10-K/A 1 a2068874z10-ka.htm 10-K/A Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K/A
(Amendment No. 1 to Form 10K)

(Mark One)

/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2001

/ / 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 1-10285


4-D NEUROIMAGING
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation or organization)
  95-2647755
(IRS Employer Identification Number)
9727 Pacific Heights Boulevard, San Diego, California
(Address of principal executive offices)
  92121-3719
(zip code)

(858) 453-6300
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value Per Share

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 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 stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of December 3, 2001 was $3,743,018 based on the closing price on that date on the Nasdaq Over the Counter Bulletin Board. Shares of Common Stock held by each officer, director, and holder of 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 a conclusive determination for other purposes.

The number of shares outstanding of the registrant's Common Stock, no par value, as of December 3, 2001 was 145,261,667 shares.

DOCUMENTS INCORPORATED BY REFERENCE

1.
Certain portions of Registrant's Definitive Proxy Statement, to be filed not later than 120 days after September 30, 2001 pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended in connection with the 2002 Annual Meeting of Shareholders are incorporated by reference into Part III of this report where indicated.
2.
Certain Exhibits filed with the Registrant's prior registration statements and reports are incorporated herein by reference into Part IV of this report.




        The registrant hereby files this report on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended September 30, 2001 to amend Part IV, Item 14 to include the Annual Report of the Biomagnetic Technologies, Inc. 1992 Employee Stock Purchase Plan as Exhibit 99.9. No other items in the registrant's Annual Report on Form 10-K for the year ended September 30, 2001 are amended.


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

    (a)   The following documents are filed as part of this report:    

 

 

 

 

(1)

 

Financial Statements

 

 

 

 

 

 

 

 

Reports of Independent Accountants

 

34

 

 

 

 

 

 

Consolidated Balance Sheets at September 30, 2001 and 2000

 

36

 

 

 

 

 

 

Consolidated Statements of Operations for the three years ended September 30, 2001

 

37

 

 

 

 

 

 

Consolidated Statements of Shareholders' Equity (Deficit) for the three years ended September 30, 2001

 

38

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the three years ended September 30, 2001

 

39

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

40

 

 

 

 

(2)

 

Financial Statement Schedule

 

 

 

 

 

 

 

 

Schedule II—Consolidated Valuation and Qualifying Accounts

 

 

 

 

 

 

 

 

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

 

 

 

 

 

 

(3)

 

Exhibits

 

 

 

 

 

 

 

 

The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.

 

 

 

 

(b)

 

Reports on Form 8-K during the fourth quarter:

 

 

 

 

 

 

None.

 

 

 

 

(c)

 

Exhibits

 

 

 

 

 

 

The following documents are exhibits to this Form 10-K/A:

 

 


Exhibit
No.

   
  Description of Document
3.1   (1 ) Fifth Amended and Restated Articles of Incorporation.

3.2

 

(2

)

Restated Bylaws.

3.3

 

(9

)

Certificate of Amendment of Fourth Restated Articles of Incorporation (numbered originally as 10.73)

10.1

 

(5

)

Loan Agreement dated June 28, 2000 between 4-D Neuroimaging and BDN, a company based in Spain.

10.2

 

(5

)

Loan Agreement dated June 28, 2000 between 4-D Neuroimaging and BDN, a company based in Spain.

10.3

 

(12

)

The Company's 1997 Stock Option Plan, as amended.

10.6

 

(4

)

The Company's 1987 Stock Option Plan, as amended.

10.7

 

(4

)

Form of Incentive Stock Option and related exercise documents.

10.8

 

(14

)

Letter Agreement dated on or about April 25, 2001 between 4-D and AIG Private Bank, Ltd. (Exhibit 99.2).

10.9

 

(14

)

Amendment to Loan Agreement dated on or about April 26, 2001 between 4-D and AIG Private Bank, Ltd. (Exhibit 99.3).

10.10

 

(14

)

Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd. (Exhibit 99.4).

10.11

 

(14

)

Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Swisspartners Investment Network Ltd. (Exhibit 99.5).

10.12

 

(14

)

Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and MATRUST, S.L. (Exhibit 99.6).

10.13

 

(14

)

Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and International Sequoia Investments Limited (Exhibit 99.7).

10.14

 

(15

)

Full Cancellation of Indebtedness effective as of April 26, 2001 between 4-D and Amaldos, S.A. (Exhibit 99.8).

10.15

 

(14

)

Form of Common Stock Purchase Agreement (Exhibit 99.1).

