-----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, OvEYpXGEmtAWMR9j4ZDD9GwzFc1Gdyp7spGbLFgdd1pqkbxpKpwPpXhgST8dFUnz r92fCAxzcOL2zJI6UtLy+g== 0000950120-97-000064.txt : 19970324 0000950120-97-000064.hdr.sgml : 19970324 ACCESSION NUMBER: 0000950120-97-000064 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970321 EFFECTIVENESS DATE: 19970321 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTROMEDICS CORP CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0727 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23741 FILM NUMBER: 97560488 BUSINESS ADDRESS: STREET 1: 13 COLUMBIA DR STE 18 CITY: AMHERST STATE: NH ZIP: 03031 BUSINESS PHONE: 6038806300 MAIL ADDRESS: STREET 1: 13 COLUMBIA DR STREET 2: STE 18 CITY: AMHERST STATE: NH ZIP: 03031 S-8 1 FORM S-8 OF AMERICAN ELECTROMEDICS CORP. As Filed With the Securities and Exchange Commission on March , 1997 Registration No. 333 -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Electromedics Corp. -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware -------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 04-2608713 -------------------------------------------------------------------------- (I.R.S. employer identification no.) 13 Columbia Drive, Suite 18 Amherst, New Hampshire 03031 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Stock Option Agreements 1987 Non-Qualified Stock Option Plan --------------------------------------------------------------------------- (Full title of the plans) Michael T. Pieniazek, Secretary 13 Columbia Drive, Suite 18 Amherst, New Hampshire 03031 -------------------------------------------------------------------------- (Name and address of agent for service) (603) 880-6300 -------------------------------------------------------------------------- Telephone number, including area code, of agent for service Copy to: Bruce A. Rich, Esq. Reid & Priest LLP 40 West 57th Street New York, NY 10019 (212) 603-6780 CALCULATION OF REGISTRATION FEE ========================================================================= PROPOSED TITLE PROPOSED PROPOSED OF MAXIMUM MAXIMUM SECURITIES TO OFFERING AGGREGATE AMOUNT OF BE AMOUNT TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE ------------------------------------------------------------------------ Common Stock, 66,400 $0.625 $41,500 $ $.10 par shares(3) value ------------------------------------------------------------------------ Common Stock, 30,000 $1.40625 $42,187.50 $ $.10 par value shares(4) ------------------------------------------------------------------------ Common Stock, 300,000 $3.00 $900,000 $ $.10 par value shares(5) ------------------------------------------------------------------------ TOTAL 396,400 - $983,687.50 $298.09 shares ========================================================================= (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated for the sole purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. (3) Represents shares issuable upon exercise of options granted under the 1987 Non-Qualified Stock Option Plan. (4) Represents shares issuable upon exercise of options granted under the Stock Option Agreement attached hereto as Exhibit 10.1. (5) Represents shares issuable upon exercise of options granted under the Stock Option Agreement attached hereto as Exhibit 10.2. AMERICAN ELECTROMEDICS CORP. STOCK OPTION AGREEMENTS 1987 NON-QUALIFIED STOCK OPTION PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by American Electromedics Corp. (the "Registrant"), with the Securities and Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents: (a) The Annual Report of the Registrant on Form 10-KSB for the fiscal year ended July 27, 1996 (Commission File No. 0-9922); (b) The Quarterly Reports of the Registrant on Form 10-QSB for the fiscal quarter ended October 26, 1996 and the fiscal quarter ended January 25, 1997 (Commission File No. 0-9922); (c) The Current Reports of the Registrant on Form 8-K filed on November 1, 1996 and November 12, 1996 (Commission File No. 0- 9922); (d) The Proxy Statement of the Registrant, dated January 12, 1988 (Commission File No. 0-9922); and (e) The description of the Common Stock, $.10 par value per share, of the Registrant contained in the Registration Statement on Form 8- A of the Registrant, filed with the Commission on September 3, 1981 (Commission File No. 0-9922). Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or replaces such statement. Any such statement shall not be deemed to constitute a part of this Registration Statement except as so modified or replaced. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VII, Section 7 of the By-laws of the Registrant provide in part that the Registrant shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"). Section 145 of the DGCL permits a corporation, among other things, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A corporation also may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such an action by or on behalf of a corporation, no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view or all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. In addition, the indemnification and advancement of expenses provided by or granted pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. ITEM 8. EXHIBITS. Exhibit No. Description ---------- ----------- 5* Opinion of Reid & Priest LLP 10.1* Stock Option Agreement, dated as of July 18, 1995, between the Registrant and Michael T. Pieniazek 10.2* Stock Option Agreement, dated as of February 5, 1997, between the Registrant and Thomas A. Slamecka 10.3 1987 Non-Qualified Stock Option Plan, incorporated by reference to the Proxy Statement of the Registrant, dated January 12, 1988 (Commission File No. 0-9922) 23.1* Consent of Ernst & Young LLP, independent public accountants for the Registrant 23.2* Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith, Batchelder & Rugg), independent public accountants for the Registrant 23.3* Consent of Reid & Priest LLP (included in Exhibit 5) 24* Power of Attorney (included on the signature page of this registration statement on Form S-8) __________________________ * Filed herewith. ITEM 9. UNDERTAKINGS. The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (b) To include any prospectus required by Section 10(a)(3) of the Securities Act; (c) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (d) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (b) and (c) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (e) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (f) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering; (g) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amherst, State of New Hampshire on the 17th day of March, 1997. AMERICAN ELECTROMEDICS CORP. By: /s/ Thomas A. Slamecka, Chairman ---------------------------------- Thomas A. Slamecka, Chairman POWER OF ATTORNEY Each director and/or officer of the Registrant whose signature appears below hereby appoints Thomas A. Slamecka or Michael T. Pieniazek as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments, to this Registration Statement. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Thomas A. Slamecka Chairman of the Board ------------------------ and Director March 17, 1997 Thomas A. Slamecka /s/ Michael T. Pieniazek Chief Financial Officer March 17, 1997 ------------------------ Michael T. Pieniazek /s/ Alan Gelband Director March 18, 1997 ------------------------ Alan Gelband /s/ Kenneth Levy Director March 18, 1997 ------------------------ Kenneth Levy ------------------------- Director March , 1997 Marcus R. Rowan /s/ Edwin J. Thomas Director March 19, 1997 ------------------------- Edwin J. Thomas /s/ Joseph Wear Director March 19, 1997 -------------------------- Joseph Wear /s/ Noel A. Wren Director March 18, 1997 -------------------------- Noel A. Wren INDEX TO EXHIBITS AMERICAN ELECTROMEDICS CORP. ----------------------------- Exhibit No. Description ------- ------------ 5 Opinion of Reid & Priest LLP 10.1 Stock Option Agreement, dated as of July 18, 1995, between the Registrant and Michael T. Pieniazek 10.2 Stock Option Agreement, dated as of February 5, 1997, between the Registrant and Thomas A. Slamecka 23.1 Consent of Ernst & Young LLP, independent public accountants for the Registrant 23.2 Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith, Batchelder & Rugg), independent public accountants for the Registrant 23.3 Consent of Reid & Priest LLP (included in Exhibit 5) 24 Power of Attorney (included on the signature page of this registration statement on Form S-8) EX-5 2 OPINION OF REID & PRIEST LLP REID & PRIEST LLP 40 WEST 57TH STREET NEW YORK, NEW YORK 10019-4097 TELEPHONE 212 603-2000 FAX 212 603-2001 (212) 603-6780 New York, New York March 17, 1997 American Electromedics Corp. 13 Columbia Drive, Suite 18 Amherst, NH 03031 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as counsel to American Electromedics Corp., a Delaware corporation (the "Registrant"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of 396,400 shares (the "Shares") of the Registrant's Common Stock, $.10 par value (the "Common Stock"), issuable upon the exercise of options (the "Options") granted under the Registrant's 1987 Non- Qualified Stock Option Plan (the "Plan") and certain Stock Option Agreements (the "Agreements"). For purposes of this opinion we have examined the Registration Statement, the Certificate of Incorporation, as amended, the By-Laws of the Registrant, the Plan, the Agreements and such documents, records, agreements, proceedings and legal matters as we have deemed necessary to examine. With respect to any documents or other corporate records which we have examined, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, and the conformity to the original documents submitted to us as certified or photostatic copies. American Electromedics -2- March 17, 1997 Corp. Based upon the foregoing and subject to the qualifications stated herein we are of the opinion that: 1. The Registrant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares included in the Registration Statement to be issued upon the exercise of the Options will be duly authorized, validly issued, fully paid and non-assessable when the Options shall have been properly exercised, and the exercise price shall have been paid for the Shares in accordance with the terms of the Plan or the Agreements. We