UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 3, 2005
American Medical Alert Corp.
(Exact name of registrant as specified in its charter)
New York | 333-54992 | 11-2571221 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3265 Lawson Boulevard, Oceanside, New York | 11572 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (516) 536-5850
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 3, 2005, American Medical Alert Corp. (the "Company"), through its indirect wholly owned subsidiary, North Shore Answering Service, Inc. (the "Buyer"), completed the acquisition of the operating assets of WMR Associates, Inc., a telephone answering service company located in Port Jefferson, NY and doing business as North Shore Answering Service (the "Seller").
The closing of this transaction was initially reported by the Company in a Current Report on Form 8-K filed on October 4, 2005. This amendment is being filed to amend and restate Items 9.01(a) and 9.01(b) of such report in their entirety.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of Business Acquired. |
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| | The audited financial statements of WMR Associates, Inc. ("WMR") and the report of Margolin, Winer & Evens, LLP, the Company's independent auditor, relating to such audited financial statements, are attached hereto as Exhibit 99.2. |
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| (b) | Pro Forma Financial Information. |
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| | The unaudited pro forma financial statements of the Company are attached hereto Exhibit 99.3. The pro forma financial statements are not necessarily indicative of the results that would have actually been attained if the transaction had been in effect on the dates indicated or which may be attained in the future. Such statements should be read in conjunction with the historical financial statements of the Company and WMR. |
| | |
| (c) | Exhibits. |
| No. | | Description |
| | | |
| 10.1 | | Asset Purchase Agreement, dated September 28, 2005 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 4, 2005) |
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| 23.1 | | Consent of Independent Auditors |
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| 99.1 | | Press release announcing the purchase of the assets of WMR Associates, Inc. (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed on October 4, 2005) |
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| 99.2 | | Audited financial statements of WMR Associates, Inc. |
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| 99.3 | | Pro forma financial statements. |
SIGNATURE
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.
| | | |
| | AMERICAN MEDICAL ALERT CORP. |
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| Date: December 19, 2005 | By: | /s/ Richard Rallo |
| |
Name: Richard Rallo |
| | Title: Chief Financial Officer |