10.49

 

(7

)

Biomagnetic Technologies, Inc. 1992 Employee Stock Purchase Plan.

10.58

 

(6

)

Real Estate Lease, dated April 3, 1989, between the Company and Cornerstone Income Properties, plus First and Second Amendments to the Real Estate Lease.

10.64

 

(8

)

Form of Purchase Option Agreement, as amended.

10.68

 

(6

)

Letter Agreement between the Company and Dassesta International S.A. regarding the purchase of 25,000,000 Shares of Common Stock of the Company.

10.71

 

(10

)

Offshore Subscription Agreement between the Company and Dassesta International S.A. (Numbered originally as Exhibit 2.1).

10.76

 

(11

)

Form of Offshore Stock Subscription Agreements For August 1998 Sale of Company Common Stock.

10.77

 

(11

)

Joint Venture Agreement with Magnesensors.

10.78

 

(13

)

Real estate lease dated March 3, 2000 between Neuromag Oy and Instrumentarium and an English language summary of such lease.


10.79

 

(16

)

Consultancy Agreement between Felipe Fernandez Atela and 4-D Neuroimaging dated April 2, 2001.

21

 

(13

)

Subsidiaries of the Company

23.1

 

(16

)

Consent of Arthur Andersen, LLP.

23.2

 

(16

)

Consent of Swenson Advisors, LLP.

23.3

 

 

 

Consent of Swenson Advisors, LLP.

24

 

(16

)

Certified Power of Attorney

99.9

 

 

 

Annual Report of the Biomagnetic Technologies, Inc. 1992 Employee Stock Purchase Plan

(1)
This exhibit was previously filed as part of, and is hereby incorporated by reference to, the same numbered exhibit in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, filed with the SEC on May 15, 2000.

(2)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-1, Registration Statement No. 33-29095, filed June 7, 1989, as amended by Amendment No. 1, filed June 13, 1989, Amendment No. 2, filed July 21, 1989 and Amendment No. 3, filed July 28, 1989.

(3)
These exhibits were previously filed as a part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in the Fiscal 1991 Form 10-K.

(4)
These exhibits were previously filed as part of, and are hereby incorporated by, reference to the same numbered exhibits (except as otherwise indicated) in the Fiscal 1992 Form 10-K.

(5)
This exhibit was previously filed as part of, and is hereby incorporated by reference to, the same numbered exhibit in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed with the SEC on July 15, 2000.

(6)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-1, Registration Statement No. 33-46758, filed March 26, 1992, as amended by Amendment No. 1, filed May 8, 1992.

(7)
These exhibits were previously filed as part of, and are hereby incorporated by reference to the same numbered exhibits (except as otherwise indicated) in the Registration Statement filed pursuant to the Securities Act of 1933 on Form S-8, Registration Statement No. 33-68136 filed August 27, 1993.

(8)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in Fiscal 1995 Form 10-K.

(9)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in form 8-K, filed April 14, 1995.

(10)
These exhibits were previously filed as part of, and are hereby incorporated by reference, to the same numbered exhibits (except as otherwise indicated) in Fiscal 1998 Form 10-K.

(11)
These exhibits were previously filed as part of, and are hereby incorporated by reference, to the same numbered exhibits (except as otherwise indicated) in Fiscal 1999 Form 10-K.

(12)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, Exhibit 99.1 to the Form S-8, Registration Statement No. 333-96267 filed February 7, 2000.

(13)
These exhibits were previously filed as part of, and are hereby incorporated by reference, to the same numbered exhibits (except as otherwise indicated) in Fiscal 2000 Form 10-K.

(14)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in our current report on Form 8-K filed on or about May 11, 2001, as subsequently amended.

(15)
These exhibits were previously filed as part of, and are hereby incorporated by reference to, the same numbered exhibits (except as otherwise indicated) in our current report on Form 8-K/A filed on or about June 20, 2001, as subsequently amended.

(16)
These exhibits were previously filed as part of, and are hereby incorporated by reference, to the same numbered exhibits (except as otherwise indicated) in Fiscal 2001 Form 10-K.

Supplemental Information

        Proxy materials have not been sent to shareholders as of the date of this report. The Proxy materials will be furnished to our shareholders subsequent to the filing of this report and we will furnish such material to the SEC at that time.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

4-D NEUROIMAGING        
             
By:   /s/  D. SCOTT BUCHANAN      
D. Scott Buchanan
President, Chief Executive Officer, Principal Financial Officer
  Date   January 24, 2002



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PART IV
SIGNATURES