As filed
with the Securities and Exchange Commission on May 6, 2010 Registration No.
333-____
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ARRHYTHMIA
RESEARCH TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
72-0925679
|
|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number ) |
25 Sawyer
Passway, Fitchburg, MA 01420; (978) 345-5000
(Address,
including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
ARRHYTHMIA
RESEARCH TECHNOLOGY, INC. 2010 EQUITY INCENTIVE PLAN
(Full
Title of the Plan)
David A.
Garrison
Executive
Vice President and Chief Financial Officer
Arrhythmia
Research Technology, Inc.
25 Sawyer
Passway
Fitchburg,
MA 01420
(Name and
address of Agent for Service)
(978)
345-5000
(Telephone
number, including area code, of agent for service)
Copies
to:
|
Kathleen
L. Cerveny, Esq.
Ellenoff
Grossman & Schole LLP
1133
Connecticut Ave., 11
th
Floor
Washington,
DC 20036
(202)
719-8919
Facsimile: (202)
478-1640
|
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated file, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
[ ] Large accelerated
filer
[ ] Accelerated
filer
[ ] Non-accelerated filer
(Do not check if a smaller reporting company)
[X] Smaller reporting
company
CALCULATION
OF REGISTRATION FEE
|
Title
Of Securities
To
Be Registered
|
Amount
To
Be
Registered
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
Of
Registration
Fee
|
|
Common
Stock, $.01 par value
|
500,000
shares (1)
|
$
6.49 (2)
|
$
3,245,000 (2)
|
$231.37
|
|
Common
Stock, $.01 par value
|
500,000
shares (3)
|
(3)
|
(3)
|
(4)
|
|
Total
|
$125.87
(5)
|
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, an indeterminate
amount of additional shares of common stock, which may become issuable
pursuant to the anti-dilution provisions of the 2010 Equity Incentive Plan
(the “Plan”) are also being registered hereunder. The shares
being registered consist of the following shares which may be issued and
reoffered and resold from time to time under the Plan: (a) 400,000 shares
plus (b) 100,000 shares registered on Form S-8 (File No. 333-130678) which
registration statement is incorporated herein by reference. No
shares have been issued under the Plan as of the date
hereof.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee, pursuant to
Rule 457(c) and (h)(1) under the Securities Act of 1933, as
amended. The price per share and aggregate offering price are
based on the average of the high and low prices of Registrant’s Common
Stock as reported on the NYSE Amex Exchange on May 4,
2010.
|
|
(3)
|
Represents
the same shares described in the line above, which may be resold by the
holder.
|
|
(4)
|
Pursuant
to Rule 457(h)(3), no additional fee is payable since the Shares, which
may be offered for resale, are the same shares being registered hereby
upon their initial issuance pursuant to the
Plan.
|
|
(5)
|
The
registration fee includes $105.50 previously paid on Registration No.
333-130678.
|
EXPLANATORY
NOTE
This
Registration Statement registers 500,000 shares of common stock of Arrhythmia
Research Technology, Inc. (the “Company”) to be offered pursuant to the
Company’s 2010 Equity Incentive Plan (the “2010 Plan”). No shares
have been issued under the 2010 Plan as of the date hereof.
The
materials which follow Part I, up to but not including the page beginning Part
II of this Registration Statement, constitutes a reoffer prospectus, prepared in
accordance with the requirements of Part I of Form S-3, in accordance with
General Instruction C of Form S-8. The reoffer prospectus may be
utilized for the reoffer and resale of up to 500,000 shares of common stock to
the extent acquired by certain affiliates of the Company pursuant to the 2010
Plan. The amount of securities to be offered or resold by means of
the reoffer prospectus by the designated selling securityholders may not exceed,
during any three month period, the amount specified in Rule 144(e).
PART
I
ITEM 1.
PLAN INFORMATION
The
Company will send or give document(s) containing the information specified in
Part I to participants as specified by Rule 428(b)(1). These
documents are not required to be filed as part of this registration
statement.
|
ITEM 2.
|
REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
|
Upon
written or oral request by a participant in the 2010 Plan, the Company will
provide any of the documents incorporated by reference into the Section 10(a)
prospectus, without charge. Any document required to be delivered to
the participants pursuant to Rule 428(b) will also be delivered without
charge.
PROSPECTUS
ARRHYTHMIA
RESEARCH TECHNOLOGY, INC.
500,000
Shares of Common Stock, Par Value $0.01 Per Share
Issuable
Pursuant to the 2010 Equity Incentive Plan
This
prospectus covers up to 500,000 shares (the “Shares”) of common stock, par value
$.01 par share (the “Common Stock”), of Arrhythmia Research Technology, Inc., a
Delaware corporation (the “Company”). Such Shares have been or may be acquired
by certain persons who may be deemed to be affiliates of the Company, including
employees, officers, directors and consultants to the Company. Such
persons are referred to herein as the selling securityholders under the
Arrhythmia Research Technology, Inc. 2010 Equity Incentive Plan of the Company
(the “2010 Plan”). Securities issued under the 2010 Plan to affiliates will be
deemed “control securities” under Rule 144. In connection with such
resales or reoffers for sale, certain employees, officers, directors of the
Company and the brokers through whom such Shares may be sold may be deemed to be
“underwriters” as that term is defined in Section 2(11) of the Securities Act of
1933, as amended (the “Securities Act”). See “The Offering.”
The
Company’s Common Stock is currently traded on the NYSE Amex Exchange, or NYSE
Amex, under the symbol “HRT.” On May 4, 2010, the closing sale price
of the Common Stock was $ 6.98.
The
Shares may be offered by the selling securityholders from time to time through
or to brokers on the NYSE AMEX, in the over-the-counter market or otherwise at
prices acceptable to the selling securityholders. The Company will not receive
any of the proceeds from the sale of the Shares pursuant to this prospectus. All
costs incurred in connection with the registration of the Shares are being borne
by the Company. See “The Offering.”
AN
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
SEE
RISK FACTORS BEGINNING ON PAGE 10.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of the
prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is May 6, 2010.
AVAILABLE
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and under those requirements, it
files reports and other information with the Securities and Exchange Commission
(the “SEC”). The SEC maintains a website on the Internet that contains reports,
proxy and information statements and other information regarding registrants,
including our company, that file electronically with the SEC. The SEC’s website
address is www.sec.gov. In addition, the Company’s Exchange Act filings may be
inspected and copied at the SEC Public Reference Room located at 100 F Street,
N.E., Washington, DC 20549. Copies of the material may also be obtained upon
request and payment of the appropriate fee from the Public Reference Room of the
SEC located at 100 F Street, N.E., Washington, DC 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
This
prospectus is a part of a registration statement on Form S-8 (together with all
amendments and exhibits referred to as the registration statement) filed by the
Company with the SEC under the Securities Act of 1933, as amended (the
“Securities Act”). This prospectus omits certain of the information contained in
the registration statement, and reference is hereby made to the registration
statement for further information with respect to the Company and the shares
offered. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the registration statement or otherwise filed
with the SEC are not necessarily complete, and in each instance reference is
made to the copy of such document as filed. Each such statement is qualified in
its entirety by such reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents filed with the SEC are hereby incorporated by reference in
this prospectus:
|
·
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, filed
with the SEC on March 10, 2010;
|
|
·
|
Current
Reports on Form 8-K filed with the SEC on May 5,
2010;
|
|
·
|
Quarterly
Report on Form 10-Q filed with the SEC on May 4, 2010;
and
|
|
·
|
The
description of the Company’s Common Stock contained in the Company’s
Registration Statement on Form 8-A, filed with the SEC on February 12,
1992, including any amendment or reports filed for the purpose of updating
such description.
|
All
reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the
date of filing of such reports and other documents.
