AMENDMENT NO. 1
ON
FORM 10-KSB/A
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2000
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-8635
AMERICAN MEDICAL ALERT CORP.
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(Name of Small Business Issuer in Its Charter)
New York 11-2571221
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3265 Lawson Boulevard, Oceanside, New York 11572
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(Address of Principal Executive Offices) (Zip Code)
(516) 536-5850
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
----
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 per share
(Title of Class)
Check whether the 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
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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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 issuer's revenues for its most recent fiscal year: $10,750,727.
The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of April 23, 2001, was $9,157,147 computed by reference to
the closing price of such stock as reported on NASDAQ on that date.
Aggregate number of shares of Common Stock outstanding as of April 23,
2001: 6,415,241.
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The purpose of this Amendment No. 1 to the Annual Report of American Medical
Alert Corp., a New York corporation (the "Company"), on Form 10-KSB for the
fiscal year ended December 31, 2000 is to include Part III, Items 9, 10, 11, and
12 and thereby, eliminate the incorporation by reference of Part III to the
Company's definitive proxy statement.
Part III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The directors and executive officers of the Company, their ages and present
positions with the Company are as follows:
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
Howard M. Siegel 67 Chairman of the Board, President,
Chief Executive Officer and Director
Peter Breitstone 47 Director
Theodore Simon 65 Director
Frederic S. Siegel 31 Vice President - Sales and Marketing and
Director
James F. LaPolla 51 Director
Jack Rhian 46 Vice President and Chief Operating Officer
INFORMATION ABOUT DIRECTORS
The following is a brief summary of the background of each director:
HOWARD M. SIEGEL, 67, has been the Company's Chairman of the Board, President
and Chief Executive Officer and a director for more than the past five years.
Mr. Siegel also served as the Company's Chief Financial Officer prior to
September 1996.
PETER BREITSTONE, 47, has been a director of the Company since March 1994. He
has been the President of Breitstone & Co., Ltd., an insurance brokerage and
consulting firm located in Cedarhurst, New York, since December 1989. He is also
the President of Shinecock Insurance Ltd., a company providing reinsurance. He
has served in such capacity since December 1987. Mr. Breitstone has also been a
practicing attorney in New York for more than the past five years.
THEODORE SIMON, 65, has served as the Senior Vice President of Engineering of
Fire Burglary Instruments, a division of Pittway Corp., since 1990. Prior to
1990, Mr. Simon served as President of that company prior to its acquisition by
Pittway.
FREDERIC S. SIEGEL, 31, has been a director of the Company since September 1998
and has served as Vice President of Sales and Marketing for the Company since
July 1998. Mr. Siegel joined the Company in April 1994 and has held various
sales and marketing positions with the Company. From October 1991 to October
1994, Mr. Siegel served as a benefits consultant for J.N. Savasta Corp. Mr.
Siegel
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also serves as a director of Nursing Sister Homecare, a division of
Catholic Health Services of Long Island.
JAMES F. LAPOLLA, 51, has been a director of the Company since being appointed
in September 2000. Since 1982, Mr. LaPolla has been the President and Chief
Executive Officer of Home Health Management Services, Inc.
Information about non-Director Executive Officers
The following is a brief summary of the background of a non-director executive
officer of the Company:
JACK RHIAN, 46, joined the Company in January 2000 as Vice President and Chief
Operating Officer. From November 1994 until February 1999, he served as
Executive Vice President and Chief Operating Officer of Transcare New York,
Inc., a medical transportation company. From March 1988 through November 1994 he
served as Chief Operating Officer of Nationwide Nassau Ambulance Service.
Previously, Mr. Rhian held senior management positions in companies which
deliver health care services. Mr. Rhian holds a Masters degree in Public
Administration.
NON-DIRECTOR-SIGNIFICANT OFFICERS
JOHN LESHER, 46, became the Company's Vice President, Engineering in March 1991.
