or self-serve
cash replenishment. Sales of this product began in November 1995 and comprised
the majority of the Company's revenues for fiscal 1996.
Sales of the AnyCard(TM) II model were insignificant in fiscal 1996,
and management has decided to discontinue the product line and liquidate the
remaining inventory units in bulk. Certain raw materials will be maintained in
stock to support more than 1,000 units which are presently in service, and the
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<PAGE>
Company has provided reserves for these inventories.
TIMED ACCESS CASH CONTROLLERS ("TACC")
The Company's original product is its electronic cash management
security system known as TACC, which acts both as a drop safe and as a cash
dispenser. This unit serves as a depository for cash which is stored in plastic
tubes that can be retrieved upon programmed commands at timed intervals. The
TACC has been instrumental in the reduction of incidents of crime in many
segments of the retail industry, including convenience stores, retail gasoline,
specialty retailers, hospitality and entertainment.
Management believes its TACC products are highly regarded in the retail
market and have become standard equipment in virtually all new construction by
major convenience store operators and gasoline retailers. The TACC systems are
in use in all 7-Eleven stores in the United States, as well as in more than
88,000 other locations in the U.S. and 20 other countries. Current models allow
for a computer interface which can be used in conjunction with offsite systems
such as lotteries and point-of-sale systems.
Management considers the international market for its TACC products to
be potentially significant. Certain of the Company's largest customers during
the fiscal year have been international distributors. Consequently, the Company
has targeted Australia, U.K., Germany, Holland, Sweden, New Zealand, Korea,
Taiwan, Thailand and Hong Kong for continued expansion.
ENVIRONMENTAL MONITORING SYSTEMS ("EMS")
The Company's EMS product lines are designed to provide leak detection
and fuel management of underground petroleum storage tanks and their associated
piping systems. The EMS has the capability to print reports of requested date,
verify fuel inventories and provide instant notification of alarm conditions
such as leaks. The EMS can monitor up to eight storage tanks simultaneously,
providing a cost efficient method of monitoring fuel inventories. In addition,
the EMS console has communication ports for interface with point-of-sale
terminals, modems and computers. The EMS is designed to for use petroleum
retailers and other owners and operators of underground storage tanks ("UST"),
who must comply with government mandated monitoring regulations for both tanks
and piping systems.
The original EMS product developed for domestic use was the 3000 series
which incorporated several different probes purchased from a third party
supplier. The line probes failed to function properly as excessive false alarms
were registered. The supplier retrofitted the line probes in 1992, but the
retrofitted probes also malfunctioned. On January 27, 1994, Tidel Engineering,
Inc. sued the supplier seeking damages for the problems caused by the defective
probes. Further, on December 21, 1994, the principal customer for the EMS-3000
series filed suit against Tidel Engineering, Inc. and the supplier seeking
damages of $18 million. All matters related to this litigation have now been
settled.
The litigation relative to the line probes had a significant adverse
effect on this product line of the Company's business. Sales from EMS products
were $6,824,000 in 1993, declining to $1,586,000 and $1,269,000 in 1994 and
1995, respectively. In an effort to combat the negative impact of the this
problem, the Company developed the EMS-3500 series which did not incorporate the
probes used in the EMS-3000 series. Although the Company believes that the
EMS-3500 Series is a state of the art system with advanced probe technology,
sales of the product have been minimal due, in the opinion of management, to
industry wide knowledge of the problems associated with the line probes used in
the EMS-3000. As a result, marketing efforts have been discontinued with respect
to the entire EMS product line in the United States. Several of the Company's
existing customers are in process of converting all of their store locations to
this product and the Company will continue to sell EMS products to accommodate
their requirements. Total sales of EMS systems in fiscal 1996 were $954,610.
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<PAGE>
Due to the matters discussed in the preceding paragraphs, management
has written-off all of the intangible assets applicable to the EMS-3000 series
and provides reserves for certain line probe inventories.
----------------------
The Company currently maintains its principal executive offices at 5847
San Felipe, Suite 900, Houston, Texas 77057, and its telephone number is (713)
783-8200.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Shares offered hereby by the Selling Stockholders. The Company
will, however, receive the exercise price of the warrants when exercised by the
holders thereof. If all of the warrants are exercised the net proceeds which
would be received by the Company are estimated to be approximately $5,690,000.
