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. 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 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