Prior thereto and from 1989, Mr. Lesher served as a senior engineer at the
Company's former Bristol, Pennsylvania facility. From May 1984 to November 1988,
Mr. Lesher served as the Operations and Manufacturing Director of Advanced
Graphic Systems, Inc. (a subsidiary of Automation and Printing International
Technology, Inc.), a company engaged in the sale and marketing of computerized
printing equipment. Mr. Lesher holds a Doctorate degree in Electrical
Engineering/Computer Engineering.
JOHN ROGERS, 54, joined the Company in 1984 as the Manager of the Emergency
Response, Installation and Service Center. He became the Company's Vice
President, Operations in July 1993. Additionally, he has been the Secretary of
the Company since July 1993. Prior to joining the Company he was employed at
Technical Liaison Corporation from 1969 through May 1984 as Installation &
Service Manager.
RICHARD RALLO, 36, joined the Company in February 2001 as Controller. From May
1997 to February 2001, Mr. Rallo served as the Chief Financial Officer of
Tradewell, Inc. From October 1994 to April 1997, Mr. Rallo served as the
Controller of Connoisseur Communications Partners L.P.
There is no family relationship between any of the directors, executive officers
or significant officers of the Company, with the exception of Howard M. Siegel
and Frederic S. Siegel. Howard M. Siegel is the father of Frederic S. Siegel.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock, to file initial reports of ownership and reports of
changes of ownership with the Securities and Exchange Commission and furnish
copies of those reports to the Company. Each of Messrs. Breitstone, LaPolla, H.
Siegel, and Simon failed to timely file an Annual Statement of Changes in
Beneficial Ownership of Securities on Form 5. Each of Messrs. Rhian and H.
Siegel failed to timely file a statement of Changes in Beneficial Ownership on
Form 4. Mr. LaPolla failed to timely file an Initial Statement of Beneficial
Ownership on Form 3.
ITEM 10. EXECUTIVE COMPENSATION
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The following table sets forth information concerning the annual and long-term
compensation of the Company's Chief Executive Officer and the three most highly
compensated executive officers who were serving at the end of the fiscal year
ended December 31, 2000, each of whose salary and bonus exceeded $100,000 for
the fiscal year ended December 31, 2000, for services rendered in all capacities
to the Company and its subsidiaries during the Company's 1998, 1999 and 2000
fiscal years. No other person earned compensation in excess of $100,000. The
listed individuals shall be hereinafter referred to as the "Named Executive
Officers."
Long-Term
Name and Annual Compensation Compensation
Principal ---------------------------- --------------
Position Year Salary Bonus Options(#)
- ---------------------------- ---- ------ ----- ----------
Howard M. Siegel 2000 $259,098(1) 0 181,500
Chairman of the 1999 $230,000 0 35,442
Board, President 1998 $215,000 0 19,183
and Chief Executive
Officer
Jack Rhian 2000 $109,979 0 100,000
Vice President and 1999 -- -- --
Chief Operating Officer 1998 -- -- --
John Lesher 2000 $100,001 0 8,175
Vice President- 1999 $100,000 $3,500 15,000
Engineering 1998 $105,000 0 7,825
Frederic S. Siegel 2000 $107,736 $108,000(2) 39,659
Vice President- 1998 $125,000 0 23,846
Sales and Marketing 1998 $83,481 0 32,799
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(1) Includes $30,000 accrued by the Company but not yet paid to Mr. H. Siegel.
(2) Includes commissions plus additional incentives of $93,000 accrued by the
Company but not yet paid to Mr. F. Siegel. The determination of Mr. F.
Siegel's entitlement to payment of such amount is under consideration for
approval by the Company's Compensation Committee.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted during the
Company's 2000 fiscal year to the Named Executive Officers. All such options
were granted under the Company's 2000 Stock Option Plan, 1997 Stock Option Plan
or 1991 Stock Option Plan, as amended.
Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
- ----------------- --------- ------------ --------- ----------
Howard M. Siegel 15,750 3.1% $2.20 01/04/05
160,000 31.7% $2.75 03/17/05
5,750 1.1% $2.475 07/03/05
Jack Rhian 100,000 19.8% $2.00 03/17/05
John Lesher 5,675 1.1% $2.00 01/04/05
2,500 0.5% $2.25 07/03/05
Frederic S. Siegel 18,125 3.6% $2.00 01/04/05
2,654 0.5% $2.25 07/03/05
18,880 3.7% $2.25 07/03/05
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
The following table sets forth certain information concerning the number of
shares of Common Stock acquired upon the exercise of stock options during the
year ended December 31, 2000 and the number and value at December 31, 2000 of
shares of Common Stock subject to unexercised options held by the Named
Executive Officers.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
Howard M. Siegel -- -- 256,051 / 0 0 / 0
Jack Rhian -- -- 0 / 100,000 0 / 0
John Lesher -- -- 80,764 / 0 0 / 0
Frederic S. Siegel -- -- 102,204 / 0 0 / 0
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COMPENSATION OF DIRECTORS
Pursuant to the Company's 1991, 1997 and 2000 Stock Option Plans, the Board has
the authority to grant options to directors in its discretion. The Board may
from time to time authorize the grant of stock options to directors in
connection with attendance at Board of Director meetings, at such times and in
amounts as determined by the Board in its sole discretion. The Board of
Directors generally grants 10,000 options to each director per calendar year for
participation in meetings of the Board. In addition, each director receives $750
for each meeting of the Board of Directors attended. No person receives any fees
in connection with attendance at meetings of committees of the Board of
Directors.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr. Howard M. Siegel
pursuant to which he is employed full-time as the Company's Chairman of the
Board, President and Chief Executive Officer. The agreement expires in December
2002 and provides for an annual base salary of $260,000 for the year 2000,
$290,000 for the year 2001 and $320,000 for the year 2002. As an inducement for
Mr. Siegel to enter into the employment agreement, Mr. Siegel received options
to purchase up to 160,000 shares of the Company's Common Stock, at an exercise
price of $2.75 per share. The term of exercise is five years from the date of
grant and all such options are immediately exercisable.
Mr. Siegel will receive additional compensation for any year that the Company's
pre-tax income, as defined in the employment agreement, exceeds $2,000,000. Mr.
Siegel will receive an amount equal to 8% of the Company's pre-tax income
between $2,000,000 and $3,000,000, 9% of the Company's pre-tax income between
$3,000,000 and $4,000,000 and 10% of the Company's pre-tax income in excess of
$4,000,000. Such additional compensation may be paid to Mr. Siegel, at his
option, in cash, Common Stock of the Company or a combination of both.
In the event of his death during the term of the employment agreement, Mr.
Siegel's estate or such other person as he shall designate shall be entitled to
receive his base salary for a period of one year from the date of his death. The
Company may terminate the employment agreement in the event that Mr. Siegel
should become disabled and be unable to perform his duties for a period of one
hundred eighty (180) consecutive days or an aggregate of more than one hundred
eighty (180) days in any 12 month period. In such event, Mr. Siegel shall be
entitled to receive his base salary and any additional compensation earned for
such fiscal year pro rated to the date of termination. In addition, in the event
there is a "change in control" and Mr. Siegel terminates his employment with the
Company within 180 days following such "change in control", Mr. Siegel will be
entitled to his base salary, the additional compensation described in the
preceding paragraph, any benefits or awards earned through his last day of
employment and a lump sum payment equal to 1.99 times his average annual total
compensation for the past 5 years.
