ART 10-KSB/A 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
 
FORM 10-KSB/A 
 
[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
For the fiscal year ended December 31, 2006

[  ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
001-9731
(Commission file number)

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
(Name of small business issuer in its charter)
 
Delaware
(State or other jurisdiction of incorporation of organization)
72-0925679
(IRS Employer Identification Number)
25 Sawyer Passway, Fitchburg, MA
(Address of principal executive offices)
01420
(Zip Code)
(978) 345-5000
(Issuer's telephone number)

Securities Registered under Section 12 (b) of the Act:

Common Stock, $.01 par value
(Title of Each Class)
American Stock Exchange
(Name of Each Exchange on Which Registered)
 
Securities Registered under Section 12 (g) of the Act:
None

 
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 __
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No _X_
 
State issuer’s revenues for its most recent fiscal year. $19,318,106
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price of such stock as of March 21, 2007. $ 61,599,740
 
On March 21, 2007 there were 2,706,680 shares of the issuer's common stock, par value $.01, outstanding, which is the only class of common or voting stock of the issuer.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2006. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-KSB/A.
 
Transitional Small Business Disclosure Format (Check one): Yes ____ No X 
 

 

EXPLANATORY NOTE
 
Arrhythmia Research Technology, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on March 29, 2007 solely to furnish the exhibits to the Annual Report, which exhibits were inadvertently incorrectly transmitted in the initial filing.  The text of the Annual Report remains unchanged.
 


SIGNATURES
 
In accordance with of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

By: /s/ James E Rouse
James E. Rouse,
President and Chief Executive Officer
March 29, 2007
 
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 


 
Signature
  
 
Capacity
  
 
Date
 
 
/s/ James E. Rouse
  
 
 
President, Chief Executive Officer and
  
 
 
March 29, 2007
James E. Rouse
 
 
/s/ David A. Garrison
  
Director (Principal Executive Officer)
 
Executive Vice President of Finance
and Chief Financial Officer
  
 
 
 
March 29, 2007
David A. Garrison
 
 
/s/ E. P. Marinos
  
(Principal Financial and Accounting Officer)
 
 
Chairman of the Board
 
 
 
 
March 29, 2007
E. P. Marinos
 
 
/s/ Julius Tabin
  
 
 
 
Director
  
 
 
 
March 29, 2007
Julius Tabin
 
 
/s/ Paul F. Walter
  
 
 
 
Director
  
 
 
 
March 29, 2007
Paul F. Walter
 
 
/s/ Jason R. Chambers
  
 
 
 
Director
  
 
 
 
March 29, 2007
Jason R. Chambers
        
         


EXHIBIT INDEX

 
Exhibit Number
  
Description of Exhibit
  
Page
3.0
  
Articles of Incorporation
  
(a)
3.1
  
By-laws
  
(c)
4.0
  
Form of Certificate evidencing shares of the Company's Common Stock.
  
(a)
4.6*
  
2001 Stock Option Plan
  
(b)
4.7*
  
2003 Stock Bonus Plan
  
(f)
4.8*
  
2005 Stock Award Plan
  
(h)
10.40*
  
Employment agreement between James E. Rouse and the Company dated October 5th, 2001.
  
(d)
10.41
  
Asset Purchase Agreement, dated May 7, 2004, between Micron Products, Inc. and Shrewsbury Molders, Inc.
  
(g)
10.42*
  
Amendment to the employment agreement between James E. Rouse and the Company dated October 5th, 2001 effective October 4th, 2006.
  
(i)
10.43*
  
Employment agreement between James E. Rouse and the Company dated December 26th, 2006.
  
X-1
10.44*
 
Employment agreement between David A. Garrison and the Company dated January 1st, 2007.
  
X-2
21.0
  
Subsidiaries
  
(e)
23.1
  
Consent of Carlin, Charron & Rosen, LLP
  
X-3
31.1
  
Certification of the CEO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)
  
X-4
31.2
  
Certification of the CFO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)
  
X-5
32.1
  
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
X-6
32.2
  
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
X-7
         

* Indicates a management contract or compensatory plan required to be filed as an exhibit.

(a)
Incorporated by reference from the Company’s Registration Statement on Form S-18 as filed with the Commission in April 1988, Registration Statement No. 33-20945-FW.
(b)
Incorporated by reference from the Company’s Form 10-K for fiscal year ended December 31, 2001 as filed with the Commission in March 2002.
(c)
Incorporated by reference from the Company’s Form 10-Q for period ended September 30, 2002 as filed with the Commission in November 2002.
(d)
Incorporated by reference from the Company’s Form 10-Q as exhibit 10.10 for period ended September 30, 2002 as filed with the Commission in November 2002.
(e)
Incorporated by reference from the Company’s Form 10-K for fiscal year ended December 31, 2002 as filed with the Commission in March 2003.
(f)
Incorporated by reference from the Company’s Registration Statement on Form S-8 as filed with the Commission in November 2004, Registration Statement No. 333-120329.
(g)
Incorporated by reference from the Company’s Form 8-K as filed with the Commission on May 21, 2004.
(h)
Incorporated by reference from the Company’s Registration Statement on Form S-8 as filed with the Commission in December 2005, Registration Statement No. 333-130678.
(i)
Incorporated by reference from the Company’s Form 8-K as filed with the Commission on October 6, 2006.