-----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, I3wVLcjZqyMrs3CPfWIdBCD1iLXJ5ZWvpraqbU94ZB+32yTfKL1SjjumW9CKKgvB bXK15ewTjvWjUQUa4K9ppQ== 0000897101-96-000970.txt : 19961115 0000897101-96-000970.hdr.sgml : 19961115 ACCESSION NUMBER: 0000897101-96-000970 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDAMICUS INC CENTRAL INDEX KEY: 0000833140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411533300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16035 FILM NUMBER: 96661638 BUSINESS ADDRESS: STREET 1: 15301 HGHWY 55 W CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 6125592613 S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1996. REGISTRATION NO. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDAMICUS, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1533300 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 15301 Highway 55 West Plymouth, Minnesota 55447 (612) 559-2613 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) James D. Hartman, President, Chief Executive Officer and Chief Financial Officer MEDAMICUS, INC. 15301 Highway 55 West Plymouth, Minnesota 55447 (612) 559-2613 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: Mark S. Weitz Leonard, Street and Deinard Suite 2300 150 South Fifth Street Minneapolis, Minnesota 55402 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE - ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- Proposed Proposed Title of Shares Amount Maximum Maximum Amount of to be to be Aggregate Price Aggregate Registration Registered Registered Per Share(1) Offering Price(1) Fee(2) ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, 610,000 shares $2.75 $1,677,500 $508 $.01 par value ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, 107,000 shares $3.90 $ 417,300 $127 $.01 par value, underlying warrants ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- TOTAL 717,000 shares --- $2,094,800 $635 ======================= ====================== ====================== ====================== ======================
(1) Estimated solely for the purpose of calculating the registration fee. (2) Pursuant to Rule 457(c) the registration fee is calculated based upon the average of the bid and asked prices of the Common Stock as reported by NASDAQ on November 7, 1996. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to completion, dated November 13, 1996 PROSPECTUS 717,000 SHARES MEDAMICUS, INC. COMMON STOCK This Prospectus relates to up to 717,000 shares of Common Stock, par value $.01 per share (the "Shares"), of MedAmicus, Inc. (the "Company") that may be offered for sale for the account of certain shareholders of the Company as stated herein under the heading "Selling Shareholders." No period of time has been fixed within which the Shares covered by this Prospectus may be offered or sold, but the Company has agreed to keep the Registration Statement of which this Prospectus is a part effective until the later of (i) May 18, 1998 or (ii) such time as the securities registered hereunder may be sold without restriction under Rule 144 of the Securities Act of 1933, as amended (the "Act"). All 717,000 Shares offered hereby are being registered for the account of the Selling Shareholders. The Company will not receive any of the proceeds from the sale of the Shares. However, of the 717,000 Shares, 107,000 are issuable upon the exercise of warrants (the "Warrants"). If such Warrants are fully exercised, the Company will receive an aggregate of $417,300. See "Use of Proceeds" and "Selling Shareholders." The Common Stock of the Company is quoted in the NASDAQ SmallCap Market(R) under the symbol "MEDM." On November 7, 1996, the last sale price of the Common Stock as reported by NASDAQ was $2.625 per share. See "Price Range of Common Stock." INVESTORS SHOULD CONSIDER CAREFULLY THE FACTORS SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 6. -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Selling Shareholders have been informed that sales of the Shares offered hereunder by them, or by their pledgees, donees, transferees or other successors in interest, may be made from time to time in the NASDAQ SmallCap Market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. See "Plan of Distribution." The Company is incurring all of the expenses of registering the Shares. No person has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus in connection with the offer described in this Prospectus and, if given or made, such information and representations must not be relied upon as having been authorized by the Company or any of the Selling Shareholders. Neither the delivery of this Prospectus nor any sale made under this Prospectus shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or since the date of any documents incorporated herein by reference. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, or an offer or solicitation in any state to any person to whom it is unlawful to make such offer in such state. TABLE OF CONTENTS Page AVAILABLE INFORMATION...................................................... 5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 5 THE COMPANY................................................................ 6 RISK FACTORS............................................................... 6 PRICE RANGE OF COMMON STOCK................................................ 10 DIVIDEND POLICY............................................................ 10 SELLING SHAREHOLDERS....................................................... 11 USE OF PROCEEDS............................................................ 12 PLAN OF DISTRIBUTION....................................................... 12 LEGAL MATTERS.............................................................. 12 EXPERTS.................................................................... 13 INDEMNIFICATION............................................................ 13 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such material can be inspected and copied at the Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. Reports, proxy statements and other information filed electronically by the Company with the Commission may also be obtained from the Web site that the Commission maintains at http:\\www.sec.gov. The Company's Common Stock is quoted on the Nasdaq SmallCap Market. Reports and other information concerning the Company can be inspected at the offices of the Nasdaq State Market, 1735 K Street, N.W., Washington, DC 20006. The Company has filed with the Commission in Washington, DC a registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933 (the "Securities Act") with respect to the securities covered by this Prospectus. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits filed or incorporated as a part thereof, copies of which can be inspected at, or obtained at prescribed rates from, the Public Reference Section of the Commission at the address set forth above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated by reference into this Prospectus: (1) the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 (File No. 0-19467); (2) the Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, June 30, and September 30, 1996; (3) all other reports filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act since December 31, 1995 and (4) the Company's Registration Statement on Form 8-A filed with the Commission on August 7, 1991. All documents filed by the Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering hereunder shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or any portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above or elsewhere herein which have been incorporated herein by reference (other than certain exhibits to such documents). Written requests for such copies should be directed to James D. Hartman, MedAmicus, Inc., 15301 Highway 55 West, Plymouth, Minnesota 55447. Telephone requests should be directed to Mr. Hartman at (612) 559-2613. THE COMPANY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION, INCLUDING THE FINANCIAL STATEMENTS AND NOTES THERETO, INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE COMPANY MedAmicus, Inc. ("MedAmicus" or the "Company") is a medical products company engaged in the following: * The manufacture and marketing of a percutaneous vessel introducer and the design and development of related vascular access products. * The design, development, manufacture and marketing of a pressure measurement system utilizing a proprietary fiber optic transducer for measuring and monitoring physiological pressures in the human body, referred to herein as a transducer. * The manufacture of medical devices and components for other medical product companies on a contract basis. The Company was organized under the laws of the State of Minnesota on August 24, 1981 under the name "MNM Enterprises, Inc." In March 1988, the Company changed to its current name. The Company was inactive until October 1985, when operations commenced. The Company's executive offices are located at 15301 Highway 55 West, Plymouth, Minnesota 55447. Its telephone number is (612) 559-2613. RISK FACTORS IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, POTENTIAL PURCHASERS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY, ITS BUSINESS AND THE SHARES OF COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT, IN PART, OF THE RISK FACTORS SET FORTH BELOW. IN CONNECTION WITH THE FORWARD-LOOKING STATEMENTS WHICH APPEAR IN THESE DISCLOSURES, PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE FOLLOWING RISK FACTORS AND SHOULD REVIEW CAREFULLY THE INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS AND THE INFORMATION INCORPORATED HEREIN. CONTINUING LOSSES The Company commenced operations in October 1985 and has had losses in each of the years since that date. For the year ended December 31, 1995, the Company incurred a net loss of $358,854 and, through the first three quarters of 1996, a net loss of $1,026,272. The Company has incurred cumulative net losses through September 30, 1996 of $5,761,532. The Company anticipates losses could continue at least until the Company completes ramp up of production and sales and marketing for the Lumax System for urologic applications. There is no assurance that the Company will ever be able to conduct its operations profitably. NEED FOR ADDITIONAL CAPITAL The Company is pursuing a direct sales effort utilizing independent sales representatives for the distribution of its transducer system in the United States, and to enter into distributor relationships internationally. If sales do not develop as expected, additional capital would be needed to execute this strategy or the marketing plan would have to be modified or abandoned. If required, there is no assurance that the Company will be able to raise any capital to support its distribution plans. If the Company is able to raise additional capital in the future, it would likely be through the sale of equity or debt of the Company to investors in private transactions and it may be on terms more favorable to new investors than to existing shareholders. There can be no assurance that the Company would be able to raise such additional capital, if needed. LACK OF MARKET FOR THE FIBER OPTIC PRESSURE TRANSDUCER Management's strategy is to market the fiber optic pressure transducer system to urologists for prostate and incontinence diagnostic testing and to gynecologists for incontinence diagnostic testing. There can be no assurance that urologists will choose to switch from the existing types of commonly used catheters to the fiber optic catheters designed by the Company. Incontinence testing is a relatively new and undeveloped market. There is no assurance that the incontinence testing and treatment market at the gynecology office will evolve as the Company expects or, if it does evolve, that the Company's product will be widely used or accepted. In addition, there appears to be a trend that purchase decisions relating to medical devices are being made by purchasing groups rather than individual doctors. There can be no assurance that the Company's sales and marketing efforts will appeal to such purchasing groups or that the Company's products will be accepted by such groups. NEED TO ACHIEVE COMPETITIVE MANUFACTURING COST The Company's expectations as to the market acceptance of the transducer is dependent on a catheter manufacturing cost which will result in allowing it to sell the catheter at prices which make it competitive with existing fluid based pressure measurement systems. There can be no assurance that the Company can attain or maintain the manufacturing cost targets which form the basis of the Company's future revenue expectations. HIGHLY COMPETITIVE MARKETS; RISK OF TECHNOLOGICAL OBSOLESCENCE The medical technology industry in which the Company is involved is characterized by rapidly evolving technology and intense competition. The Company is aware of one other company which markets a fiber optic pressure measurement device for use in the urological market. There are two other companies which market fiber optic pressure measurement devices, but for different applications. In addition, there are several large companies which manufacture and market external strain gauge transducer catheters, a product against which the Company's catheter would likely compete. There is no assurance that these companies or any other companies will not develop technology which is more effective and/or available at a lower cost than the product offered by the Company. GOVERNMENT REGULATION The medical products the Company is selling and proposing to sell are subject to regulation by the FDA and by comparable agencies in certain states and foreign countries. The process of complying with requirements of the FDA and other agencies can be costly and time consuming. The Company has received clearance to market its vessel introducer and transducer by the FDA, although the Company will be required to obtain approval for marketing its transducer in other applications if it is necessary to change materials which are in contact with body fluids or to add other measurement parameters. There is no assurance that any such additional clearance will be obtained. In addition, once obtained, these clearances are subject to review, and later discovery of previous unknown problems may result in restrictions on the marketing of a product or withdrawal of the product from the market. The Company is also subject to certain FDA regulations governing manufacturing practices, packaging and labeling. DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY The Company's success may depend on its ability to obtain patent protection for its products and processes, to preserve its trade secrets and to operate without infringing the proprietary rights of third parties. Patents covering certain aspects of the Company's vessel introducer and transducer were issued by the United States Patent and Trademark Office in March and April 1991, respectively. In addition, the Company has applied for patent protection on additional aspects of both