U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
For the fiscal year ended December 31, 1998
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission file number: 0-21214
ORTHOLOGIC CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 86-0585310
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1275 West Washington Street, Tempe, Arizona 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Issuer's telephone number: (602) 286-5520
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0005 per share
(TITLE OF CLASS)
Rights to purchase 1/100 of a share of Series A Preferred Stock
(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 report(s)), 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. [ ]
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, based upon the closing bid price of
the registrant's Common Stock as reported on the Nasdaq National Market on March
1, 1999 was approximately $82,742,000. Shares of Common Stock held by each
officer and director and by each person who owns 10% 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.
The number of outstanding shares of the registrant's Common Stock on
March 25, 1999 was 25,441,590.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 1998 are incorporated by reference in Part II
hereof and portions of the Registrant's Proxy Statement for the Annual Meeting
of Stockholders to be held on May 4, 1999 are incorporated by reference in Part
III hereof.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated by reference to (i)
the biographical information relating to the Company's directors under the
caption "Election of Directors" and the information relating to Section 16
compliance under the caption, "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held May 4, 1999 (the "Proxy Statement"), and (ii) the
information under the caption "Executive Officers of the Registrant" in Part I
hereof. The Company anticipates filing the Proxy Statement within 120 days after
December 31, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
The following financial statements of OrthoLogic Corp. and Independent
Auditors' Report are incorporated by reference from pages 19 through
31 of the Annual Report:
Balance Sheets - December 31, 1998 and 1997.
Statements of Operations - Each of the three years in the period
ended December 31, 1998.
Statements of Comprehensive Income - Each of the three years in the
period ended December 31, 1998.
Statements of Stockholders' Equity - Each of the three years in the
period ended December 31, 1998.
Statements of Cash Flows - Each of the three years in the period
ended December 31, 1998.
Notes to Financial Statements
2. Financial Statement Schedules
Valuation and Qualifying Accounts.
Allowance for doubtful accounts
Balance December 31, 1995 $ (1,480,000)
1996 Additions charged to expense (10,151,117)
1996 Deductions to allowance 3,036,117
Balance December 31, 1996 (8,595,000)
1997 Additions charged to expense (11,246,229)
1997 Deductions to allowance 8,470,705
Balance December 31, 1997 (11,370,524)
1998 Additions charged to expense (19,529,547)
1998 Deductions to allowance 11,582,247
Balance December 31, 1998 $(19,317,824)
Allowance for inventory reserves
Balance December 31, 1995 $ 0
1996 Additions charged to expense (260,602)
1996 Deductions to allowance
Balance December 31, 1996 (260,602)
1997 Additions charged to expense (944,313)
1997 Deductions to allowance 843,277
Balance December 31, 1997 (361,638)
1998 Additions charged to expense (1,239,181)
1998 Deductions to allowance 852,421
Balance December 31, 1998 $ (748,398)
3. Exhibits and Management Contracts, and Compensatory Plans and
Arrangements
All management contracts and compensatory plans and arrangements are
identified by footnote after the Exhibit Descriptions on the attached
Exhibit Index.
(b) Reports on Form 8-K.
None.
(c) Exhibits
See the Exhibit Index immediately following the signature page of this
report, which Index is incorporated herein by reference.
(d) Financial Statements and Schedules
See Item 14(a)(1) and (2) above.
1
<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.
ORTHOLOGIC CORP.
Date: April 2, 1999 By /s/ Thomas R. Trotter
-------------------------------------
Thomas R. Trotter
President and Chief Executive Officer
S-1
<PAGE>
ORTHOLOGIC CORP.
EXHIBIT INDEX TO REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
(FILE NO. 0-21214)
<TABLE>
<CAPTION>
Exhibit Filed
No. Description Incorporated by Reference To: Herewith
--- ----------- ----------------------------- --------
<S> <C> <C> <C>
2.1 Stock Purchase Agreement dated August Exhibit 2.1 to the Company's Current
30, 1996 by and among the Company, Report on Form 8-K filed on
Sutter Corporation and Smith September 13, 1996
Laboratories, Inc.
