U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A-3
(Mark One)
X Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934.
For the fiscal year ended DECEMBER 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 number 0-24886
ACRODYNE COMMUNICATIONS, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 11-3067564
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
516 TOWNSHIP LINE ROAD, BLUE BELL, PA 19422
(Address of Principal (Zip Code)
Executive Office)
215-542-7000
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
Securities registered under Section 12(g) of the Exchange Act:
UNITS
(Title of Class)
COMMON STOCK
(Title of Class)
WARRANTS
(Title of Class)
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Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the 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
State issuer's revenues for its most recent fiscal year. $ 8,171,612
The aggregate market value of the voting stock held by non-affiliates of
the Registrant is $20,171,489, computed by reference to the average bid and
asked prices of such stock, as of March 16, 1998. This computation is based upon
the number of issued and outstanding shares held by persons other than directors
and officers of the Registrant.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. COMMON STOCK, PAR VALUE $0.01
PER SHARE: 5,314,270 OUTSTANDING AT MARCH 16, 1998.
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PART I
The Form 10-KSB for the fiscal year ended December 31, 1997 filed by
Acrodyne Communications, Inc. on April 1, 1998, as amended by the Form 10-KSB/A
filed on April 1, 1998, as further amended by the Form 10-KSB/A-2 filed on May
11, 1998, is hereby further amended to correct certain typographical errors
contained in such May 11, 1998 filing (the "10- KSB/A-2") as set forth below.
The introductory paragraph under Part I of the 10-KSB/A-2 is amended to
replace the phrase "The Form 10-KSB for the fiscal year ended December 31, 1996"
with the phrase "The Form 10-KSB for the fiscal year ended December 31, 1997".
The first sentence of the first paragraph under "Significant and Recent
Events" is amended to insert the word "of" between the words "shares" and
"Preferred Stock".
The table, included with the financial statements accompanying the
10-KSB/A-2, that presents the Registrant's Consolidated Statement of
Shareholders' Equity for the Years Ended December 31, 1997 and 1996 contained
certain typographical errors including the inadvertent omission of certain net
loss amounts. Such table is amended and restated in its entirety as follows:
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ACRODYNE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Additional Total
Preferred Stock Common Stock paid-in Accumulated Shareholders'
Shares Amount Shares Amount capital deficit equity
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 2,560,530 $ 25,606 $ 7,110,580 (945,289) $ 6,190,897
Issuance of warrants for services 250,000 250,000
Issuance of shares in connection with warrant
exercise 1,695,040 16,950 5,835,898 5,852,848
Issuance of shares in connection with warrant
underwriters option 128,700 1,287 482,809 484,096
Sale of preferred shares 10,500 $10,500 1,016,702 1,027,202
Beneficial conversion feature associated
with the sale of preferred shares 421,563 421,563
Dividends on preferred stock (482,224) (482,224)
Stock option accrual 16,666 16,666
Net loss (1,221,410) (1,221,410)
Balance at December 31, 1996 10,500 10,500 4,384,270 43,843 15,134,218 (2,648,923) 12,539,638
Issuance of shares in connection with
warrant exercise 30,000 300 99,700 100,000
Conversion of preferred shares into
common shares (4,000) (4,000) 100,000 1,000 3,000
Sale of common shares 800,000 8,000 1,943,800 1,951,800
Dividends on preferred stock (64,087) (64,087)
Net loss (2,912,974) (2,912,974)
Balance at December 31, 1997 6,500 $ 6,500 5,314,270 $ 53,143 $17,180,718 $(5,625,984) $ 11,614,377
The accompanying notes are an integral part of these financial statements
</TABLE>
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ACRODYNE COMMUNICATIONS, INC.
(Registrant)
By /S/ A. ROBERT MANCUSO
A. Robert Mancuso, President, CEO and Director
Date 5/14/98
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By /S/ DANIEL D. TRAYNOR
Daniel D. Traynor, Director
Date 5/14/98
By /S/ MARTIN J. HERMANN
Martin J. Hermann, Director
Date 5/14/98
By /S/ ROBERT F. RAUCCI
Robert F. Raucci, Director
Date 5/14/98
By /S/ RONALD R. LANCHONEY
Ronald R. Lanchoney, CFO
Date 5/14/98
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