are members of the Bar of the State of New York and do not hold ourselves out as experts concerning, or qualified to render opinions with respect to any laws other than the laws of the State of New York, the Federal laws of the United States and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Reid & Priest LLP REID & PRIEST LLP EX-10 3 EX 10.1 PIENIAZEK STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ---------------------- AGREEMENT, dated as of July 18, 1995 by and between AMERICAN ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and MICHAEL T. PIENIAZEK (the "Optionee"). W I T N E S S E T H - - - - - - - - - - WHEREAS, in connection with the employment of the Optionee as an executive officer of the Company, the Board of Directors of the Company (the "Board") and its Compensation Committee have authorized the grant of a stock option (the "Option") to the Optionee for the purchase of One Hundred Fifty Thousand (150,000) shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"); NOW, THEREFORE, in consideration of the premises, mutual covenants herein set forth and other good and valuable consideration, subject to the terms and conditions herein, the Company and the Optionee hereby agree as follows: 1. Grant of Option. Subject to the terms and conditions --------------- herein, the Company hereby grants to the Optionee the Option to purchase One Hundred Fifty Thousand (150,000) shares (the "Option Shares") of its Common Stock at an exercise price (the "Exercise Price") of $0.28125 per share, as may be adjusted from time to time as provided in this Agreement. 2. Exercise of the Option. ---------------------- 2.01 Vesting. Subject to adjustments as provided in Section 5 ------- herein, the Option shall be cumulatively exercisable and shall vest as follows: (a) on July 18, 1996 as to 75,000 of the Option Shares; (b) on January 18, 1997 as to an additional 37,500 of the Option Shares; and (c) on July 18, 1997 as to the remaining 37,500 of the Option Shares. 2.02 Payment. When exercising the Option in whole or in part, ------- the Optionee may, in his discretion, pay the Exercise Price in cash, in shares of the Company's Common Stock, by means of any other consideration acceptable to the Board or any combination of the foregoing. Any shares of the Company's Common Stock used to exercise the Option in whole or in part shall be valued at the fair market value of such shares (the "Fair Market Value") on the date of such exercise of the Option (the "Exercise Date"), and the Fair Market Value shall be determined by (i) the closing price per share of the Common Stock on the Exercise Date if the Common Stock is listed on any national securities exchange or on the Nasdaq System, (ii) the average of the bid and asked prices of the Common Stock on the Exercise Date as reported by the OTC Bulletin Board or any other entity publishing the bid and asked prices for the Common Stock on the Exercise Date if the Common Stock is not listed on any national securities exchange or Nasdaq System and is traded in the over-the-counter market or (iii) the price per share of Common Stock as determined by the Board if the Common Stock is not listed or traded on any national securities exchange, NASDAQ or the over-the-counter market. 2.03 Expiration. The Option shall expire on July 18, 1999 ---------- (the"Expiration Date") subject to earlier termination as provided herein. Should the employment of the Optionee by the Company be terminated by (i) the Company other than for cause, (ii) the Optionee other than without cause or (iii) death or disability of the Optionee, all Option Shares which have vested prior to such termination (the "Termination") shall be exercisable for a period of one (1) year from the date of the Termination (the "Termination Date"), but not beyond the Expiration Date. Should the employment of the Optionee be terminated other than as specified in the immediately preceding sentence, all Option Shares which have vested shall immediately expire as of the Termination Date and no longer be exercisable after the Termination Date. All unvested Option Shares shall terminate upon the Termination Date regardless of the reason for the Termination. 3. Rights of Holder. The Optionee shall not have any rights to ---------------- dividends or any other rights of a stockholder with respect to any Option Shares until such Option Shares shall have been issued to him (as evidenced by the appropriate entry on the transfer books of the Company) upon purchase of such Option Shares upon exercise of the Option. 4. Non-Transferability of Option. This Option shall not be ----------------------------- transferable other than by will or by the laws of descent and distribution, and may be exercised during the Optionee's lifetime only by him. 5. Adjustments. ----------- 5.01 Adjustments by the Company. In the event of a stock -------------------------- dividend, stock split-up, share combination, exchange of shares, recapitalization, merger, consolidation, acquisition or disposition of property or shares, reorganization, liquidation or other similar changes or transactions, by the Company during the term of the Option, the Board shall make such adjustment of the number and class of shares then covered by the Option, or of the Exercise Price, or both, whose determination shall be conclusive. To the extent practicable, the Company shall give the Optionee prior written notice of any such event, provided that the failure by the Company to give such notice shall not subject the Company to any liability herein. 