-----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, WGhnqv9AsQdAeukBQ4n7MSaxu+n06BTqCoXBscAOsgsXYSCFZL5Pt8pHzCnkK3CL p0wodZSzDo1vJm7mR7bVfQ== 0000950120-99-000484.txt : 19991229 0000950120-99-000484.hdr.sgml : 19991229 ACCESSION NUMBER: 0000950120-99-000484 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991228 EFFECTIVENESS DATE: 19991228 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: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-93723 FILM NUMBER: 99781961 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 S-8 1 FORM S-8 - -------------------------------------------------------------------------------- As Filed With the Securities and Exchange Commission on December 28, 1999 Registration No.: - -------------------------------------------------------------------------------- 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 5, AMHERST, NEW HAMPSHIRE 03031 - -------------------------------------------------------------------------------- (Address of principal executive offices) VARIOUS STOCK OPTION AGREEMENTS - -------------------------------------------------------------------------------- (Full title of the plans) MICHAEL T. PIENIAZEK PRESIDENT AND CHIEF FINANCIAL OFFICER 13 COLUMBIA DRIVE, SUITE 5 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. THELEN REID & PRIEST LLP 40 West 57th Street New York, New York 10019
CALCULATION OF REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, Par Value $.10 2,665,619 shares $1.56 $4,158,365.64 $1,097.81 - ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) The number of shares stated is the aggregate number of shares of Common Stock to be issued upon the exercise of options granted under the form of Stock Option Agreements filed as exhibits hereto. (2) Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the total registration fee. Such computation is based on the weighted average exercise price of $1.56 per share covering outstanding options under the Stock Option Agreements. AMERICAN ELECTROMEDICS CORP. PART I ITEM 1. PLAN INFORMATION. Not Applicable. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION. Not Applicable. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. 1. The following documents, which have been filed by the Company with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 1999 (Commission File No. 0-9922); (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended October 31, 1999 (Commission File No. 0-9922); (c) The Company's Current Report on Form 8-K dated December 2, 1999 (Commission File No. 0-9922); (d) The Company's Notice of Annual Meeting of Stockholders and Proxy Statement for its Annual Meeting of Stockholders, dated December 2, 1999, filed pursuant to Section 14 of the Exchange Act (Commission File No. 0-9922); and (e) The description of the Company's Common Stock contained in the Company's Post-Effective Amendment No. 1 to its Registration Statement on Form SB-2 filed with the Commission on December 22, 1999 (Commission File No. 333-58937). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 respective dates of the filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of the 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 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Stock offered hereby will be passed upon for the Company by Thelen Reid & Priest LLP, the Company's Counsel. ITEM 6. INDEMNIFICATION OF DIRECTORS Article VII, Section 7 of the By-Laws of the Company provide in part that the Company shall indemnify its directors, officers, employees and agents 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 attorneys' 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 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. 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 of 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 bylaw, 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 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 4.3.1* Form of Stock Option Agreement 4.3.2* Form of Stock Option Agreement 4.3.3* Schedule of Options Granted under Stock Option Agreements II-2 5* Opinion of Thelen Reid & Priest LLP. 23.1* Consent of Ernst & Young LLP 23.3 Consent of Thelen Reid & Priest LLP (included in Exhibit 5). 24 Power of Attorney(included on page II-5) * Filed herewith. ITEM 9. UNDERTAKINGS. The Company 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 Company 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 Company'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 II-3 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid a director, officer or controlling person of the Company 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 Company 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. II-4 SIGNATURES THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Company 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 Amherst, New Hampshire, on the 28th day of December, 1999. AMERICAN ELECTROMEDICS CORP. By: /s/ Thomas A. Slamecka ------------------------------- Thomas A. Slamecka Chairman of the Board (Principal Executive Officer) POWER OF ATTORNEY Each director and/or officer of the Company whose signature appears below hereby appoints 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 December 28, 1999 - ---------------------------- Thomas A. Slamecka /s/ Michael T. Pieniazek Director and Chief December 28, 1999 - ---------------------------- Financial Officer Michael T. Pieniazek /s/ Jim Fukushima Director December 28, 1999 - ---------------------------- Jim Fukushima /s/ Blake C. Davenport Director December 28, 1999 - ---------------------------- Blake C. Davenport /s/ Andy Rosch Director December 28, 1999 - ---------------------------- Andy Rosch /s/ Marcus R. Rowan Director December 28, 1999 - ---------------------------- Marcus R. Rowan II-5 INDEX TO EXHIBITS AMERICAN ELECTROMEDICS CORP. ---------------------------- - ----------------------------------------------------------------------------- Sequentially Exhibit Numbered No. Description Page ----- ----------- ---------- - ----------------------------------------------------------------------------- 4.3.1 Form of Stock Option Agreement III-2 - ----------------------------------------------------------------------------- 4.3.2 Form of Stock Option Agreement III-10 - ----------------------------------------------------------------------------- 4.3.3 Schedule of Options Granted under Stock Option Agreements III-17 - ----------------------------------------------------------------------------- 5 Opinion of Thelen Reid & Priest LLP III-18 - ----------------------------------------------------------------------------- 23.1 Consent of Ernst & Young LLP III-20 - ----------------------------------------------------------------------------- EX-99 2 EXHIBIT 4.3.1 EXHIBIT 4.3.1 STOCK OPTION AGREEMENT AGREEMENT, dated as of by and between AMERICAN --------------- ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and (the "Optionee"). - ---------------- W I T N E S S E T H - - - - - - - - - - WHEREAS the Company agreed to grant a stock option (the "Option") to the Optionee for the purchase of shares of the ----------------- ----------- Company's Common Stock, par value $.10 per share (the "Common Stock"); and WHEREAS, the Board of Directors of the Company has 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 shares (the "Option Shares") of its Common Stock - --------------------- --------- at an exercise price (the "Exercise Price") of $ 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: . ------------------- 2.02. Should the employment be terminated either (i) prior to by the terms of an employment agreement between the Company and - -------------- the optionee, if any, (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, but not beyond the Expiration Date in Section 2.03 hereof. Should the employment 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. All unvested Option Shares shall terminate upon such termination of the employment regardless of the reason for such termination. 2.03. The Option shall expire on (the "Expiration ------------ Date") subject to earlier termination as provided herein. 3. Rights of Optionee. 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 an Employment Agreement, if any, or shall prevent the Company from terminating his employment in accordance with the Employment Agreement, if any. 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 Manner of Exercise. The purchase rights evidenced by this ------------------ Option Agreement shall be exercised by the optionee with the Notice of Exercise in the form of Exhibit A hereto duly executed by the Optionee, to the Company at its principal office (or such other office as may be designated by the Company to the Optionee), accompanied by payment (in cash, by wire transfer or by certified or official bank check or checks) of the Purchase Price, or by delivering to the Company the number of shares of the Company's Common Stock having a value on the date of exercise equal to such Purchase Price. In lieu of a monetary payment or delivery of shares for the applicable Purchase Price, the Holder may elect to receive, without the payment of any additional consideration, shares of Common Stock equal to the value of the Shares to be acquired upon exercise by completing the Notice of Exercise with the net issuance election marked. Thereupon, the Company shall issue to the Optionee, such number of shares of Common Stock as is computed using the following formula: X = Y(A-B) -------- A where X = the number of shares to be issued to the Holder pursuant to this Section 7.01. Y = the number of Shares in respect of which the net issuance election is made pursuant to this Section 7.01. A = the closing price of one share of Common Stock for the last trading day immediately preceding the date of the Notice of Exercise is given pursuant to this Section 7.01, which closing price shall be the last sale price regular way or if no reported last sale price regular way for such, the last high bid price, in either case on the principal national securities or stock quotation system on which the Common Stock is listed or traded. B = the applicable Purchase Price in effect at the time the net issuance election is made pursuant to this Section 7.01. 