As filed with the Securities and Exchange Commission on October 21, 1997
Registration No. 333-28795
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3166348
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
46 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
(508) 657-8876
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Jack Nelson Bruce A. Rich, Esq.
Chairman of the Board Reid & Priest LLP
Advanced Mammography Systems, Inc. 40 West 57th Street
46 Jonspin Road New York, New York 10019
Wilmington, Massachusetts 01887 (212) 603-2000
(508) 657-8876
(Names and addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement
as determined by market conditions and other factors.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
number of the earlier effective registration statement for the same
offering.[ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.[ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- -------------------------------------------------------------------------
Common Stock,
$.01 par
value.......... 203,252 shares $.95 -- --
- -------------------------------------------------------------------------
Common Stock,
$.01 par
value.......... 867,560 shares(2) $.95 -- --
- -------------------------------------------------------------------------
TOTAL.......... 1,070,812 shares $.95 1,020,617.69 $309.28
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(1) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457.
(2) Represents shares issuable upon exercise of various warrants held
by the Selling Stockholders. In accordance with Rule 416, this
registration statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon
exercise of the Warrants to prevent dilution resulting from stock
splits, stock dividends or similar transactions or by reason of
changes in the exercise price as aforesaid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 21, 1997
P R O S P E C T U S
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
1,070,812 SHARES OF COMMON STOCK, $.01 PAR VALUE
This Prospectus relates to the offer for sale of up to 1,070,812
shares (the "Shares") of Common Stock, par value $.01 per share (the
"Common Stock"), of Advanced Mammography Systems, Inc., a Delaware
corporation (the "Company"), from time to time on behalf of certain
persons named herein (the "Selling Stockholders"). The Shares consist
of: (i) 203,252 shares presently outstanding; (ii) 228,658 shares (the
"Placement Shares") issuable upon exercise of the Placement Warrants
(as hereinafter defined); (iii) 243,902 shares (the "Agent Shares")
issuable upon exercise of the Agent Warrants (as hereinafter defined);
(iv) 197,500 shares (the "Series A Shares") issuable upon exercise of
the Series A Warrants (as hereinafter defined); and (v) 197,500 shares
(the "Series B Shares") issuable upon exercise of the Series B
Warrants (as hereinafter defined). See "Selling Stockholders."
The Placement Shares are issuable upon exercise of warrants (the
"Placement Warrants"), each of which entitles the holder thereof to
purchase one share of the Company's Common Stock at an exercise price
of $1.93 per share until expiration on February 6, 2000, and the Agent
Shares are issuable upon exercise of warrants (the "Agent Warrants"),
each of which entitles the holder thereof to purchase one share of the
Company's Common Stock at an exercise price of $1.68 per share until
expiration on January 31, 2000. The Series A Shares are issuable upon
exercise of warrants (the "Series A Warrants"), each of which entitles
the holder thereof to purchase one share of the Company's Common Stock
at an exercise price of $2.20 per share until expiration on November
30, 1997, and the Series B Shares are issuable upon exercise of
warrants (the "Series B Warrants" and collectively with the Placement,
Agent and Series A Warrants, the "Warrants"), each of which entitles
the holder thereof to purchase one share of the Company's Common Stock
at an exercise price of $2.50 per share until expiration on May 31,
2001. The shares of Common Stock issuable upon exercise of the
Warrants are subject to customary anti-dilution provisions.
The Company's Common Stock is traded on the Nasdaq SmallCap
System under the symbol MAMO. On October 8, 1997, the closing bid
price was $.875 per share for the Common Stock, as reported by Nasdaq.
See "Market Price Information."
AN INVESTMENT IN THESE SECURITIES IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
The Shares will be offered by the Selling Stockholders, or their
donees, pledgees, transferees or other successors in interest, for
resale by this Prospectus from time to time after the date hereof in
the over-the-counter market through dealers or brokers. The Shares may
also be sold in privately negotiated transactions. Sales through
dealers or brokers are expected to be made with customary commissions
being paid by the Selling Stockholders. Payments to persons assisting
the Selling Stockholders with respect to privately negotiated
transactions will be negotiated on a transaction-by-transaction basis.
The Selling Stockholders have advised the Company that, prior to the
date of this Prospectus, they have not made any agreement or
arrangement with any underwriters, brokers or dealers regarding the
sale of the Shares. See "Plan of Distribution."
Any commissions and/or discounts on the sale of the Shares
offered by the Selling Stockholders will be paid by the Selling
Stockholders, and all other expenses related to the filing of the
registration statement of which this Prospectus is a part, are being
paid by the Company. See "Use of Proceeds."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATEMENT SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and other
information can be inspected and copied at the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; or at its offices at Northwest Atrium Center,
500 West Madison Street, 14th Floor, Chicago, IL 60661; or Seven World
Trade Center, 13th Floor, New York, NY 10048. Copies of this material
can also be obtained at prescribed rates by writing to the Public
Reference Section of the SEC at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC
maintains a Web site (http://www.sec.gov) that contains reports, proxy
statements and other information regarding registrants that file
electronically with the SEC, including the Company. In addition,
copies of this material and other information are provided to Nasdaq
and can be inspected at the Nasdaq offices maintained at the National
Association of Securities Dealers, Inc., 1735 "K" Street, Washington,
D.C. 20549.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain
information contained in the Registration Statement, and reference is
hereby made to the Registration Statement and to the exhibits relating
thereto for further information with respect to the Company and the
offering. Any statements contained herein concerning the provisions of
any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the SEC. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the SEC, are hereby
incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K, as amended, for the fiscal year
ended September 30, 1996.
