UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
Commission File No. 000-22166
AETRIUM INCORPORATED
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1439182
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2350 HELEN STREET, NO. ST. PAUL, MINNESOTA 55109
(Address of principal executive offices) (Zip Code)
(651) 704-1800
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has 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 the past
90 days.
YES ___X___ NO _______
Number of shares of Common Stock, $.001 par value,
outstanding as of August 4, 2000 9,474,566
---------
<PAGE>
AETRIUM INCORPORATED
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 2000
(unaudited) and December 31, 1999 3-4
Consolidated Statements of Operations (unaudited) for
the six months ended June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows (unaudited) for
the six months ended June 30, 2000 and 1999 6
Notes to unaudited consolidated financial statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14-15
SIGNATURES 16
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AETRIUM INCORPORATED
CONSOLIDATED BALANCE SHEETS
ASSETS
------
June 30, December 31,
2000 1999
---------------------------------
(Unaudited) (Audited)
(in thousands, except share data)
Current Assets:
Cash and cash equivalents $ 10,007 $ 13,184
Accounts receivable, net 7,979 8,381
Inventories 10,598 9,677
Deferred taxes 2,357 2,357
Other current assets 295 233
---------------------------------
Total current assets 31,236 33,832
---------------------------------
Property and equipment:
Furniture and fixtures 1,284 1,776
Equipment 4,699 5,513
---------------------------------
5,983 7,289
Less accumulated depreciation and
amortization (3,905) (4,456)
---------------------------------
Property and equipment, net 2,078 2,833
---------------------------------
Noncurrent deferred taxes 14,771 12,445
Intangible and other assets, net 13,225 14,494
---------------------------------
Total assets $ 61,310 $ 63,604
=================================
See accompanying notes to the consolidated financial statements.
3
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AETRIUM INCORPORATED
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------------------------------
(Unaudited) (Audited)
(in thousands, except share data)
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 3,257 $ 1,917
Accrued compensation 1,594 1,567
Other accrued liabilities 3,073 2,690
---------------------------------
Total current liabilities 7,924 6,174
---------------------------------
Shareholders' equity:
Common stock, $.001 par value; 30,000,000
shares authorized; 9,474,566 and 9,436,035
shares issued and outstanding, respectively 9 9
Additional paid-in capital 60,247 59,963
Accumulated deficit (6,870) (2,542)
---------------------------------
Total shareholders' equity 53,386 57,430
---------------------------------
Total liabilities and shareholders' equity $ 61,310 $ 63,604
=================================
</TABLE>
See accompanying notes to the consolidated financial statements.
4
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AETRIUM INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---------------------------------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $ 10,855 $ 8,013 $ 21,466 $ 16,070
Cost of goods sold 5,827 7,160 11,593 11,990
---------------------------------------------------------------------
Gross profit 5,028 853 9,873 4,080
---------------------------------------------------------------------
Operating expenses:
Selling, general, and administrative 4,241 4,170 8,535 8,579
Research and development 1,888 2,486 4,380 5,082
Special charges 920 162 3,841 352
---------------------------------------------------------------------
Total operating expenses 7,049 6,818 16,756 14,013
---------------------------------------------------------------------
Loss from operations (2,021) (5,965) (6,883) (9,933)
Other income, net 87 131 250 276
---------------------------------------------------------------------
Loss before income taxes (1,934) (5,834) (6,633) (9,657)
Provision for income taxes 425 2,331 2,305 3,860
---------------------------------------------------------------------
Net loss $ (1,509) $ (3,503) $ (4,328) $ (5,797)
=====================================================================
Net loss per common share:
Basic $ (.16) $ (.37) $ (.46) $ (.61)
Diluted $ (.16) $ (.37) $ (.46) $ (.61)
Weighted average common
shares outstanding:
Basic 9,472 9,484 9,458 9,484
Diluted 9,472 9,484 9,458 9,484
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE>
AETRIUM INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
2000 1999
---------------------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,328) $ (5,797)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,332 1,859