The Company intends to use such proceeds, if any, to repay existing indebtedness
and for working capital and other corporate purposes.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Stockholder at January 3, 1997, (ii) the number of shares
to be offered for resale by each Selling Stockholder and (iii) the number and
percentage of shares of Common Stock to be held by each Selling Stockholder
after the completion of the offering. Except as set forth below, none of the
Selling Stockholders has had a material relationship with the Company during the
past three years.
<TABLE>
<CAPTION>
Number of shares
of Common Stock/
Number of shares of Number of Percentage of
Common Stock Shares to be Class to be Owned
Beneficially Owned Offered for After Completion
Name at January 3, 1997 Resale of the Offering (1)
- ------------------------------------------------- ----------------------- ------------------- ----------------------
<S> <C> <C> <C>
Alliance Developments (2) 1,437,362 125,000(3) 1,312,362/7.3%
Anglo American Pension Plan 81,250 81,250(3) 0/*
The Hugh Roy Cullen Estate Trust for
Isaac Arnold, Jr. 2,103 2,103(3) 0/*
The Lillie C. Cullen Estate Trust for
Isaac Arnold, Jr. 2,103 2,103(3) 0/*
1959 Trust for Robert Tilley Arnold 4,207 4,207(3) 0/*
Paul F. Barnhart, Trustee, Special 65,000 65,000(3) 0/*
BASD, Ltd. 80,000 40,000(3) 40,000/*
Batavia Trading, Inc. 58,000 58,000(3) 0/*
Fred H. Beck 12,500 12,500(3) 0/*
M.Y.I. Beck, M.D. 25,000 25,000(3) 0/*
Leonard A. Bedell (4) 125,500 125,000(3) 500/*
Mark Beychock 7,000 7,000(3) 0/*
Ann Binder 7,000 7,000(3) 0/*
Todd M. Binet 71,047 65,547(3) 5,500/*
Pinkye Lou Blair - Estate Trust 2,103 2,103(3) 0/*
David Bork 25,000 25,000(3) 0/*
Michael E. Bradley 10,700 10,700(3) 0/*
George M. Britton 20,000 20,000(3) 0/*
James L. Britton, III (5) 898,500 275,000(3) 623,500/3.5%
James L. Britton, IV 60,000 60,000(3) 0/*
John J. Britton 66,250 66,250(3) 0/*
Judith P. Britton 18,750 18,750(3) 0/*
The Bronstein Trust 30,000 30,000(3) 0/*
John R. Browne 32,500 32,500(3) 0/*
Richard L. Brubaker 6,750 6,750(3) 0/*
Anthony D. Bune 9,800 9,800(3) 0/*
Wilbur L. Burgess 25,000 25,000(3) 0/*
George V. Burkholder 21,707 21,707(3) 0/*
Don M. Canada 60,000 25,000(3) 35,000/*
Chrismer, Inc. 35,000 35,000(3) 0/*
Jerrell G. Clay (6) 279,605 279,605(3) 0/*
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Number of shares
of Common Stock/
Number of shares of Number of Percentage of
Common Stock Shares to be Class to be Owned
Beneficially Owned Offered for After Completion
Name at January 3, 1997 Resale of the Offering (1)
- ------------------------------------------------- ----------------------- ------------------- ----------------------
<S> <C> <C> <C>
Creekwood Capital Corp. 30,000 30,000(3) 0/*
E. Scott Crist 14,000 14,000(3) 0/*
Marion J. Danna 504,000 300,000 204,000/1.1%
Sol Davis 65,000 40,000(3) 25,000/*
Robert M. Dunn 27,000 27,000(3) 0/*
Equity Resource Group of Indian River
County, Inc. 10,516 10,516(3) 0/*
Felton Investments, Ltd. 100,000 100,000(3) 0/*
Terry Feuchtinger 285,300 208,500(3) 76,800/*
David L. Fink 14,000 14,000(3) 0/*
The Valerie A. Fitzgerald Trust 6,000 6,000(3) 0/*
Charles F. Ford 45,000 45,000(3) 0/*
Jack Gilardi 10,000 10,000(3) 0/*
Walter B. Grimm 7,250 6,250(3) 1,000/*
Guadalupe Funding Company 37,859 37,859(3) 0/*