2. Quarterly Report on Form 10-Q, as amended, for the fiscal
quarter ended December 31, 1996.
3. Quarterly Report on Form 10-Q, as amended, for the fiscal
quarter ended March 31, 1997.
4. Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
5. Current Report on Form 8-K for an event of February 6, 1997.
6. Current Report on Form 8-K for an event of May 1, 1997.
7. Joint Proxy Statement of the Company and Advanced NMR
Systems, Inc. contained in the Registration Statement on
Form S-4, filed on October 9, 1997.
8. Description of the Common Stock contained in the
Registration Statement on Form 8-A, filed on December 11,
1992.
All documents filed by the Company with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the
date of this Prospectus and prior to the termination of the offering
of the securities covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
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<PAGE>
which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person,
a copy of any and all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus other than
the exhibits thereto. Requests for such copies should be directed to
the Company at One Executive Drive, Fort Lee, New Jersey 07024, Attn:
Steven J. James, Chief Financial Officer; telephone (201) 592-8838.
THE COMPANY
Advanced Mammography Systems, Inc. ("AMS" or the "Company") is a
development stage company which was organized in Delaware in July 1992
to acquire and develop proprietary technology from Advanced NMR
Systems, Inc. ("ANMR") in order to design, manufacture and
commercialize a dedicated (or partial body) magnetic resonance imaging
("MRI") system for breast imaging which can be used to detect and
characterize breast tissue abnormalities. As part of its formation,
AMS entered into a license agreement and shared services agreement
with ANMR which have remained in effect to date. ANMR has been engaged
in the development and commercialization of certain aspects of MRI
systems.
On June 23, 1997, the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") with ANMR and ANMR/AMS Merger
Corp., a wholly-owned subsidiary of ANMR. On May 27, 1997, the Company
and ANMR had jointly announced that their respective Boards of
Directors (based as to the Company's Board upon a recommendation of a
Special Committee of Independent Directors) had agreed upon the terms
of a merger (the "Merger") of the Company with ANMR. Pursuant to the
Merger Agreement, the Company would merge into ANMR/AMS Merger Corp.
to become a wholly-owned subsidiary of ANMR. In consideration for the
Merger, the Company's stockholders (other than ANMR) would receive .40
of one share of ANMR Common Stock (after a proposed one-for-ten
reverse stock split of ANMR Common Stock) for each outstanding share
owned of the Company's Common Stock. Outstanding options and warrants
of the Company, upon exercise thereof, would be exchanged on a similar
basis. Special stockholder meetings of both companies' stockholders
are to be held on November 10, 1997. The Merger is subject to the
approval by stockholders of each company at such meetings and other
customary closing conditions. No assurance can be given that the
Merger will go forward.
If the Merger is not approved by the Company's stockholders, the
Company will be insolvent. In addition, the Company's insolvency could
lead to bankruptcy proceedings against the Company. In such bankruptcy
proceedings, ANMR would, as the Company's largest creditor, seek to obtain
all of the assets of the Company in satisfaction of indebtedness, in excess
of $1.3 million, owed to ANMR by the Company. ANMR would have to evaluate
whether it would fund the Company's operations and research and development
and for how long it would provide such financing. There can be no assurance
that ANMR will provide additional funds to the Company if the Merger is
not approved.
The Company believes its Aurora(TM) System has the potential to
become an important adjunct in the evaluation of the 15-20% of x-ray
mammograms that are ambiguous or indeterminate, for imaging dense
breast tissue using a patent pending technique that can suppress fat
in breast images, for earlier diagnostic intervention among high risk
individuals, for characterizing breast lesions, for staging cancer
treatment and for post surgery and post radiation follow-up. The
Company is initiating studies among its clinical partners to
accelerate the expansion of MRI's potential in breast imaging. The
study's goal is to establish breast MRI as an integral tool in the
diagnosis and treatment of breast disease. These studies will be
performed by applying American College of Radiology (ACR) lexicon or
decision making criteria. Assuming broader diagnostic applications are
established, the next Company goal would be to demonstrate clinical
utility beyond diagnosis to potentially include screening. This
expansion of breast MRI's clinical utility is anticipated to alter
medical practices to include MRI on a more routine basis which would
derive patient demand that should exceed the capacity of currently
available whole body MRI systems. The Aurora(TM) MRI System is a
technology optimized for and dedicated to breast imaging to address
this future demand and meet patient needs that are distinct from and
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not adequately served by whole body MRI systems. Also, the Aurora(TM)
System is intended to be offered AT about one-third the cost of a
whole body system, or approximately $550,000, as the Aurora(TM) System
utilizes a .5T magnet thAT maintains an imaging field of view and
image quality comparable to a 1.5T whole body system, dramatically
reducing the customer purchase price and siting costs. The Company
plans to market the Aurora(TM) System to mammography clinics and
practices where patient volume is sufficient to justify the cost of
adding MRI breast imaging to the diagnostic workup of certain breast
patients. The Company has been notified that tests utilizing its
Aurora(TM) breast imaging technology are eligible for reimbursement to
their patient members by certain Massachusetts managed health care
providers.
