-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2WDvuYXl20m6XWFatecUvxRJh31Ox536i9WnPqatTaZNKzum92etprGF8r/Nvwn p2DB98z5osygQYWfHmyOlA== 0000927016-98-000988.txt : 19980318 0000927016-98-000988.hdr.sgml : 19980318 ACCESSION NUMBER: 0000927016-98-000988 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19980317 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001017259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954090463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-21001 FILM NUMBER: 98566732 BUSINESS ADDRESS: STREET 1: 263 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 263 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q/A [X] Amendment No. 1 to the quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 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: 0-21001 Nitinol Medical Technologies, Inc. ---------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 95-4090463 ------------------------------ -------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 27 Wormwood Street, Boston, Massachusetts 02210 - ----------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) 617-737-0930 ------------ (Registrant's Telephone Number, Including Area Code) N/A --- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 ----- ----- As of October 31, 1997, there were 9,622,754 shares of Common Stock, $.001 par value per share, outstanding. NITINOL MEDICAL TECHNOLOGIES, INC. INDEX ----- Part II. Other Information ----------------- Item 2. Changes in Securities and Use of Proceeds 3 Signatures 5 -2- PART II OTHER INFORMATION Item 2 is hereby amended in its entirety to read as follows: Item 2. Changes in Securities and Use of Proceeds ----------------------------------------- (c) During the quarterly period ended September 30, 1997, the Company granted options to purchase 19,000 shares of Common Stock at a weighted average exercise price of $13.78 per share to employees pursuant to the Company's 1996 Stock Option Plan. None of such options has been exercised. The Company believes that the transactions described in this paragraph are exempt from the registration requirements of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof. No underwriters were engaged in connection with these grants. (d) The Company is furnishing the following information with respect to the use of proceeds from its initial public offering of common stock, $.001 par value per share, which closed on October 2, 1996: (1) The effective date of the Registration Statement on Form S-1 for the offering and the commission file number were September 27, 1996, and 333-6463, respectively. (2) The offering commenced on September 27, 1996. (3) Not applicable. (4) (i) The offering terminated on October 2, 1996 after all the shares were sold. (ii) The managing underwriters for the offering were J.P. Morgan, CS First Boston and Jeffries & Company, Inc. (iii) The Company registered shares of the Company's common stock, $.001 par value per share, in the offering. (iv) All of the 3,150,000 shares of common stock registered for the account of the Company were sold in the offering. The aggregate offering price of the shares registered and sold for the account of the Company was $34,650,000. (v) From September 27, 1996 to September 30, 1997, the actual expenses incurred are as follows: Underwriting discounts and commissions.... $2,425,500 Other Expenses............................ $ 846,866 ---------- Total $3,272,366 ========== -3- Payment of expenses were to persons other than directors, officers, general partners of the Company or their associates, persons owning 10% or more of the equity securities of the Company or affiliates of the Company or affiliates of the Company. (vi) The net offering proceeds to the Company after expenses were approximately $31,377,634. (vii) From September 27, 1996 to September 30, 1997, of the offering proceeds $4,250,000 was used to redeem Redeemable Preferred Stock, $255,000 was used to pay dividends on Redeemable Preferred Stock and $2,449,071 was used to purchase 23% of the outstanding stock of Image Technologies Corporation. The balance of the offering proceeds was invested in short-term investment grade interest bearing instruments. Payments of the offering proceeds were to persons other than directors, officers, general partners of the Company or their associates, persons owning 10% or more of the equity securities of the Company or affiliates of the Company. (viii) Not applicable. -4- 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 thereunto duly authorized. NITINOL MEDICAL TECHNOLOGIES, INC. Date: March 16, 1998 By: /s/ Thomas M. Tully ---------------------------------------- Thomas M. Tully President and Chief Executive Officer Date: March 16, 1998 By: /s/ Theodore I. Pincus ---------------------------------------- Theodore I. Pincus Executive Vice President and Chief Financial Officer -5- -----END PRIVACY-ENHANCED MESSAGE-----