-----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, EtVS7V9OeQaBO1Lpi+PpeZ9+DD7+nisjxI4EtGgySOOApi101duKJb7wGUdXTAVm iwoa0DVMxVT6n1VoVYCb+g== 0001144204-06-049555.txt : 20061121 0001144204-06-049555.hdr.sgml : 20061121 20061121162943 ACCESSION NUMBER: 0001144204-06-049555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL ALERT CORP CENTRAL INDEX KEY: 0000700721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 112571221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08635 FILM NUMBER: 061233154 BUSINESS ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 5165365850 MAIL ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 8-K 1 v058779_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): November 15, 2006


American Medical Alert Corp.
(Exact name of registrant as specified in its charter)


New York
333-54992
11-2571221
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


3265 Lawson Boulevard, Oceanside, New York
11572
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (516) 536-5850

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
   
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) On November 15, 2006, Mr. Howard M. Siegel, the Chairman of the Board of Directors and the Chief Executive Officer of the Company, informed the Board of Directors that he will be resigning from his position as Chief Executive Officer, effective December 31, 2006. The Board accepted his resignation. Mr. Siegel will remain as a director of the Company and will be employed as Senior Advisor to the Company.

(c) On November 15, 2006, the Board of Directors appointed Jack Rhian, the Company's President and Chief Operating Officer, as the Company's next Chief Executive Officer, to succeed Mr. Siegel, effective January 1, 2007. Mr. Rhian will retain the position of President of the Company but will resign his position as Chief Operating Officer upon his assumption of the CEO title. A copy of the Company's press release announcing Mr. Siegel's resignation as CEO and Mr. Rhian's appointment as CEO is attached hereto as Exhibit 99.1.

Mr. Rhian, 51, has been a director of the Company since October 2002 and has been the Company’s President since July 2004. Mr. Rhian also currently serves as the Chief Operating Officer, and was Executive Vice President from August 2002 until becoming the President in July 2004. He joined the Company in January 2000 as Vice President and Chief Operating Officer. From November 1994 until February 1999, he served as Executive Vice President and Chief Operating Officer of Transcare New York, Inc., a medical transportation company. From March 1988 through November 1994 he served as Chief Operating Officer of Nationwide Nassau Ambulance Service. Previously, Mr. Rhian held senior management positions in companies which deliver healthcare services. Mr. Rhian holds a Masters degree in Public Administration from New York University.
 
Mr. Rhian will continue to be employed pursuant to the terms of his current employment agreement with the Company. The terms of Mr. Rhian's employment agreement with the Company are incorporated by reference to Part II, Item 5 in the Company's filing on Form 10Q-SB for the quarter ended September 30, 2005 filed with the Securities and Exchange Commission ("SEC") on November 14, 2005 as supplemented in Part II, Item 4 in the Company's Form 10Q for the quarter ended June 30, 2006 as filed with the SEC on August 14, 2006.

(e) In connection with the retention of Mr. Howard Siegel as Senior Advisor of the Company, the Board of Directors approved the terms of a three year employment agreement, commencing January 1, 2007, which will be reflected in a definitive agreement to be entered into between the Company and Mr. Siegel. Under the terms of the agreement, Mr. Siegel will be paid a base salary of $300,000 for the first year, during which time he will be a full time employee of the Company, and $225,000 for the second year and $175,000 for the third year, during which years he will be a part time employee of the Company. In addition, Mr. Siegel will be eligible to receive bonuses payable in shares of the Company's common stock as follows: for 2007, 6,000 shares if the Company achieves 15% year over year earnings before deduction of interest and taxes ("EBIT") growth (over 2006 results), plus a proportional number of additional shares for each 1% above 15%, up to a maximum of 10,000 shares on 25% EBIT growth; for 2008, 4,500 shares if the Company achieves 15% year over year EBIT growth (over 2007 results), plus a proportionate number of additional shares, for each 1% above 15%, up to a maximum of 7,500 shares on 25% EBIT growth; for 2009, 3,600 shares if the Company achieves 15% year over year EBIT growth (over 2008 results) plus a proportional number of additional shares for each 1% above 15%, up to a maximum of 6,000 shares on 25% EBIT growth. Any such bonus will be based on board assessment of Mr. Siegel's performance in relation to achievement of EBIT targets. Bonuses will be payable upon audit completion for the applicable fiscal year. There will also be a bonus "catch up" provision, so that shortfalls in EBIT for one year can be made up in the subsequent year.