5.02 Adjustments Due to Merger, Consolidation, Reorganization, --------------------------------------------------------- Asset Sale, Liquidation, etc. (a) If the Company shall be the surviving ----------------------------- corporation in any reorganization, merger, consolidation, etc. of the Company with one or more other corporations, any then outstanding Options shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to such Options would have been entitled immediately following such reorganization, merger, consolidation, etc. with a corresponding proportionate adjustment of the Exercise Price as to which such Option may be exercised so that the aggregate Exercise Price as to which such Options may be exercised shall be the same as the aggregate Exercise Price as to which such Options may be exercised for the shares remaining subject to the Option immediately prior to such reorganization, merger, consolidation, etc. (b) In the event of a merger or consolidation in which the Company is not the surviving corporation, or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company (collectively, a "Corporate Transaction"), the Board, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding Options: (i) provide that such Options shall be assumed or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that all unexercised Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice, or (iii) in the event of a Corporate Transaction under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Corporate Transaction (the "Transaction Price"), make or provide for a cash payment to the Optionee equal to the difference between (A) the Transaction Price times the number of shares of Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Transaction Price) and (B) the aggregate Exercise Price of all such outstanding Options in exchange for the termination of such Options. 6. Reservation of Shares. The Company shall at all times --------------------- during the term of the Option reserve and keep available such number of shares of Common Stock or such other class of stock then subject to the Option as shall be sufficient to satisfy the requirements of this Agreement. The Company shall list such shares of Common Stock on the national securities exchange or automated quotation system on which the Company's Common Stock is then listed. 7. Exercise Procedure. ------------------ 7.01 Procedure. (a) The Optionee may exercise the Option, at any --------- time or from time to time as provided herein, by delivering to the Company a written notice duly signed by the Optionee stating the number of Option Shares that the Optionee has elected to purchase and accompanied by payment in an amount equal to the full purchase price for the Option Shares to be purchased (the "Purchased Shares"). The notice may be in form of the "Exercise of Option to Purchase Shares" attached hereto. The payment shall be made pursuant to Section 2.02 hereof. (b) Following receipt by the Company of such notice of exercise and full payment, the Company shall issue, as soon as practicable, a stock certificate for the Purchased Shares in the name as designated by the Optionee and deliver the certificate to the Optionee. 7.02 Compliance. The Company, however, shall not be required to ---------- issue or deliver the stock certificate pursuant to Section 7.01(b) hereof until it has complied with all requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, any securities exchange or automated quotation system on which the Company's Common Stock may then be listed, and all applicable state laws in connection with the issuance of the Option Shares or their listing on said securities exchange or system, including receiving representations by the Optionee as reasonably required to ensure compliance with the foregoing laws. 7.03 Legend. If the Purchased Shares are not then covered by a ------ registration statement in accordance with Section 8 hereof, each certificate for the Purchased Shares shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." 8. Registration Statement. Upon the written request of the ---------------------- Optionee, the Company shall use its best efforts to prepare and file with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") on Form S-8 or any successor form under the Securities Act, assuming continued eligibility by the Company to use such Form, for the purpose of registering for purchase and sale of the Option Shares. The Company shall bear the costs of preparing and filing the Registration Statement (other than any selling costs of the Optionee) and may include in such Registration Statement other shares of its Common Stock underlying options or awards granted to other persons. Notwithstanding the provisions of this Section 8, the Company shall not be obligated to file a registration statement hereunder if (i) the Purchased Shares may then be sold pursuant to Rule 144 under the Securities Act or (ii) the Company is not able to use a Form S-8. 