You may
request a copy of these filings, at no cost, by writing to David A. Garrison,
Executive Vice President and Chief Financial Officer, Arrhythmia Research
Technology, Inc., 25 Sawyer Passway, Fitchburg, MA 01420, or by calling him at
(978) 345-5000.
THE
COMPANY
Company
Overview
Arrhythmia
Research Technology, Inc., a Delaware corporation (“ART”), is engaged in the
development of medical software, which analyzes electrical impulses of the heart
to detect and aid in the treatment of potentially lethal arrhythmias. ART’s
patented product consists of signal-averaging electrocardiographic (SAECG)
software named the PREDICTOR™ series.
Our SAECG
product is currently used in a National Institutes for Health (“NIH”) funded
investigation into “Risk Stratification in MADIT II Type Patients.” At the
completion of this study and assuming favorable study results, ART expects to
establish additional licensing contracts with original equipment manufacturers
for this product.
Sudden
cardiac death afflicts over 300,000 individuals in the United States each year.
Most sudden cardiac deaths are due to sustained ventricular tachycardia
(abnormally rapid heartbeat) or ventricular fibrillation (very fast, completely
irregular heartbeat). Ventricular late potentials may indicate a risk of
life-threatening ventricular arrhythmias. The SAECG process enables late
potentials to be amplified and enhanced, while eliminating undesired electrical
noise, allowing for clinical interpretation of that risk. Rather than having a
direct sales force, our efforts are focused on marketing ART’s product through
licensing to original equipment manufacturers. Although, there were no sales or
licensing of the software in 2009 or 2008, ART licensed the PREDICTOR software
in early 2010.
ART’s
wholly owned subsidiary, Micron Products, Inc., a Massachusetts corporation
(“Micron”), is a manufacturer and distributor of silver plated and non-silver
plated conductive resin sensors (“sensors”) used in the manufacture of
disposable integrated electrodes constituting a part of electrocardiographic
diagnostic and monitoring instruments. Micron also acts as a
distributor of metal snap fasteners (“snaps”), another component used in the
manufacture of disposable electrodes. The sensors are a critical
component of the signal pathway in many different types of disposable
electrodes. For example, the disposable electrodes used to capture the electric
impulses of the heart and enable the analysis of late potentials require sensors
which provide for an accurate, low noise signal to be transmitted to the
monitoring device. Micron also manufactures and sells or leases
electrode assembly machines to its sensor and snap customers.
|
ART’s
wholly owned subsidiary, Micron Products, Inc., a Massachusetts
corporation (“Micron”), is a manufacturer and distributor of silver plated
and non-silver plated conductive resin sensors (“sensors”) used in the
manufacture of disposable integrated electrodes constituting a part of
electrocardiographic diagnostic and monitoring
instruments. Micron also acts as a distributor of metal snap
fasteners (“snaps”), another component used in the manufacture of
disposable electrodes. The sensors are a critical component of
the signal pathway in many different types of disposable electrodes. For
example, the disposable electrodes used to capture the electric impulses
of the heart and enable the analysis of late potentials require sensors
which provide for an accurate, low noise signal to be transmitted to the
monitoring device. Micron also manufactures and sells or leases
electrode assembly machines to its sensor and snap
customers.
|
|
| Figure 1: Schematic of Integrated ECG Electrode |
Micron is
one of a few companies providing silver / silver-chloride sensors to the medical
device industry. Micron’s customers manufacture monitoring and
transmitting electrodes which are utilized in a variety of bio-feedback and
bio-stimulation applications including, among many others, electrocardiograms
(ECG’s), electroencephalograms (EEG’s), electro-muscular stimulation (EMS), and
thermo-electrical neural stimulation (TENS). Micron also produces
high volume precision plastic products. These high volume products
leverage the production skills for the resin sensors while providing a
diversification from the dependence on a single product line.
Micron
Integrated Technologies (“MIT”), a division of Micron formed in January 2006,
specializes in the production of metal and plastic components and assemblies for
the medical and defense industries. In 2009, in order to better
leverage the high quality manufacturing of its New England Molders (“NEM”)
division’s plastic production capacity and its Leominster Tool Division’s
(“LTD”) metal machining capabilities, Micron began marketing these divisions as
a complete source of custom manufacturing. The custom manufacturing arm of
Micron, MIT provides its customers with a comprehensive portfolio of value-added
manufacturing, design and engineering services, and complete product life cycle
management: from concept to product development, prototyping, and volume
production.
PRODUCTS
The
following table sets forth for the periods specified, the revenue derived from
the products of ART and its subsidiary Micron (collectively the
"Company"):
|
Year
Ended December 31,
|
||||||||||||||||
|
2009
|
%
|
2008
|
%
|
|||||||||||||
|
Sensors
|
$ | 8,837,180 | 42 | $ | 9,398,287 | 42 | ||||||||||
|
Subassembly
and metal component manufacturing
|
7,252,081 | 34 | 7,384,790 | 33 | ||||||||||||
|
Custom
injection molding
|
1,795,490 | 8 | 2,067,213 | 9 | ||||||||||||
|
Custom
manufactured metal medical devices
|
1,568,808 | 7 | 1,186,435 | 5 | ||||||||||||
|
Injection
molding tooling
|
629,595 | 3 | 1,478,970 | 7 | ||||||||||||
|
High
volume precision molded products
|
353,326 | 2 | 507,088 | 2 | ||||||||||||
|
Snaps
and snap machines
|
305,930 | 2 | 203,562 | 1 | ||||||||||||
|
Other
products
|
397,364 | 2 | 255,874 | 1 | ||||||||||||
|
Total
|
$ | 21,139,774 | 100 | $ | 22,482,219 | 100 | ||||||||||
Sensors
Micron is
a manufacturer and distributor of silver-plated and non-silver plated conductive
resin sensors for use in the manufacture of disposable electrodes for ECG
diagnostic, monitoring and related instrumentation. The type of sensor
manufactured by Micron consists of a molded plastic substrate plated with a
silver / silver chloride surface, which is a highly sensitive conductor of
electrical signals. Silver / silver chloride-plated disposable electrodes are
utilized in coronary care units, telemetry units, and for other monitoring
purposes. In addition to the traditional ECG tests, disposable
electrodes incorporating Micron’s sensors are used in connection with stress
tests, holter monitoring, and event recorders.
Micron
also manufactures sensors and conductive plastic studs used in the manufacture
of radio translucent electrodes. The radio translucent conductive plastic studs
are manufactured with uniquely engineered resin to enable electrical
conductivity between the sensor and the recording instrument without the use of
a metal snap. The radio translucent electrodes are virtually invisible to X-rays
and are preferred in some medical environments such as nuclear medicine, cardiac
catheterization laboratories, and certain stress procedures. Micron
also manufactures the mating conductive resin snaps, which replace traditional
metal snap fasteners in the radio translucent applications.
Other
custom designed sensors are manufactured for specific unique applications in the
EEG, EMG or TENS markets. Recent growth in the volume of highly engineered EEG
sensors reflects the increasing demand for non-invasive measuring of
neurological impulses. Micron’s strength in design and low cost manufacturing
enables customers to grow into unique niche medical applications and
electrophysiological monitoring with custom designed sensors.