Write-off of intangibles 408 0
Loss on disposal of equipment and leaseholds 475 0
Deferred taxes (2,316) (4,352)
Changes in assets and liabilities:
Accounts receivable, net 402 388
Refundable income taxes 0 853
Inventories (921) 3,629
Other current assets (62) 0
Intangible and other assets 48 (14)
Trade accounts payable 1,340 903
Accrued compensation 27 (153)
Other accrued liabilities 383 (95)
---------------------------------
Net cash used in operating activities (3,212) (2,779)
---------------------------------
Cash flows from investing activities:
Purchase of property and equipment (238) (215)
---------------------------------
Net cash used in investing activities (238) (215)
---------------------------------
Cash flows from financing activities:
Net proceeds from issuance of common stock 286 100
Repurchase of common stock (13) (160)
---------------------------------
Net cash provided by (used in) financing activities 273 (60)
---------------------------------
Net decrease in cash and cash equivalents (3,177) (3,054)
Cash and cash equivalents at beginning of period 13,184 18,133
---------------------------------
Cash and cash equivalents at end of period $ 10,007 $ 15,079
=================================
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE>
AETRIUM INCORPORATED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL REPORTING
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to present fairly
the financial position, results of operations, and changes in cash flows
for the interim periods presented.
Certain footnote information has been condensed or omitted from these
financial statements. Therefore, these financial statements should be read
in conjunction with the consolidated financial statements and accompanying
footnotes included in Form 10-K for the year ended December 31, 1999.
2. NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per share is computed by dividing net income (loss)
by the weighted-average number of common shares outstanding during the
period. Diluted net income (loss) per share is computed by dividing net
income (loss) by the weighted-average number of common shares and common
stock equivalent shares outstanding during the period. Common stock
equivalents include stock options using the treasury stock method. For
periods in which the company reports a net loss, common stock equivalents
are excluded from the computations because they are antidilutive.
3. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's views in applying
generally accepted accounting principles to selected revenue recognition
issues, including equipment sales contracts that contain customer
acceptance provisions. A substantial portion of the company's sales are
subject to customer acceptance provisions. Implementation of the guidance
in SAB 101 was initially to be required in the company's fiscal quarter
ended March 31, 2000. However, in March 2000, the SEC amended SAB 101 to
delay its implementation for three months in order to allow companies more
time to study and evaluate the guidance. In June 2000, the SEC amended SAB
101 a second time to delay implementation for calendar year reporting
companies to the quarter ending December 31, 2000. Management is currently
evaluating the impact SAB 101 will have on the company's current accounting
policies. If management determines that the implementation of SAB 101
requires a change in the company's revenue recognition policy, the company
would likely record a charge for a cumulative effect of a change in
accounting principle in accordance with SAB 101's implementation guidance.
7
<PAGE>
4. INVENTORIES
Inventories consist of the following:
June 30, December 31,
2000 1999
---- ----
(in thousands)
Purchased parts and completed subassemblies $5,133 $ 5,182
Work-in-process 3,367 3,040
Finished goods, including demonstration equipment 2,098 1,455
------- -------
Total $10,598 $ 9,677
======= =======
5. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
June 30, December 31,
2000 1999
---- ----
(in thousands)
Accrued commissions $ 397 $ 362
Accrued warranty 807 821
Customer deposits 86 693
Accrued restructuring costs 1,064 0
Other 719 814
------- -------
Total $ 3,073 $ 2,690
======= =======
6. SPECIAL CHARGES
Operating results for the quarter ended June 30, 2000 include an inventory
write-down of $450,000 included in cost of goods sold. In June 2000 the
company made a decision to discontinue marketing and manufacturing its
oldest DRAM test handler, the model M3200. As a result of this decision,
all inventory related to production of the M3200 was written down to its
scrap value and is expected to be disposed of before December 31, 2000.