the vessel introducer and transducer. There can be no assurance that any future patent protection will be granted, that the scope of any patent protection will exclude competitors or that any of the Company's patents will be held valid if subsequently challenged. The validity and breadth of claims covered in medical technology patents involves complex legal and factual questions and therefore may be highly uncertain. The Company also relies upon unpatented trade secrets, and no assurance can be given that others will not independently develop or otherwise acquire substantially equivalent trade secrets or otherwise gain access to the Company's proprietary technology. POTENTIAL INFRINGEMENT ISSUES The Company received correspondence in 1993 alleging that the Company's patented slitter introducer infringes a patent issued prior to the issuance of the Company's patent. To the best of the Company's knowledge, the product which is the subject of the prior patent has never been marketed. The Company has been aware of this patent since it began marketing its slitter introducer and has received a legal opinion that it does not infringe such patent. Upon receipt of this correspondence, the Company engaged a second patent counsel whose review of the matter supported the Company's position. The Company informed the patent holder of its position and that it saw no reason to enter into any settlement. The Company believes its slitter introducer does not infringe and intends to defend its proprietary position. The Company has received correspondence from a competitor in the fiber optic transducer market regarding patents it holds relating to fiber optic transducers, specifically referencing a patent on a technique to calibrate the fiber optic system and requesting additional information regarding the Company's calibration technique and why such technique does not infringe the competitor's patent. The Company has been aware of this patent and has specifically designed the calibration system associated with its transducer so as not to infringe the competitor's patent. In addition, the Company has been issued a United States patent on its calibration technique. The Company has also received an opinion of counsel that its calibration system does not infringe such patent. There can be no assurance that the resolution of these matters will be decided in the Company's favor, should they proceed beyond their current status. In addition, the expenses which may be incurred and the disruption of business which the Company may experience in defending any claim of infringement, could have a material adverse effect on the Company's sales and profitability regardless of whether such claims are successful. DEPENDENCE ON MAJOR CUSTOMERS The Company is presently dependent on two major customers, Medtronic and Bard. Medtronic accounted for approximately 72% of the Company's total sales in 1995; Bard accounted for approximately 7%. The loss of either of these customers would have a material adverse effect on the Company. DEPENDENCE ON MANAGEMENT AND KEY PERSONNEL The Company's success has been dependent to date upon the efforts of its current officers and key employees. The Company's founder, Chief Executive Officer and President, Richard L. Little, resigned from the Company on February 9, 1995 for health reasons. James D. Hartman, the Company's Executive Vice President and Chief Financial Officer was elected to the position of President on the same date and Mr. Little remained on the Company's Board of Directors. Mr. Little was heavily involved in the development of the Company's products. The Company believes that its focus in the future will be on the marketing and sales of its products as well as on further research and development of such products. Consequently, the Company's future success will be dependent upon its ability to attract and retain qualified people in all areas. There can be no assurance that the loss of Mr. Little or any other key personnel will not have a material adverse impact on the Company's business. There can be no assurance that qualified personnel can be retained or readily replaced and there is no assurance the Company can continue to add qualified people as required. SOURCES OF SUPPLY The Company currently purchases, and will in the future purchase, components and raw materials from outside vendors. Although the Company has identified alternative suppliers for key components and raw materials, at the present time the Company generally uses one source of supply for each component and raw material. Each supplier of raw material for the Company's vessel introducer is subject to the approval of Medtronic and Bard and future customers may have a right of approval as well. At present, all of the Company's suppliers have been approved by Medtronic and Bard. Should a key supplier be unwilling or unable to supply any such component or raw material in a timely manner, or should approval of a proposed supplier be delayed, withheld or withdrawn, the Company could experience delays in obtaining alternative suppliers which may adversely affect the Company's business. LIMITED PUBLIC MARKET TRADING As of September 30, 1996, the Company had 4,060,774 shares of common stock outstanding, of which approximately 70% was available for public trading. It is estimated that as many as 50% of the shares eligible to trade are held by customers of Summit Investment Corporation, the underwriter of the Company's initial public offering. During the first nine months of 1996, the average daily trading volume approximated 6,000 shares per day. As of September 30, 1996, there were only three investment banking firms which make a market in the Company's stock. There can be no assurance that an active market will exist for the Company's shares, or that its shares could be sold without a significant negative impact on the publicly quoted price per share. SHARES ELIGIBLE FOR FUTURE SALES Currently 541,150 shares of the Company's Common Stock are eligible for sale pursuant to Rule 144 under the Securities Act, all of which are held by executive officers and directors of the Company. If sales of any of such shares were to occur in substantial amounts, such sales could have an adverse impact on the trading price of the Common Stock. The Company's directors and executive officers beneficially hold an aggregate of 644,900 shares, which includes 103,750 shares that may be acquired upon the exercise of currently exercisable options. PRICE RANGE OF COMMON STOCK The Company's Common Stock has traded in the NASDAQ SmallCap Market under the symbol MEDM since its initial public offering in September 1991. The following table sets forth high and low bid prices as reported by NASDAQ for the indicated periods. Such quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not reflect actual transactions. 1991: HIGH LOW ---- --- Third Quarter from September 6, 1991. . . . . . . . . $4.125 $3.25 Fourth Quarter . . . . . . . . . . . . . . . . . . . 3.625 3.00 1992: First Quarter . . . . . . . . . . . . . . . . . . . . 5.00 3.125 Second Quarter. . . . . . . . . . . . . . . . . . . . 4.375 3.50 Third Quarter. . . . . . . . . . . . . . . . . . . . 3.75 3.375 Fourth Quarter. . . . . . . . . . . . . . . . . . . . 4.75 3.00 1993: First Quarter . . . . . . . . . . . . . . . . . . . . 5.375 4.00 Second Quarter. . . . . . . . . . . . . . . . . . . . 5.375 3.25 Third Quarter. . . . . . . . . . . . . . . . . . . . 5.25 3.25 Fourth Quarter. . . . . . . . . . . . . . . . . . . . 5.375 4.50 1994: First Quarter . . . . . . . . . . . . . . . . . . . . 