FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _________________ Commission File Number 0-19266 _______________________________ ALLIED HEALTHCARE PRODUCTS, INC. [EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER] DELAWARE 25-1370721 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 1720 SUBLETTE AVENUE ST. LOUIS, MISSOURI 63110 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 771-2400 ____________________________ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange Title of each class on which registered ------------------- ------------------- None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock Preferred Stock Preferred Stock Purchase Rights (Title of class) _______________________ 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. As of September 18, 1998, the aggregate market value of the voting stock held by non-affiliates (4,565,441 shares) of the Registrant was $11,698,942 (based on the closing price, on such date, of $2.5625 per share). As of September 18, 1998, there were 7,806,682 shares of common stock, $0.01 par value (the "Common Stock"), outstanding. DOCUMENTS INCORPORATED BY REFERENCE Proxy Statement dated October 9, 1998 (portion) (Part III) 3. EXHIBITS The exhibits listed on the accompanying Index to Exhibits are filed as part of this Report. 4. REPORTS ON FORM 8-K Form 8-K dated as of October 7, 1997 (announcing that the Company had entered into a definitive agreement with Thermo-Electron Corporation regarding the sale of substantially all of the assets of the Company's ventilation products division). Form 8-K dated as of October 31, 1997 (reporting the disposition of substantially all of the assets of the Company's ventilation products division). 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. ALLIED HEALTHCARE PRODUCTS, INC. By: /s/ Uma Nandan Aggarwal ----------------------------------------- Uma Nandan Aggarwal President and Chief Executive Officer Dated : September 29, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on September 29, 1998. SIGNATURES TITLE * - -------------------- Dennis W. Sheehan Chairman of the Board /s/ Uma N. Aggarwal - -------------------- Uma N. Aggarwal President, Chief Executive Officer and Director (principal Executive Officer) * - -------------------- David A. Gee Director * - -------------------- Robert E. Lefton Director * - -------------------- William A. Peck Director * - -------------------- John D. Weil Director * - -------------------- James B. Hickey, Jr. Director * By: /s/ Uma Nandan Aggarwal -------------------------- Uma Nandan Aggarwal Attorney-in-Fact * Such signature has been affixed pursuant to the following Power of Attorney. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Uma N. Aggarwal as his true and lawful attorney-in fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign the 1998 Annual Report on Form 10-K of Allied Healthcare Products, Inc., and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite as fully to all intents and purposes as he might or could do in person, and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ------- ----------------------------------------------------------------------- 27 Financial Data Schedule