U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
9 TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission files number: 0-21214
ORTHOLOGIC CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 86-0585310
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1275 West Washington Street, Tempe, Arizona 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Issuer's telephone number: (602) 286-5520
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0005 per share
(TITLE OF CLASS)
Rights to purchase 1/100 of a share of Series A Preferred Stock
(TITLE OF CLASS)
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 report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based upon the closing bid price of the
registrant's Common Stock as reported on the NASDAQ National Market on March 14,
2002 was approximately $162,264,308. Shares of Common Stock held by each officer
and director and by each person who owns 10% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily conclusive.
The number of outstanding shares of the registrant's Common Stock on March 14,
2002 was 31,816,531.
This amendment to the OrthoLogic Corp.'s 10-K filed March 29, 2002 amends Item
14 to include the text of Exhibit 23.1 (the auditor's consent), which was
inadvertently left off of the original Form 10-K exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) and Rule 12B-15 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.
ORTHOLOGIC CORP.
Date: April 1, 2002 By /s/ Thomas R. Trotter
-------------------------------------
Thomas R. Trotter
President and Chief Executive Officer
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ORTHOLOGIC CORP.
EXHIBIT INDEX TO REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
(FILE NO. 0-21214)
EXHIBIT FILED
NO. DESCRIPTION INCORPORATED BY REFERENCE TO: HEREWITH
--- ----------- ----------------------------- --------
3.1 Amended and Restated Certificate Exhibit 3.1 to the Company's Form
of Incorporation 10-Q for the quarter ended March
31, 1997 ("March 1997 10-Q")
3.2 Amended and Restated Certificate Exhibit 3.2 to the Company's Form
of Incorporation dated May 9, 2000 10-Q for the quarter ended March
31, 2000
3.3 Certificate of Designation in Exhibit 3.1 to Company's Form 10-Q
respect of Series A Preferred for the quarter ended March 31,
Stock 1997 ("March 1997 10-Q")
3.4 Bylaws of the Company Exhibit 3.4 to Company's
Amendment No. 2 to Registration
Statement on Form S-1 (No. 33-47569)
filed with the SEC on January 25,
1993 ("January 1993 S-1")
4.1 Rights Agreement dated as of March Exhibit 4.1 to the Company's
4, 1997, between the Company and Registration Statement on Form 8-A
Bank of New York, and Exhibits A, filed with the SEC on March 6, 1997
B and C thereto
4.2 1987 Stock Option Plan of the Exhibit 4.4 to the Company's Form
Company, as amended and approved 10-Q for the quarter ended June 30,
by stockholders (1) 1997 ("June 1997 10-Q")
4.3 1987 Stock Option Plan of the Exhibit 4.5 to the Company's June
Company (1) 1997 10-Q
4.4 Stock Purchase Warrant dated March Exhibit 4.10 to the Company's
2, 1998, issued to Silicon Valley 1997 10-K
Bank
4.5 Antidilution Agreement dated March Exhibit 4.11 to the Company's
2, 1998, by and between the 1997 10-K
Company and Silicon Valley Bank
4.6 Amendment to Stock Purchase Exhibit 4.1 to the Company's form
Warrant dated May 12, 1998, issued 10-Q for the quarter ended March
to Silicon Valley Bank 31, 1998
4.7 Form of Warrant Exhibit 4.1 to the Company's Form
8-K filed on July 13, 1998
4.8 Registration Rights Agreement Exhibit 4.2 to the Company's Form
8-K filed on July 13, 1998
4.9 1987 Stock Option Plan of the Exhibit 4.5 to the Company's June
Company (1) 1997 10-Q
10.1 License Agreement dated September Exhibit 10.6 to January 1993 S-1
3, 1987, between the Company and
Life Resonance's, Inc.
10.2 Form of Indemnification Agreement* Exhibit 10.16 to January 1993 S-1
10.3 License Agreement dated December Exhibit 10.22 to January 1993 S-1
2, 1992, between Orthotic Limited
Partnership and Company
10.4 Co-promotion Agreement dated June Exhibit 10.1 to the Company's
23, 1997, by and between the June 1997 10-Q
Company and Sanofi
Pharmaceuticals, Inc.