The company also recorded special charges of $920,000 that were included in
operating expenses for the three months ended June 30, 2000. On June 29,
2000 the company announced that it will transfer its manufacturing and
certain administrative functions performed at its San Diego, CA operation
to its North St. Paul, MN operation. As a result of these activities, the
company now plans to manufacture its new DTX series of test handlers at
North St. Paul rather than San Diego. In the future, the San Diego
operation will focus exclusively on engineering and marketing activities.
The San Diego operation will move into a different facility with
substantially less space, and the company will vacate and sublease the
facility that it currently occupies. The company decided to transfer these
activities because the North St. Paul facility is a more mature
manufacturing facility that is better positioned to handle a rapid
production ramp-up for a new series of test handlers.
8
<PAGE>
Special charges related to this decision consisted of the following items:
a restructuring charge of $701,000 (including $323,000 for severance and
related benefits and $378,000 for facility exit costs) and $70,000 for the
write-down of related assets to net realizable value. The severance and
associated benefits are related to the elimination of 20 positions in
operations, engineering, accounting and administration. The affected
employees were identified and notified of the terminations and related
severance benefits prior to June 30, 2000. The facility exit costs
represent primarily a portion of building rent and related expenses for
unutilized space for six months, the estimated period of time needed to
sublease and vacate the facility.
These activities are not expected to have an adverse impact on revenues and
margins. Revenue should not be affected, and the company will generate
quarterly operating cost savings of about $350,000. The savings consist of
compensation and building-related expenses. The company plans to hire
additional personnel at its North St. Paul facility to accommodate
production of the DTX series of test handlers. Consequently, these costs
will offset these savings to some extent in the future. The transfer of
manufacturing and certain administrative functions from San Diego to North
St. Paul is expected to be complete by approximately October 2000.
Special charges recorded in the second quarter also include $149,000 of
costs incurred related to transferring certain development activities from
the company's Lawrence, MA facility to its North St. Paul facility. These
costs consisted primarily of relocation expenses. The Lawrence facility was
closed in the first quarter. The transfer of development activities from
Lawrence to North St. Paul was completed in the quarter ended June 30,
2000.
In the quarter ended March 31, 2000, the company recorded a restructuring
charge related to closing its Lawrence, MA facility and consolidating its
two operations in Texas. This charge included a $1.4 million accrual for
severance and related benefits and a $0.3 million accrual for facility exit
costs. Following is a table that summarizes the severance and facility exit
restructuring costs which will require future cash expenditures and the
associated accrual activity for the six months ended June 30, 2000 (in
thousands):
Severance
And Facility
Benefits Exit Costs Total
-------- ---------- -----
Accrual Balance, December 31, 1999 $ 0 $ 0 $ 0
Restructuring Charge - First Quarter 1,375 338 1,713
Cash Payments (427) (56) (483)
------ ------ -------
Accrual Balance, March 31, 2000 948 282 1,230
Restructuring Charge - Second Quarter 323 378 701
Cash Payments (751) (116) (867)
------ ------ -------
Accrual Balance, June 30, 2000 $ 520 $ 544 $ 1,064
====== ====== =======
9
<PAGE>
AETRIUM INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES. Net sales for the six months ended June 30, 2000 were $21.5
million, a 34% increase from the same period in 1999. Net sales for
the quarter ended June 30, 2000, were $10.9 million, an increase of
35% from the same period in 1999. Test handler sales increased
significantly, except for products directed at the memory segment of
the market, due to an overall improvement in industry conditions and
the introduction of new products. Test handler sales to the memory
segment of the market declined from the same period in 1999 due to
excess capacity at customer sites. Reliability test product sales
increased significantly from the same period a year ago due to
continued market acceptance of the Model 1164 test system. Sales of
the company's IC Automation and environmental test product lines
increased compared to the same period in 1999 due to an overall
improvement in industry conditions. The company did not generate any
sales of environmental test equipment in the three months ended June
30, 2000 because this product line was sold in the first quarter of
2000.