2.2 Purchase and Sale Agreement dated as of Exhibit 2.1 to the Company's Current
December 30, 1996 by and among the Report on Form 8-K filed on March 18,
Company and Toronto Medical Corp., an 1997 ("March 18, 1997 8-K")
Ontario corporation
2.3 Amendment to Purchase and Sale Exhibit 2.2 to March 18, 1997 8-K
Agreement dated as of January 13, 1997
by and among the Company and Toronto
Medical Corp., an Ontario corporation
2.4 Second Amendment to Purchase and Exhibit 2.3 to March 18, 1997 8-K
Sale Agreement dated as of March 1,
1997 by and among the Company and
Toronto Medical Corp., an Ontario
corporation
2.5 Assignment of Purchase and Sale Exhibit 2.4 to March 1997 8-K
Agreement dated as of March 1, 1997 by
and among the Company, Toronto
Medical Orthopaedics Ltd., a Canada
corporation and Toronto Medical Corp.,
an Ontario corporation
2.6 Asset Purchase Agreement dated March Exhibit 2.1 to the Company's Current
12, 1997 by and among the Company, Report on Form 8-K filed on March 27,
Danninger Medical Technology, Inc., a 1997
Delaware corporation, and Danninger
Health care, Inc., an Ohio corporation
3.1 Composite Certificate of Incorporation Exhibit 3.1 to Company's Form 10-Q
of the Company, as amended, including for the quarter ended March 31, 1997
Certificate of Designation in respect of ("March 1997 10-Q")
Series A Preferred Stock
3.2 Bylaws of the Company Exhibit 3.4 to Company's Amendment
No. 2 to Registration Statement on
Form S-1 (No. 33-47569) filed with the
SEC on January 25, 1993 ("January
1993 S-1")
4.1 Articles 5, 9 and 11 of the Certificate of Exhibit 3.1 to March 1997 10-Q
Incorporation of the Company
4.2 Articles II and III.2(c)(ii) of Bylaws of Exhibit 3.4 to January 1993 S-1
the Company
4.3 Specimen Common Stock Certificate Exhibit 4.1 to January 1993 S-1
4.4 Stock Purchase Warrant, dated August Exhibit 4.6 to the Company's Form 10-
18, 1993, issued to CyberLogic, Inc. K for the fiscal year ended December
31, 1994 ("1994 10-K")
4.5 Stock Purchase Warrant, dated Exhibit 4.6 to Company's Registration
September 20, 1995, issued to Statement on Form S-1 (No. 33-97438)
Registered Consulting Group, Inc. filed with the SEC on September 27,
1995 ("1995 S-1")
4.6 Stock Purchase Warrant, dated October Exhibit 4.7 to the Company's Annual
15, 1996, issued to Registered Report on Form 10-K for the year
Consulting Group, Inc. ended December 31, 1996 ("1996
10-K")
4.7 Rights Agreement dated as of March 4, Exhibit 4.1 to the Company's
1997 between the Company and Bank of Registration Statement on Form 8-A
New York, and Exhibits A, B and C filed with the SEC on March 6, 1997
thereto
4.8 1987 Stock Option Plan of the Company, Exhibit 4.4 to the Company's Form
as amended and approved by 10-Q for the quarter ended June 30,
stockholders (1) 1997 ("June 1997 10-Q")
4.9 1997 Stock Option Plan of the Company(1) Exhibit 4.5 to the Company's June
1997 10-Q
4.10 Stock Purchase Warrant dated March Exhibit 4.10 to the Company's 1997 10-K
2, 1998 issued to Silicon Valley Bank
</TABLE>
EX-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit Filed
No. Description Incorporated by Reference To: Herewith
--- ----------- ----------------------------- --------
<S> <C> <C> <C>
4.11 Antidilution Agreement dated March 2, Exhibit 4.11 to the Company's 1997 10-K
1998 by and between the Company and
Silicon Valley Bank
4.12 Amendment to Stock Purchase Warrant Exhibit 4.1 to the Company's form 10-Q
dated May 12, 1998 issued to Silicon for the quarter ended September 30, 1998
Valley Bank ("September 1998 10-Q")
4.13 Form of Warrant Exhibit 4.1 to the Company's Form 8-K filed
on July 13, 1998
4.14 Registration Rights Agreement Exhibit 4.2 to the Company's Form 8-K filed
on July 13, 1998
5.1 Form of Opinion Letter of Quarles & Brady Exhibit 5.1 to the Company's S-3 filed on
August 24, 1998.
10.1 License Agreement dated September 3, Exhibit 10.6 to January 1993 S-1
1987 between the Company and Life
Resonances, Inc.