9. Notices. Each notice relating to this Agreement shall be in ------- writing and delivered in person or by facsimile or certified mail to the following addresses: If to the Company American Electromedics Corp. 13 Columbia Drive Amherst, New Hampshire 03031 Attn: Chairman Fax: (603) 880-8977 If to the Optionee: Michael T. Pieniazek 38 Westview Road Worcester, Massachusetts 01602 or to such other address as either party hereto may hereinafter duly give to the other. 10. Binding. This Agreement shall be binding upon and inure to ------- the benefit of the parties hereto, and their successors, assigns, heirs and administrators. 11. Entire Agreement. This Agreement constitutes the entire ---------------- agreement between the parties hereto with respect to the matters herein, and cannot be amended, modified or terminated except by an agreement in writing executed by the parties hereto. 12. Governing Law. This Agreement shall be construed in ------------- accordance with and governed by the laws of the State of Delaware without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. AMERICAN ELECTROMEDICS CORP. By: /s/ Noel Wren ------------------------------------------ Noel Wren, President /s/ Michael T. Pieniazek ------------------------------------------ Michael T. Pieniazek Exercise of Option to Purchase Shares ------------------------------------- To: AMERICAN ELECTROMEDICS CORP. The undersigned hereby exercises the option for the purchase of shares (the "Shares") of the Common Stock (the "Common Stock") of ------ American Electromedics Corp. (the "Company") granted under a Stock Option Agreement, dated as of , 1995, and herewith makes payment of -------------- the purchase price by the delivery of $ or shares of the ------ ------------ Common Stock. In the event the Shares are not registered under the Securities Act of 1933, as amended, the undersigned shall provide such representations as may be required by the Company to fulfill any exemptions that may be sought under said Act. Kindly issue the certificate for the Shares in accordance with the instructions given below: --------------------------------------------- Signature Instructions for issuance of stock: ------------------------------------- Name ------------------------------------- Address ------------------------------------- ------------------------------------ Social Security Number EX-10 4 EX 10.2 SLAMECKA STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ---------------------- AGREEMENT, dated as of February 5, 1997 by and between AMERICAN ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and THOMAS A. SLAMECKA (the "Optionee"). W I T N E S S E T H - - - - - - - - - - WHEREAS, pursuant to an Employment Agreement, dated as of the date hereof (the "Employment Agreement), between the Optionee and the Company, the Company agreed to grant a stock option (the "Option") to the Optionee for the purchase of Three Hundred Thousand (300,000) shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"); and WHEREAS, the Board of Directors of the Company and its Compensation Committee have authorized the grant of the Option to the Optionee; NOW, THEREFORE, in consideration of the premises, mutual covenants herein set forth and other good and valuable consideration, subject to the terms and conditions herein, the Company and the Optionee hereby agree as follows: 1. Grant of Option. Subject to the terms and conditions ---------------- herein, the Company hereby grants to the Optionee an option (the "Option") to purchase Three Hundred Thousand (300,000) shares (the "Option Shares") of its Common Stock at an exercise price (the "Exercise Price") of $3.00 per share, as may be adjusted from time to time as provided in this Agreement. 2. Exercise of the Option. ---------------------- 2.01 Subject to adjustments as provided in Section 5 herein, the Option shall be cumulatively exercisable: (a) immediately as to 30,000 of the Option Shares; and (b) as to the balance of the Option Shares, 7,500 of the Option Shares shall vest on the first day of each month after the date hereof, commencing on March 1, 1997, so that all of the Option Shares shall be exercisable on February 1, 2000. 2.02 Should the Employment Agreement be terminated either (i) prior to February 28, 2000 by its terms, (ii) by the Company other than for cause, as defined therein, or (iii) by the Optionee, all Option Shares which have vested prior to such termination shall be exercisable for a period of ninety (90) days from the date of such termination of the Employment Agreement, but not beyond the Expiration Date in Section 2.03 hereof. Should the Employment Agreement be terminated by the Company for cause, as defined therein, all Option Shares which have vested shall immediately expire as of such termination date, and no longer be exercisable after the date of such termination of the Employment Agreement. All unvested Option Shares shall terminate upon such termination of the Employment Agreement regardless of the reason for such termination. 