GROSS PROFIT. Gross profit was 46.0% of net sales for the six months
ended June 30, 2000, compared to 25.4% for the comparable period a
year ago. Gross profit includes special inventory write-down charges
of $450,000 for the six months ended June 30, 2000 and $2.5 million
for the six months ended June 30, 1999. The inventory charge of
$450,000 in the quarter ended June 30, 2000 is related to management's
decision, made in June 2000, to discontinue marketing and
manufacturing its oldest DRAM test handler, the model M3200. As a
result of this decision, all inventory related to production of the
M3200 was written down to its scrap value and is expected to be
disposed of before December 31, 2000. Excluding special inventory
charges, gross profit was 48.1% for the six months ended June 30, 2000
versus 40.9% for the six months ended June 30, 1999. Including the
inventory charges, gross profit was 46.3% of net sales for the quarter
ended June 30, 2000, compared to 10.6% for the same period in 1999.
Excluding the inventory charges, gross profit was 50.5% for the
quarter ended June 30, 2000 versus 41.8% for the same period a year
ago. Margins for all of the company's product lines increased for the
three months ended June 30, 2000 due to higher sales volumes and the
elimination of underutilized manufacturing capacity that resulted from
restructuring activity in the first quarter of 2000.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses for the six months ended June 30, 2000 were
$8.5 million compared to $8.6 million for the same period in 1999.
Selling, general and administrative expenses for the quarter ended
June 30, 2000 were $4.2 million, similar to the comparable period in
1999. Non-cash amortization expense related to intangible assets from
business acquisitions amounted to approximately $813,000 and $399,000
for the six months and three months ended June 30, 2000, respectively.
Certain general and administrative expenses decreased in the three
months ended June 30, 2000 from the same period in 1999 due to the
company's cost reduction measures implemented during the first quarter
of 2000. These expense reductions were offset by higher sales and
marketing expense that resulted from higher sales over the same period
in 1999.
10
<PAGE>
RESEARCH AND DEVELOPMENT. Research and development expenses were $4.4
million for the six months ended June 30, 2000 compared with $5.1
million for the comparable period in 1999, a 14% decrease. Research
and development expenses amounted to $1.9 million for the quarter
ended June 30, 2000 compared to $2.5 million for the comparable period
in 1999. As a percentage of net sales, research and development
expenses represented 17% of net sales for the quarter ended June 30,
2000 compared to 31% for the same period in 1999. The reduction is
primarily attributable to the company's restructuring activities in
the first quarter of 2000.
SPECIAL CHARGES. Special charges for the six months ended June 30,
2000 were $3.8 million compared to $352,000 for the same period in
1999. For the three months ended June 30, 2000 special charges were
$920,000 compared to $162,000 in the same period a year ago.
On June 29, 2000, the company announced that it is transferring
manufacturing and certain administrative functions performed at its
San Diego, CA operation to its North St. Paul, MN operation. As a
result of these activities, the company now plans to manufacture its
new DTX series of test handlers at North St. Paul rather than San
Diego. In the future, the San Diego operation will focus exclusively
on engineering and marketing activities. The San Diego operation will
move into a different facility with substantially less space, and the
company will sublease the space currently occupied by the San Diego
operation. The company decided to transfer these activities because
the North St. Paul facility is a more mature manufacturing facility
better positioned to handle a rapid production ramp-up for a new
series of test handlers.
Special charges related to the transfer of certain activities from San
Diego to North St. Paul include the following items: $323,000 for
severance and related benefits, $378,000 for facility exit costs and
$70,000 for the write-down of related assets to net realizable value.