 
In addition, the Board of Directors may in its discretion grant Mr. Siegel additional shares, not to exceed an aggregate total of 50,000 shares currently reserved for Mr. Siegel pursuant to the Company's 2005 Stock Incentive Plan (inclusive of any shares granted pursuant to the EBIT growth targets above), based on significant contributions made by Mr. Siegel as determined by the Company's Compensation Committee and approved by the Board of Directors. Any shares granted pursuant to the above arrangements would be issued from the Company's 2005 Stock Incentive Plan.

Item 9.01. Financial Statements and Exhibits.

(e) Exhibits:

99.1  
Press release of American Medical Alert Corp., issued November 21, 2006.



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Date: November 21, 2006
 
     
  AMERICAN MEDICAL ALERT CORP.
 
 
 
 
 
 
  By:   /s/ Richard Rallo
 
Name: Richard Rallo
  Title: Chief Financial Officer

EX-99.1 2 v058779_ex99-1.htm
Contact:
 
   
Randi Baldwin
 
Vice President Communications & Marketing
 
American Medical Alert Corporation
 
(516) 536-5850
 

AMERICAN MEDICAL ALERT ANNOUNCES COMPANY FOUNDER HOWARD M. SIEGEL TO STEP DOWN AS CEO AND ASSUME ROLE OF SENIOR ADVISOR ON JANUARY 1, 2007. JACK RHIAN PROMOTED TO CEO.

OCEANSIDE, New York. -November 21, 2006 - American Medical Alert Corp. (NASDAQ: AMAC), a provider of healthcare communication services and advanced telehealth monitoring technologies, today announced that Howard M. Siegel, Founder and Chief Executive Officer of American Medical Alert Corp., will step down as Chief Executive Officer effective December 31, 2006. Mr. Siegel will assume the newly created position of Senior Advisor to the Company and maintain his position as Chairman of the Board. In his position as Senior Advisor, Mr. Siegel will be employed under a three year contract through December 31, 2009, to help guide future strategies and direction for the Company. The Company's Board of Directors has promoted Jack Rhian to the position of Chief Executive Officer effective as of January 1, 2007. Mr. Rhian will also retain the title of President.

Speaking on behalf of the Board of Directors, Ronald Levin, a director of the Company, stated as follows: "Howard Siegel founded American Medical Alert nearly 26 years ago. Under his leadership, the Company has grown into a leading provider of healthcare communications products and services. In his role as Senior Advisor, we look forward to Howard's high level guidance as the opportunities for AMAC continue to unfold."

In announcing the decision, Mr. Siegel commented: “The transition period leading up to today's announcement commenced over two years ago when my successor Mr. Jack Rhian was promoted to President and Chief Operating Officer. Opportunities for continual growth abound and the time for change has arrived. I am absolutely confident in Mr. Rhian’s skills and the ability of our company to continue to build on the momentum we have established.”

Jack Rhian commented as follows: “AMAC has evolved into a healthcare communications company with a valuable portfolio of health and safety monitoring technologies that support long term health management and independent living. I am pleased to be afforded the opportunity to lead a team of dedicated and motivated managers. I am confident that AMAC, through this teamwork, will achieve success as defined by the Board of Directors and shareholders.”
About American Medical Alert Corp.
 
AMAC is a healthcare communications company dedicated to the provision of support services to the healthcare community. AMAC's product and service portfolio includes Personal Emergency Response Systems (PERS) and emergency response monitoring, electronic medication reminder devices, disease management monitoring appliances and healthcare communication solutions services. AMAC operates seven communication centers under local trade names: HLINK OnCall, Long Island City, NY, North Shore TAS, Port Jefferson, NY, Live Message America, Audubon, NJ, ACT Teleservice, Newington, CT and Springfield, MA, MD OnCall, Cranston RI and Capitol Medical Bureau Rockville, MD to support the delivery of high quality, healthcare communications.
 
Forward Looking Statements
 
 
 

 
 
This press release contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "continue," or similar terms, variations of those terms or the negative of those terms. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-KSB, the Company's Quarterly Reports on Forms 10-Q, and other filings and releases. These include uncertainties relating to government regulation, technological changes, costs relating to ongoing FCC remediation efforts, our expansion plans, our contract with the City of New York and product liability risks.
 



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