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The Company entered into an employment agreement with Mr. Frederic S. Siegel
pursuant to which he is employed full-time as the Company's Vice President of
Marketing. The agreement expired in September 2000 and provided for an annual
base salary of $110,000. In addition, Mr. Siegel received as additional
compensation: a commission in the amount of 3% on all incremental sales above
105% of 1997 sales, compounded by an additional 5% annually; a commission in the
amount of .0375% on any increased net income above the base year 1997 so long as
the Company's pre-tax income increases on a year to year basis; stock options,
pursuant to the Company's 1991, 1997 or 2000 Stock Option Plans or other option
plans which may be adopted in the future, to purchase a number of shares of
Common Stock equal to 5% of the total compensation paid to him during each
semi-annual stock option grant period; and options to purchase a number of
shares of Common Stock equal to 2.5% of the incremental sales above 105% of 1997
sales, compounded by an additional 5% annually.
In the event of his death during the term of the employment agreement, Mr.
Siegel's estate or such other person as he designated would have been entitled
to receive his base salary for a period of one year from the date of his death.
The Company could have terminated the employment agreement in the event that Mr.
Siegel became disabled and was unable to perform his duties for a period of one
hundred eighty (180) consecutive days or an aggregate of more than one hundred
eighty (180) days in any 12 month period. In such event, Mr. Siegel would have
been entitled to receive his base salary and any additional compensation earned
for such fiscal year pro rated to the date of termination. In addition, in the
event there was a "change in control" and Mr. Siegel terminated his employment
with the Company within 180 days following such "change in control", Mr. Siegel
would have been entitled to his base salary, the additional compensation
described in the preceding paragraph, any benefits or awards earned through his
last day of employment and a lump sum payment equal to 1.99 times his average
annual total compensation for the past 5 years.
The Company has entered into an employment agreement with Mr. Jack Rhian
pursuant to which he is employed full-time as the Company's Vice President and
Chief Operating Officer. The agreement expires in January 2002 and provides for
an annual base salary of $125,000. In addition, Mr. Rhian received options to
purchase up to 100,000 shares of the Company's Common Stock at an exercise price
of $2.00 per share. The options will vest in installments over a period of three
years commencing on January 31, 2001. The term of the options will be 5 years
from the date of vesting of each installment. The Company may pay Mr. Rhian
additional compensation upon the achievement of certain goals and milestones to
be determined and approved by the Compensation Committee.
In the event that Mr. Rhian should become disabled and be unable to perform his
duties for a period of sixty (60) consecutive days or an aggregate of more than
ninety (90) days in any 12 month period, the Company may terminate the
employment agreement after the expiration of such period. In such event, Mr.
Rhian shall be entitled to receive his base salary and additional compensation
earned for such fiscal year, if any, pro rated to the date of termination.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the ownership of shares of the
Company's Common Stock, as of April 23, 2001, with respect to (a) holders known
to the Company to beneficially own more than five percent of the outstanding
Common Stock of the Company, (b) each director, (c) the executive officers named
in the Summary Compensation Table under the caption "Executive Compensation" and
(d) all directors and executive officers of the Company as a group. The Company
understands that, except as noted below, each beneficial owner has sole voting
and investment power with respect to all shares attributable to such owner.
Name and Address Amount and Nature of Percent of
Beneficial Owner(1) Beneficial Ownership Class(2)
- -------------------- -------------------- --------
Howard M. Siegel 1,292,693(3) 19.4%
Peter Breitstone 40,000(4) *
534 Willow Avenue
Cedarhurst, New York 11516
Theodore Simon 181,570(5) 2.8%
35 Melrose Road
Dix Hills, New York 11746
Frederic S. Siegel 202,004(6) 3.1%
James F. LaPolla 0 *
Home Health Management Services, Inc.
853 Broadway
New York, NY 10003
Jack Rhian 73,529(7) 1.1%
John Lesher 82,567(8) 1.3%
All directors and executive
officers as a group
(7 persons) 1,853,063(9) 26.7%
(1) Except as otherwise indicated, the address of each individual listed is
c/o the Company at 3265 Lawson Boulevard, Oceanside, New York 11572.