10.2 Invention, Confidential Information and Exhibit 10.7 to January 1993 S-1
Non-Competition Agreement dated
September 18, 1987 between the
Company and Weinstein
10.3 Fifth Amendment to Lease, dated Exhibit 10.10 to the Company's
September 14, 1993 between the September 30, 1994 10-Q
Company and Cook Inlet Region,
Incorporated
10.4 Invention, Confidential Information and Exhibit 10.11 to January 1993 S-1
Non-Competition Agreement dated
January 10, 1989 between the Company
and Frank P. Magee
10.5 Addendum to Lease between the Exhibit 10.8.1 to the Registration
Company and Cook Inlet Region, Inc. Statement on Form S-3 (No. 333-3082)
commencing April 1, 1996 filed with the SEC on April 2, 1996
("April 1996 S-3")
10.6 1995 Officer Bonus Plan(1) Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1995 ("1995 10-
K")
10.9 Form of Indemnification Agreement* Exhibit 10.16 to January 1993 S-1
10.10 License Agreement dated December 2, Exhibit 10.22 to January 1993 S-1
1992 between Orthotic Limited
Partnership and Company
10.11 Consulting Agreement dated May 1, Exhibit 10.11 to the Company's
1990 between Augustus A. White III and September 30, 1994 Form 10-Q
the Company(1)
10.12 Loan Modification Agreement dated Exhibit 10.22 to 1995 S-1
March 23, 1995 between Company and
Silicon Valley Bank
10.13 Renewal of Employment Agreement of Exhibit 10.23 to 1994 10-K
Frank P. Magee dated March 28,
1995(1)
10.14 [Intentionally omitted]
10.15 Amendment to Employment Agreement Exhibit 10.25 to 1995 10-K
between the Company and Allen R.
Dunaway dated February 14, 1996(1)
10.16 Underwriting Agreement between the Exhibit 1.1 to 1995 S-1
Company and Volpe, Welty & Co. and
Dain Bosworth, Inc., as Representatives
of the Underwriters
10.17 Underwriting Agreement between the Exhibit 1.1 to April 1996 S-3
Company and Volpe, Welty & Company
Hambrecht & Quist and Dain Bosworth,
Inc., as Representatives of the
Underwriters
10.18 Maturity Modification Letter dated Exhibit 10.21 to April 1996 S-3
March 29, 1996, by Silicon Valley Bank
</TABLE>
EX-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Filed
No. Description Incorporated by Reference To: Herewith
--- ----------- ----------------------------- --------
<S> <C> <C> <C>
10.19 Lease made March 1997 between Exhibit 10.34 to the Company's 1996
Toronto Medical Corp. and Toronto 10-K
Medical Orthopaedics Ltd.
10.20 Lease dated September 4, 1991 by and Exhibit 10.35 to the Company's
between Greystone Realty Corporation Annual Report on Form 10-K/A
and Sutter Corporation (Amendment No. 1) for the year ended
December 31, 1996 ("1996 10-K/A")
10.21 Lease dated February 10, 1988 between Exhibit 10.36 to 1996 10-K/A
MIC Four Points and Sutter Biomedical,
Inc.
10.22 First Addendum to Lease dated February Exhibit 10.37 to 1996 10-K/A
15, 1988 by and between MIC Four
Points and Sutter Biomedical, Inc.
10.23 October 7, 1988 Second Addendum to Exhibit 10.38 to 1996 10-K/A
Lease dated February 10, 1988
between MIC Four Points and
Sutter Biomedical, Inc.
10.24 Severance Agreement dated February Exhibit 10.39 to the Company's 1996
18, 1997 by and between George A. 10-K
Oram, Jr. and the Company (1)
10.25 Promissory Note dated November 15, Exhibit 10.40 to the Company's 1996
1996 made by George A. Oram, Jr. in 10-K
favor of the Company (1)
10.26 [Intentionally Omitted.]
10.27 Employment Agreement by and between Exhibit 10.4 to the Company's March
Allan M. Weinstein and the Company 1997 10-Q
effective as of December 1, 1996 (1)
10.28 Employment Agreement by and between Exhibit 10.5 to the Company's March
Frank P. Magee and the Company 1997 10-Q
effective as of December 1, 1996 (1)
10.29 [intentionally omitted]
10.30 Employment Agreement by and between Exhibit 10.7 to the Company's March
James B. Koeneman and the Company 1997 10-Q
effective as of December 1, 1996 (1)
10.31 Employment Agreement by and between Exhibit 10.8 to the Company's March
MaryAnn G. Miller and the Company 1997 10-Q
effective as of December 1, 1996 (1)
10.32 Employment Agreement by and between Exhibit 10.9 to the Company's March
Nicholas A. Skaff and the Company 1997 10-Q
effective as of December 1, 1996 (1)
10.33 Co-promotion Agreement dated June 23, Exhibit 10.1 to the Company's June
1997 by and between the Company and 1997 10-Q
Sanofi Pharmaceuticals, Inc.