The severance and associated benefits are related to the elimination
of 20 positions in operations, engineering, accounting and
administration. The affected employees were identified and notified of
the terminations and related severance benefits prior to June 30,
2000. The facility exit costs represent primarily a portion of
building rent and related expenses for unutilized space for six
months, the estimated period of time needed to sublease and vacate the
facility. Special charges for the quarter also include $149,000 of
costs incurred, consisting primarily of relocation expenses, related
to transferring certain development activities from the company's
Lawrence, MA facility to its North St. Paul facility. The Lawrence
facility was closed in the first quarter.
As a result of transferring certain activities from San Diego to North
St. Paul, the company will generate quarterly operating cost savings
of about $350,000. The savings consist of compensation and
building-related expenses. The company plans to hire additional
personnel at its North St. Paul facility to accommodate production of
the DTX series of test handlers. Consequently, these costs will offset
these savings to some extent in the future. The transfer of
manufacturing and certain administrative functions from San Diego to
North St. Paul is expected to be complete by approximately October
2000.
During the quarter ended March 31, 2000, the company restructured its
operations to improve manufacturing efficiencies and reduce operating
expenses. The restructuring was completed as follows:
11
<PAGE>
1) The company closed its Lawrence, Mass. facility. The Thermal
Forcing System product line and the development activities associated
with the company's proprietary conductive thermal technologies were
transferred to the company's North St. Paul facility. The company
sold certain assets associated with the Lawrence operation, including
its environmental test equipment product line. The environmental
product line accounted for less than 5% of the company's fiscal 1999
revenue of $37.2 million. Consideration received for these assets was
the assumption of certain future obligations related to the assets
and royalties on future sales. Lawrence operations ceased in late
March 2000 and the facility was vacated by the end of May 2000.
2) The company's two operations in Texas were consolidated.
Strategically significant manufacturing and development activities
being conducted at the Grand Prairie facility were transferred to the
company's Dallas facility where operations associated with its WEB
Technology product line are located. The transfer was completed in
mid-March 2000 and the Grand Prairie facility was closed in late
March 2000.
In conjunction with these activities, the company incurred special
charges of $2.9 million. These amounts included restructuring charges
of $1.7 million to cover severance and facility exit costs, and $1.2
million to cover losses incurred on the sale of assets and asset
write-downs.
As a result of the first quarter restructuring activities, the
company eliminated approximately $1.5 million of manufacturing
overhead and operating expenses per quarter being incurred at the
Lawrence and Grand Prairie facilities. The company reduced its
employee count from 310 on December 31, 1999 to approximately 235 on
March 31, 2000 as a result of these activities. Positions in
operations, engineering, sales and administration were eliminated to
accomplish these restructuring activities. However, certain employees
at the Lawrence and Grand Prairie facilities were transferred to the
company's No. St. Paul and Dallas operating locations to continue
development efforts on new products that had been initially developed
and were being worked on at these facilities when the restructuring
activities were initiated. Consequently, these costs offset to some
extent the savings realized at the closed facilities.
OTHER INCOME, NET. Other income, net, which consists primarily of
interest income from the investment of excess funds, amounted to
$250,000 for the six months ended June 30, 2000 compared to $276,000
for the same period in 1999. Other income, net amounted to $87,000
for the quarter ended June 30, 2000 compared with $131,000 for the
same period in 1999. The decrease reflects lower average cash
balances in the six month and three month periods ended June 30, 2000
compared with the same periods in 1999.
INCOME TAXES. The company recorded an income tax benefit of $2.3
million for the six months ended June 30, 2000 compared with income
tax benefit of $3.9 million for the comparable period in 1999. For
the three months ended June 30, 2000 the company recorded an income
tax benefit of $425,000 compared to an income tax benefit $2.3
million in the same period a year ago. As of June 30, 2000 the
company had $17.1 million of net deferred tax assets. The future
realization of these assets is dependent on a return to profitable
operations. Management continues to believe it is more likely than
not that these deferred tax assets will be realized in future
periods.