High
Volume Precision Molded Products
Micron
also sells high volume precision custom molded component parts. Sales in these
high volume molded products diversify the Company’s existing product lines while
utilizing previously unused manufacturing capacity. To defray the customer’s
upfront tooling costs and remain competitive with global competition, some high
volume customers require the financing of a customer specific tool over several
years. The cost of the tool is guaranteed by the customer and repaid
over time as the molded product is shipped.
Snaps
and Snap Machines
Metal
Snap Fasteners
Metal
snap fasteners are used as an attachment and conductive connection between the
disposable electrode and the lead wires of an ECG machine. Micron purchases the
metal snap fasteners for resale from multiple suppliers and performs additional
quality assurance tests, repackages and stocks these snap fasteners for its
customers who purchase the snaps in addition to Micron’s sensors.
High
Speed Electrode Assembly Machine
Certain
manufacturers of disposable medical electrodes use the Company’s attaching
machines in the assembly of sensors and snaps into disposable electrodes.
Manufacturing, leasing, selling, and providing replacement parts to medical
sensor and snap application machines provides Micron with a complementary
product to sell to existing sensor and snap customers. As a value added service,
a technician can be dispatched to troubleshoot and improve the performance of
the customers’ fully automated electrode assembly production lines.
Other
Products and Services
Custom
Injection Molding
The
diversification of custom molding has increased production flexibility, and
dramatically expanded the capability to produce an increased size and complexity
of products. From consumable medical products to medical equipment components,
the MIT division has decreased Micron’s dependence on sensor production for
manufacturing growth. In order to leverage the division’s thermoplastic
injection molding capabilities, the division has expanded into other value added
services including packaging, assembly with outsourced and internally produced
metal components, clean room manufacturing, and specialty coatings.
Defense
industry subassembly and metal component manufacturing
The
MIT division’s product life cycle management program is focused on the
integration of plastic and metal components into subassemblies. The value added
service of in house production capabilities combined with a network of
subcontracted specialty coatings, metallurgical treatments, and unique
production capabilities has diversified this product line to include defense
industry consumables and equipment subassemblies.
Injection
Molding Tooling
The
design, manufacture, and rehabilitation of injection molding tools for the
customer is part of the service package provided by the MIT division. The
division also provides cost savings to Micron by vertically integrating mold
making and repair into the structure of Micron’s sensor and custom injection
molding businesses. The Company’s engineers and mold designers work with
customers’ product development engineers to design and produce unique tooling
for their products. MIT’s expertise in cost effective manufacturing creates a
sustainable partnership with the customers as prototyped parts move to full
scale production. The design and manufacture of tooling is a leading indicator
of future product revenue. The division continues to generate revenues from
other customers for similar industrial applications such as metal die casting
molds, investment casting wax molds, and thermoplastic injection/extrusion blow
molds.
Custom
Manufactured Metal Medical Devices
A
climate controlled medical machining cell was built for the custom computer
aided design and computer controlled metal machining of patient specific
orthopedic medical device components. The manufacturing space includes a machine
programming office with the latest technology in computer programming for 5-axis
machining with Computer Numerical Controlled (CNC) vertical milling machines and
a state of the art 5-axis machining center. These products involve complex
machining of wrought and cast cobalt-chromium-molybdenum alloy as well as high
molecular weight polymers into unique customized products. No two components are
identical and require precision manufacturing verified by complex computer
controlled automated coordinate measuring equipment that measure up to 25 points
per square inch. Additional capabilities added to the cell include laser
marking, passivation, automated polishing, and ultra-sonic
cleaning. The space can accommodate a 50% increase in manufacturing
capacity before reaching any physical constraints.
Signal-Averaging
Electrocardiographic (SAECG) Products - PREDICTOR™
In
early 2010, the Company successfully converted its proprietary signal-averaged
electrocardiography (SAECG) software, PREDICTOR, that operates on a single
hardware based electrocardiogram acquisition platform, ART 1200-EPX, to a
customizable modular software product that is compatible with a variety of
hardware platforms. The conversion allows PREDICTOR to be used with
customer-specific electrocardiogram acquisition equipment to generate the
signal-averaged ECG analysis. The software can be customized to interface with a
variety of Original Equipment Manufacturer (“OEM”) hardware. OEM
customers can license PREDICTOR and bundle it with other cardiac diagnostic
software packages incorporated in their acquisition equipment.
PREDICTOR
utilizes the unique, patented and proprietary algorithms which have been defined
as the “Standard” by the joint AHA/ACC/ESC task force on Signal-Averaging
Electrocardiography
1
. PREDICTOR is also capable of incorporating
additional signal processing capabilities included in the Company’s software
library for clinical research. This library includes IntraSpect, a
module that permits detection of ventricular late potentials in patients with
Bundle Branch Block, P-wave signal averaging which helps predict patients at
risk for atrial fibrillation and flutter and a Heart Rate Variability
module.
PREDICTOR
is currently being used in a NIH funded investigation into “Risk Stratification
in MADIT II Type Patients.” The primary objectives of this study are: 1. To
evaluate the predictive value of a multivariate model consisting of
pre-specified clinical and ECG parameters for predicting arrhythmic events in
Multicenter Automatic Defibrillator Implantation Trial II (“MADIT II”) type
post-infarction patients; 2. To develop a multivariate risk-stratification
model, based on a broader spectrum of pre-specified clinical covariates and ECG
parameters, and from it a risk-scoring algorithm identifying high-risk and
low-risk patient groups; this algorithm will be validated by a cross-validation
study. Such an algorithm will enable an ordering of patients who may benefit
most, and benefit least, from implantable cardiac defibrillator (“ICD”)
therapy. Results from this investigation are expected in late
2011.
1
AHA/ACC/ESC Policy Statement:
”Standards for the Analysis of Ventricular Late Potentials Using High Resolution
or Signal-Averaged Electrocardiography: A Statement by a Task Force Committee of
the European Society of Cardiology, the American Heart Association and the
American College of Cardiology. JACC Vol. 17, No. 5, April
1991:999-1006
GENERAL
Customers
and Sales
During
the year ended December 31, 2009, there were three major customers, each of
which accounted for over 10% of the Company’s sales and a loss of this base may
have a material adverse effect on results. The three largest customers accounted
for 23%, 16%, and 12% of sales in 2009 as compared to 27%, 17%, and 12% of sales
for the year ended December 31, 2008.
Micron
manufactures its sensors against purchase orders from electrode manufacturers.
The Company is aware of approximately 20 significant manufacturers of disposable
snap type, radio translucent and pre-wired electrodes worldwide. Micron sells
its sensors to most of these manufacturers. Sales backlog is not
material to Micron’s sensor business due to the method of ordering employed by
its customer base in this competitive industry. Customers generally purchase on
a single purchase order basis without long-term commitments.
The
majority of the MIT divisions’ customers for injection molded thermoplastic
products are from the medical equipment, medical device and defense industries.
From single use medical or defense consumable products to equipment components,
the engineered production services provide quality design and production
capabilities which exceed the customers’ manufacturing requirements. Certain
customers require that an inventory of their products be maintained at all times
to enable just in time delivery schedules. A commitment from customers is
required by MIT to maintain the higher level of finished goods inventory and raw
material required for their products. These agreements allow for a more flexible
manufacturing schedule with longer more cost effective production cycles. MIT’s
primary target customer is a medical product or device, defense related
contractor, manufacturer, or development company with a need for complete
product life cycle management from design to full production preferably
combining multiple manufacturing technologies such as plastic injection molding,
metalworking, assembly, and packaging.