In February 1996, the U.S. Food and Drug Administration (the
"FDA") cleared the commercial use of the Company's Aurora(TM)
Dedicated MRI Breast Imaging System. In order to fully commercialize
the Aurora(TM) System and to demonstrate diagnostic effectiveness as
an accepted tool for the diagnosis and management of breast disease
and permit reimbursement for dedicated breast MRI by third parties
such as Medicare, private insurance and managed care consortiums, the
Company must develop maximum clinical utility. The Company has
launched a clinical study which includes a scientific investigation of
the improved breast imaging device in a large patient population to
provide objective evidence of its clinical utility. The Aurora(TM)
System has been placed at the University of Texas Medical Branch at
Galveston. The Company has sold a second Aurora(TM) System to ANMR
which has been installed for commercial use at the Faulkner-Sagoff
Centre for Breast Health Care at Faulkner Hospital in Boston,
Massachusetts. The Company intends to install the Aurora(TM) System at
the Englewood Hospital and University of Arkansas Hospital. It is
anticipated that the breast imaging technology should gain clinical
acceptance over the next two years and continue to evolve as further
information is obtained from the clinical studies concerning
additional applications, subject to the pricing of competitive
technologies.
In July 1992, ANMR licensed (the "ANMR License Agreement") to the
Company the right to use ANMR's technology in the development of a
dedicated breast imaging system. ANMR, which was then solely engaged
in the manufacture and sale of MRI-based products, decided it was more
feasible to establish AMS to obtain the financing necessary to develop
an MRI scanner for breast imaging than to continue to finance and
develop the product independently. As consideration for the ANMR
Licensing Agreement, AMS paid to ANMR $1,680,000 and issued 4,000,000
shares of its Common Stock, of which 2,750,000 shares (the "Escrow
Shares") were placed in escrow for release based upon the Company
achieving certain future minimum pre-tax income targets or the market
price of the Company's Common Stock reaching certain levels through
1996. The conditions for the release of the Escrow Shares were not
met, and the Escrow Shares were returned to the Company for
cancellation as of May 1, 1997.
The Company uses a portion of ANMR's facilities and ANMR officers
and employees pursuant to a Shared Services Agreement. The expenses
related to the use of the facilities, such as rent, utilities and
insurance, are apportioned based on the number of square feet occupied
by the Company and ANMR, respectively. The remaining expenses,
including those for senior management, administration and
miscellaneous supplies and resources, are allocated evenly between the
two companies, but are modified if circumstances dictate.
The Company was incorporated in Delaware under the name MAM-MRI
Image Technology, Inc. and changed its name to Advanced Mammography
Systems, Inc. in August 1992. The Company's executive offices are
located at 46 Jonspin Road, Wilmington, Massachusetts 01887 and its
telephone number is (508) 657-8876.
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RISK FACTORS
The securities offered hereby are speculative in nature and
involve a high degree of risk. Investors should carefully consider,
among other matters, the following risks before making a decision to
purchase the Shares.
Development Stage Company; Accumulated Deficit. The Company is in
the development stage, having been formed in 1992 by ANMR in order to
design, develop, manufacture and commercialize an MRI breast imaging
scanner for mammography. The Company has placed two Aurora(TM)
Systems, one at a center to be operated by ANMR, and plans to place
two additional systems at other centers by early 1998. At June 30,
1997, the Company had an accumulated deficit of $16,287,104. The
auditor's report in the fiscal 1996 financial statements includes an
explanatory paragraph relating to the Company's ability to continue as
a going concern. The Company's operations are subject to numerous
risks associated with establishing a new business with new technology,
including a competitive and regulatory environment in an industry
characterized by numerous well-established and well-capitalized
companies and by exhaustive regulatory scrutiny. There can be no
assurance that the Company's research and development activities will
result in products that prove to be commercially viable or that the
Company will ever achieve significant revenues or profitable
operations.
Need for Additional Funds and No Assurance of Available
Financing. The Company expects to incur substantial expenditures
through the end of fiscal 1997 for continued product development,
testing, and hiring of marketing personnel. At June 30, 1997, AMS had
working capital of only $186,000, including cash of $833,000. The
Company owes $1,274,000 to ANMR. In early October 1997, ANMR agreed to
loan to the Company up to an additional $500,000 to fund ongoing
operations. The Company has used substantially all of its funds to
date for its research and development activities. The Company is
dependent on its existing cash reserves to continue its operations.
The Company's inability to fund research and development, marketing
and production requirements would have a material adverse effect on
the Company and its business and financial condition. The Merger
Agreement provides that any financing by the Company would be subject
to the prior consent of ANMR. There can be no assurance that
post-Merger ANMR will be able to fund the ongoing research and
development activities of the Company.
Effects of Failure to Approve Merger. If the Merger is not
approved by the Company's stockholders, the Company will be insolvent.
In addition, the Company's insolvency could lead to bankruptcy
proceedings against the Company. In such bankruptcy proceedings, ANMR
would, as the Company' largest creditor, seek to obtain all of the
assets of the Company in satisfaction of indebtedness, in excess of
$1.3 million, owed to ANMR by the Company. ANMR would have to evaluate
whether it would fund the Company's operations and research and
development and for how long it would provide such financing. There
can be no assurance that ANMR will provide additional funds to the
Company if the Merger is not approved.