12
<PAGE>
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the company had cash and cash equivalents
amounting to $10.0 million. The company also has a $5.0 million line
of credit agreement with Harris Trust and Savings Bank in Chicago,
Illinois. Borrowings under this agreement are secured by receivables,
inventories and general intangibles. Borrowing is limited to a
percentage of eligible receivables and inventories. There were no
line of credit advances outstanding as of June 30, 2000 or December
31, 1999.
The company believes its current cash balances and borrowings
available under its credit facility will be sufficient to meet
capital expenditure and working capital needs for the foreseeable
future. The company may acquire other companies, product lines or
technologies that are complementary to the company's business, and
the company's working capital needs may change as a result of such
acquisitions.
BUSINESS RISKS AND UNCERTAINTIES
A number of risks and uncertainties exist which could impact the
company's future operating results. These uncertainties include, but
are not limited to, general economic conditions, competition, changes
in rates of capital spending by semiconductor manufacturers, the
company's success in developing new products and technologies, market
acceptance of new products, risks and unanticipated costs associated
with integrating acquired companies or product lines, and other
factors, including those set forth in the company's SEC filings,
including its current report on Form 10-K for the year ended December
31, 1999.
YEAR 2000 ISSUES:
Prior to January 1, 2000, the company's internal computer systems had
been upgraded and verified as necessary to ensure that they would
handle dates and process information accurately in the new millenium.
After the millenium change, we have not experienced any significant
problems as a result of year 2000 issues in our financial reporting,
resource planning, or other internal computing systems. We also have
not experienced any significant problems as a result of year 2000
issues with any of our vendors. In addition, none of our customers
have advised us of any year 2000 failures with any product or
software we installed. Nevertheless, if unanticipated or unremediated
year 2000 problems arise, these failures or problems could disrupt
our normal business activities and operations. If a year 2000 problem
occurs with a supplier or customer, we may have difficulty in
determining the cause of the problem. If any products or software
sold by us to our customers fails, we could be liable to our
customers for damages and costs to the extent that our vendors do not
cover these liabilities.
Due to the complexity and pervasiveness of the Year 2000 issue and,
in particular, the uncertainty regarding potential Year 2000 issues
that may arise with third parties, no assurances can be given that
there will not be material adverse effects on the business or its
results from operations.
13
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AETRIUM INCORPORATED
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None which the company believes will have a material adverse
impact on its financial condition or results of operations.
Item 2. Changes in Securities
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submissions of Matters to a Vote of Security Holders
On May 23, 2000 the company held its Annual Shareholder Meeting
at which the following matters were voted upon.
1. The shareholders elected the following individuals to
serve as members of the Board of Directors:
Votes for Votes Withheld
--------- --------------
Joseph C. Levesque 8,259,258 77,148
Darnell L. Boehm 8,255,344 81,062
Terrence W. Glarner 8,259,458 76,948
Andrew J. Greenshields 8,259,458 76,948
Douglas L. Hemer 8,255,806 80,600
Terrance J. Nagel 8,255,538 80,868
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exh 27 - Financial Data Schedule.
14
<PAGE>
(b) Reports on Form 8-K
On June 15, 2000 the company filed an amendment to its current
report on form 8 K/A, as initially filed on April 15, 1998 and
amended on June 15, 1998 and June 18, 1998. The amendment was
filed to expand the disclosure made in certain footnotes to the
financial statements of the equipment division of WEB
Technology, Inc. (the acquired business referred to in the
report) for the year ended December 31, 1997 and the three
months ended March 31, 1998.
15
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AETRIUM INCORPORATED
SIGNATURES
Pursuant to the requirements 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.
AETRIUM INCORPORATED
--------------------
(Registrant)
Date: August 9, 2000 By: /s/ Joseph C. Levesque
-------------------------------------
Joseph C. Levesque
Chairman of the Board, President, and
Chief Executive Officer
Date: August 9, 2000 By: /s/ Paul H. Laufer
-------------------------------------
Paul H. Laufer
Vice President of Finance and
Corporate Development
16