Richard S. Gunther 30,000 30,000(3) 0/*
GVR, Inc. 50,000 50,000(3) 0/*
Titus H. Harris, Jr. 1,052 1,052(3) 0/*
W.K. Horwitz 29,250 6,750(3) 22,500/*
Hub, Inc. 42,065 42,065(3) 0/*
Stephen Irwin 50,000 50,000(3) 0/*
Charles W. Janke 278,750 208,750(3) 70,000/*
Mahesh D. Kanojia 431,850 171,250(3) 260,600/1.4%
Robert W. Kasten 22,500 22,500(3) 0/*
Gerald Kissner 149,030 131,530(3) 17,500/*
Jeffrey D. Kissner 13,030 3,030(3) 10,000/*
Douglas M. Kissner 65,530 15,530(3) 50,000/*
Robert M. Kissner 13,030 3,030(3) 10,000/*
The Estate of Stephen J. Knuckley 297,500 125,000(3) 172,500/1.0%
Joseph Sek-Man Kong 114,469 80,000(3) 34,469/*
Raymond P. Landrey 50,000 40,000(3) 10,000/*
Dennis J. Lavalle 21,033 21,033(3) 0/*
Randy G. Lee 45,000 45,000(3) 0/*
Mark K. Levenick (7) 166,916(8) 100,000(3) 66,916/*
Wayne Levi 18,000 18,000(3) 0/*
Blake T. Liedtke 6,310 6,310(3) 0/*
Thomas J. Lykos 40,000 40,000(3) 0/*
M. Brent McManus 12,500 12,500(3) 0/*
Merit Growth Fund I, LLC 50,000 50,000(3) 0/*
Peter B. Morin 8,750 8,750(3) 0/*
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Number of shares
of Common Stock/
Number of shares of Number of Percentage of
Common Stock Shares to be Class to be Owned
Beneficially Owned Offered for After Completion
Name at January 3, 1997 Resale of the Offering (1)
- ------------------------------------------------- ----------------------- ------------------- ----------------------
<S> <C> <C> <C>
Jerome L. Murtaugh (9) 275,000 275,000(3) 0/*
Ivan Nagy 10,000 10,000(3) 0/*
Arlene Nathan 3,030 3,030(3) 0/*
Rajnikant R. Patel 35,000 35,000(3) 0/*
Pennebaker/LMC 15,000 15,000(3) 0/*
Till A. Petrocchi 45,000 10,000(3) 35,000/*
Larry H. Ramming 251,250 246,250(3) 5,000/*
James T. Rash (10) 605,000(11) 275,000(3) 330,000/1.8%
Ronald C. Redd 52,000 52,000(3) 0/*
The Reese Grandchildrens Trust 25,000 25,000(3) 0/*
Gregory A. Reid 14,000 14,000(3) 0/*
Riddle & Withrow, Inc. 5,000 5,000(3) 0/*
Earl S. Rivers 412,000 230,000(12) 182,000/1.0%
Larry F. Robb 174,500 101,000(3) 73,500/*
Jonathan F. Rose 37,500 37,500(3) 0/*
Paul M. & Terry Roth 17,000 17,000(3) 0/*
Victor J. Scaravilli 60,000 60,000(3) 0/*
Fred Schneiderman 35,000 35,000(3) 0/*
SDL Partners Limited 25,000 25,000(3) 0/*
Michael L. Schonberg 20,000 20,000(3) 0/*
Randall P. Singleton 17,500 17,500(3) 0/*
St. James Capital Corp. 56,000 56,000(3) 0/*
B.A. and Pamela M. Street 16,250 16,250(3) 0/*
SV Capital Partners, L.P. 203,099 203,099(3) 0/*
James M. Tamarelli 6,000 6,000(3) 0/*
Bernardo Treistman 12,500 12,500(3) 0/*
Dulcie Tsu 10,000 10,000(3) 0/*
Irene Tsu 10,000 10,000(3) 0/*
Ronald Urvater 15,000 15,000 0/*
Thomas M. Vertin 26,291 26,291(3) 0/*
Otis J. Winters (13) 325,000 325,000(3) 0/*
Wolnoms Limited 25,000 25,000(3) 0/*
Brian K. Zapalac 45,000 45,000(3) 0/*
</TABLE>
- -------------------
* Less than 1%
(1) Assumes the issuance of an aggregate of 5,517,500 shares of Common
Stock offered hereby upon the exercise of warrants.
(2) Alliance Developments owns greater than 10% of the Company's
outstanding Common Stock.
(3) Consists solely of Common Stock issuable upon the exercise of currently
exercisable warrants.
(4) Mr. Bedell served as Executive Vice President, Chief Financial Officer
and Treasurer of the Company until December 31, 1994.
(5) Mr. Britton is a director of the Company.
