FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to _________________
Commission File Number 0-19266
_______________________________
ALLIED HEALTHCARE PRODUCTS, INC.
[EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER]
DELAWARE 25-1370721
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1720 SUBLETTE AVENUE
ST. LOUIS, MISSOURI 63110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 771-2400
____________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock
Preferred Stock
Preferred Stock Purchase Rights
(Title of class)
_______________________
Indicate by 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 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.
As of September 18, 1998, the aggregate market value of the voting stock
held by non-affiliates (4,565,441 shares) of the Registrant was $11,698,942
(based on the closing price, on such date, of $2.5625 per share).
As of September 18, 1998, there were 7,806,682 shares of common stock,
$0.01 par value (the "Common Stock"), outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement dated October 9, 1998 (portion) (Part III)
<PAGE>
3. EXHIBITS
The exhibits listed on the accompanying Index to Exhibits are filed as part
of this Report.
4. REPORTS ON FORM 8-K
Form 8-K dated as of October 7, 1997 (announcing that the Company had
entered into a definitive agreement with Thermo-Electron Corporation
regarding the sale of substantially all of the assets of the Company's
ventilation products division).
Form 8-K dated as of October 31, 1997 (reporting the disposition of
substantially all of the assets of the Company's ventilation products
division).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLIED HEALTHCARE PRODUCTS, INC.
By:
/s/ Uma Nandan Aggarwal
-----------------------------------------
Uma Nandan Aggarwal
President and Chief Executive Officer
Dated : September 29, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on September 29, 1998.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
*
- --------------------
Dennis W. Sheehan Chairman of the Board
/s/ Uma N. Aggarwal
- --------------------
Uma N. Aggarwal President, Chief Executive Officer and Director
(principal Executive Officer)
*
- --------------------
David A. Gee Director
*
- --------------------
Robert E. Lefton Director
*
- --------------------
William A. Peck Director
*
- --------------------
John D. Weil Director
*
- --------------------
James B. Hickey, Jr. Director
</TABLE>
<PAGE>
* By: /s/ Uma Nandan Aggarwal
--------------------------
Uma Nandan Aggarwal
Attorney-in-Fact
* Such signature has been affixed pursuant to the following Power of Attorney.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Uma N. Aggarwal as his true and lawful
attorney-in fact and agent, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the 1998
Annual Report on Form 10-K of Allied Healthcare Products, Inc., and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite as fully to all intents and purposes as he might
or could do in person, and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------
27 Financial Data Schedule
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 1195
<SECURITIES> 0
<RECEIVABLES> 15263
<ALLOWANCES> (1036)
<INVENTORY> 18341
<CURRENT-ASSETS> 34037
<PP&E> 33489
<DEPRECIATION> (15964)
<TOTAL-ASSETS> 80180
<CURRENT-LIABILITIES> 12729
<BONDS> 18415
<COMMON> 101
0
0
<OTHER-SE> 51936
<TOTAL-LIABILITY-AND-EQUITY> 80180
<SALES> 96467
<TOTAL-REVENUES> 96467
<CGS> (69110)
<TOTAL-COSTS> (69110)
<OTHER-EXPENSES> (21051)
<LOSS-PROVISION> (264)
<INTEREST-EXPENSE> (4152)
<INCOME-PRETAX> (2153)
<INCOME-TAX> 9018
<INCOME-CONTINUING> (6866)
<DISCONTINUED> 0
<EXTRAORDINARY> (531)
<CHANGES> 0
<NET-INCOME> (7396)
<EPS-PRIMARY> (.95)
<EPS-DILUTED> (.95)
</TABLE>