The
following table sets forth, for the periods indicated, the approximate
consolidated revenues and percentages of revenues derived from the sales of all
of the Company's products in its geographic markets:
|
Revenues
for the Years Ended December 31,
|
||||||||||||||||
|
2009
|
%
|
2008
|
%
|
|||||||||||||
|
United
States
|
$ | 12,937,615 | 61 | $ | 13,290,098 | 59 | ||||||||||
|
Canada
|
3,684,087 | 17 | 5,118,913 | 23 | ||||||||||||
|
Europe
|
2,644,727 | 13 | 3,091,326 | 14 | ||||||||||||
|
Pacific
Rim
|
818,866 | 4 | 426,764 | 2 | ||||||||||||
|
Other
|
1,054,479 | 5 | 555,118 | 2 | ||||||||||||
|
Total
|
$ | 21,139,774 | 100 | $ | 22,482,219 | 100 | ||||||||||
While
some risks exist in foreign markets, the vast majority of the Company’s
customers are based in historically stable markets. To reduce the risks
associated with foreign shipment and currency exchange fluctuations, the title
to most of the products are transferred to the customers when shipped, and
payment is required in U.S. Dollars.
To help
offset the risk from fluctuations in the market price of silver, sensor
customers have generally been subject to a silver surcharge or discount based on
the market price of silver at the time of shipment. The Company is sensitive to
the impact of recent increases in silver cost, and continues to explore options
with the sensor customers to help mitigate the resulting increases in
surcharges.
Marketing
and Competition
Micron
sells its sensors to large, sophisticated OEM manufacturers of disposable snap
type and radio translucent ECG electrodes who compete internationally in the
electrode market against other OEM manufacturers as well as manufacturers of
tab-type electrodes. The Company has one major domestic competitor in the sensor
market along with an increasing number of minor competitors
worldwide. The sensor and snap market is extremely price sensitive
and barriers to entry are relatively low. The Company competes with respect to
its sensor products on the basis of pricing, technical capabilities, quality of
service and ability to meet customer requirements. With no import restrictions,
the Company’s foreign competitors with excess capacity can be expected to expand
sales in the U.S. In addition, many of the major OEM customers,
although not currently manufacturing silver-silver chloride sensors, have the
ability to do so with modest investment.
The
Company markets Micron and its MIT division as a highly specialized custom
injection thermoplastic molder to new and existing customers. The Company
believes it competes effectively based on its expertise in low cost
manufacturing of high volume precision products. The complex medical products
produced by the MIT division have expanded the existing customer base and
extensively diversified the product mix. It is the Company’s
intention to continue these efforts to market to the expanded customer base and
further diversify the product offerings. Global competition creates a highly
competitive environment. To meet this challenge, the MIT division focuses its
product development efforts on complex close tolerance products not readily
outsourced to offshore manufacturing. The Company’s recent ISO 13485:2003
registration, the international quality standard for medical devices, qualifies
the Company to further expand into medical products. The Company expects to
become competitive in more markets after completion of its registration as a
U.S. Food and Drug Administration (FDA) manufacturing facility in 2010. The
Company’s International Traffic in Arms Regulation (ITAR) registration with the
US State Department allows the Company to compete in defense applications
restricted by export controls and the Department of Defense.
After
success in early 2010, management is currently pursuing licensing arrangements
of its proprietary signal-averaged electrocardiography (SAECG) software,
PREDICTOR, to other Original Equipment Manufacturers for integration into
existing cardio diagnostic equipment. As previously stated, the SAECG product is
currently used in a NIH funded investigation into “Risk Stratification in MADIT
II Type Patients”.
Product
Suppliers and Manufacturing
Micron
manufactures its sensors at its Fitchburg, Massachusetts facility employing a
proprietary non-patented multi-step process. All employees sign confidentiality
agreements to protect this proprietary process. The raw materials
used by Micron are plastic resins used to mold the substrates and silver-silver
chloride chemical solutions for plating the molded plastic substrates. Both the
resins and the chemicals involved in the silver-silver chloride process are
available in adequate supply from multiple commodity sources. As insulation
against unanticipated price increases, some resins and chemicals used in the
production of sensors are purchased in large quantities to lower or stabilize
prices.
Resins
used by the MIT division are purchased for an individual customer order, with
most increases in resin costs passed on to the customer as orders are
acknowledged. Because the customer order determines the quantity of material
required, customers may, and have, guaranteed the purchase of specific large
quantities of product which allows the division to purchase raw material at a
more favorable cost thereby lowering the final cost to the customer. The metal
alloys are subject to the same customer order limitations, and prices are fixed
as the customer guarantees an order.
Micron
distributes medical grade nickel-plated brass and stainless steel snap fasteners
purchased from multiple domestic and international sources. Micron buys these
snaps in bulk, performs additional quality assurance tests, and stocks inventory
to facilitate just-in-time shipments to its customers. This business segment has
decreased significantly in revenue as price pressure has forced metal snap
customers to buy direct from the manufacturer to remain
competitive.
The
Company’s 116,000 square foot manufacturing facilities are ITAR, ISO 9001:2001
and 13485:2003 registered. Micron’s injection molding machines capacity ranges
from 15 to 300 tons and includes a class 10,000 clean room used for processes
sensitive to environmental particulates. In addition, this facility includes a
climate-controlled space for the manufacture of metal medical devices utilizing
the latest in 5-axis CNC technology.
Inventory
Requirements
Larger
customers benefit from the Company’s ability to maintain an inventory of
standard sensors and snaps. This inventory policy allows for predictable and
planned production resulting in cost efficiencies that help to offset price
erosion in the marketplace.
Custom
manufactured product is completed on an order by order basis. Finished goods
inventory is product made in advance of an acknowledged sales order, part of an
annual blanket order quantity, or for a specific safety stock requested by the
customer.
Research
and Development
ART's
research and development efforts focus primarily on maintaining the software
library in the SAECG product lines in a compatible platform. The Company
continues to provide technical support to the NIH’s research project utilizing
ART’s software. Included in this expense is development work to verify the
integrity of the analytical algorithms, and improve the stability and ease of
customization of the software to be compatible with various hardware and
software platforms. For the fiscal years ended December 31, 2009 and
2008, ART had research and development expenses of approximately $21,527 and
$69,779, respectively.
In 2009
and 2008, Micron’s research and development efforts resulted in $219,967 and
$250,261 of expense. These efforts include the development of a unique process
to eliminate certain hazardous materials from the manufacturing processes. The
2008 expense included $52,000 for equipment tested in a process improvement
project for the sensor product line as well as the impairment of equipment used
for final product testing. .
Patents
and Proprietary Technology
ART
acquired three patents related to time and frequency domain analysis of
electrocardiogram signals including U.S. Patent No. 5,117,833 entitled
“Bi-Spectral Filtering of
Electrocardiogram Signals to Determine Selected QRS Potentials,”
(the
“Bi-Spec Patent”) in 1993. These technologies are utilized in the
current version of PREDICTOR. In March 1997, the U.S. Patent Office granted
United States Patent No. 5,609,158 entitled
“Apparatus and Method for Predicting
Cardiac Arrhythmia, by Detection of Micropotentials and Analysis of all ECG
Segments and Intervals”
which covers a frequency domain analysis
technique for SAECG data.
The
Company believes that ART's products do not and will not infringe on patents or
violate proprietary rights of others. In the event that ART's
products infringe patents or proprietary rights of others, ART may be required
to modify the design of its products or obtain a license. There can be no
assurance that ART will be able to do so in a timely manner upon acceptable
terms and conditions. In addition, there can be no assurance that ART will have
the financial or other resources necessary to enforce or defend a patent
infringement or proprietary rights violation action. Moreover, if ART's products
infringe patents or proprietary rights of others, ART could, under certain
circumstances, become liable for damages, which could have a material adverse
effect on earnings.
