UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A (No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDING APRIL 30, 1996
[ ] 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: 0-28010
MEDWAVE, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1493458
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4382 ROUND LAKE ROAD WEST, ARDEN HILLS MINNESOTA 55112
(Address or principal executive offices, zip code)
Registrant's telephone number, including area code: (612) 639-1227
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the ACT: COMMON STOCK, NO PAR
VALUE
Check 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 past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.[X]
The Registrant's operating revenues for its most recent fiscal year were: NONE
The aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing bid price of the Registrant's Common Stock in
the over-the-counter market as reported by the Nasdaq Stock Market, Inc. on July
25, 1996, was approximately $37,369,000. Stocks held by officers, directors, and
persons who own 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily conclusive.
As of July 25, 1996, 4,808,533 shares of Common Stock, no par value, were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: YES NO X
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation earned
or awarded to G. Kent Archibald, the President and Chief Executive Officer of
the Company during the Company's last three fiscal years ended April 30, 1994,
1995, and 1996. No other executive officer of the Company received total salary
and bonus compensation in excess of $100,000 for fiscal year ending 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Securities
Underlying Options All Other
Name and Principal Position Year Salary Bonus (# of shares)(1) Compensation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
G. Kent Archibald, 1996 $110,425 ---- 175,000 $1,312(2)
President and Chief Executive 1995 54,840 ---- 85,000 ----
Officer 1994 81,792 ---- 175,000 ----
</TABLE>
(1) Number of shares of Common Stock subject to options that were granted
during the year.
(2) Reflects the Company's contribution to executive's individual retirement
account under the Company's Simplified Employee Pension Plan.
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information concerning individual grants
of stock options during the fiscal year ended April 30, 1996 to each of the
Named Executive Officers.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Option/SARs Employees in Fiscal Exercise or Base
Name Granted (#) Year Price ($/Share) Expiration Date
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
G. Kent Archibald 175,000 36% $2.25 June 9, 2005
</TABLE>
Aggregated Options/SAR Exercised In Last Fiscal Year
And Fiscal Year-End Option/SAR Values
The following table sets forth certain information concerning each exercise of
stock options during the year ended April 30, 1996 by each of the Named
Executive Officers and the aggregated fiscal year-end value of the unexercised
options of each such Named Executive Officer.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Options at Fiscal Money Options at Fiscal
Year-End (#) Year- End ($)
-----------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
G. Kent Archibald - 0 - $ - 0 - 260,000 175,000 $1,797,500 $1,793,750
</TABLE>
<PAGE>
Compensation of Directors
Directors are not currently paid fees for attending meetings. In connection with
the election of Messrs. Dann and Robertson to the Board of Directors, the Board
of Directors in August 1995 granted to each of Messrs. Dann and Robertson
ten-year non-qualified options to purchase 30,000 shares of Common Stock, at an
exercise price of $3.00 per share, vesting over a four-year period.
Although the Company has non-compete and confidentiality agreements with its
employees, the Company does not have an employment agreement with, or key-man
life insurance, on Mr. Archibald or any other individual.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Medwave, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: September 5, 1996
MEDWAVE, INC.
By: /s/ G. Kent Archibald
G. Kent Archibald, President
and Chief Executive Officer