2.03 The Option shall expire on January 31, 2002 (the "Expiration Date") subject to earlier termination as provided herein. 3. Rights of Holder. The Optionee shall not have any rights to ---------------- dividends or any other rights of a stockholder with respect to any Option Shares until such Shares shall have been issued to him (as evidenced by the appropriate entry on the transfer books of the Company) upon purchase of such Shares upon exercise of the Option. Furthermore, nothing contained in this Agreement shall confer upon the Optionee any right to be continued in the employ of the Company or its subsidiaries beyond what is called for in the Employment Agreement or shall prevent the Company from terminating his employment in accordance with the Employment Agreement. 4. Non-Transferability of Option. This Option shall not be ----------------------------- transferable other than by will or by the laws of descent and distribution, and may be exercised during the Optionee's lifetime only by him. 5. Adjustments. ----------- 5.01 Adjustments by the Company. In the event of a stock -------------------------- dividend, stock split-up, share combination, exchange of shares, recapitalization, merger, consolidation, acquisition or disposition of property or shares, reorganization, liquidation or other similar changes or transactions, by the Company during the term of the Option, the Board of Directors of the Company shall make such adjustment of the number and class of shares then covered by the Option, or of the Exercise Price, or both, whose determination shall be conclusive. To the extent practicable, the Company shall give the Optionee prior notice of any such event, provided that the failure by the Company to give such notice shall not subject the Company to any liability herein. 5.02 Adjustments Due to Merger, Consolidation, Reorganization, --------------------------------------------------------- Asset Sale, Liquidation, etc. (a) If the Company shall be the surviving ------------------------------ corporation in any reorganization, merger, consolidation, etc. of the Company with one or more other corporations, any then outstanding Option shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to such Option would have been entitled immediately following such reorganization, merger, consolidation, etc. with a corresponding proportionate adjustment of the Exercise Price as to which such Option may be exercised so that the aggregate Exercise Price as to which such Option may be exercised shall be the same as the aggregate Exercise Price as to which such Option may be exercised for the shares remaining subject to the Option immediately prior to such reorganization, merger, consolidation, etc. (b) In the event of a merger or consolidation in which the Company is not the surviving corporation, or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company (collectively, a "Corporate Transaction"), the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding Options: (i) provide that such Options shall be assumed or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that all unexercised Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice, or (iii) in the event of a Corporate Transaction under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Corporate Transaction (the "Transaction Price"), make or provide for a cash payment to the Optionee equal to the difference between (A) the Transaction Price times the number of shares of Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Transaction Price) and (B) the aggregate Exercise Price of all such outstanding Options in exchange for the termination of such Options. 6. Reservation of Shares. The Company shall at all times --------------------- during the term of the Option reserve and keep available such number of shares of Common Stock or such other class of stock then subject to the Option as shall be sufficient to satisfy the requirements of this Agreement. The Company shall list such shares of Common Stock on the national securities exchange or automated quotation system on which the Company's Common Stock is then listed. 7. Exercise Procedure. ------------------ 7.01 Procedure. (a) The Optionee may exercise the Option, at any --------- time or from time to time as provided herein, by delivering to the Company a written notice duly signed by the Optionee stating the number of Option Shares that the Optionee has elected to purchase and accompanied by payment in an amount equal to the full purchase price for the Option Shares to be purchased (the "Purchased Shares"). The notice may be in form of the "Exercise of Option to Purchase Shares" attached hereto. The payment may either be in cash or by check. (b) Following receipt by the Company of such notice of exercise and full payment, the Company shall issue, as soon as practicable, a stock certificate for the Purchased Shares in the name as designated by the Optionee and deliver the certificate to the Optionee. 