Conflicts of Interest. Management and the Board of Directors of
the Company have relationships which present them with conflicts of
interest in connection with the Merger. ANMR owns 1,250,000 shares of
the Company's Common Stock, representing approximately 14.46% of the
outstanding shares of the Company's Common Stock. All of the executive
officers and directors of the Company (except two directors) are also
officers and directors of ANMR. In addition, ANMR and the Company are
parties to the License Agreement and the Shared Services Agreement. At
September 30, 1997, the Company owed approximately $1.3 million to
ANMR under the Shared Services Agreement.
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Dependence on, and Need for, Key Personnel. Because of the
specialized nature of its businesses, the Company is dependent upon
the efforts of its current officers and employees, and upon its
ability to attract and retain technically qualified personnel and
marketing and sales personnel in the medical technology field. The
loss of the services of Jack Nelson, Chairman of the Board, or Enrique
Levy, the President, both of whom occupy the same positions at ANMR,
could materially adversely affect the Company. There is intense
competition for qualified personnel in the MRI industry, including
competition from companies with substantially greater resources than
the Company. There can be no assurance that the Company will be
successful in recruiting or retaining personnel of the requisite
scientific caliber or in the requisite numbers to enable the Company
to conduct its business as planned.
Unproven Product and Efficacy of Aurora(TM) System. The Company's
breast imaging system has not yet been subjected to clinical use which
will ultimately prove or dispute its efficacy. While MRI is a well
accepted diagnostic imaging method, the Company's system, an MRI
scanner adapted and optimized for breast imaging only, has not been
tested extensively by clinicians. The Company's ability to
commercialize a dedicated use MRI scanner for mammography will be
highly dependent upon acceptance by clinicians as well as
demonstrations that it is sufficiently cost-effective in the diagnosis
and treatment of breast abnormalities, principally, breast cancer.
There is no assurance that this technology will ultimately be
successfully developed or prove to have commercially viable
applications, and further, the technology may be rendered obsolete by
advances in technology.
The Company has launched a multi-site clinical study of the
Aurora(TM) System. The Company anticipates that the study will take
two years to complete. In April 1997, a meeting of leading doctors in
the breast imaging field was held by the Company to develop approaches
and protocols for determining the clinical benefits of MRI in the
diagnosis and management of breast diseases. There can be no assurance
that such clinical study will prove the effectiveness of the
Aurora(TM) System.
Reliance on Development of Technology and Product Line Limited
for Development of Dedicated MRI Scanner for Mammography. The
Company's business is dependent on the development of technology
suitable for an MRI mammography scanner. Pursuant to the ANMR License
Agreement, the Company's use of the licensed technology is limited to
the field of mammography. Accordingly, if the Merger is not approved,
even if the Company is successful in developing a commercially viable
MRI scanner suitable for mammography, the Company's products based on
the licensed technology will be limited to mammography and the Company
may be prevented from expanding its operations into other fields.
However, the Company has been granted a 50% interest in other
dedicated use MRI scanners which may be developed by ANMR. There can
be no assurance that the technology transferred includes all
proprietary and patent rights necessary to develop an MRI scanner for
use in the field of mammography. The Company may also utilize
technologies, patents or other rights which may be held by or be
subject to patents or patent applications filed by third parties, and
there is no assurance that such technology will not infringe patents
or other rights owned by others, licenses to which may not be
available to the Company.
Potential Adverse Impact of Competing Services and Equipment. The
health services and equipment industry is highly competitive. Some
entities have developed, and others may develop, competing products or
services which may be superior to those of the Company, both in terms
of price and quality. Many of these other entities have greater
resources and more substantial marketing capabilities than the
Company. Furthermore, in some cases, other imaging equipment such as
PET scanners, conventional x-rays, CAT scanners, nuclear medicine
systems and ultrasound systems may be used instead of magnetic
resonance systems for certain diagnostic procedures. These other
equipment systems and methods may be less expensive to purchase,
install and maintain and involve lower patient charges for their use.
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Lack of General Utilization by the Medical Community. The
business of the Company involves the application of magnetic resonance
technologies and equipment to a dedicated breast imaging business, not
all of which have yet been widely used in the medical community or
established as a preferred diagnostic technique. The clinical utility
of the Aurora(TM) System is not proven for detecting breast cancers
and other breast illnesses. A substantial amount of clinical research
and physician education will be required to determine the full
capabilities and to achieve widespread utilization of this MRI
mammography technology. The failure of the medical community to use
the Company's Aurora(TM) breast imaging systems would have a material
adverse impact on the Company's business, financial condition and
operations.
Unpredictable Results of Healthcare Reform Initiatives. Many
competing proposals have been introduced in Congress and various state
legislatures to reform the present health care systems. The Company is
not able to predict the health care reforms that may be enacted or the
effect that any such reforms may have on their respective businesses.
Uncertainty in the area of health care reform may contribute to an
unwillingness on the part of potential customers to make capital
investments.
Potential Adverse Impact of Governmental Regulation. The
manufacture, marketing and use of MRI systems is subject to various
federal and state regulations, including premarket clearance by the
FDA. Such clearance may take considerable time to obtain and in some
cases may not be granted. While the Aurora(TM) System has received FDA
510(k) clearance, there can be no assurance that any enhancements or
improvements to such System, or any new system developed by the
Company would obtain FDA clearance and until such clearance is
obtained, neither government agencies nor private insurers will
reimburse the cost of MRI systems and diagnostic procedures.
