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 15, 1999.
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AMERICAN ELECTROMEDICS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-9922 04-2608713
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
13 Columbia Drive, Suite 5, Amherst, New Hampshire 03031
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (603) 880-6300
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Not Applicable
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(Former Name or Former Address, if changed since last report)
ITEM 5. OTHER EVENTS.
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American Electromedics Corp. (the "Company") recently consummated several
agreements described below whereby it eliminated all outstanding shares of its
Series A Convertible Preferred Stock (the "Series A Preferred Stock") and Series
B Convertible Preferred Stock (the "Series B Preferred Stock").
Effective November 15, 1999, the Company closed an agreement (the
"Fukushima Agreement") with Jim Fukushima, a director and Vice Chairman of the
Company, whereby Mr. Fukushima purchased 800,000 shares of the Company's Common
Stock, par value $.10 per share (the "Common Stock"), a three-year warrant to
purchase up to 300,000 additional shares of the Common Stock at an exercise
price of $2.00 per share and a 5% ownership interest in Rosch GmbH
Medizintechnik ("Rosch"), the Company's German subsidiary, through a
sub-participation contract with Andy Rosch, the general manager of such
subsidiary, in exchange for a payment of $2,000,000. The proceeds were used
principally for the cash payments described in the following paragraphs. For
further information on the Fukushima Agreement, see Exhibit 10.1 hereto.
Effective November 17, 1999, pursuant to a Securities Exchange Agreement
(the "Exchange Agreement") with the holder (the "Series A Holder") of the
Company's outstanding 2,400 shares of Series A Preferred Stock, the Company made
a cash payment of $840,000, issued 2,228,312 shares of Common Stock and issued a
Promissory Note and Security Agreement (the "Secured Note") in the principal
amount of $1,050,000 in exchange for (i) the conversion of 1,350 shares of
Series A Preferred Stock and the accrued dividends on all outstanding Series A
Preferred Stock, (ii) the redemption of 700 shares of Series A Preferred Stock
and (iii) the exchange of 350 shares of Series A Preferred Stock for the Secured
Note. The Secured Note is non-interest bearing, due in full on the earlier to
occur of (i) five business days of the closing date of the initial public
offering in Germany of Rosch or (ii) April 30, 2000, secured by certain
intellectual property rights of the Company, and the principal amount may be
reduced to $700,000 if the average closing bid price of the Company's Common
Stock for the five trading days prior to maturity exceeds $3.00 per share. For
further information on the Exchange Agreement and the Secured Note, see
Exhibits 10.2 and 10.3 hereto.
Effective November 16, 1999, pursuant to an agreement (the "Preferred B
Agreement") with the holders of the Company's outstanding 1,170 shares of Series
B Preferred Stock, the Company redeemed all such shares, together with all
accrued and unpaid dividends, penalties and redemption premiums, for the payment
of $1,170,000 and the issuance of 369,000 shares of Common Stock. For further
information on the Preferred B Agreement, see Exhibit 10.4 hereto.
Also effective November 18, 1999, pursuant to an agreement (the "Concord
Agreement") with Concord Effekten AG ("Concord"), the Company sold 1,333,333
shares of Common Stock to Concord for a purchase price of $1,000,000. For
further information on the Concord Agreement, see Exhibits 10.5 and 99.2 hereto.
As a result of the above transactions, as of November 22, 1999, the Company
had no shares of its Preferred Stock outstanding and 14,561,600 shares of Common
Stock outstanding.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
10.1 Letter Agreement, dated October 21, 1999, between the Company and Jim
Fukushima.
10.2 Securities Exchange Agreement, dated November 17, 1999, between Jubilee
Investors LLC and the Company.
10.3 Promissory Note and Security Agreement, dated November 17, 1999, between
the Company and Jubilee Investors LLC.
10.4 Agreement, dated as of November 1, 1999, among the Company, Sovereign
Partners LP, Dominion Capital Fund LTD and Canadian Advantage L.P.
10.5 Letter Agreement, dated November 15, 1999, between the Company and Concord
Effekten AG.
99.1 Press Release, dated November 30, 1999.
99.2 Press Release, dated December 2, 1999.
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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.
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(Registrant)
By: /s/ Michael T. Pieniazek
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Michael T. Pieniazek,
President
December 2, 1999
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EXHIBIT INDEX
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EXHIBIT
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10.1 Letter Agreement, dated October 21, 1999 between the Company and Jim
Fukushima.
10.2 Securities Exchange Agreement, dated November 17, 1999, between
Jubilee Investors LLC and the Company.
10.3 Promissory Note and Security Agreement, dated November 17, 1999,
between the Company and Jubilee Investors LLC.
10.4 Agreement, dated as of November 1, 1999, among the Company, Sovereign
Partners LP, Dominion Capital Fund LTD and Canadian Advantage L.P.
10.5 Letter Agreement, dated November 15, 1999, between the Company and
Concord Effekten AG.
99.1 Press Release, dated November 30, 1999.
99.2 Press Release, dated December 2, 1999.
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