7.02 Partial Exercise. Options may be exercised for less than the ---------------- full number of shares of Common Stock at the time called for hereby, in which case the number of Shares receivable upon the exercise of the Options as a whole, and the sum payable upon the exercise of the Options as a whole, shall be proportionately reduced. 7.03 Compliance. The Company, however, shall not be required to ---------- issue or deliver the stock certificate pursuant to Section 7.01 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. 7.04 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: Michael T. Pieniazek, President Fax: (603) 880-6390 If the Optionee: -------------------------------- -------------------------------- -------------------------------- 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: ------------------------------- Michael T. Pieniazek, Chief Financial Officer ---------------------------------- (optionee signature) EXHIBIT A NOTICE OF EXERCISE (To be executed by the Optionee desiring to exercise the right to purchase Shares pursuant to the Option Agreement.) The undersigned Optionee hereby: (a) Irrevocably elects to exercise the Options to the extent of purchasing Shares; - ------- (b) Makes payment in full of the aggregate Exercise Price for those Shares in the amount of $ by wire transfer or the delivery of certified ----------- funds or a bank cashier's check in the amount of $ ; or tenders ----------- ----- shares of Common Stock having a fair market value of $ ; or shares as ------ ---- determined by the net issuance formula set forth in Section 7.01 of the Option Agreement. (c) Requests that a certificate for such Shares be issued in the name of the undersigned, or, if the name and address of some other person is specified below, in the name of such other person: --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- (Name and address of person other than the undersigned in whose name Shares are to be registered.) Dated: -------------------------- -------------------------------------------- Signature (This signature must conform in all respects to the name of the Optionee as specified on the face of the Option Agreement.) - -------------------------------- -------------------------------------------- Social Security Number Printed Name or Employer ID Number Address: ----------------------------------- ----------------------------------- EX-99 3 EXHIBIT 4.3.2 EXHIBIT 4.3.2 STOCK OPTION AGREEMENT AGREEMENT, dated as of by and between AMERICAN --------------- ELECTROMEDICS CORP., a Delaware corporation (the "Company"), and (the "Optionee"). - ---------------- W I T N E S S E T H - - - - - - - - - - WHEREAS the Company agreed to grant a stock option (the "Option") to the Optionee for the purchase of shares of the ----------------- ----------- Company's Common Stock, par value $.10 per share (the "Common Stock"); and WHEREAS, the Board of Directors of the Company has 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 shares (the "Option Shares") of its Common Stock - --------------------- --------- at an exercise price (the "Exercise Price") of $ 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: . ------------------ 2.02. The Option shall expire on (the "Expiration ------------ Date") subject to earlier termination as provided herein. 3. Rights of Optionee. 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 an Employment Agreement, if any, or shall prevent the Company from terminating his employment in accordance with the Employment Agreement, if any. 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: Michael T. Pieniazek, President Fax: (603) 880-6390 If the Optionee: -------------------------------- -------------------------------- -------------------------------- 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: -------------------------------- Michael T. Pieniazek, Chief Financial Officer ----------------------------------- (optionee signature) 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 , , 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-99 4 EXHIBIT 4.3.3 EXHIBIT 4.3.3 - ------------------------------------------------- AMERICAN ELECTROMEDICS CORP. Schedule of Options Outstanding - -------------------------------------------------