10.5 Single-tenant Lease-net dated June Exhibit 10.2 to the Company's
12, 1997, by and between the Form 10-Q for the quarter ended
Company and Chamberlain September 30, 1997 ("September
Development, L.L.C. 1997 10-Q")
10.6 Employment Agreement dated October Exhibit 10.3 to the Company's
20, 1997, by and between the September 1997 10-Q
Company and Thomas R. Trotter,
including Letter of Incentive
Option Grant, OrthoLogic Corp.
1987 Stock Option Plan (1)
10.7 Employment Agreement effective as Exhibit 10.40 to the Company's
of December 15, 1997, by and 1997 10-K
between the Company and William C.
Rieger (1)
10.8 Registration Rights Agreement Exhibit 10.45 to the Company's
dated March 2, 1998, by and 1997 10-K
between the Company and Silicon
Valley Bank
10.9 Licensing Agreement with Chrysalis Exhibit 10.1 to the Company's
BioTechnology, Inc. September 1998 10-Q
10.10 1998 Management Bonus Program Exhibit 10.2 to the Company's
September 1998 10-Q
10.11 Securities Purchase Agreement Exhibit 10.1 to the Company's
Form 8-K filed on July 13, 1998
10.12 First Amendatory Agreement to Exhibit 10.1 to the Company's
March 4, 1997, Rights Agreement Form 8-K filed August 24, 1999
10.13 Credit and Security Agreement Exhibit 10.18 to the Company's
between the Company and Wells 1999 form 10/KA
Fargo Business Credit, Inc. dated
February 28, 2000
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EXHIBIT FILED
NO. DESCRIPTION INCORPORATED BY REFERENCE TO: HEREWITH
--- ----------- ----------------------------- --------
10.14 Lease Extension and Amendment Exhibit 10.19 to the Company's
Agreement dated September 29, 1998 1999 form 10/KA
between the Company and the
Heritage Corp. for the Pickering
property
10.15 Termination of Co-Promotion Exhibit 10.2 to the Company's
Agreement/ Hyalgan between the form 10Q for the quarter ended
Company and Sanofi September 30, 2000
Pharmaceuticals, Inc. (2)
10.16 Amendment of Marketing and Exhibit 10.1 to the Company's
Distribution Agreement Effective form 10Q for the quarter ended
July 12, 2000. (2) June 30, 2000.
10.17 Employment Agreement effective Exhibit 10.22 to the Company's
December 4, 2000 between the form 10Q for the quarter ended
Company and Shane Kelly. (1) March 31, 2001.
10.18 Employment Agreement effective Exhibit 10.23 to the Company's
January 2, 2001 between the form 10Q for the quarter ended
Company and Donna Lucchesi. (1) March 31, 2001.
10.19 Asset Purchase Agreement effective Exhibit 10.1 to the Company's
May 8, 2001 between the Company, form 8-K filed July 26, 2001.
OrthoLogic Canada, Ltd. and
OrthoRehab Inc. (2)
10.20 First Amendment to the May 8, 2001 Exhibit 10.2 to the Company's
Asset Purchase Agreement. (2) form 8-K filed July 26, 2001.
10.21 Employment Agreement effective Exhibit 10.21 to the Company's
June 1, 2001 between the Company form 10-K for the year ended
and James Ryaby. (1) December 31, 2001.
10.22 Employment Agreement effective Exhibit 10.22 to the Company's
May 1, 2001 between the Company form 10-K for the year ended
and Sherry Sturman. (1) December 31, 2001.
10.23 Employment Agreement effective Exhibit 10.23 to the Company's
July 9, 2001 between the Company form 10-K for the year ended
and Jeff Culhane. (1) December 31, 2001.
10.24 Employment Agreement effective Exhibit 10.24 to the Company's
May 1, 1998 between the Company form 10-K for the year ended
and Ruben Chairez. (1) December 31, 2001.
21.1 Subsidiaries of Registrant Exhibit 21.1 to the Company's
form 10-K for the year ended
December 31, 2001.
23.1 Independent Auditor's Consent and
Report on Schedule X
99.1 Audit Committee Charter Exhibit 99.1 to the Company's
form 10-K filed April 2, 2001.
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(1) Management contract or compensatory plan or arrangement
(2) Filed under confidential treatment request with the Securities and Exchange
Commission.
* The Company has entered into a separate indemnification agreement with each
of its current direct and executive officers that differ only in party
names and dates. Pursuant to the instructions accompanying Item 601 of
Regulation S-K, the Company has filed the form of such indemnification
agreement.
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