-----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, Hsmoxp5dtCWP0NLlLjIWlf11DLe+z5ALN8WzREF2nf7Lk6byNxc9i4KdpQxneOSl +dRNuFrH19BrRoFYqM3FGQ== 0001133884-01-500489.txt : 20010816 0001133884-01-500489.hdr.sgml : 20010816 ACCESSION NUMBER: 0001133884-01-500489 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEI MEDICAL SYSTEMS CO INC /DE/ CENTRAL INDEX KEY: 0000851478 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 710455756 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17885 FILM NUMBER: 1713905 BUSINESS ADDRESS: STREET 1: 100 HOLLISTER ROAD STREET 2: STE 2500 CITY: TETERBOR STATE: NJ ZIP: 07608 BUSINESS PHONE: 2017274900 MAIL ADDRESS: STREET 1: 100 HOLLISTER ROAD CITY: TETERBOR STATE: NJ ZIP: 07608 FORMER COMPANY: FORMER CONFORMED NAME: BEI ELECTRONICS INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 g10qa-25419.txt 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . ------- ------- Commission file number 0-17885 BEI MEDICAL SYSTEMS COMPANY, INC. (Exact name of Registrant as specified in its charter) Delaware 71-0455756 - ---------------------------- ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 100 Hollister Road Teterboro, New Jersey 07608 --------------------------- (Address of principal executive offices) (201) 727-4900 -------------- (Registrant's telephone number) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock: $.001 Par Value, 7,714,905 shares as of August 1, 2001 EXPLANATORY NOTE: BEI Medical Systems Company, Inc. hereby amends its Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 to file Exhibit 3.1 which was not filed with the Quarterly Report on Form 10-Q filed on August 13, 2001: Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Certificate of Amendment of Certificate of Incorporation of BEI Medical Systems Company, Inc. (b) Reports on Form 8-K (i) The Company filed a Form 8-K Report dated April 20, 2001, reporting the receipt of approval from the FDA to market the HTA in the United States. SIGNATURES 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 on August 14, 2001. BEI Medical Systems Company, Inc. By: /s/ Thomas W. Fry ----------------------------------- Thomas W. Fry Vice President of Finance and Administration, Secretary and Treasurer (Chief Financial Officer) INDEX TO EXHIBITS Exhibit Number ------ 3.1 Certificate of Amendment of Certificate of Incorporation of BEI Medical Systems Company, Inc. EX-3.(I) 3 gex3_1-25419.txt EX-3.(I) CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BEI MEDICAL SYSTEMS COMPANY, INC. BEI MEDICAL SYSTEMS COMPANY, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: The name of this corporation is BEI MEDICAL SYSTEMS COMPANY, INC. SECOND: The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 27, 1974. THIRD: The following amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the "General Corporation Law") pursuant to resolutions duly adopted by the Board of Directors of this corporation, and was approved by the stockholders of this corporation as provided in Sections 212 and 216 of the General Corporation Law. FOURTH: Article FOURTH of the Certificate of Incorporation is hereby deleted in its entirety and replaced with the following: "FOURTH: The corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock. The total number of shares which this corporation is authorized to issue is Thirty-Five Million (35,000,000). Five Million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth cent ($.001). Thirty Million (30,000,000) shares shall be Common Stock, each having a par value of one-tenth cent ($.001). The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by filing a certificate pursuant to the applicable law of the State of Delaware (a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, including but not limited to the fixing or alteration of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series." 1. IN WITNESS WHEREOF, BEI MEDICAL SYSTEMS COMPANY, INC. has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President and Secretary this 13TH day of July, 2001. ----- BEI MEDICAL SYSTEMS COMPANY, INC. /s/ Richard W. Turner --------------------------------- Richard W. Turner President Attest: /s/ Thomas W. Fry - --------------------------- Thomas W. Fry Secretary 2. -----END PRIVACY-ENHANCED MESSAGE-----