4.75 4.25 Second Quarter. . . . . . . . . . . . . . . . . . . . 4.25 3.75 Third Quarter. . . . . . . . . . . . . . . . . . . . 3.875 2.375 Fourth Quarter. . . . . . . . . . . . . . . . . . . . 2.625 1.625 1995: First Quarter . . . . . . . . . . . . . . . . . . . . 2.750 1.875 Second Quarter. . . . . . . . . . . . . . . . . . . . 3.25 2.25 Third Quarter. . . . . . . . . . . . . . . . . . . . 4.00 3.00 Fourth Quarter. . . . . . . . . . . . . . . . . . . . 3.875 2.875 1996: First Quarter. . . . . . . . . . . . . . . . . . . . 3.75 3.00 Second Quarter. . . . . . . . . . . . . . . . . . . . 4.25 3.25 Third Quarter. . . . . . . . . . . . . . . . . . . . 3.875 2.75 As of September 30, 1996, the Company had approximately 1,500 record holders of its common stock. DIVIDEND POLICY The Company has not paid cash dividends in the past and does not expect to do so in the future. SELLING SHAREHOLDERS The 717,000 shares of common stock offered hereby consist of the following: (1) 610,000 shares issued by the Company in a private placement in May 1996 and (2) 107,000 shares issuable by the Company upon exercise of warrants granted to affiliates of Summit Investment Corporation in connection with such private placement (the "Warrant Shares"). The following table sets forth certain information as of October 30, 1996. Unless otherwise indicated, the Selling Shareholders each possess sole voting and investment power with respect to the shares shown.
- ------------------------------------ ----------------------------- ---------------- ================================ NO. OF COMMON STOCK BENEFICIALLY NAME COMMON STOCK BENEFICIALLY SHARES THAT MAY OWNED AFTER OFFERING IF ALL OWNED PRIOR TO OFFERING BE OFFERED SHARES THAT MAY BE OFFERED NO. OF SHARES PERCENT HEREUNDER HEREUNDER ARE SOLD NO. OF SHARES PERCENT - ------------------------------------ ----------------------------- ---------------- ================================ PRIVATE PLACEMENT SHARES Industricorp & Co., Inc. 50,000 1.2% 50,000 - - Pyramid Partners, LP 100,000 2.4% 100,000 - - Perkins Foundation 7,500 * 7,500 - - Richard W. Perkins, Trustee UA dtd 27,500 * 27,000 - - 6/14/78 FBO Richard W. Perkins Pamela L. Brown, Trustee UA dtd 5,000 * 5,000 - - 9/16/88 FBO Pamela L. Brown David R. Weir 10,000 * 10,000 - - Okabena Partnership K 235,000 5.8% 235,000 - - Herrick Family Partners 65,000 1.6% 65,000 - - Pilar R. Tiampo 25,000 * 25,000 - - James J. and Kristy F. Tiampo 25,000 * 25,000 - - Principal Financial Securities, 35,000 * 35,000 - - Inc. Custodian for Michael L. Bochert IRA Rob D. Furst, Jr. 25,000 * 25,000 - - WARRANT SHARES Summit Investment Corporation (1) 60,000 1.5% 60,000 - - G. James Spinner (2) 10,000 * 10,000 - - Robert H. Paymar (2) 10,000 * 10,000 - - Thomas J. Gagner (2) 12,000 * 12,000 - - Thomas P. Niemiec (2) 3,000 * 3,000 - - David J. Rode (2) 12,000 * 12,000 - - ==================================== ========== ============== ================ =============== ================
- ------------------ *Less than 1% (1) Summit Investment Corporation was the underwriter of the Company's initial public offering in September 1991 and the placement agent for the Company's private placements of securities in January 1994 and May 1996. (2) Affiliate or associate of Summit Investment Corporation. See note (1). The registration rights granted to the Selling Shareholders generally provide that the Company and the Selling Shareholders indemnify each other against certain liabilities, including liabilities arising under the Securities Act. The Company and the Selling Shareholders have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable. USE OF PROCEEDS The 717,000 Shares are being offered for the account of Selling Shareholders. The Company will not receive any proceeds from the sale of these Shares of Common Stock. However, upon exercise of the 107,000 Warrant Shares, if all are exercised, the Company will receive proceeds of $417,300 which it intends to apply to working capital. PLAN OF DISTRIBUTION The Selling Stockholders have advised the Company that sales of the Shares may be effected from time to time in transactions (which may include block transactions) in the over-the-counter market, including the Nasdaq SmallCap Market, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, or at negotiated prices. The Selling Shareholders may effect such transactions by selling their Shares directly to purchasers or to or through broker-dealers which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholder and/or the purchasers of such securities for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The Selling Shareholders and any broker-dealers that act in connection with the sale of the Common Stock might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933 (the "1933 Act"). Each of the Selling Shareholders are obligated to comply with certain rules promulgated by the Securities and Exchange Commission designed to prevent manipulative and deceptive practices, including Rules 10b-6 and 10b-7 promulgated under the Securities Exchange Act of 1934. The Selling Shareholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of their securities against certain liabilities, including liabilities arising under the Act. All costs, expenses and fees in connection with the registration of the Common Stock offered by the Selling Shareholders will be borne by the Company. Brokerage commissions, if any, attributable to sale of the Common Stock offered by the Selling Shareholders will be borne by the Selling Shareholders. The Company has agreed to keep this Registration Statement effective until the later of (i) May 18, 1998 or (ii) such time as the securities registered hereunder may be sold without restriction under Rule 144 under the Act. See "Selling Shareholders." LEGAL MATTERS Certain matters with respect to the legality of the issuance and sale of the shares offered hereby will be passed upon for the Company by Leonard, Street and Deinard, Professional Association, Minneapolis, Minnesota. EXPERTS The financial statements of MedAmicus, Inc. as of December 31, 1995 and for the year ended December 31, 1995, incorporated by reference in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995, have been incorporated by reference herein in reliance upon the report of McGladrey & Pullen, LLP, independent certified public accountants, as set forth in their report included therein and incorporated by reference herein, and upon the authority of such firm as experts in audit and accounting. The financial statements of MedAmicus, Inc. as of December 31, 1994 and for each of the years in the two-year period ended December 31, 1994, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, as set forth in their report included therein and incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting. To the extent that McGladrey & Pullen, LLP examines and reports on financial statements of MedAmicus, Inc. issued at future dates, and consents to the use of their reports thereon, such financial statements will also be incorporated by reference herein in reliance upon their reports and said authority. INDEMNIFICATION Unless prohibited in a corporation's articles or bylaws, Minnesota Statutes ss. 302A.521 requires indemnification of officers, directors, employees and agents, under certain circumstances, against judgments, penalties, fines, settlements and reasonable expenses (including attorney's fees and disbursements) incurred by such person in connection with a threatened or pending proceeding with respect to the acts or omissions of such person in his official capacity. The general effect of Minnesota Statutes ss. 302A.521 is to reimburse (or pay on behalf of) directors and officers of the Registrant any personal liability that may be imposed for certain acts performed in their capacity as directors and officers of the Registrant, except where such persons have not acted in good faith. As permitted by the Minnesota Business Corporation Act, the Articles of Incorporation of the Company eliminate the liability of the directors of the Company for monetary damages arising from any breach of fiduciary duties as a member of the Company's Board of Directors (except as expressly prohibited by Minnesota Statutes, Section 302A.251, Subd. 4). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described above, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange 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 is asserted by such director, officer or controlling person in connection with the registration of the Shares, 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. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The table below sets forth the estimated expenses (except the SEC registration fee, which is an actual expense) in connection with the offer and sale of the shares of Common Stock of the registrant covered by this Registration Statement. SEC registration fee. . . . . . . . . . . . . . . . . $ 635.00 Legal fees and expenses . . . . . . . . . . . . . . . 6,000.00 Accounting fees and expenses. . . . . . . . . . . . . 4,000.00 Miscellaneous expenses. . . . . . . . . . . . . . . . 150.00 Total . . . . . . . . . . . . . . . . . . . . . . $10,785.00 All of the above are estimated except for the SEC registration fee. All expenses are being paid by the Company. Item 15. Indemnification of Directors and Officers. Unless prohibited in a corporation's articles or bylaws, Minnesota Statutes ss. 302A.521 requires indemnification of officers, directors, employees and agents, under certain circumstances, against judgments, penalties, fines, settlements and reasonable expenses (including attorney's fees and disbursements) incurred by such person in connection with a threatened or pending proceeding with respect to the acts or omissions of such person in his official capacity. The general effect of Minnesota Statutes ss. 302A.521 is to reimburse (or pay on behalf of) directors and officers of the Registrant any personal liability that may be imposed for certain acts performed in their capacity as directors and officers of the Registrant, except where such persons have not acted in good faith. As permitted by the Minnesota Business Corporation Act, the Articles of Incorporation of the Company eliminate the liability of the directors of the Company for monetary damages arising from any breach of fiduciary duties as a member of the Company's Board of Directors (except as expressly prohibited by Minnesota Statutes, Section 302A.251, Subd. 4). Item 16. Exhibits. 1 Form of Warrant. 4 Specimen, Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-18 (number 33-42112C)). 5 Opinion and Consent of Leonard, Street and Deinard. 24.1 Consent of Leonard, Street and Deinard (included in Exhibit 5). 24.2 Consent of KPMG Peat Marwick LLP 24.3 Consent of McGladrey & Pullen, LLP 25 Power of Attorney (included on signature page) Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offer or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 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; (iii) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 30, 1996. MEDAMICUS, INC. By /s/ James D. Hartman James D. Hartman President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James D. Hartman his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Richard L. Little Director October 30, 1996 - ----------------------------- Richard L. Little /s/ James D. Hartman Director, President, Chief October 30, 1996 - -------------------------- Executive Officer and Chief James D. Hartman Financial Officer (Principal Executive, Financial and Accounting Officer) /s/ Richard W. Kramp Director October 30, 1996 - -------------------------- Richard W. Kramp /s/ Ted K. Schwarzrock Director October 30, 1996 - ---------------------------- Ted K. Schwarzrock /s/ Richard F. Sauter Director October 30, 1996 - ------------------------------- Richard F. Sauter
EX-1 2 No. A-1 Exhibit 1 FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MEDAMICUS, INC. MedAmicus, Inc., a Minnesota corporation (the "Company") hereby agrees that, for value received, Summit Investment Corporation, or assigns, is entitled, subject to the terms set forth herein, to purchase from the Company at any time or from time to time after the date hereof and before 5:00 p.m., Minneapolis, Minnesota time, on January 21, 1999, ________ shares of Common Stock of the Company, subject to adjustment in the number of such shares as set forth herein, at a price per share of $3.90. 1. Definitions. The following terms when used in this Warrant will have the following meanings: "Act" shall mean the United States Securities Act of 1933. "Common Stock" is the authorized $0.01 par value common shares of the Company. "Holder" is the registered holder of this Warrant. "Holders" are all of the registered holders of the Warrants. "Offering Circular" shall mean an offering circular filed pursuant to Regulation A promulgated under the Securities Act of 1933. "Registration Statement" shall mean a registration statement filed under the Securities Act of 1933. "SEC" shall mean the Securities and Exchange Commission. "Warrant" shall mean the warrant evidenced by this document. "Warrants" shall mean all warrants to purchase an aggregate of 107,000 shares of Common Stock issued as of May 13, 1996, of which this Warrant is a part, and designated by a number preceded by the letter "A". 2. Exercise of Warrant. Subject to restrictions which may be set forth herein, the purchase rights exercisable under this Warrant may be exercised, in whole or in part, as follows: (a) by the Holder surrendering this Warrant to the Company at its principal office, accompanied by a duly executed Exercise Form attached hereto and payment, in cash or by certified or bank check payable to the order of the Company, of the purchase price payable in respect of the Common Stock being purchased. (b) by the Holder surrendering this Warrant to the Company at its principal office accompanied by a Cashless Exercise Form attached hereto (a "Cashless Exercise"). In the event of a Cashless Exercise, the Holder may exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of shares of Common Stock exercisable under the portion of the Warrant being exchanged for Common Stock (including the number of shares being acquired in such exchange) by a fraction, the numerator of which shall be the amount by which the then current market price per share of Common Stock exceeds the Exercise Price, and the denominator of which shall be the market price. For purposes of any computation under this Section 2(b), the then current market price per share of Common Stock at any date shall be deemed to be the last sale price of the Common Stock on the business day prior to the date of the Cashless Exercise or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing bid price of the Common Stock as reported by NASDAQ, or other similar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market price of the Common Stock as determined by the Board of Directors. (c) If less than all of the Common