Micron
employs a highly complex, proprietary non-patented multi-step manufacturing
process for its silver / silver chloride-plated sensors. To maintain
trade secrets associated with the manufacture of disposable electrode sensors,
all employees are required to sign non-disclosure and/or non-competition
agreements. Micron uses a patented material in the production of some
sensors. Micron paid $2,966 in 2009, and $4,288 in 2008 in royalties associated
with this patent.
Government
Regulation
ART’s
software products are subject to, and ART believes currently comply with,
material clearance and distribution requirements from governmental regulatory
authorities, principally the FDA and the European Union (EU) equivalent
agency. These agencies promulgate quality system requirements under
which a medical device is to be developed, validated and manufactured. The
development of the product line will be managed in accordance with applicable
regulatory requirements.
Micron’s
sensor elements are components used in medical devices designed and manufactured
by original equipment manufacturers. As such, these elements are not required to
be listed with regulatory agencies and do not require regulatory clearance for
distribution. However, because Micron primarily distributes sensors to
manufacturers for use in finished medical devices, Micron exercises as stringent
controls over its manufacturing processes and finished products as would be
required if the sensors were considered medical devices.
The MIT
division manufactures parts for invasive medical devices, components for medical
equipment, patented disposable medical laboratory products, and patented
military applications. Customers own the product designs and are, therefore,
subject to FDA, Department of Defense and EU regulations. While such products
are a part of a medical device or other regulated equipment, customers are the
regulated entity for the clearance of those products. MIT exercises stringent
controls over all their manufacturing operations, and complies with any special
controls required by their customers.
Environmental
Regulation
Micron’s
operations involve use of hazardous and toxic materials, and generate hazardous,
toxic and other wastes. Its operations are subject to federal, state and local
laws and regulations governing the use, storage, handling and disposal of such
materials and certain waste products. Although management believes that the
safety procedures for using, handling, storing and disposing of such materials
comply with these standards required by state and federal laws and regulations,
the Company cannot completely eliminate the risk of accidental contamination or
injury from these materials.
Since its
inception, Micron has expended significant funds to train its personnel, install
waste treatment and recovery equipment and to retain an independent
environmental consulting firm to regularly review, monitor and upgrade its air
and waste water treatment activities. Management continues to evaluate and test
many possible technological advances that reduce or eliminate the need for and
use of hazardous materials in the manufacturing processes. The acquisition of
equipment to eliminate a hazardous chemical from the process further emphasizes
the commitment to the reduction and elimination of certain hazardous processes.
Costs of compliance are not currently material to the Company’s operation.
Micron believes that the operation of its manufacturing facility is in
compliance with currently applicable safety, health and environmental laws and
regulations.
Employees
As of
December 31, 2009, the Company had 89 full-time and 4 part-time
employees. The employees of the Company are not represented by a
union, and the Company believes its relationship with the employees is
satisfactory.
FORWARD–LOOKING
STATEMENTS
In the Company’s effort to make the
information in this prospectus more meaningful, this prospectus contains both
historical and forward-looking statements within the meaning of Section 27A of
the Securities Act, Section 21E of the Exchange Act, and information relating to
the Company that is based on management’s exercise of business judgment as well
as assumptions made by and information currently available to
management.
Any
forward looking statements made herein are based on current expectations of the
Company that involves a number of risks and uncertainties and should not be
considered as guarantees of future performance. These statements are
made under the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “expect,” “anticipate,” “believe,” “intend,” “plans,”
“predict,” or “will”. The factors that could cause actual results to
differ materially include: impact of competitive products and pricing, product
demand and market acceptance risks, the presence of competitors with greater
financial resources than the Company, product development and commercialization
risks, changing economic conditions in developing countries, and an inability to
arrange additional debt or equity financing.
Although
the Company believes that its expectations are based on reasonable assumptions,
it can give no assurance that its expectations will materialize. Many factors
could cause actual results to differ materially from the forward-looking
statements. Several of these factors include, in addition to those contained in
“Risk Factors,” without limitation:
|
·
|
the
ability to maintain the Company’s current pricing model and/or decrease
the cost of sales;
|
|
·
|
a
stable interest rate market and/or a stable currency rate environment in
the world, and specifically the countries where the Company is doing
business in or plans to do business
in;
|
|
·
|
continued
availability of supplies or materials used in manufacturing at competitive
prices;
|
|
·
|
volatility
in commodity and energy prices and the Company’s ability to offset higher
costs with price increases;
|
|
·
|
adverse
regulatory developments in the United States or any other country the
Company plans to do business in;
|
|
·
|
entrance
of competitive products in the Company’s
markets;
|
|
·
|
the
ability of management to execute plans and motivate personnel in the
execution of those plans;
|
|
·
|
no
adverse publicity related to the Company and or its
products;
|
|
·
|
no
adverse claims relating to the Company’s intellectual
property;
|
|
·
|
the
adoption of new, or changes in, accounting
principles;
|
|
·
|
the
passage of new, or changes in, regulations; legal
proceedings;
|
|
·
|
the
ability to maintain compliance with the NYSE Amex requirements for
continued listing of the common
stock;
|
|
·
|
the
costs inherent with complying with statutes and regulations applicable to
public reporting companies, such as the Sarbanes-Oxley Act
of 2002;
|
|
·
|
the
ability to efficiently integrate future acquisitions and other new lines
of business that the Company may enter in the future, if any;
and
|
|
·
|
other
risks referenced from time to time elsewhere in this report and in the
Company’s filings with the SEC.
|
The
Company is under no obligation and does not intend to update, revise or
otherwise publicly release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of any unanticipated events.
RISK
FACTORS
In
addition to the other information in this prospectus and the Company’s Exchange
Act reports, the following factors should be considered in evaluating the
Company and its business. The risks and uncertainties described below
are not the only ones facing the Company. Additional risks and
uncertainties that the Company does not presently know or currently deems
immaterial may also impair the Company’s business, results of operations and
financial condition.
The
Company’s operating results may fluctuate significantly as a result of a variety
of factors.
The
Company’s operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are outside of its
control. These factors include:
|
·
|
the
ability to maintain the current pricing model and/or decrease the cost of
sales;
|
|
·
|
the
ability to increase sales of higher margin
products;
|
|
·
|
variations
in the mix of products sold;
|
|
·
|
the
level of demand for our products and services and those that the Company
may develop or acquire;
|
|
·
|
volatility
in commodity and energy prices and the ability to offset higher costs with
price increases;
|
|
·
|
variability
of customer delivery requirements;
|
|
·
|
continued
availability of supplies or materials used in manufacturing at competitive
prices;
|
|
·
|
the
amount and timing of investments in capital equipment, sales and
marketing, engineering and information technology resources;
and
|
|
·
|
general
economic conditions.
|
As a
strategic response to changes in the competitive environment, we may from time
to time make certain pricing, service, technology or marketing decisions or
business or technology acquisitions that could have a material adverse effect on
the quarterly and annual results. Due to all of these factors, the
operating results may fall below the expectations of securities analysts,
stockholders and investors in any future period.
Large
OEM customers can change their demand on short notice, further adding to the
unpredictability of the quarterly sales and earnings.