Furthermore, reimbursement may not be authorized even after approvals
are granted or it may be delayed for substantial periods after such
approvals. The market for the products and services of the Company
might also be adversely affected by state certificate of need ("CON")
laws, which in some states restrict or limit the establishment of new
facilities and services as well as the purchase of major medical
equipment. There can be no assurance that CONs can be obtained by the
prospective customers of the Company if needed. In addition, federal
and state health care and related regulations are subject to constant
changes, and the Company cannot predict what changes may be enacted
which may affect its business or the manner in which its business
would be affected by such changes. In addition, manufacturers of
medical devices are subject to pervasive and continuous regulation by
the FDA, including compliance with good manufacturing practice
regulations. Discovery of previously unknown problems or noncompliance
with applicable regulations may result in product labeling
restrictions or withdrawal of the product from the market. There can
be no assurance that these regulations will not have an adverse impact
on the Company in the future.
The Mammography Quality Standards Act of 1992 ("MQSA") authorizes
the U.S. Department of Health and Human Services ("DHHS") to regulate
facilities that provide mammography services and utilize radiological
equipment. Under the MQSA, no facility may provide mammogram (as
defined therein to mean a radiography (i.e., an x-ray) of the breast),
unless it has obtained a certificate from DHHS to do so. The MQSA also
requires that the Secretary of DHHS develop quality standards to
assure the safety and accuracy of mammography carried out by such
facilities. The Company's MRI products currently under development do
not provide radiography of the breast. Instead, they rely upon
magnetic resonance imaging technology, which does not currently fall
within the scope of the MQSA. Nonetheless, the Company cannot predict
whether the MQSA will be amended or interpreted to regulate the use of
any of the Company's proposed MRI products. As such, there can be no
assurance that the MQSA and the standards promulgated thereunder will
not have an adverse effect on the Company's future ability to market
its proposed MRI products currently under development.
-7-
<PAGE>
Possible Restrictions on Third Party Coverage and Reimbursement.
MRI technology devices are generally of the type that would be
purchased by hospitals or clinics, which then bill various third-party
payers, such as governmental programs and private insurance plans, for
the health care services provided to patients. Payment to health care
providers by third party payers for diagnostic services generally
depends substantially upon such payors' coverage and reimbursement
policies. Consequently, those policies will have a direct effect on
health care providers' ability and willingness to pay for any products
of the Company. Mounting concerns about rising health care costs and
the future of the health care industry in general may cause more
restrictive coverage and reimbursement policies to be implemented in
the future. Failure by third party payers to cover MRI products or to
obtain adequate reimbursement for procedures employing products
subsequently developed by the Company could have a material adverse
effect on their ability to market their systems.
Potential Product Liability. The business of the Company exposes
it to potential product liability risks which are inherent in the
testing, manufacturing, marketing and sale of diagnostic products. If
available, product liability insurance is generally expensive. The
Company does not currently have any product liability insurance, and
there can be no assurance that the Company will be able to maintain
product liability and professional liability insurance on acceptable
terms or that any insurance obtained will provide adequate protection
against potential liabilities. In the event of a successful suit
against the Company, a lack or insufficiency of insurance coverage
could have a material adverse effect on the Company's business and
operations.
Delisting of the Company's Common Stock from Nasdaq SmallCap
Market. The Company has been advised by Nasdaq that it intends to
delist the Company's Common Stock from eligibility for trading on the
Nasdaq SmallCap Market for failure to maintain a closing bid price
equal to or greater than $1.00 for a certain period of time. After the
Common Stock is removed from the SmallCap System, it would be traded
on the OTC Bulletin Board, which could adversely affect the trading
market. Upon the Merger, the Company's stockholders (other than ANMR)
would receive .40 of one share of ANMR Common Stock (after a proposed
one-for-ten reverse stock split of ANMR Common Stock), which is
currently traded on the Nasdaq SmallCap Market, for each outstanding
share owned of the Company's Common Stock. However, Nasdaq may also
delist ANMR Common Stock from eligibility for trading on the Nasdaq
SmallCap Market for failure to maintain a closing bid price equal or
greater than $1.00 for a certain period of time. See "Market Price
Information."
Volatility of Common Stock Prices. Historically, the market
prices of the Company's Common Stock have been volatile. Factors such
as quarter-to-quarter variations in revenues and announcements of
technological innovations or new products by the Company or its
competitors, customers or suppliers could cause the market prices to
greatly fluctuate. In addition, in recent years the stock markets in
general, and the market prices for diagnostic imaging service
companies in particular, have experienced significant volatility,
which often may be unrelated to the operating performance of the
affected companies. See "Market Price Information."
Possible Adverse Effect on Market Price of the Company's
Securities and Future Financings Due to Future Sales of Common Stock.
The sale, or availability for sale, of the Shares offered herein, or
any additional placement of Common Stock, could adversely affect the
prevailing market price of the Common Stock and could impair the
Company's ability to raise additional capital through the sale of its
equity securities. Depending upon the market price of the Company's
Common Stock, the Company's net tangible assets and revenues, the
Common Stock may come within the "Penny Stock Rules" under the
Exchange Act. Under the Penny Stock Rules, brokers must undertake
certain procedures prior to selling a "penny stock," which may make it
more difficult for them to sell the Company's Common Stock. Purchasers
-8-
<PAGE>
of the Common Stock offered hereby may likewise have difficulty
selling their shares in the secondary trading market.