Stock purchasable under this Warrant is purchased, the Company will, upon such exercise, execute and deliver to the Holder a new warrant (dated the date thereof) evidencing the number of shares of the Common Stock not so purchased. As soon as practicable after the exercise of this Warrant and payment of the purchase price, the Company will cause to be issued in the name of and delivered to the Holder, or as such Holder may direct, a certificate or certificates representing the shares purchased. The Company may require that such certificate or certificates contain on the face thereof a legend substantially as follows: "The transfer of the shares represented by this certificate is restricted pursuant to the terms of a Warrant to Purchase Shares of Common Stock dated ___________________, 1996, issued by MedAmicus, Inc. a copy of which is available for inspection at the offices of MedAmicus, Inc. Transfer may not be made except in accordance with the terms of the Warrant. In addition, no sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a Registration Statement under the Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares." This Warrant must be exercised with respect to at least 500 shares of the Common Stock purchasable hereunder, unless a lessor number of shares of Common Stock then remain exercisable, in which case it must be exercised with respect to such lessor number. 3. Transferability; Negotiability. This Warrant may only be sold, assigned, hypothecated or otherwise transferred subject to the terms of this Section 3 and Section 5 hereof. This Warrant is issued upon the following terms, to which each taker or owner hereof consents and agrees: (a) Subject to the subparagraph (b) below, any person in possession of this Warrant properly endorsed, is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a Holder in due course. Each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such Holder in due course, and every such Holder in due course shall acquire absolute title hereto and to all rights represented hereby. (b) Until this Warrant is transferred on the books of the Company, the Company may treat the Holder of this Warrant as absolute owner hereof for all purposes without being affected by any notice to the contrary. 4. Adjustment of Purchase Price; Reorganization. (a) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and each share of Common Stock purchasable upon exercise of the Warrant shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination or dividend payable in Common Stock. (b) No fractional shares of Common Stock are to be issued upon the exercise of the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. (c) In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Holder shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the Holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation or merger, the Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of the Warrant had the Warrant been exercised. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. (d) When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price; and (i) Prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (ii) Cause a copy of such statement to be mailed to the Holder as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred. 5. Investment Intent. The issuance of the shares of Common Stock issuable upon exercise of the Warrant has not been registered under the Act or any applicable state law. The Warrant is issued to the Holder on the condition that the Warrant and any Common Stock purchased upon exercise of the Warrant (excepting Common Stock for which a Notification under Regulation A or a Registration Statement has been filed and declared effective and for which such exercise may be effected pursuant to registration or an exemption from registration under any applicable state law) are or will be purchased for investment purposes and not with an intent to distribute the same. Prior to making any disposition of the Warrant or of any Common Stock purchased upon exercise of the Warrant, the Holder will give written notice to the Company describing briefly the manner of any such proposed disposition. The Holder will not make any such disposition, until and unless (i) the Company has notified him that, in the opinion of its counsel, registration under the Act and any applicable state law is not required with respect to such disposition, or (ii) a Notification under Regulation A or a Registration Statement covering the proposed distribution has been filed by the Company and has become effective and applicable state laws relating to registration are complied with. Upon receipt of written notice from the Holder with respect to such proposed distribution, the Company will use its best efforts, in consultation with the Holder's counsel, to ascertain as soon as possible whether or not registration is required, and will advise the Holder promptly with respect thereto. 6. Registration Upon Request. (a) Upon written request of the Holder as provided hereunder given prior to January 21, 1999, the Company will, on a one time basis after (six months), promptly proceed to file a Registration Statement or, at the Holder's election, an Offering Circular pursuant to Regulation A under the Securities Act of 1933, covering the offering and sale of the Common Stock purchased or purchasable by the Holder under the terms of this Warrant, at the Holder's option, (i) by the Company to the Holder, and/or (ii) by the Holder in a public distribution as described in the request. At the earliest possible date following such request the Company will diligently proceed to use its best efforts to (x) have such Registration Statement or Offering Circular become effective with the SEC, and (y) have such Common Stock, or the offer and sale thereof, registered or qualified in such states as may be reasonably requested by the Holder. The Company will provide Holder's counsel with reasonable opportunities to review and comment on, and otherwise participate in, the preparation of such Registration Statement or Offering Circular. (b) Notwithstanding anything to the contrary herein, and except where the Company in its sole discretion otherwise permits, no request under this Section 6 shall be effective unless made in writing by any one or more of the Holders of the Warrants (and/or shares of Common Stock issued upon exercise of such Warrants) covering more than 55,000 shares of the Common Stock (subject to adjustment as provided in Section 4 hereof). Upon effectiveness of a Registration Statement or Offering Circular which covers the offer and sale of the shares of Common Stock purchased or purchasable upon the exercise of this Warrant in accordance with a valid request by Holders of the Warrants under this Section 6, the rights under this Warrant of any and all Holders to make such request or election shall terminate. The Company will mail to the record Holder, at the last known post office address, written notice of any exercise of the rights granted under this Section 6, by certified mail, and each Holder shall have thirty (30) days from the date of deposit of such notice in the U.S. Mail to notify the Company in writing whether such Holder wishes to join in such exercise. Each purchaser or transferee of a portion of this Warrant is responsible to determine whether his rights under this Section 6 have been terminated by such an exercise. Any Warrants issued upon transfers subsequent to such an exercise shall have all of the provisions under this Section 6 deleted. 