SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - November 7, 1996
AMERICAN ELECTROMEDICS CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-9922 04-2608713
-------------- ---------------- -----------------
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of Incorporation)
13 Columbia Drive, Suite 18, Amherst, New Hampshire 03031
---------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (603) 880 - 6300
N/A
----------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
Page 1 of 7 Pages
Exhibit Index on Page 2
ITEM 5. OTHER EVENTS.
On November 7, 1996, American Electromedics Corp. (the
"Registrant") amended its Certificate of Incorporation to provide for
a one-for-five reverse split (the "Reverse Split") of its outstanding
Common Stock (the "Common Stock"), $.10 par value. The Reverse Split
was effective on November 8, 1996. Upon the effective date, the post-
Reverse Split shares (the "New Shares") of Common Stock began trading
on the Nasdaq Bulletin Board under the symbol "AMER". The pre-split
shares (the "Old Shares") of Common Stock had been traded under the
symbol "AECO". The Reverse Split does not alter the number of
authorized shares of Common Stock, which remains at 20,000,000, and
does not alter the par value, which remains at $.10 per share.
The Registrant's Board of Directors, pursuant to
authorization of the stockholders obtained at the Annual Meeting of
Stockholders on October 8, 1996, determined that it would be in the
best interests of the Registrant and the stockholders to effect the
Reverse Split of the Registrant's Common Stock on the one-for five
basis.
All stock certificates representing Old Shares outstanding
on the effective date will be deemed to represent the appropriate
number of New Shares. No certificates or scrip representing
fractional share interests in the New Shares will be issued, and no
such fractional share interest will entitle the holder thereof to
vote, or to any rights as a stockholder of the Registrant. Any
fractional share interest will result in the adjustment of the number
of New Shares either upward or downward to the nearest whole Share.
Letters of Transmittal are being sent to record holders of the Common
Stock to assist them in exchanging their current stock certificates
for certificates for their New Shares.
All outstanding options and convertible securities for the
purchase of the Common Stock will, by their terms, be automatically
adjusted to reflect the Reverse Split. Except for those holders who
as a result of the Reverse Split would have owned fractional interests
(or options corresponding to fractional interests), the Reverse Split
will not affect any stockholder's proportionate equity interest in the
Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) 3.1. Certificate of Amendment to Certificate of
Incorporation, dated October 31, 1996,
SIGNATURES
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 hereunto duly authorized.
American Electromedics Corp.
----------------------------
(Registrant)
By: /s/ Noel A. Wren
--------------------------
Noel A. Wren,
President
November 8, 1996