MARKET PRICE INFORMATION
The Company's Common Stock is included on the Nasdaq SmallCap
System under the symbol MAMO. The following table sets forth the
quarterly high and low bid prices for the Common Stock as reported by
Nasdaq for the periods indicated. These prices are based on quotations
between dealers, and do not reflect retail mark-up, mark-down or
commissions. Investors should check the current market prices before
making an investment decision with respect to the Company's common
Stock.
Common Stock High Low
- ------------ ---- ---
Fiscal 1995
- -----------
First Quarter $11.75 $7.38
Second Quarter 13.88 8.75
Third Quarter 15.25 10.00
Fourth Quarter 14.00 4.75
Fiscal 1996
- -----------
First Quarter 5.94 1.00
Second Quarter 4.13 1.50
Third Quarter 4.62 1.81
Fourth Quarter 2.06 .62
Fiscal 1997
- -----------
First Quarter 3.06 1.63
Second Quarter 2.53 1.44
Third Quarter 1.66 .69
Fourth Quarter 1.03 .56
Fiscal 1998
- -----------
First Quarter .97 .88
(through October 8,
1997)
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders. The Shares offered hereby are
being sold by the Selling Stockholders acting as principal for each
Selling Stockholder's own account and may be sold from time to time by
the Selling Stockholders. However, the Company will receive an amount
equal to (i) $1.93 per share upon exercise of the Placement Warrants,
(ii) $1.68 per share upon exercise of the Agent Warrants, (iii) $2.20
per share upon exercise of the Series A Warrants and (iv) $2.50 per
share upon exercise of the Series B Warrants, or aggregate gross
proceeds of $1,779,315 upon exercise in full of the Warrants in
-9-
<PAGE>
accordance with the terms thereof. There can be no assurance that the
Selling Stockholders will exercise any or all of the Warrants. The
Company would use the net proceeds for further research and
development and for general corporate purposes.
The Company will bear the expenses of the registration of the
Shares. The Company estimates that these expenses will be
approximately $35,000.
SELLING STOCKHOLDERS
The Shares offered by this Prospectus may be offered from time to
time by the Selling Stockholders. The Company issued an aggregate of
203,252 shares of Common Stock and the Placement Warrants to (i)
Saundra J. Kessler as her sole and separate property and (ii) Saundra
J. Kessler as guardian for Nicholas C. Kessler, a minor (collectively,
the "Purchasers"), in a private placement (the "Placement") pursuant
to Private Placement Agreements, dated as of February 5, 1997. In
connection with the Placement and a related placement which were
effected in accordance with a Funding Agreement, dated as of January
31, 1997, among the Company, InterFirst Capital Corporation
("InterFirst") and another firm, the Company issued the Agent Warrants
to InterFirst, the placement agent, and InterFirst subsequently
transferred a portion of the Agent Warrants to Paul Kessler, who was
then associated with InterFirst. Further, the Company issued the
Series A Warrants and the Series B Warrants to Adar Equities LLC,
Rickel & Associates, Inc. and Howard Miller pursuant to a Distributor
Agreement, dated as of May 6, 1996, among the Company, Adar Equities
LLC and Rickel & Co.
Pursuant to the Private Placement Agreements, the Funding
Agreement, the Distributor Agreement and the Warrants, the Company is
obligated to file the registration statement of which this Prospectus
is a part. Each of the owners of the Shares have entered into
customary agreements with the Company regarding the sale of the Shares
and mutual indemnification.
The following table sets forth, as of September 30, 1997 and upon
completion of this offering, information with regard to the beneficial
ownership of the Company's Common Stock by each of the Selling
Stockholders. The information set forth below is based upon
information concerning beneficial ownership provided to the Company by
each Selling Stockholder. None of the Selling Stockholders has held
any position, office or material relationship with the Company or any
of its predecessors or affiliates within three years of the date of
this Prospectus, and each of the Selling Stockholders has sole voting
power and investment power with respect to the Shares set forth
opposite such Selling Stockholder's name. The table assumes the
exercise of the Warrants.
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO REGISTRATION AFTER OFFERING
--------------------- --------------
SHARES
NUMBER TO BE NUMBER OF
NAME OF SHARES PERCENT REGISTERED SHARES PERCENT
---- --------- ------- ---------- ------ -------
Saundra J. Kessler 431,910 5.5% 431,910 -0- __
as her sole and
separate
property(1)(2)
-10-
<PAGE>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO REGISTRATION AFTER OFFERING
--------------------- --------------
SHARES
NUMBER TO BE NUMBER OF
NAME OF SHARES PERCENT REGISTERED SHARES PERCENT
---- --------- ------- ---------- ------ -------
Saundra J. Kessler 215,955 2.8% 215,955 -0- __
as guardian for
Nicholas C.
Kessler, a minor(3)
InterFirst Capital 195,122 2.5% 195,122 -0- __
Corporation(4)
Paul Kessler(1)(5) 48,780 0.6% 48,780 -0- __
Adar Equities 250,000 3.2% 250,000 -0- __
LLC(6)
Rickel & 95,000 1.2% 95,000 -0- __
Associates, Inc.(7)
Howard Miller(8) 50,000 0.7% 50,000 -0- __
1. Saundra Kessler is the wife of Paul Kessler. Each disclaims
beneficial ownership of the shares of the Company's Common Stock
owned by the other.