(6) Mr. Clay is a director of the Company.
(7) Mr. Levenick is a director of the Company and president of the
operating subsidiaries of the
-11-
<PAGE>
Company.
(8) Consists of (i) 100,000 shares of Common Stock issuable upon the
exercise of currently outstanding warrants, (ii) 66,666 shares of
Common Stock issuable upon the exercise of currently outstanding stock
options, and (iii) 250 shares of Common Stock presently outstanding.
(9) Mr. Murtaugh is a director and serves as counsel to the Company.
(10) Mr. Rash is a director, Chief Executive Officer and Chief Financial
Officer of the Company.
(11) Consists of (i) 275,000 shares of Common Stock issuable upon the
exercise of currently outstanding warrants, (ii) 80,000 shares of
Common Stock issuable upon the exercise of currently outstanding stock
options, and (iii) 200,000 shares of Common Stock presently outstanding
and held in escrow, the release therefrom being subject to the
direction and determination of the Vancouver Stock Exchange or the
British Columbia Superintendent of Brokers, and (iv) 50,000 shares of
Common Stock presently outstanding.
(12) Consists of (i) 110,000 shares of Common Stock issuable upon the
exercise of currently exercisable warrants and (ii) 120,000 shares of
Common Stock presently outstanding.
(13) Mr. Winters served as a director of the Company until May 6, 1996.
There is no assurance that the Selling Stockholders will exercise their
warrants or, will otherwise opt to sell any of the Shares offered hereby. To the
extent required, the specific Shares to be sold, the names of the Selling
Stockholders, other additional shares of Common Stock beneficially owned by the
Selling Stockholders, the public offering price of the Shares to be sold, the
names of any agent, dealer or underwriter employed by the Selling Stockholders
in connection with such sale, and any applicable commission or discount with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement.
The Shares covered by this Prospectus may be sold from time to time so
long as this Prospectus remains in effect; provided, however, that the Selling
Stockholders are first required to contact the Company's Corporate Secretary to
confirm that this Prospectus is in effect. The Company intends to distribute to
each Selling Stockholder a letter setting forth the procedures whereby such
Selling Stockholder may use the Prospectus to sell the shares and under what
conditions the Prospectus may not be used. The Selling Stockholders expect to
sell the Shares at prices then attainable, less ordinary brokers' commissions
and dealers' discounts as applicable.
The Selling Stockholders and any broker or dealer to or through whom
any of the Shares are sold may be deemed to be underwriters within the meaning
of the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling Stockholders or such brokers or dealers may be
deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Stockholders are not expected to exceed normal selling expenses for sales
over-the-counter or otherwise, as the case may be. The registration of the
Shares under the Securities Act shall not be deemed an admission by the Selling
Stockholders or the Company that the Selling Stockholders are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Society
National Bank, c/o KeyCorp Shareholder Services Inc., 4900 Tiedeman Road,
Brooklyn, Ohio 44144.
PLAN OF DISTRIBUTION
This Prospectus covers 5,952,500 shares of Common Stock. All of the
Shares offered hereby are being sold by the Selling Stockholders. The securities
covered by this prospectus may be sold under Rule 144 instead of under this
Prospectus. The Company will realize no proceeds from the sale of the Shares by
the Selling Stockholders, but will receive amounts upon exercise of the
warrants, which amounts would be used to repay indebtedness and for working
capital and general corporate purposes.
The distribution of the Shares by the Selling Stockholders is not
subject to any underwriting agreement. The Selling Stockholders may sell the
Shares offered hereby from time to time in transactions in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
fixed
-12-
<PAGE>
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to 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 Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of the customary commissions). The Selling
Stockholders and any broker-dealers that participate with the Selling
Stockholders in the distribution of the Shares may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act and any commissions
received by them and any profit on the resale of the Shares commissioned by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. The Selling Stockholders will pay any transaction costs associated with
effecting any sales that occur.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Stockholders.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation, Rules 10b-6, 10b-6A and 10b-7, which
provisions may limit the timing of the purchases and sales of shares of Common
Stock by the Selling Stockholders.
The Selling Stockholders are not restricted as to the price or prices
at which they may sell their Shares. Sales of such Shares may have an adverse
effect on the market price of the Common Stock. Moreover, the Selling
Stockholders are not restricted as to the number of Shares that may be sold at
any time and it is possible that a significant number of Shares could be sold at
the same time which may also have an adverse effect on the market price of the
Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby and certain
other legal matters will be passed upon for the Company by Olshan Grundman Frome
& Rosenzweig LLP, New York, New York. Stephen Irwin, who is of counsel to such
Firm, holds warrants to purchase 50,000 Shares at an exercise price of $1.00 per
Share.
