UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 AMERICAN MEDICAL ALERT CORP. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 027904101 -------------------------------------------------------------------------------- (CUSIP Number) Gregory Fortunoff 200 East 72nd Street New York, NY 11572 (212) 848-0702 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2004 -------------------------------------------------------------------------------- (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. SCHEDULE 13D ---------------------------------------- ------------------------------------- CUSIP NO. 027904101 ---------------------------------------- ------------------------------------- -------- ----------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gregory Fortunoff -------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY -------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF -------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] -------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------- ------ ------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 693,500 OWNED BY ------ ------------------------------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------ ------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 693,500 ------ ------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------- ----------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 693,500 -------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% -------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------- ----------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 The Schedule 13D filed August 5, 2003 (the "Schedule 13D") by Gregory Fortunoff in connection with the shares of common stock, par value $.01 per share, of American Medical Alert Corp., a New York corporation, is hereby amended by this Amendment No. 1 to the Schedule 13D. Information contained in this Statement is as of the date hereof, unless otherwise expressly provided herein. Item 1. Security and Issuer. This Statement relates to shares of the Common Stock, $0.01 par value per share (the "Shares"), of American Medical Alert Corp., a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3265 Lawson Boulevard, Oceanside, New York 11572. Item 2. Identity and Background. (a)-(c) This Statement is filed by Gregory Fortunoff (the "Reporting Person"). The Reporting Person's principal occupation is as a self-employed investor whose principal business address is at 200 East 72nd St., New York, NY 11572. (d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Shares reported herein by the Reporting Person, when acquired, were acquired with personal funds. Item 4. Purpose of Transaction. Item 4. Purpose of Transaction. ------ ---------------------- The Reporting Person intends to continually review the Issuer's business affairs and financial position and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation and review and other factors, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate in light of the circumstances existing from time to time. Such actions and strategies may include, but are not limited to: (i) the purchase of additional Shares by the Reporting Person; (ii) the sale of all or a portion of the Shares held by the Reporting Person in the open market or in privately negotiated transactions to one or more purchasers; (iii) seeking to have the Reporting Person or one or more of his designated nominees appointed to the Board of Directors of the Issuer; (iv) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (v) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (vi) material changes in the present capitalization of the Company; (vii) other material changes in the Issuer's business or corporate structure; and (viii) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person. The Reporting Person reserves the right to change his intentions with respect to all matters referred to in this Item 4. Except as otherwise set forth above, the Reporting Person has no plans to effect any of the transactions required to be described in Item 4 of Schedule 13D. 3 Item 5. Interest in Securities of the Issuer. (a)-(b) The Reporting Person beneficially owns 693,500 Shares, which constitutes approximately 8.6% of the outstanding Shares. The percentage of Shares reported beneficially owned is based upon 8,022,709 Shares outstanding as of November 10, 2004 as reflected in the Issuer's Form 10-QSB for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on November 11, 2004. The Reporting Person has the sole power to vote and the sole power to dispose of the Shares reported herein. The number of Shares reported herein includes 3,500 shares issuable to the Reporting Person upon exercise of a warrant with an exercise price of $3.80 per share. (c) Please see Exhibit A for a listing of all of the transactions effected by the Reporting Person in the Shares during the 60 days prior to December 17, 2004, and all subsequent transactions up to the date of this report, all of which were executed on the open market. (d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. To the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. 4 Item 7. Material to be Filed as Exhibits. 1. A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to December 17, 2004, and all subsequent transactions up to the date of this report, is filed herewith as Exhibit A. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 12, 2005 /s/ Gregory Fortunoff --------------------------- Gregory Fortunoff 6 EXHIBIT INDEX 1. A description of the transactions in the Shares effected by the Reporting Person during the 60 days prior to December 17, 2004, and all subsequent transactions up to the date of this report. 7 EXHIBIT A TRANSACTIONS IN THE SHARES ACTIVITY TYPE QUANTITY TRADE DATE PRICE PER SHARE ($) Buy 500 10/19/2004 4.108 Buy 600 10/21/2004 4.10833 Buy 100 10/25/2004 4.13 Buy 3800 10/26/2004 4.16171 Buy 3300 10/27/2004 4.16303 Buy 900 10/28/2004 4.21778 Buy 700 10/29/2004 4.25429 Buy 1600 11/1/2004 4.305 Buy 1200 11/2/2004 4.23333 Buy 1800 11/3/2004 4.39111 Buy 11700 11/4/2004 4.41675 Buy 2900 11/5/2004 4.56759 Buy 800 11/8/2004 4.60375 Buy 6100 11/9/2004 4.61311 Buy 1000 11/11/2004 4.59678 Buy 2900 11/12/2004 4.57069 Buy 2600 11/15/2004 4.52269 Buy 3500 11/16/2004 4.438 Buy 3000 11/17/2004 4.587 Buy 4000 11/18/2004 4.586 Buy 3500 11/19/2004 4.46848 Buy 4900 11/22/2004 4.47719 Buy 1100 11/23/2004 4.45427 Buy 400 11/24/2004 4.46 Buy 1100 11/29/2004 4.45 Buy 500 11/30/2004 4.41 Buy 5500 12/1/2004 4.45945 Buy 1500 12/2/2004 4.40333 Buy 2000 12/3/2004 4.43 Buy 2000 12/6/2004 4.4 Buy 2000 12/7/2004 4.4345 Buy 2400 12/8/2004 4.47125 Buy 1600 12/9/2004 4.52187 Buy 1000 12/10/2004 4.55 Buy 1000 12/17/2004 4.832 Buy 1000 12/20/2004 4.716 Buy 1000 12/21/2004 4.655