2. Includes (i) 114,329 shares underlying Placement Warrants and
(ii) 215,955 shares beneficially owned as guardian for her son, as
to which shares she has investment and voting power.
3. Includes 114,329 shares underlying Placement Warrants.
4. Includes 195,122 shares underlying Agent Warrants, of which
97,561 shares underlying Class A Agent Warrants are presently
exercisable and 97,561 shares under Class B Agent Warrants become
exercisable proportionately with the exercise of the Placement
Warrants and certain other Warrants of the Company.
5. Includes 48,780 shares underlying Agent Warrants, of which 24,390
shares underlie Class A Agent Warrants and 24,390 shares underlie
Class B Agent Warrants.
6. Includes 125,000 shares underlying Series A Warrants and 125,000
shares underlying Series B Warrants.
7. Includes 47,500 shares underlying Series A Warrants and 47,500
shares underlying Series B Warrants.
8. Includes 25,000 shares underlying Series A Warrants and 25,000
shares underlying Series B Warrants.
-11-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that, prior to
the date of this Prospectus, they have not made any agreement or
arrangement with any underwriters, brokers or dealers regarding the
distribution and resale of the Shares. If the Company is notified by a
Selling Stockholder that any material arrangement has been entered
into with an underwriter for the sale of the Shares, a supplemental
prospectus will be filed to disclose such of the following information
as the Company believes appropriate: (i) the name of the participating
underwriter; (ii) the number of the Shares involved; (iii) the price
at which such Shares are sold, the commissions paid or discounts or
concessions allowed to such underwriter; and (iv) other facts material
to the transaction.
The Company expects that the Selling Stockholders will sell their
Shares covered by this Prospectus through customary brokerage
channels, either through broker-dealers acting as agents or brokers
for the seller, or through broker-dealers acting as principals, who
may then resell the Shares in the over-the-counter market, or at
private sale or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of
concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that participate with the Selling
Stockholders in the distribution of Shares may be deemed to be
underwriters and commissions received by them and any profit on the
resale of Shares positioned by them might be deemed to be underwriting
discounts and commissions under the Securities Act.
Sales of the Shares on the Nasdaq SmallCap System may be by means
of one or more of the following: (i) a block trade in which a broker
or dealer will attempt to sell the Shares as agent, but may position
and resell a portion of the block as principal to facilitate the
transaction; (ii) purchases by a dealer as principal and resale by
such dealer for its account pursuant to this Prospectus; and (iii)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate.
The Selling Stockholders are not restricted as to the price or
prices at which they may sell their Shares. Sales of such Shares at
less than market prices may depress the market price of the Company's
Common Stock. Moreover, the Selling Stockholders are not restricted as
to the number of Shares which may be sold at any one time.
The Company will pay all of the expenses incident to the offer
and sale of the Shares to the public by the Selling Stockholders other
than commissions and discounts of underwriters, dealers or agents.
There can be no assurance that any of the Selling Stockholders will
sell any or all of the Shares offered by them hereunder.
The Company has advised the Selling Stockholders that the
anti-manipulative rules under the Exchange Act, including Regulation
M, may apply to sales in the market of the Shares offered hereby and
has furnished the Selling Stockholders with a copy of such rules. The
Company has also advised the Selling Stockholders of the requirement
for the delivery of this Prospectus in connection with resales of the
Shares offered hereby.
The Company has been advised by each Selling Stockholder that it
will comply with Regulation M promulgated under the Exchange Act, in
connection with all resales of the Shares offered hereby. The Company
has also been advised by the Selling Stockholders that none of them
-12-
<PAGE>
has, as of September 30, 1997, entered into any arrangement with a
broker-dealer for the sale of the Shares through block trade, special
offering, exchange distribution or secondary distribution of a
purchase by a broker-dealer.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
shares of Common Stock offered hereby will be passed upon for the
Company by Reid & Priest LLP, New York, New York.
EXPERTS
The financial statements of the Company for the year ended
September 30, 1996, the nine-month period ended September 30, 1995,
the year ended December 31, 1994 and the period from July 2, 1992
(inception) to September 30, 1996 are incorporated in this Prospectus
by reference to the Company's 1996 Annual Report on Form 10-K, as
amended, and have been so incorporated in reliance upon the report
of Richard A. Eisner & Company, LLP, independent auditors, given
upon the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
-13-
<PAGE>
========================================================================
No person is authorized in connection with any offering made hereby
to give any information or to make any representation not contained
in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company or any Underwriter. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any security
other than the shares of Common Stock offered hereby, nor does it
constitute an offer to sell or a solicitation of any offer to buy any
of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall
under any implication that the information contained herein is correct
as of any date subsequent to the date hereof.
TABLE OF CONTENTS
PAGE
----
Available Information........................................... 2
Incorporation of Certain Documents
by Reference.................................................. 2
The Company..................................................... 3
Risk Factors.................................................... 5
Market Price Information........................................ 9
Use of Proceeds.................................................. 9
Selling Stockholders........................................... 10
Plan of Distribution .......................................... 12
Legal Matters................................................... 13
Experts......................................................... 13
Disclosure of SEC Position on Indemnification
for Securities Act Liabilities.................................. 13
========================================================================
========================================================================
1,070,812 Shares of Common Stock
ADVANCED MAMMOGRAPHY
SYSTEMS, INC.
