UROLOGIX INC
10-K/A, 1996-11-19
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

(x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED) For the fiscal year ended June 30, 1996
                                       OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

        For the transaction period from ________________ to _______________

                        Commission File Number  0-28414

                                 UROLOGIX, INC.
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                        41-1697237
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                 14405 21ST AVENUE NORTH, MINNEAPOLIS, MN 55447
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (612) 475-1400

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.01
                                   PAR VALUE.

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.  (X)

As of September 23, 1996, the aggregate value of the Company's Common Stock held
by non-affiliates of the Company was approximately $73,518,000 based on the last
reported sales price on that date.

As of September 23, 1996, the Company had outstanding 9,128,447 shares of
Common Stock, $.01 par value.

                      DOCUMENTS INCORPORATED BY REFERENCE.

The Company's Proxy Statement for its 1996 Annual Meeting of Shareholders to be
held on November 20, 1996 is incorporated by reference into Part III of this
Form 10-K.
<PAGE>
 
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K

Item 14(c)(3) is amended by adding the following exhibit:

           27.1    Financial Data Schedule

                                       2
<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 Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       UROLOGIX, INC.

 
                                       BY: /s/ JACK E. MEYER
                                           -------------------------------------
                                           JACK E. MEYER, PRESIDENT AND         
                                           CHIEF EXECUTIVE OFFICER AND DIRECTOR*
                              

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed below by the following persons in
the capacities indicated on November 18, 1996.

      SIGNATURE                     TITLE
      ---------                     -----

  /s/ Mitchell Dann*                Chairman of the Board
- ----------------------------
Mitchell Dann

  /s/ Jack E. Meyer                 Director, President and
- ----------------------------        Chief Executive Officer
Jack E. Meyer

  /s/ Wesley E. Johnson, Jr.        Vice President, Chief Financial
- ----------------------------        Officer and Secretary
Wesley E. Johnson, Jr.

  /s/ Buzz Benson*                  Director
- ----------------------------
Buzz Benson

  /s/ Janet G. Effland*             Director
- ----------------------------
Janet G. Effland

  /s/ Michael R. Henson*            Director
- ----------------------------
Michael R. Henson

  /s/ Paul A. LaViolette*           Director
- ----------------------------
Paul A. LaViolette

  /s/ Robert Momsen*                Director
- ----------------------------
Robert Momsen

  /s/ David C. Utz*                 Director
- ----------------------------
David C. Utz, M.D.


*Wesley E. Johnson, Jr.
- ----------------------------
By Wesley E. Johnson, Jr.
Attorney-in-Fact

                                       3

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from 
ULGX FDS for 10-K and is qualified in its entirety by reference to such
financial statements. 
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                         JUN-30-1996
<PERIOD-START>                            JUL-01-1995
<PERIOD-END>                              JUN-30-1996
<CASH>                                         65,042
<SECURITIES>                               40,779,176  
<RECEIVABLES>                                  35,066
<ALLOWANCES>                                        0
<INVENTORY>                                   415,920
<CURRENT-ASSETS>                           41,661,179
<PP&E>                                        378,034
<DEPRECIATION>                                401,381
<TOTAL-ASSETS>                             42,367,855
<CURRENT-LIABILITIES>                       1,721,650
<BONDS>                                             0
<COMMON>                                       91,284
                               0
                                         0
<OTHER-SE>                                 40,588,337
<TOTAL-LIABILITY-AND-EQUITY>               40,497,053
<SALES>                                       362,118
<TOTAL-REVENUES>                              362,118
<CGS>                                       1,177,455
<TOTAL-COSTS>                               1,177,455
<OTHER-EXPENSES>                            7,009,227
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                           (7,593,312)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                       (7,593,312)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                              (7,593,312)
<EPS-PRIMARY>                                  (1.22)
<EPS-DILUTED>                                  (1.22)
        

</TABLE>


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