(2) Asterisk indicates less than 1%. Shares subject to options are
considered outstanding only for the purpose of computing the percentage
of outstanding Common Stock which would be owned by the optionee if the
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options were so exercised, but (except for the calculation of
beneficial ownership by all directors and executive officers as a
group) are not considered outstanding for the purpose of computing the
percentage of outstanding Common Stock owned by any other person.
(3) Includes 19,300 shares held by Mr. H. Siegel as custodian for his son.
Mr. H. Siegel disclaims beneficial ownership of such shares. Also
includes 252,926 shares subject to currently exercisable stock options.
(4) Includes 40,000 shares subject to currently exercisable stock options.
(5) Includes 50,801 shares held by Mr. Simon as custodian for three of his
children. Mr. Simon disclaims beneficial ownership of such shares. Also
includes 30,000 shares subject to currently exercisable stock options.
(6) Includes 19,300 shares held by Mr. Howard M. Siegel as custodian for
Frederic S. Siegel and 105,704 shares subject to currently exercisable
stock options.
(7) Includes 25,529 shares subject to currently exercisable stock options.
(8) Includes 82,567 shares subject to currently exercisable stock options.
(9) Includes options indicated in notes (3), (4), (5), (6), (7) and (8).
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Company's executive offices and primary Emergency Response Center are
located in a 5,600 square foot facility at 3265 Lawson Boulevard, Oceanside, New
York. On January 1, 1995, the Company entered into a five-year operating lease
with Howard M. Siegel, Chairman of the Board, Chief Executive Officer and
President of the Company. In February 1998 the lease for this space and the
adjoining 8,000 square foot parking lot was extended until September 30, 2007
(the "1995 Lease"). The 1995 Lease provides for a base annual rent of $74,600,
subject to a 5% annual increase plus reimbursements for real estate taxes and
other operating expenses. In October 1997, the Company entered into a separate
ten-year operating lease for an additional 2,200 square feet of office space
located in an adjacent building owned by Add on Properties, LLC, owned by Mr. H.
Siegel. The lease calls for an initial minimum annual rent of $36,000, subject
to a 5% annual increase plus reimbursement for real estate taxes. In November
1999, an Addendum to the lease was entered into for an additional 2,200 square
feet at an annual rent of $39,600 subject to the same terms and conditions
stated in the original lease.
The Company purchases all of its business insurance through Breitstone & Co.,
Ltd., an insurance brokerage and consulting firm which is owned by Mr. Peter
Breitstone, a director of the Company. The annual commission currently earned by
Breitstone & Co., Ltd. on such insurance is approximately $15,000. The Company
believes that the premiums paid to the various insurance carriers are
competitive and the commissions paid to Breitstone & Co., Ltd. are customary in
the insurance industry.
The Company entered into an employment agreement with Mr. Frederic S. Siegel
pursuant to which he is employed full-time as the Company's Vice President of
Marketing. In 2000, the Company paid Mr. F. Siegel a salary of $107,736 and
commissions plus additional incentives of $108,000 of which $93,000 has
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been accrued but not yet paid to Mr. F. Siegel. The determination of Mr. F.
Siegel's entitlement to payment of such amount is under consideration for
approval by the Company's Compensation Committee. Mr. F. Siegel is the son of
Mr. H. Siegel. See "Item 10 - Employment Agreements".
The Company employs Joy Siegel as Vice President of Provider Relations. In 2000,
the Company paid Ms. Siegel a salary of $80,000. Ms. Siegel is the daughter of
Mr. H. Siegel.
Mr. H. Siegel owed the Company $152,708 at December 31, 2000 for certain
advances made to him. Since that time Mr. H. Siegel has repaid $30,000 to the
Company and is finalizing with the Board a repayment schedule with respect to
the balance.
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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 report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 30th day of April,
2001.
AMERICAN MEDICAL ALERT CORP.
By: /s/ Howard M. Siegel
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Name: Howard M. Siegel
Title: Chairman of the Board
and President
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