-------------------
P R O S P E C T U S
-------------------
October , 1997
========================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of this offering in connection with the
issuance and distribution of the securities being registered, all of
which are to be paid by the Registrant, are as follows:
Registration Fee.............................. 309
Legal Fees and Expenses....................... 15,000
Accounting Fees and Expenses.................. 10,000
Miscellaneous Expenses........................ 5,000
-----
Total...................................... $30,309
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide, in part, that the Company shall
indemnify its directors, officers, employees and agents to the fullest
extent permitted by the Delaware General Corporation Law ("DGCL").
The DGCL permits Delaware corporations to indemnify their
directors and officers against all reasonable expenses incurred in the
defense of any lawsuit to which they are made parties by reason of
being directors or officers, in cases of successful defense, and
against such expenses in other cases, subject to specified conditions
and exclusions. Such indemnification is not exclusive of any other
rights to which those indemnified may be entitled under any
by-law, agreement, vote of stockholders or otherwise.
The DGCL contains a provision eliminating the personal liability
of a director to a corporation or its stockholders for monetary
damages for breach of, or failure to perform, any duty resulting
solely from his status as a director, except with respect to (a)
willful failure to deal fairly with the corporation or its
stockholders where a director has a material conflict of interest, (b)
a violation of criminal law unless the director had reasonable cause
to believe his conduct was lawful, (c) a transaction yielding an
improper personal profit, and (d) willful misconduct. The foregoing
statute also is inapplicable to situations wherein a director has
voted for, or assented to the declaration of, a dividend, repurchase
of shares, distribution, or the making of a loan to an officer or
director, in each case where the same occurs in violation of
applicable law.
The Company has purchased and maintains insurance for its
officers and directors against certain liabilities, including
liabilities under the Securities Act. The effect of such insurance is
to indemnify any officer or director of the Company against expenses,
judgements, fines, attorney's fees and other amounts paid in
settlements incurred by him, subject to certain exclusions. Such
insurance does not insure against any such amount incurred by an
officer or director as a result of his own dishonesty.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits*
3.1 Certificate of Incorporation of the Company, as amended
(filed as Exhibit 3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1996 and
incorporated herein by reference)
3.2 By-Laws of the Company (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996 and incorporated herein by
reference)
4.1 Form of Placement Warrant (filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K for an event of
February 6, 1997, File No. 0-20968 (the "Current Report")
and incorporated herein by reference)
4.2 Form of Agent Warrant (filed as Exhibit 4.3 to the Current
Report and incorporated herein by reference)
4.3 Form of Warrant for an aggregate of 197,500 Series A and
Series B Warrants issued May, 1996.
10.1 Funding Agreement, dated as of January 31, 1997, among the
Company, Emerald Capital Corporation and InterFirst Capital
Corporation (filed as Exhibit 10.1 to the Current Report and
incorporated herein by reference)
10.2 Form of Private Placement Agreement (filed as Exhibit 10.3
to the Current Report and incorporated herein by reference)
10.3 Distributor Agreement, dated as of May 6, 1996, among the
Company, Adar Equities LLC and Rickel & Co.
5 Opinion of Reid & Priest LLP
23.1 Consent of Reid & Priest LLP (included in the Opinion of
Reid & Priest LLP filed as Exhibit 5 herewith)
23.2 Consent of Richard A. Eisner & Company, LLP
24 Power of Attorney (see Page II-4)
- -------------------------------
* Previously filed, unless otherwise noted.
ITEM 17. UNDERTAKINGS
UNDERTAKINGS REQUIRED BY REGULATION S-K, ITEM 512(a).
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act").
II-2
<PAGE>
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
UNDERTAKING REQUIRED BY REGULATION S-K, ITEM 512(h).
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions of its
By-Laws, of the DGCL or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
UNDERTAKINGS REQUIRED BY REGULATION S-K, ITEM 512(i).
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in the form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(2) For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WILMINGTON, AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 20TH DAY OF OCTOBER, 1997.
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
BY: /s/ Jack Nelson
--------------------------------
JACK NELSON
CHAIRMAN OF THE BOARD
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jack Nelson
- ------------------------------ Chairman of the Board, October 20, 1997
JACK NELSON Chief Executive Officer
and Director
* Chief Financial Officer October 20, 1997
- ------------------------------ and Chief Accounting
STEVEN J. JAMES Officer
* Director October 20, 1997
- ------------------------------
GEORGE AARON
- ------------------------------ Director October , 1997
ALISON ESTABROOK
* Director October 20, 1997
- ------------------------------
ENRIQUE LEVY
* Director October 20, 1997
- ------------------------------
ROBERT SPIRA, M.D.
* Director October 20, 1997
- ------------------------------
SOL TRIEBWASSER
Director October , 1997
- ------------------------------
BERNARD WEINER
* BY: /s/ Jack Nelson
-------------------------------------
JACK NELSON, AS ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
Exhibit* Page
- ------- ----
4.3 Form of Warrant for an aggregate of 197,500 Series A and
Series B Warrants issued May, 1996.
5 Opinion of Reid & Priest LLP
10.3 Distributor Agreement, dated as of May 6, 1996, among the
Company, Adar Equities LLC and Rickel & Co.
23.1 Consent of Reid & Priest LLP (included in the Opinion of
Reid & Priest LLP filed as Exhibit 5 herewith)
23.2 Consent of Richard A. Eisner & Company, LLP
24 Power of Attorney (see page II-4)
* Previously filed, unless otherwise noted.