7.02 Compliance. The Company, however, shall not be required to ---------- issue or deliver the stock certificate pursuant to Section 7.01(b) hereof until it has complied with all requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, any securities exchange or automated quotation system on which the Company's Common Stock may then be listed, and all applicable state laws in connection with the issuance of the Option Shares or their listing on said securities exchange or system, including receiving representations by the Optionee as reasonably required to ensure compliance with the foregoing laws. 7.03 Legend. If the Purchased Shares are not then covered by a ------ registration statement in accordance with Section 8 hereof, each certificate for the Purchased Shares shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." 8. Registration Statement. Upon the written request of the ---------------------- Optionee, the Company shall use its best efforts to prepare and file with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") on Form S-8 or any successor form under the Securities Act, assuming continued eligibility by the Company to use such Form, for the purpose of registering for purchase and sale of the Option Shares. The Company shall bear the costs of preparing and filing the Registration Statement (other than any selling costs of the Optionee) and may include in such Registration Statement other shares of its Common Stock underlying options or awards granted to other persons. Notwithstanding the provisions of this Section 8, the Company shall not be obligated to file a registration statement hereunder if (i) the Purchased Shares may then be sold pursuant to Rule 144 under the Securities Act or (ii) the Company is not able to use a Form S-8. 9. Notices. Each notice relating to this Agreement shall be in ------- writing and delivered in person or by facsimile or certified mail to the following addresses: If to the Company American Electromedics Corp. 13 Columbia Drive Amherst, New Hampshire 03031 Attn: Noel Wren, President Fax: (603) 880-8977 If the Optionee: Thomas A. Slamecka 3055 Mossy Pointe Duluth, Georgia 30155 Fax: (770) 613-9963 or to such other address as either party hereto may hereinafter duly give to the other. 10. Binding. This Agreement shall be binding upon and inure to ------- the benefit of the parties hereto, and their successors, assigns, heirs and administrators. 11. Entire Agreement. This Agreement constitutes the entire ---------------- agreement between the parties hereto with respect to the matters herein, and cannot be amended, modified or terminated except by an agreement in writing executed by the parties hereto. 12. Governing Law. This Agreement shall be construed in ------------- accordance with and governed by the laws of the State of Delaware without regard to the conflicts of law principles thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. AMERICAN ELECTROMEDICS CORP. By: /s/ Michael T. Pieniazek ------------------------------------------ Michael T. Pieniazek, Chief Financial Officer /s/ Thomas A. Slamecka ------------------------------------------ Thomas A. Slamecka Exercise of Option To Purchase Shares ------------------ To: AMERICAN ELECTROMEDICS CORP. The undersigned hereby exercises the within Option for the purchase of shares (the "Shares") of American Electromedics Corp. ------ Common Stock granted under a Stock Option Agreement, dated as of , 1997, and herewith makes payment of the purchase price by -------------- the delivery of $ . In the event the Shares are not registered under ------ the Securities Act of 1933, as amended, the undersigned shall provide such representations as may be required by the Company to fulfill any exemptions that may be sought under said Act. Kindly issue the certificate for the Shares in accordance with the instructions given below: --------------------------------------------- Signature Instructions for issuance of stock: -------------------------------- Name -------------------------------- -------------------------------- Address ------------------------------- Social Security Number EX-23 5 EX 23.1 CONSENT OF ERNST & YOUNG Exhibit No. 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1987 Non-Qualified Stock Option Plan of our report dated October 7, 1996, with respect to the financial statements of American Electromedics Corp. included in its Annual Report (Form 10-KSB) for the fiscal year ended July 27, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Manchester, New Hampshire March 18, 1997 EX-23 6 EX 23.2 CONSENT OF BERRY, DUNN, MCNEIL & PARKER BERRY, DUNN, McNEIL & PARKER Certified Public Accountants Management Consultants ----------------------------------------------------------------- 900 Elm Street/Manchester, New Hampshire 03101-2007/(603)669- 7337/FAX (603)666-4755 1 Harbour Place/Portsmouth, New Hampshire 03801/(603)431-8092/FAX (603)431-0795 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of American Electromedics Corp. (the "Company") of our report dated September 28, 1994, on the consolidated financial statements of the Company included in its Annual Report (Form 10-KSB) for the year ended July 30, 1994, filed with the Securities and Exchange Commission. /s/ Berry, Dunn, McNeil & Parker Berry, Dunn, McNeil & Parker Manchester, New Hampshire March 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----