The
quarterly results have in the past and may in the future vary due to the lack of
dependable long-term demand forecasts from the larger OEM
customers. In addition to this risk, many of the Company’s OEM
customers have the right to change their demand schedule, either up or down,
within a relatively short time horizon. These changes may result in
the Company incurring additional working capital costs and causing increased
manufacturing expenses due to these short-term fluctuations. In
particular, the quarterly operating results have in the past fluctuated as a
result of some of the larger OEM customers changing their orders within a fiscal
quarter. The expense levels and inventory, to a large extent, are
based on shipment expectations in the quarter. If sales levels fall
below these expectations, through a delay in orders or otherwise, operating
results are likely to be adversely affected. Although we continue to
attempt to lessen the dependency on a few large customers, the Company can
provide no assurance that it will be able to materially alter this dependency in
the immediate future, if at all.
A
significant portion of our revenues are derived from the sale of a single
product line.
In fiscal
years 2009 and 2008, the Company derived 42% of its revenues from medical
electrode sensors for use in disposable electrodes. While the
technology in electrode sensors has been used for many years, there is no
assurance that a new patented or unpatented technology might not replace the
existing disposable electrode sensors. Any substantial technological
advance that eliminates the Company’s products will have a material adverse
effect on the operating results.
The
Company is dependent on a limited number of customers.
In the
fiscal years 2009 and 2008, 51% and 56%, respectively, of the Company’s revenues
were derived from individual customers with 10% or more of the total
sales. The loss of any one or more of these customers might have an
immediate significant adverse effect on our financial results. In an
effort to maintain this customer base, more favorable terms than might otherwise
be agreed to could be granted. Currently, the Company generally does
not receive purchase volume commitments extending beyond several months. Large
corporations can shift focus away from a need for the Company’s products with
little or no warning.
Failure
to comply with Quality System Regulations or industry standards could result in
a material adverse effect on the business and results of
operations.
The
Company’s Quality Management System complies with the requirements of ISO
9001:2000 and ISO 13485:2005. If the Company were not able to comply
with the Quality Management System or industry-defined standards, the Company
may not be able to fill customer orders to the satisfaction of the
customers. Failure to produce products compliant with these standards
could lead to a loss of customers which would have an adverse impact on the
business and results of operations.
If
trade secrets are not kept confidential, the secrets may be used by others to
compete against the Company.
Micron
relies on unpatented trade secrets to protect its proprietary processes and
there are no assurances that others will not independently develop or acquire
substantially equivalent technologies or otherwise gain access to the
proprietary process. Ultimately the meaningful protection of such
unpatented proprietary technology cannot be guaranteed. The Company
relies on confidentiality agreements with its employees. Remedies for
any breach by a party of these confidentiality agreements may not be adequate to
prevent such actions. Failure to maintain trade secret protection,
for any reason, could have a material adverse effect on the
Company.
The
initiatives that the Company is implementing in an effort to improve our
manufacturing productivity could be unsuccessful, which could harm its business
and results of operations.
In an
effort to improve manufacturing productivity, the Company has implemented
several strategic initiatives focusing on improving the manufacturing processes
and procedures. Management believes these initiatives should improve
customer satisfaction as well as revenue and income. However, in the
event these initiatives are not successful, due to systemic failure to fully
embrace the concepts and maximize the benefits of the investments of equipment
and technology, the results of operations will not improve as
expected.
If
the Company is unable to keep up with rapid technological changes, the
processes, products or services may become obsolete and
unmarketable.
The
medical device and medical software industries are characterized by
technological change over time. Although the Company attempts to
expand technological capabilities in order to remain competitive, discoveries by
others may make the Company’s processes or products obsolete. If the
Company cannot compete effectively in the marketplace, the potential for
profitability and financial position will suffer.
General
economic conditions, largely out of the Company’s control, may adversely affect
the Company’s financial condition and results of operations.
The
Company’s business may be affected by changes in general economic conditions,
both nationally and internationally. Recessionary economic cycles,
higher interest rates, higher fuel and other energy costs, inflation, higher
levels of unemployment, changes in the laws or industry regulations or other
economic factors may adversely affect the demand for the Company’s
products. Additionally, these economic factors, as well as higher tax
rates, increased costs of labor, insurance and healthcare, and changes in other
laws and regulations may increase the Company’s cost of sales and operating
expenses, which may adversely affect the Company’s financial condition and
results of operations.
The
Company is subject to stringent environmental regulations.
The
Company is subject to a variety of federal, state and local requirements
governing the protection of the environment. These environmental
regulations include those related to the use, storage, handling, discharge and
disposal of toxic or otherwise hazardous materials used in or resulting from the
Company’s manufacturing processes. Failure to comply with
environmental law could subject the Company to substantial liability or force us
to significantly change our manufacturing operations. In addition,
under some of these laws and regulations, the Company could be held financially
responsible for remedial measures if its properties are contaminated, even if it
did not cause the contamination.
A
product liability suit could adversely affect our operating
results.
The
testing, manufacture, marketing and sale of medical devices of the customers
entail the inherent risk of liability claims or product recalls. If the
customers are involved in a lawsuit, it is foreseeable that the Company would
also be named. Although the Company maintains product liability
insurance, coverage may not be adequate. Product liability insurance is
expensive, and in the future may not be available on acceptable terms, if at
all. A successful product liability claim or product recall could have a
material adverse effect on the business, financial condition, and ability to
market product in the future.
The
Company could become involved in litigation over intellectual property
rights.
The
medical device industry has been characterized by extensive litigation regarding
patents and other intellectual property rights. Litigation, which would likely
result in substantial cost to us, may be necessary to enforce any patents issued
or licensed to us and/or to determine the scope and validity of others'
proprietary rights. In particular, competitors and other third parties hold
issued patents, which may result in claims of infringement against the Company
or other patent litigation. The Company also may have to participate in
interference proceedings declared by the United States Patent and Trademark
Office, which could result in substantial cost, to determine the priority of
inventions.
The
Company may make acquisitions of companies, products or technologies that may
disrupt the business and divert management’s attention, adversely impacting our
results of operations and financial condition.
The
Company may make acquisitions of complementary companies, products or
technologies from time to time. Any acquisitions will require the assimilation
of the operations, products and personnel of the acquired businesses and the
training and motivation of these individuals. Management may be unable to
maintain and improve upon the uniform standards, controls, procedures and
policies if the Company fails in this integration. Acquisitions may cause
disruptions in operations and divert management’s attention from day-to-day
operations, which could impair our relationships with current employees,
customers and strategic partners. The Company also may have to, or
choose to, incur debt or issue equity securities to pay for any future
acquisitions. The issuance of equity securities for an acquisition could be
substantially dilutive to our stockholders’ holdings. In addition, profitability
may suffer because of such acquisition-related costs or amortization costs for
other intangible assets. If management is unable to fully integrate acquired
businesses, products, technologies or personnel with existing operations, the
Company may not receive the intended benefits of such acquisitions. The Company
is not currently party to any agreements, written or oral, for the acquisition
of any company, product or technology.
Healthcare
policy changes, including pending proposals to reform the U.S. healthcare
system, may have a material adverse effect on the results.
Healthcare
costs have risen significantly over the past decade. There have been and
continue to be proposals by legislators, regulators and third-party payers to
keep these costs down. Certain proposals, if passed, would impose limitations on
the prices we will be able to charge for our products, or the amounts of
reimbursement available for our products from governmental agencies or
third-party payers. These limitations could have a material adverse effect on
the Company’s financial position and results of operations.
