8-K

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): December 22, 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))

1

Item 1.01. Entry into a Material Definitive Agreement.

On December 22, 2006, American Medical Alert Corp. (the "Company"), through its indirect wholly owned subsidiary, American MediConnect Acquisition Corp. (the "Buyer"), entered into an asset purchase agreement with (i) American MediConnect, Inc. and Phone Screen, Inc. (the "Sellers") providers of telephone answering services and clinical trial support services, respectively, located in Chicago, IL, (ii) Janet Lifshitz, the Sellers' sole owner, and (iii) Joseph Sameh, an officer of both Sellers, whereby the Buyer purchased the operating assets of each of the Sellers.

The assets purchased included the customer list, telephone equipment, certain fixed assets and goodwill. The total purchase price for the assets was $2,028,830, consisting of (i) cash of $1,799,505.50, of which $1,493,739.50 was paid on December 22, 2006, with the balance of $305,766 payable on the one year anniversary of the consummation of the transaction, subject to indemnification claims, if any, and (ii) an aggregate 35,967 shares of the Company's common stock, which were issued to one of the Sellers on December 22, 2006. In addition, the Sellers may be entitled to additional annual payments based on the Buyers' cash receipts and meeting certain financial thresholds over a three year period.

A copy of the Company's press release announcing the acquisition is attached hereto as Exhibit 99.1

On December 22, 2006, the Company entered into an amendment to its credit agreement with the Bank of New York. Pursuant to the amendment, the Company borrowed an additional $1,600,000 from JPMorgan Chase Bank as successor in interest to the Bank of New York. For a description of the material terms of the amendment, See Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, set forth below.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 22, 2006, the Company entered into an amendment to its credit agreement, dated May 20, 2005, with JPMorgan Chase Bank, as successor in interest to the Bank of New York (the "Bank"). Pursuant to the amendment, the Bank advanced the Company $1,600,000.00 pursuant to a term loan. The term loan is evidenced by a promissory note (the "Note"). The Note has a term of five (5) years, currently bears interest at an annual rate of LIBOR + 2.00%, subject to adjustment to an annual rate of LIBOR + a range of 1.75% to 2.50% based on the ratio of the Company’s consolidated funded debt to its consolidated EBIDTA, and is payable in sixty (60) equal monthly installments of $26,666.66 each. The Note may be accelerated upon the occurrence of an event of default (as defined in the credit agreement).

Item 3.02 Unregistered Sales of Equity Securities.

On December 22, 2006, the Company issued 35,967 shares of common stock to American MediConnect, Inc., in connection with the sale of the Sellers' operating assets. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in reliance on each Seller's representations as to its status as an accredited investor, and that it was acquiring the shares for investment purposes and not with a view to any sale or distribution. In addition, the shares bore a 1933 Act restrictive legend.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 22, 2006, the Board of Directors of the Company adopted certain amendments to the Company's bylaws to provide that the position of Chief Executive Officer and President shall be filled by one person. A copy of the text of such amendment is filed herewith as Exhibit 3(ii).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.	Description
3(ii)	Text of amendment to bylaws of the Company.
99.1	Press release announcing the purchase of the assets of American MediConnect, Inc., and Phone Screen, Inc.

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:December 28, 2006

AMERICAN MEDICAL ALERT CORP.
By:	/s/ Richard Rallo
	Name: Richard Rallo Title: Chief Financial Officer

EX-3.II

Exhibit 3(ii)

Text of Amendment to the Company's Bylaws

Article V, Section 5 of the Company's by-laws, is hereby amended by adding the following paragraph at the end of such section, and before Section 5(A).

"As of January 1, 2007, the position of President and Chief Executive Officer shall be filled by one person. All references in these bylaws to the powers and duties of the President shall apply equally to the Chief Executive Officer as of January 1, 2007. Further, as of January 1, 2007, Section 5(A) of the bylaws entitled "President" shall be deleted and Section 5 of the bylaws shall be amended and restated as follows:

President and Chief Executive Officer. The President and Chief Executive Officer shall, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and of the Board of Directors at which he is present. The President and Chief Executive Officer shall have general supervision over, and shall direct the business and affairs of the Corporation. The President and Chief Executive Officer shall have all powers and duties usually incident to the office of the President and Chief Executive Officer except as specifically limited by resolution of the Board of Directors. The President and Chief Executive Officer shall have such other powers and perform other duties as may be assigned to him from time to time by the Board of Directors."

EX-99.1

Exhibit 99.1

American Medical Alert Corp. Announces Acquisition of Two Chicago, IL Telephony Based Communication Companies

Company consummates latest acquisitions continuing its successful strategy to expand TBCS division

OCEANSIDE, NY- December 26, 2006 -American Medical Alert Corp. (NASDAQ: AMAC), a provider of healthcare communication services and advanced home health monitoring technologies, announced today the acquisition of the operating assets of two Chicago based companies: American Mediconnect, Inc. (“American Mediconnect”) and Phone Screen, Inc (“Phone Screen”). Both entities are privately held under common ownership. American Mediconnect, is a telephone answering service (“TAS”) primarily focused in the provision of traditional answering services to hospitals, physicians, medical group practices and other healthcare providers. Phone Screenspecializes in providing call center and compliance monitoring services to pharmaceutical companies and clinical resource organizations that run clinical trials. The Phone Screen business was founded over fifteen years ago and is a recognized provider of these specialty services. Phone Screen is expected to considerably expand its footprint in this niche market through AMAC’s operating infrastructure and marketing capability.

Howard M. Siegel, Chief Executive Officer speaking on behalf of AMAC, commented,  “American Mediconnect, Inc. marks our ninth TAS acquisition, and exemplifies the Company’s successful expansion of the TBCS division to the Midwest. Chicago is a great city and a logical next step for our call center geographic expansion plan. We are equally excited about the opportunity created by the acquisition of Phone Screen. The provision of specialty call center services for the pharmaceutical industry is a natural extension of our current healthcare communication services offerings.

As we conclude our sixth year as a TBCS provider, AMAC has successfully cultivated a market leadership position in the call center industry. The TBCS segment now accounts for approximately 50% of the Company’s gross revenues and significantly contributes to the Company’s overall profitability. The Company believes this acquisition will continue to bolster its objective and be accretive in its first year of operation under the AMAC umbrella.”

Joe Sameh, speaking on behalf of, American Mediconnect and Phone Screen commented; “We are very happy to be joining the AMAC family. Our respective competencies in healthcare communications services are complementary to AMAC, providing new value to the core offering. Together we will be able to strengthen our ability to provide superior healthcare communications to doctors and hospitals, and significantly expand our call center and support services for the pharmaceutical industries. We look forward to our new relationship with excitement for the broad possibilities ahead.”

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 eight 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, American MediConnect and Phone Screen Chicago, IL to support the delivery of high quality, healthcare communications.

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-K, 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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