- -------------------------------- ------------ ------------ ------------ ------------- ---------------- ---------------------------- Separate Form of Date Date Exercise B.O.D. Agreement Name Granted Expires Price ($) Agreement Exhibit No. Vesting Schedule* - -------------------------------- ------------ ------------ ------------ ------------- ---------------- ---------------------------- Michael T. Pieniazek 01/12/98 01/12/03 1.0000 125,000 4.3.1 (I)-75,000 (M)-50,000-7 mos. Thomas Slamecka 01/12/98 01/12/03 1.0000 100,000 4.3.1 (I)-53,125, (M)-46,875-4 mos. Marcus R. Rowan 01/12/98 01/12/01 1.0000 300,000 4.3.2 (I) Blake C. Davenport 01/12/98 01/12/01 1.0000 50,000 4.3.2 (I) Dov Berkowitz 01/12/98 01/12/01 1.0000 40,000 4.3.2 (I) Michael T. Pieniazek 02/19/98 02/19/03 1.0000 65,000 4.3.1 (I) Thomas Slamecka 02/19/98 02/19/03 1.0000 93,000 4.3.1 (I) Henry Rhodes 05/01/98 05/01/03 1.0000 100,000 4.3.1 3/31/00 Henry Rhodes 05/01/98 05/01/03 3.0000 100,000 4.3.1 100% upon sale of Dynamic Dental Systems Inc. Michael T. Pieniazek 05/05/98 05/05/03 4.0000 48,750 4.3.1 (I) Thomas Slamecka 05/05/98 05/05/03 4.0000 69,750 4.3.1 (I) Michael T. Pieniazek 05/12/98 05/12/03 4.3750 39,000 4.3.1 (I) Thomas Slamecka 05/12/98 05/12/03 4.3750 55,800 4.3.1 (I) Thomas Slamecka 12/15/98 12/15/03 2.2500 54,854 4.3.1 (I) Thomas Slamecka 03/26/99 03/26/04 1.4400 9,225 4.3.1 (I) Thomas Slamecka 04/27/99 04/27/04 1.1300 12,573 4.3.1 (I) Thomas Slamecka 07/06/99 07/06/04 1.1300 8,324 4.3.1 (I) Thomas Slamecka 07/08/99 07/08/04 1.4100 11,344 4.3.1 (I) Thomas Slamecka 07/12/99 07/12/04 1.7800 28,063 4.3.1 (I) Thomas Slamecka 07/07/99 07/07/04 1.2500 10,661 4.3.1 (I) Thomas Slamecka 07/12/99 07/12/04 1.7800 22,741 4.3.1 (I) Thomas Slamecka 08/08/99 06/08/04 1.9400 6,730 4.3.1 (I) Thomas Slamecka 04/15/99 04/15/04 1.1900 46,500 4.3.1 (I) Thomas Slamecka 04/20/99 04/20/04 1.0000 8,370 4.3.1 (I) Thomas Slamecka 04/23/99 04/23/04 0.9400 18,600 4.3.1 (I) Michael T. Pieniazek 12/15/98 12/15/03 2.2500 38,339 4.3.1 (I) Michael T. Pieniazek 03/26/99 03/26/04 1.4400 6,448 4.3.1 (I) Michael T. Pieniazek 04/27/99 04/27/04 1.1300 8,787 4.3.1 (I) Michael T. Pieniazek 07/06/99 07/06/04 1.1300 5,818 4.3.1 (I) Michael T. Pieniazek 07/08/99 07/08/04 1.4100 7,929 4.3.1 (I) Michael T. Pieniazek 07/12/99 07/12/04 1.7800 19,614 4.3.1 (I) Michael T. Pieniazek 07/07/99 07/07/04 1.2500 7,451 4.3.1 (I) Michael T. Pieniazek 07/12/99 07/12/04 1.7800 15,894 4.3.1 (I) Michael T. Pieniazek 06/08/99 06/08/04 1.9400 4,704 4.3.1 (I) Michael T. Pieniazek 04/15/99 04/15/04 1.1900 32,500 4.3.1 (I) Michael T. Pieniazek 04/20/99 04/20/04 1.0000 5,850 4.3.1 (I) Michael T. Pieniazek 04/23/99 04/23/04 0.9400 13,000 4.3.1 (I) Matthew Slepian 12/30/98 12/30/03 1.0000 100,000 4.3.1 (I)-10,000, (M)-90,000-11 mos. James Cooper 05/01/99 05/01/04 1.3750 150,000 4.3.1 (I)-100,000, (M)-50,000-36 mos. Frank Ferguson 01/01/99 01/01/04 1.3100 75,000 4.3.1 (I)-10,000, (M)-65,000-12 mos. Marcus R. Rowan 08/16/99 08/16/04 1.2500 50,000 4.3.2 100% on 2/16/00 Blake C. Davenport 08/16/99 08/16/04 1.2500 50,000 4.3.2 100% on 2/16/00 Michael T. Pieniazek 08/16/99 08/16/04 1.2500 50,000 4.3.1 100% on 2/16/00 Jim Fukushima 09/17/99 09/17/04 1.0900 50,000 4.3.2 100% on 3/17/00 Jim Fukushima 10/15/99 10/15/04 1.9000 200,000 4.3.2 100% on 4/15/00 Frank Ferguson 08/16/99 08/16/04 1.0000 25,000 4.3.1 100% on 1/1/00 Cristoph Von Zur Gathen 08/16/99 08/16/04 1.2500 25,000 4.3.1 100% on 2/16/00 Thomas Slamecka 08/16/99 08/16/04 1.2500 250,000 4.3.1 100% on 2/16/00 Andy Rosch 08/16/99 08/16/04 1.2500 50,000 4.3.1 100% on 2/16/00 ------------- TOTAL 2,665,619 =============
*- (I) Immediate, (M)- Ratably over the number of months shown above. EX-99 5 EXHIBIT 5 EXHIBIT 5 OPINION OF THELEN REID & PRIEST LLP New York, New York December 28, 1999 American Electromedics Corp. 13 Columbia Drive, Suite 5 Amherst, New Hampshire 03031 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as counsel to American Electromedics Corp., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended (the "Act") of 2,665,619 shares of the Company's Common Stock, $.10 par value per share (the "Common Stock"), issuable upon the exercise of options (the "Options") granted under certain Stock Option Agreements (the "Agreements"). For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Certificate of Incorporation and By-Laws of the Company, as in effect on the date hereof; (iii) the Agreements; (iv) the resolutions adopted by the Board of Directors of the Company relating to the foregoing and (v) such other documents, certificates or other records as we have deemed necessary or appropriate. With respect to any documents or other corporate records 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. Based upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that: (1) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (2) The shares of Common Stock 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 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/ Thelen Reid & Priest LLP THELEN REID & PRIEST LLP EX-99 6 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated October 26, 1999, with respect to the consolidated financial statements of American Electromedics Corp. and Subsidiaries included in its Annual Report (Form 10KSB) for the year ended July 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Manchester, New Hampshire December 27, 1999 -----END PRIVACY-ENHANCED MESSAGE-----