7. Inclusion in Registration Statement. If prior to January 21, 1999, the Company shall propose to file a Registration Statement (other than on Forms S-4 or S-8, or any other similarly inappropriate form) under the Act covering a public offering of the Company's Common Stock, it will notify the Holder at least thirty (30) days prior to such filing and will include in the Registration Statement and in any application to register or qualify Common Stock under state securities laws (to the extent permitted by applicable regulation), the Common Stock purchased or purchasable by the Holder upon the exercise of the Warrant, at the Holder's option, (i) by the Company to the Holder, and/or (ii) by the Holder in a public distribution, to the extent requested by the Holder, but, in any event, with respect to not less than twenty percent (20%) of the shares of Common Stock purchasable by the Holder upon exercise of the Warrant. Notwithstanding the foregoing, the Company need not include the Common Stock so purchased or purchasable in any such Registration Statement if the principal underwriter with respect to such proposed public offering determines in writing, and has a reasonable basis for determining, that such inclusion would be inadvisable or detrimental to the success of that offering. The Company will provide Holder's counsel with reasonable opportunities to review and comment on, and otherwise participate in, the preparation of the Registration Statement. If the Registration Statement filed pursuant to such thirty (30) day notice has not become effective within six months following the date such notice is given to the Holder, the Company must again notify such Holder in the manner provided above. The obligations of the Company to include the shares purchased or purchasable under the Warrant in a Registration Statement pursuant to this Section 7, shall terminate if on the last day on which this Warrant may be exercised, the Company would not have been obligated to provide the Holder with thirty (30) days notice as provided in this Section 7. 8. Registration - General Provisions. (a) In the event Common Stock owned by the Holder is included in a Registration Statement as provided in Section 6 or Section 7, the Company will furnish the Holder with a reasonable number of copies of any prospectus included in such filings and will amend or supplement the same as required during the period of required use thereof, provided that the Company need not maintain the effectiveness of any Registration Statement filed by the Company, more than nine (9) months following the effective date thereof. (b) In the case of the filing of any Registration Statement, and to the extent permissible under the Act and controlling precedent thereunder, the obligations of the Company under Section 6 and Section 7 shall be subject to (i) the Holder entering into cross indemnification agreements with the Company and, if requested and applicable, the underwriter(s) named in such Registration Statement, in customary scope covering the accuracy and completeness of the information furnished by each and (ii) the Holder agreeing to cooperate with the Company in the preparation and filing of any such Registration Statement. (c) The Company shall pay all Registration Expenses (as defined below) in connection with the inclusion of Common Stock in any Registration Statement or Offering circular, or application to register or qualify Common Stock under state securities laws, filed by the Company under Section 6 or 7, other than as set forth herein. For purposes of this Agreement, the term "Registration Expenses" means the filing fees payable to the SEC, any state agency and the National Association of Securities Dealers, Inc.; the fees and expenses of the Company's legal counsel and independent certified public accountants in connection with the preparation and filing of the Registration Statement or Offering Circular (and all amendments and supplements thereto) with the SEC (provided that fees and expenses relating to the Company's independent public accountants shall be limited to the fees and expenses relating to (i) audited financial statements which are dated as of the end of the Company's fiscal year, (ii) unaudited financial statements which are dated as of the end of any fiscal quarter of the Company, and (iii) audited or unaudited financial statements otherwise prepared or required to be prepared by the Company for its own business or regulatory compliance purposes); and all expenses relating to the printing of the Registration Statement, Offering Circular, prospectuses and various agreements executed in connection with the Registration Statement or Offering Circular. The Holder will pay the fees and expenses of any legal counsel Holder may engage, as well as Holder's proportionate share of (i) any commissions or expense allowances which may be payable to any underwriter, and (ii) any filing fees payable with respect to the registration or qualification of the Holder's Common Stock with any state administrative agency as requested by the Holder pursuant to Section 6 or 7. 9. Notices. The Company shall mail to the registered Holder of the Warrant, at his last post office address appearing on the books of the Company, not less than fifteen (15) days prior to the date on which (i) a record will be taken for the purpose of determining the holders of Common Stock entitled to dividends (other than cash dividends) or subscription rights, or (ii) a record will be taken (or in lieu thereof, the transfer books will be closed) for the purpose of determining the holders of Common Stock entitled to notice of and to vote at a meeting of shareholders at which any capital reorganization, reclassification of shares of Common Stock, consolidation, merger, dissolution, liquidation, winding up or sale of substantially all of the Company's assets shall be considered and acted upon. Notwithstanding such notice requirements, until exercise and payment therefor, any Holder shall not be deemed a shareholder of the Company with respect to shares of Common Stock underlying this Warrant. 10. Reservation of Common Stock. A number of shares of Common Stock sufficient to provide for the exercise of the Warrant upon the basis herein set forth shall at all times be reserved for the exercise thereof. 11. Miscellaneous. Whenever reference is made herein to the issue or sale of shares of Common Stock, the term "Common Stock" shall include any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act of deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company, but will, at all times in good faith, assist, insofar as it is able, in the carrying out of all provisions hereof and in the taking of all other action which may be necessary in order to protect the rights of the Holder against dilution. Upon written request of the Holder, the Company will promptly provide such Holder with a then current written list of the names and addresses of all Holders of Warrants originally issued under the terms of, and concurrent with, this Warrant. The representations, warranties and agreements herein contained shall survive the exercise of this Warrant. References to the "Holder" includes the immediate Holder of shares of Common Stock purchased on the exercise of this Warrant. All shares of Common Stock or other securities issued upon the exercise of the Warrant shall be validly issued, fully paid and nonassessable. IN WITNESS WHEREOF, this Warrant has been duly executed by MedAmicus, Inc. as of the ______ day of ________________, 1996. MEDAMICUS, INC. By ______________________________ Its President EXERCISE FORM (To Be Signed Only Upon Exercise Of Warrant Pursuant To Section 2(a)) TO MEDAMICUS, INC.: The undersigned Holder hereby irrevocably elects to exercise the purchase right represented by the accompanying Warrant No. ______ for, and to purchase thereunder, *___________________ shares of the Common Stock and herewith makes payment of $________________ therefor. Please issue a certificate for such Common Stock in the name of: Name __________________________________________________________________ Address _______________________________________________________________ Social Security No. ___________________________________________________ Signature _____________________________________________________________ (Signature must correspond in all respects with the name of the Holder appearing on the face of this Warrant or with the name of the assignee appearing in the Assignment accompanying this Exercise Form.) In the presence of: - ---------------------------------------- Capitalized terms contained in this Exercise Form shall have the same meanings as set forth in the Warrant. * Insert here all or such portion of the number of shares called for on the face of the within Warrant with respect to which the holder desires to exercise the purchase right represented thereby, without adjustment for any other or additional stock, other securities, property or cash which may be deliverable on such exercise. Dated: _______________________, 199__. CASHLESS EXERCISE FORM (To Be Signed Only Upon Exercise Of Warrant Pursuant To Section 2(b)) TO MEDAMICUS, INC.: The undersigned Holder hereby irrevocably elects to exchange Warrants exercisable for *____________ shares ("Warrant Shares") of Common Stock purchasable upon the exercise of the accompanying Warrant No. ______ for *___________________ shares of the Common Stock pursuant to the Cashless Exercise provisions of the accompanying Warrant, as provided for in Section 2(b) of such Warrant, and for such purpose hereby sell, assign and transfer unto the Company the accompanying Warrant No. _____ with respect to *____________ Warrant Shares, together with all rights, title and interest therein, and does appoint ______________________ attorney to transfer and/or cancel said Warrant on the books of the Company, with full power of substitution in the premises. Please issue a certificate for such Common Stock in the name of: Name __________________________________________________________________ Address _______________________________________________________________ Social Security No. ___________________________________________________ Signature _____________________________________________________________ (Signature must correspond in all respects with the name of the Holder appearing on the face of this Warrant or with the name of the assignee appearing in the Assignment accompanying this Exercise Form.) In the presence of: - ---------------------------------------- Capitalized terms contained in this Cashless Exercise Form shall have the same meanings as set forth in the Warrant. * Insert here all or such portion of the relevant number of Warrant Shares which are being delivered for cancellation (including both the Warrant Shares being cancelled in payment and the Warrant Shares being cancelled as the result of the issuance of the underlying shares), without adjustment for any other or additional stock, other securities, property or cash which may be deliverable on such exercise. Dated: _______________________, 199__. ASSIGNMENT FORM (TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT) For value received, the undersigned hereby sells, assigns and transfers unto _________________________ the right represented by the within warrant to purchase _______________ of the shares of common stock of MedAmicus, Inc. to which the within warrant relates, and appoints ______________________________ attorney to transfer said right on the books of MedAmicus, Inc. with full power of substitution in the premises. Dated: _______________________ ______________________________ (Signature must conform in all respects to the name of holder as specified on the face of the warrant) ______________________________ (Address) ______________________________ (City - State - Zip) In the presence of: - ------------------------------ EX-5 3 November 8, 1996 (612) 335-1517 MedAmicus, Inc. 15301 Highway 55 West Plymouth, MN 55447 RE: MEDAMICUS, INC. REGISTRATION STATEMENT ON FORM S-3 Gentlemen: We have acted as counsel to MedAmicus, Inc., a Minnesota corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (the "Registration Statement") relating to the registration of 610,000 shares of common stock par value $.01 per share (the "Shares"), of the Company and 107,000 shares issuable upon exercise of outstanding Warrants (the "Warrant Shares"). As such counsel, we have examined copies of the Articles of Incorporation and Bylaws of the Company, each as amended to date, minutes of various meetings of the Board of Directors of the Company and the original or copies of all such records of the Company and all such agreements, certificates of public officials, certificates of officers and representatives of the Company and others, and such other documents, papers, statutes and authorities as we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies thereof. As to various questions of fact material to such opinion, we have relied upon statements and certificates of officers and representatives of the Company and others. Based upon the foregoing, we are of the opinion that the Shares are, and will be when sold in accordance with the Registration Statement, legally issued, fully paid and nonassessable and that the Warrant Shares, when issued in accordance with the respective warrants and payment therefor, will be legally issued, fully paid and nonassessable. We hereby consent to the reference to our firm under the caption "Legal Matters" in the Prospectus which constitutes a part of the Registration Statement. We further consent to your filing a copy of this opinion as an exhibit to said Registration Statement. Very truly yours, LEONARD, STREET AND DEINARD By Mark S. Weitz EX-24.2 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 24.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors MedAmicus, Inc.: We consent to incorporation by reference in the Registration Statement on Form S-3 of MedAmicus, Inc. of our report dated February 17, 1995, relating to the balance sheet of MedAmicus, Inc. as of December 31, 1994, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the two year period then ended, which report appears in the December 31, 1995 annual report on Form 10-KSB of MedAmicus, Inc. and to the reference to our firm under the heading "Experts" therein. KPMG Peat Marwick LLP Minneapolis, Minnesota November 12, 1996 EX-24.3 5 CONSENT OF INDEPENDENT AUDITORS Exhibit 24.3 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholders MedAmicus, Inc. Minneapolis, Minnesota We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report, dated February 1, 1996, except for Note 12 as to which the date is March 8, 1996, which report was incorporated by reference in the Company's Annual Report on form 10-KSB for the year ended December 31, 1995, relating to the financial statements of MedAmicus, Inc., and to the reference to our Firm under the caption "Experts" in the Prospectus. McGLADREY & PULLEN, LLP Minneapolis, Minnesota November 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----