U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB A1 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 1997 Commission File Number 0-9407 REHABILICARE INC. Minnesota 41-0985318 State of Incorporation IRS Employer Identification No. 1811 Old Highway Eight New Brighton, Minnesota 55112-3493 (612) 631-0590 Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.10 par value per share Check whether issuer (1) 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 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___ Check if disclosure of delinquent filers in response to Item 405 of Regulations S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ] The Company's revenues for the Fiscal Year Ended June 30, 1997 totaled $10,991,105. The aggregate market value of voting stock held by non-affiliates of registrant as of September 16, 1997 was approximately $16,667,000 (based upon the last sale price of such stock on such date as reported by the NASDAQ National Market System). The number of shares of the Company's $.10 par value common stock outstanding as of September 16, 1997 was 4,870,002. Transitional Small Business Disclosure Format (Check One): Yes___ No_X_ Report of Independent Accountants --------------------------------- August 8, 1997 To the Board of Directors and Shareholders of Rehabilicare, Inc. In our opinion, the accompanying balance sheet and the related statements of operations, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Rehabilicare, Inc. at June 30, 1997 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To Rehabilicare Inc.: We have audited the accompanying balance sheet of Rehabilicare Inc. (a Minnesota corporation) as of June 30, 1996, and the related statements of operations, changes in stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rehabilicare Inc. as of June 30, 1996, and the results of their operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Minneapolis, Minnesota, August 9, 1996 SIGNATURE In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to it Form 10-KSB for the fiscal year ended June 30, 1997 to be signed on its behalf by the undersigned, hereunto duly authorized. REHABILICARE INC. Dated: September 30, 1997 By: /s/W. Glen Winchell ------------------------------------- W. Glen Winchell Vice President of Finance