Changes
in the health care industry in the U.S. and elsewhere could adversely affect the
demand for the products as well as the way in which the Company conducts
business. Significantly, the new administration and Congressional and state
leaders have expressed a strong desire to reform the U.S. healthcare
system. Recently, President Obama and members of Congress have
proposed significant reforms. On November 7, 2009, the House of Representatives
passed and, on December 24, 2009, the Senate passed health reform legislation
which if enacted would require most individuals to have health insurance,
establish new regulations on health plans, create insurance pooling mechanisms
and a government health insurance option to compete with private plans, and
other expanded public health care measures. This legislation also would reduce
Medicare spending on services provided by hospitals and other providers and the
House bill proposes a 2.5 percent tax on the first taxable sale of any medical
device. The Senate bill included a $2 billion annual fee or excise tax on the
medical device manufacturing sector. If the excise taxes are enacted into law,
the Company’s results of operations may be materially and adversely
affected.
The
Company may be exposed to potential risks relating to internal control over
financial reporting and the ability to have those controls attested to by the
independent registered public accounting firm.
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the
Securities and Exchange Commission adopted rules requiring public companies to
include a report of management on the Company’s internal control over financial
reporting in their annual reports, including Form 10-K. In addition, the
independent registered public accounting firm auditing a company’s financial
statements must also attest to and report on the Company’s assessment of the
effectiveness of the company’s internal control over financial reporting as well
as the operating effectiveness of the company’s internal controls. The Company
was subject to the management evaluation and review portion of these
requirements for the fiscal year ended December 31, 2009. Management is
evaluating the Company’s internal control systems in order to allow the
independent auditors attest to, management’s internal controls, as a required
part of the Annual Report on Form 10-K beginning with the report for the fiscal
year ended December 31, 2010.
In the
event the Company no longer qualifies as a smaller reporting company at the end
of 2010, it may be subject to more stringent requirements under SOX 404.
Accordingly, there can be no assurance that the Company will receive any
required attestation from the independent registered public accounting firm. In
the event the independent register public accounting firm identifies significant
deficiencies or material weaknesses in the Company’s internal controls that
management cannot remediate in a timely manner or is unable to receive an
attestation from the independent registered public accounting firm with respect
to the Company’s internal controls, investors and others may lose confidence in
the reliability of the financial statements and the Company’s ability to obtain
equity or debt financing could suffer.
This
prospectus relates to the Shares which may be acquired by certain employees,
officers, directors and consultants to the Company who may be deemed affiliates
of the Company or who hold “control stock” issued to such persons pursuant to
the terms of the 2010 Plan. The 2010 Plan was adopted by the Board of Directors
on March 10, 2010, and subsequently approved by the Company’s stockholders on
April 30, 2010. No options, awards or Shares have been issued as of
the date hereof.
SELLING
SECURITYHOLDERS
Shares
may be acquired by certain employees, officers, directors and consultants to the
Company who may be deemed affiliates of the Company or who hold “control stock”
issued to such persons pursuant to the terms of the 2010 Plan. As the names and
amounts of securities to be reoffered become known, we will supplement this
prospectus with such information.
Shares
covered by this prospectus may be reoffered and resold from time to time by each
selling securityholder through brokers or dealers on the NYSE Amex or otherwise
at prices acceptable to the selling securityholder. To the Company's knowledge,
no specific brokers or dealers have been designated by any selling
securityholder nor has any agreement been entered into in respect of brokerage
commissions or for the exclusive sale of any securities, which may be offered
pursuant to this prospectus. Alternatively, the selling
securityholder may from time to time offer the Shares through underwriters,
dealers or agents, which may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling securityholder and/or the
purchasers of the Shares for whom they may act as agents. The selling
securityholder and any underwriters, dealers or agents that participate in the
distribution of the Shares may be deemed to be “underwriters” under the
Securities Act and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act.
Under
applicable rules and regulations under the Exchange Act, any person engaged in a
distribution of any of the shares may not simultaneously engage in market
activities with respect to the Common Stock for the applicable period under
Regulation M prior to the commencement of such distribution. In
addition and without limiting the foregoing, the selling securityholders will be
governed by the applicable provisions of the Securities Act and Exchange Act,
and the rules and regulations thereunder, including without limitation Rules
10b-5 and Regulation M, which provisions may limit the timing of purchases and
sales of any of the shares by the selling securityholders. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions subject to specified exceptions or
exemptions. All of the foregoing may affect the marketability of our
securities.
The
Company will pay all of the fees and expenses incident to the registration of
the Shares (other than any fees or expenses of any counsel retained by the
selling securityholder and any out-of-pocket expenses incurred by the selling
securityholder or any person retained by the selling securityholder in
connection with the registration of the Shares) and fees and expenses of
compliance with state securities or blue sky laws and commissions. The expenses
payable by the Company are estimated to be approximately $5,000.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock and certain provisions of the
Certificate of Incorporation, as amended, and the By-Laws is a summary and is
qualified in its entirety by reference to the provisions of the Certificate of
Incorporation and the By-Laws, copies of which are filed with the
SEC.
The
Company’s authorized capital stock consists of 10,000,000 shares of Common
Stock, $0.01 par value and 2,000,000 shares of preferred stock, par value $1.00
per share. As of March 4, 2010, there were outstanding:
|
·
|
2,675,481
shares of Common Stock; and
|
|
·
|
254,500
shares issuable upon exercise of options issued pursuant to the Company’s
2001 Stock Option Plan.
|
Common
Stock
The
Company is authorized to issue 10,000,000 shares of Common Stock, $0.01 par
value per share. Subject to preferences that may be applicable to any
preferred stock outstanding at the time, the holders of outstanding shares of
Common Stock are entitled to receive dividends out of assets legally available
therefore at such times and in such amounts as the Board of Directors may from
time to time determine. Each shareholder is entitled to one vote for each share
of Common Stock held on all matters submitted to a vote of
shareholders. Cumulative voting for the election of directors is not
authorized.
The
Common Stock is not entitled to preemptive rights and is not subject to
conversion or redemption. Upon liquidation, dissolution or winding up
of the Company, the remaining assets legally available for distribution to
shareholders, after payment of claims of creditors and payment of liquidation
preferences, if any, on outstanding preferred stock, are distributable ratably
among the holders of the Common Stock and any participating preferred stock
outstanding at that time. Each outstanding share of Common Stock is legally
issued, fully paid and nonassessable.
Preferred
Stock
The
Certificate of Incorporation authorizes the Company to issue 2,000,000 shares of
serial “blank check” preferred stock, $1.00 par value per share. “Blank check”
preferred stock allows the Board of Directors to create one or more series of
preferred stock, and to designate the rights, privileges, restrictions,
preferences and limitations of any given series of preferred
stock. Accordingly, the Board of Directors may, without stockholder
approval, issue shares of preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our Common Stock. “Blank check”
preferred stock could also be issued to discourage a change in control, although
we have no present intent to issue any additional series of our preferred
stock. The Board of Directors’ ability to issue “blank check”
preferred stock serves as a traditional anti-takeover measure installed to
present obstacles to takeovers. This provision of our Certificate of
Incorporation makes it difficult for a majority shareholder to gain control of
the Company and, therefore, may be beneficial to the Company’s management and
its Board in a hostile tender offer and may have an adverse impact on
shareholders who may want to participate in such a tender offer. Also, the
issuance of preferred stock with voting and conversion rights could materially
and adversely affect the voting power of the holders of the Common Stock and may
have the effect of delaying, deferring or preventing a change in control of the
Company.
As of the
date of this prospectus there are no shares of preferred stock issued and
outstanding.
Transfer
Agent
The
transfer agent for the Company’s Common Stock is Continental Stock Transfer
& Trust Co., 17 Battery Place, New York, NY 10004.
