-----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, F02Zy1kftgu/nUFKuJJGniYStAhyvIWcyBYIdGmInwUl6KIalwnzjmTMliqOl62A Sf5CR9xSp5e2ydGLUAPBuA== 0000950120-99-000077.txt : 19990301 0000950120-99-000077.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950120-99-000077 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980505 ITEM INFORMATION: FILED AS OF DATE: 19990226 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-09922 FILM NUMBER: 99551727 BUSINESS ADDRESS: STREET 1: 13 COLUMBIA DR STE 5 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 8-K/A 1 AMENDMENT NO. 4 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (AMENDMENT NO. 4) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) - May 5, 1998 ----------- 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 of Identification No.) Incorporation) 13 Columbia Drive, Suite 5, Amherst, New Hampshire 03031 --------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (603) 880-6300 ------------- Not Applicable ----------------------------------------------------------------- (Former Name or Former Address, if changed since last report) The purpose of this Amendment is to replace the accountant's reports in Item 7(a)(i) and (ii). Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION ----------------------------------------------------- AND EXHIBITS ------------ On June 5, 1998, American Electromedics Corp., a Delaware corporation (the "Company") filed a Form 8-K to report the acquisition of Dynamic Dental Systems, Inc. ("Dynamic") and Equidyne Systems, Incorporated ("Equidyne"). The financial statements required to be filed under Item 7(a) and (b) of such Form 8-K were to be filed thereafter by amendment. Amendment No. 1 to the Form 8-K included the following: (1) financial statements of Dynamic, (ii) financial statements of Equidyne, (iii) financial statements of Rosch GmbH Medizintechnik ("Rosch GmbH"), (iv) the Company's pro forma financial statements reflecting the acquisition of Dynamic and Equidyne, and (v) the Company's pro forma financial statements reflecting the Rosch GmbH acquisition. This Amendment No. 4 amends only the reports of Johnny B. Martin, dated August 11, 1998, and Nation Smith Hermes Diamond, dated August 11, 1998, filed with item 7(a)(i) and (ii) to Amendment No. 1 to the Company's Form 8-K to report an event of May 5, 1998. Page ---- (a)(i) Financial Statements of Dynamic Dental Systems, Inc. Report of Johnny B. Martin, dated August 11, 1998 3 (a)(ii) Financial Statements of Equidyne Systems, Inc. (a development stage company) Report of Nation Smith Hermes Diamond, dated August 11, 1998 4 2 (a)(i) Financial Statements of Dynamic Dental Systems, Inc. [LETTERHEAD OF JOHNNY B. MARTIN, CERTIFIED PUBLIC ACCOUNTANT] INDEPENDENT AUDITOR'S REPORT To the Board of Directors Dynamic Dental Systems, Inc. Gainesville, Georgia I have audited the accompanying balance sheet of DYNAMIC DENTAL SYSTEMS, INC. as of December 31, 1997 and the related statements of income and retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DYNAMIC DENTAL SYSTEMS, INC. as of December 31, 1997 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Johnny B. Martin ----------------------------- Certified Public Accountant Gainesville, Georgia August 11, 1998 3 (a)(ii) Financial Statements of Equidyne Systems, Inc. (a development stage company) [LETTERHEAD OF NATION SMITH HERMES DIAMOND] INDEPENDENT AUDITOR'S REPORT To the Stockholders EQUIDYNE SYSTEMS, INC. (A development stage company) We have audited the accompanying balance sheets of EQUIDYNE SYSTEMS, INC. (a development stage company) as of December 31, 1997 and 1996, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and for the period from August 11, 1993 (inception) to December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EQUIDYNE SYSTEMS, INC. (a development stage company) as of December 31, 1997 and 1996, and the results of its operations and cash flows for the years then ended, and for the period from August 11, 1993 (inception) to December 31, 1997, in conformity with generally accepted accounting principles. San Diego, California August 11, 1998 /s/Nation Smith Hermes Diamond 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 hereunto duly authorized. American Electromedics Corp. ---------------------------- (Registrant) By: /s/Michael T. Pieniazek ----------------------- Michael T. Pieniazek President and Chief Financial Officer Dated: February 25, 1999 5 -----END PRIVACY-ENHANCED MESSAGE-----