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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996 Commission File No. 0-26206
NORLAND MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1387931
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
106 CORPORATE PARK DRIVE, SUITE 106, WHITE PLAINS, NY 10604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 694-2285
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.0005 PER SHARE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
The aggregate market value of the registrant's Common Stock, par value
$0.0005 per share, held by non-affiliates of the registrant as of March 21, 1997
was $23,555,584 based on the price of the last reported sale on the NASDAQ
National Market.
As of March 21, 1997 there were 7,148,531 shares of the registrant's
Common Stock, par value $0.0005 per share, outstanding.
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This Form 10-K/A Report amends the Form 10-K Report filed by the Registrant
with the Securities and Exchange Commission on March 31, 1997 (the "Original
Report"), as amended by Form 10-K/A filed on April 30, 1997. The purpose of
this amendment is to add Exhibit 27, the Financial Data Schedule, which was
inadvertently omitted from the Original Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(b) Exhibits. Item 14(b) is amended to add the following Exhibit:
Exhibit
Number Description
- ------- -----------
27 Financial Data Schedule
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of White Plains, New York, on the 5th day of May, 1997.
NORLAND MEDICAL SYSTEMS, INC.
By: /s/ Reynald G. Bonmati
-------------------------------
Name: Reynald G. Bonmati
Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Annual Report has been signed below by the following persons on
behalf of the Registrant, Norland Medical Systems, Inc., in the capacities and
on the dates indicated.
Capacity In
Signature Which Signed Date
--------- ------------ ----
/s/ Reynald G. Bonmati Chairman of the Board and May 5, 1997
------------------------ President (Principal Executive
Reynald G. Bonmati Officer); and Director
/s/ Kurt W. Streams Vice President, Finance May 5, 1997
------------------------ (Principal Financial Officer and
Kurt W. Streams Principal Accounting Officer)
* Director May 5, 1997
------------------------
James J. Baker
* Director May 5, 1997
------------------------
Michael W. Huber
* Director May 5, 1997
------------------------
Robert L. Piccioni
* Director May 5, 1997
------------------------
Albert S. Waxman
* By:/s/ Kurt W. Streams
---------------------------
Kurt W. Streams
Attorney-in-Fact
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the financial
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 8,133,468
<SECURITIES> 1,949,039
<RECEIVABLES> 10,779,477
<ALLOWANCES> 221,000
<INVENTORY> 1,851,713
<CURRENT-ASSETS> 22,893,284
<PP&E> 481,421
<DEPRECIATION> 75,046
<TOTAL-ASSETS> 30,243,378
<CURRENT-LIABILITIES> 3,722,513
<BONDS> 0
0
0
<COMMON> 3,452
<OTHER-SE> 26,517,413
<TOTAL-LIABILITY-AND-EQUITY> 30,243,378
<SALES> 24,648,928
<TOTAL-REVENUES> 25,309,977
<CGS> 16,248,469
<TOTAL-COSTS> 16,248,469
<OTHER-EXPENSES> 6,075,878
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,689,374
<INCOME-TAX> 1,498,000
<INCOME-CONTINUING> 2,191,374
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,191,374
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
</TABLE>