USE
OF PROCEEDS
The
Company will not receive any of the proceeds from the sale of the Shares. All
proceeds received from the sale of Shares under the 2010 Plan will be for the
account of the selling securityholders described above.
PLAN
OF DISTRIBUTION
Shares
covered by this prospectus may be reoffered and resold from time to time by the
class of eligible selling securityholders referred to above through brokers on
the NYSE Amex or otherwise at prices acceptable to the selling
securityholder. To the Company's knowledge, no specific brokers or
dealers have been designated by any selling securityholder nor has any agreement
been entered into in respect of brokerage commissions or for the exclusive sale
of any securities, which may be offered pursuant to this
prospectus. Alternatively, the selling securityholder may from time
to time offer the Shares through underwriters, dealers or agents, which may
receive compensation in the form of underwriting discounts, concessions or
commissions from the selling securityholder and/or the purchasers of the Shares
for whom they may act as agents. The selling securityholder and any
underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be “underwriters” under the Securities Act and any
profit on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents might be deemed
to be underwriting discounts and commissions under the Securities
Act.
Any
securities covered by this prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under that Rule rather than pursuant to
this prospectus. There can be no assurance that the selling securityholders will
sell any or all of the Shares of Common Stock offered hereunder.
LEGAL
MATTERS
Certain
legal matters in connection with the Shares have been passed upon for the
Company by Ellenoff Grossman & Schole LLP, 1133 Connecticut Ave N.W.,
11
th
Floor, Washington, D.C. 20036.
EXPERTS
The
financial statements incorporated by reference in this prospectus have been
audited by CCR LLP, an independent registered public accounting firm, to the
extent and for the periods set forth in their report, incorporated herein by
reference and are incorporated herein by reference in reliance upon such report
given upon the authority of said firm as experts in auditing and
accounting.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC
allows us to incorporate by reference information from other documents that we
file with them, which means that we can disclose important information by
referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.
We
incorporate by reference the documents listed below together with any amendments
thereof:
|
·
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, filed
with the SEC on March 10, 2010;
|
|
·
|
Current
Reports on Form 8-K filed with the SEC on May 5,
2010;
|
|
·
|
Quarterly
Report on Form 10-Q filed with the SEC on May 4, 2010;
and
|
|
·
|
The
description of the Company’s Common Stock contained in the Company’s
Registration Statement on Form 8-A, filed with the SEC on February 12,
1992, including any amendment or reports filed for the purpose of updating
such description.
|
The
Company also incorporates by reference additional documents that may be filed
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the sale of all of the shares covered by this registration
statement.
The
Company will provide to you, without charge, upon your written or oral request,
a copy of any or all of the documents that it incorporates by reference,
including exhibits. Please direct requests to: Arrhythmia Research
Technology, Inc., 25 Sawyer Passway, Fitchburg, Massachusetts 01420, Attn:
Corporate Secretary; (978) 345-5000.
ITEM
4. DESCRIPTION
OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS
OF NAMED EXPERTS AND COUNSEL
Not
applicable.
ITEM
6. INDEMNIFICATION
OF OFFICERS AND DIRECTORS
Section
145 of the General Corporation Law of the State of Delaware grants each
corporation organized thereunder, such as the Company, the power to indemnify
its directors and officers against liability for certain of their acts. Section
102(b)(7) of the Delaware Corporation Law permits a provision in the certificate
of incorporation of each corporation organized thereunder eliminating or
limiting, with specified exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Company’s certificate of incorporation contains this
provision. The foregoing statements are subject to the detailed provisions of
Sections 145 and 102(b)(7) of the Delaware General Corporation Law.
Article
VI of the Company’s By-Laws provides that the Company will indemnify and hold
harmless its executive officers and directors to the fullest extent permitted by
the Delaware General Corporation Law as it presently exists or may be amended
from time to time, who were or are made or are threatened to be made a party or
are or may be otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director or executive officer of the corporation or, while a director or
executive officer of the corporation, is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all expenses
(including attorneys’ fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by such person. The Company shall also, to the
fullest extent permitted by applicable law, pay the expenses (inducing
attorneys’ fees) incurred by such directors and executive officers in defending
any civil, criminal, administrative or investigative action, suit or proceeding
in advance of its final disposition;
provided
,
however
, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by such person to repay all amounts advanced if it should be ultimately
determined that such person is not entitled to be indemnified under Article VI
or otherwise. The Company may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to officers, employees and agents of the Company similar to those
conferred in Article VI to directors and executive officers of the corporation.
The Company maintains directors’ and officers’ liability insurance, including a
reimbursement policy in favor of the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
ITEM
7. EXEMPTION
FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
|
Exhibit
|
Description
|
|
4.1
|
Arrhythmia
Research Technology, Inc. 2010 Equity Incentive Plan
|
|
5.1
|
Opinion
of Ellenoff Grossman & Schole LLP
|
|
23.1
|
CCR
LLP Consent
|
|
23.2
|
Ellenoff
Grossman & Schole LLP Consent (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney is contained on the signature page of this Registration
Statement
|
ITEM
9. UNDERTAKINGS
|
a.
|
The
undersigned Registrant will file, during any period in which it offers or
sells securities, a post-effective amendment to this registration
statement to include 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.
|
|
b.
|
The
undersigned registrant hereby undertakes that, for 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement 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.
|
|
c.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of small business
issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Fitchburg, Massachusetts, on the 6
th
day
of May, 2010.
|
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
|
||
|
|
By: |
/s/
David A. Garrison
|
|
David
A. Garrison
|
||
|
Chief
Financial Officer
|
||
POWER
OF ATTORNEY
Each of
the undersigned officers and directors of the Registrant, Arrhythmia Research
Technology, Inc., whose signature appears below, hereby appoints David A.
Garrison and James E. Rouse, jointly and individually, as attorneys-in-fact for
the undersigned with full power of substitution, to execute in his or her name
and on behalf of such person, individually, and in each capacity stated below,
this Registration Statement on Form S-8 and one or more amendments (including
post-effective amendments) to this Registration Statement and any related
registration statement under Rule 462(b) under the Securities Act of 1933 as the
attorney-in-fact shall deem appropriate, and to file any such amendment
(including exhibits thereto and other documents in connection herewith) to this
Registration Statement on Form S-8 or Rule 462(b) registration statement with
the Securities and Exchange Commission, granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
|
|
/s/
James E. Rouse
|
President,
Chief Executive Officer and
|
May
6, 2010
|
|
|
James
E. Rouse
|
Director
(principal executive officer)
|
||
|
/s/
David A. Garrison
|
Executive
Vice President and Chief Financial
|
May
6, 2010
|
|
|
David
A. Garrison
|
Officer
(principal financial officer)
|
||
|
/s/
E.P. Marinos
|
Chairman
of the Board and Director
|
May
6, 2010
|
|
|
E.
P. Marinos
|
|||
|
/s/
Julius Tabin
|
Director
|
May
6, 2010
|
|
|
Julius
Tabin
|
|||
|
/s/
Paul F. Walter
|
Director
|
May
6, 2010
|
|
|
Paul
F. Walter
|
|||
|
/s/
Jason R. Chambers
|
Director
|
May
6, 2010
|
|
|
Jason
R. Chambers
|
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
4.1
|
Arrhythmia
Research Technology, Inc. 2010 Equity Incentive Plan
|
|
5.1
|
Opinion
of Ellenoff Grossman & Schole LLP
|
|
23.1
|
CCR
LLP Consent
|
|
23.2
|
Ellenoff
Grossman & Schole LLP Consent (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney is contained on the signature page of this Registration
Statement
|