10.34 Single-tenant Lease-net dated June 12, Exhibit 10.2 to the Company's Form
1997 by and between the Company and 10-Q for the quarter ended
Chamberlain Development, L.L.C. September 30, 1997 ("September 1997
10-Q")
10.35 Employment Agreement dated October Exhibit 10.3 to the Company's
20, 1997 by and between the Company September 1997 10-Q
and Thomas R. Trotter, including Letter
of Incentive Option Grant, OrthoLogic
Corp. 1987 Stock Option Plan (1)
10.36 Employment Agreement dated October Exhibit 10.4 to the Company's
17, 1997 by and between the Company September 1997 10-Q
and Frank P. Magee (1)
10.37 Employment Agreement dated Exhibit 10.5 to the Company's
October 17, 1997 by and between the September 1997 10-Q
Company and Allan M. Weinstein (1)
10.38 Severance Agreement dated May 21, Exhibit 10.6 to the Company's
1997 by and between the Company and September 1997 10-Q
David E. Derminio (1)
10.39 Severance Agreement dated September Exhibit 10.7 to the Company's
19, 1997 by and between the Company September 1997 10-Q
and Nicholas A. Skaff (1)
</TABLE>
EX-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit Filed
No. Description Incorporated by Reference To: Herewith
--- ----------- ----------------------------- --------
<S> <C> <C> <C>
10.40 Employment Agreement effective as of Exhibit 10.7 to the Company's September
December 15, 1997 by and between the 1997 10-Q
Company and William C. Rieger (1)
10.41 Transitional Employment Agreement Exhibit 10.40 to the Company's 1997
dated February 2, 1998 by and between 10-K
the Company and Allen R. Dunaway (1)
10.42 Employment Agreement effective as of Exhibit 10.42 to the Company's 1997
March 16, 1998 by and between the 10-K
Company and Terry D. Meier (1)
10.43 Revised and Restated Employment Exhibit 10.43 to the Company's 1997
Agreement effective as of March 16, 10-K
1998 by and between the Company and
Allan M. Weinstein(1)
10.44 Loan and Security Agreement dated Exhibit 10.44 to the Company's 1997
March 2, 1998 by and between the 10-K
Company and Silicon Valley Bank
10.45 Registration Rights Agreement dated Exhibit 10.45 to the Company's 1997
March 2, 1998 by and between the 10-K
Company and Silicon Valley Bank
10.46 Licensing Agreement with Chrysalis Exhibit 10.1 to the Company's September
Biotechnolgoy, Inc. 1998 10-Q
10.47 1998 Management Bonus Program Exhibit 10.2 to the Company's September
1998 10-Q
10.48 Loan Modification Agreement dated Exhibit 10.3 to the Company's September
May 12, 1998 by and between the 1998 10-Q
Company and Silicon Valley Bank
10.49 Securities Purchase Agreement Exhibit 10.1 to the Company's Form 8-K
filed on July 13, 1998
11.1 Statement of Computation of Net Income Exhibit 11.1 to the Company's Annual
(Loss) per Weighted Average Number of Report on Form 10-K for the year ended
Common Shares Outstanding December 31, 1998 ("1998 10-K")
13.1 Portions of 1998 Annual Report to Exhibit 13.1 to the Company's 1998 10-K
Stockholders
21.1 Subsidiaries of Registrant Exhibit 21.1 to the Company's 1997 10-K
23.1 Consent of Deloitte & Touche LLP Exhibit 23.1 to the Company's 1998 10-K
23.2 Independent Auditors' Report X
27 Financial Data Schedule Exhibit 27 to the Company's 1998 10-K
</TABLE>
- ----------
(1) Management contract or compensatory plan or arrangement
* The Company has entered into a separate indemnification agreement with each
of its current direct and executive officers that differ only in party
names and dates. Pursuant to the instructions accompanying Item 601 of
Regulation S-K, the Company has filed the form of such indemnification
agreement.
EX-4
Exhibit 23.2
Independent Auditors' Report
BOARD OF DIRECTORS AND STOCKHOLDERS
OrthoLogic Corp., Phoenix, Arizona
We have audited the consolidated financial statements of OrthoLogic Corp. and
subsidiaries (the "Company") as of December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998 and have issued our report
thereon dated February 9, 1999; such consolidated financial statements and
report are included in your 1998 Annual Report to Stockholders and are
incorporated in the Company's 1998 Form 10-K by reference. Our audits also
included the financial statement schedule of the Company, listed in Item 14. The
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth herein.
Deloitte & Touche LLP
Phoenix, Arizona
February 9, 1999
EX-5