EXPERTS
The consolidated financial statements and schedules of American Medical
Technologies, Inc. and subsidiaries as of September 30, 1996 and 1995, and for
each of the years in the three-year period ended September 30, 1996, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
-13-
<PAGE>
================================================================================
No dealer, salesperson or any other person is authorized in connection with any
offering made hereby to give any information or to make any representation not
contained in this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any other person. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered hereby by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making the offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstance create any implication that information contained herein is correct
as of any date subsequent to the date hereof.
================================================================================
================================================================================
-----------------
TABLE OF CONTENTS
Page
----
Available Information.................................. 2
Incorporation of Certain
Documents By Reference............................... 2
Risk Factors........................................... 3
The Company............................................ 5
Use of Proceeds........................................ 8
Selling Stockholders................................... 9
Transfer Agent and Registrar........................... 12
Plan of Distribution................................... 12
Legal Matters.......................................... 13
Experts................................................ 13
-----------------
AMERICAN MEDICAL
TECHNOLOGIES, INC.
5,952,500 shares of
Common Stock
---------------------------
PROSPECTUS
---------------------------
-------, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
- -------- --------------------------------------------
The following table sets forth the various expenses which will be paid
by the Company in connection with the securities being registered. With the
exception of the SEC Registration Fee, all amounts are estimates.
SEC Registration Fee............................................ $ 4,284
Accounting Fees and Expenses.................................... 10,000
Legal Fees and Expenses (other than Blue
Sky)............................................................ 25,000
Blue Sky Fees and Expenses (including legal
and filing fees)................................................ 8,000
Miscellaneous Expenses.......................................... 2,716
Total........................................................... $50,000
Item 15. Indemnification of Directors and Officers
- -------- -----------------------------------------
Article 7 of the Company's Certificate of Incorporation and Article 9
of the Company's By-laws authorize the indemnification of directors, officers,
agents and employees to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware.
Section 145 of the Delaware General Corporation Law provides as follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or 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 corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or
II-1
<PAGE>
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (3) by the
stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate
II-2
<PAGE>
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participant and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Company maintains a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.
See Item 17 below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended.
Item 16. Exhibits.
- -------- ---------
Exhibit No. Description
- ----------- -----------
4 Form of Common Stock Certificate (incorporated by reference to
such exhibit to the Company's Registration Statement on Form 10
dated November 7, 1988 as amended on Form 8 dated February 2,
1989). (Registration No. 000-17288).
*5 Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect to
the securities registered hereunder.
23(a) Consent of KPMG Peat Marwick LLP.
*23(b) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5).
*24 Power of Attorney (included on signature page to this
Registration Statement).
- ------------------
* Previously filed.
II-3
<PAGE>
Item 17. Undertakings
- -------- ------------
(a) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an 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.
(b) 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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
II-4
<PAGE>
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 by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on this 24th day of January,
1997.
AMERICAN MEDICAL TECHNOLOGIES, INC.
By: /s/ James T. Rash
--------------------------
James T. Rash, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ James T. Rash Chairman, Chief Executive January 24, 1997
- ---------------------------- Officer and Financial
James T. Rash Officer and Director
*/s/ James L. Britton, III Director January 24, 1997
- ----------------------------
James L. Britton, III
*/s/ Jerrell G. Clay Director January 24, 1997
- ----------------------------
Jerrell G. Clay
*/s/ Mark K. Levenick Director and President of January 24, 1997
- ---------------------------- the Operating
Mark K. Levenick Subsidiaries
*/s/ Jerome L. Murtaugh Director and Secretary January 24, 1997
- ----------------------------
Jerome L. Murtaugh
* By: /s/ James T. Rash
----------------------
James T. Rash
Attorney-in-Fact
II-5
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
American Medical Technologies, Inc.:
We consent to the use of our report incorporated herein by reference dated
December 20, 1996, related to the consolidated financial statements and
schedules of American Medical Technologies, Inc. and subsidiaries as of
September 30, 1996 and 1995, and for each of the years in the three-year period
ended September 30, 1996, and to the reference to our firm under the heading
"Experts" in the prospectus.
Houston, Texas
January 28, 1997
