**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

** **

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**FORM 10-K/A-1**

**(Amendment No. 1)**

 

| **ý**                                                                   | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934**     |
|------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
| **For the fiscal year ended December 31, 2002**                              |
|                                                                         |                                                                                           |   |
| **o**                                                                        | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
| **For the transition period from      to    ** |
|                                                                         |                                                                                           |   |
| **Commission File Number 0-22229**                                           |
|                                                                              |                                                                                                |  |  |

 

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**VITAL IMAGES, INC.**

(Exact name of Registrant as specified in its charter)

 

| **Minnesota**                                                        |   | **42-1321776**                       |
|----------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization)      |   | (I.R.S. Employer Identification No.) |
|                                                                 |   |                                 |
| **3300 Fernbrook Lane, N., Suite 200  Plymouth, Minnesota**          |   | **55447**                            |
| (Address of principal  executive offices)                            |   | (Zip Code)                           |
|                                                                 |   |                                 |
| **(763) 852-4100**                                                   |
| (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, $.01 par value  Preferred Stock Purchase Rights**    |

 

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Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes   ý    No   o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to the Form 10-K.  o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the act). Yes  o   No  ý

 

The aggregate market value of the common stock held by non-affiliatesof the registrant computed by reference to the price at which the common stockwas last sold as of June 28, 2002, the last business day of the registrant’smost recently completed second fiscal quarter, was $49,012,000.  The common stock is the registrant’s onlyclass of voting stock.

 

The number of sharesoutstanding of the issuer’s classes of common stock as of February 28, 2003:Common stock, $.01 Par Value – 9,039,714.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of registrant’s definitive Proxy Statement in connection withthe Annual Meeting of Shareholders to be held May 7, 2003 (“2003 ProxyStatement”) are incorporated by reference into Part III.

 

 

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VITAL IMAGES, INC.

FORM 10-K/A-1

(Amendment No. 1)

 

TABLE OF CONTENTS

 

PART IV

 
| Item 15. | Exhibits, Financial Statement Schedules and  Reports on Form 8-K |
|----------|------------------------------------------------------------------|
|     |                                                             |
|     | Signatures                                                       |

 

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Item15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM8-K

 

This Form 10-K/A-1 (Amendment No. 1), whichamends the Annual Report on Form 10-K of Vital Images, Inc. for the year endedDecember 31, 2002, is being filed solely for the purpose of refiling Exhibits10.37 and 10.38.

 

(a) (3)                                         LISTING OFEXHIBITS

 

The Exhibits required to be a part of thisReport are listed in the Index to Exhibits, which follows on page 4.

 

(c)                                                          EXHIBITS

 

Included in Item 15 (a) (3) above.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this Form 10-K/A-1(Amendment No.1) to be signed on its behalf by the undersigned, thereunto dulyauthorized, in Minneapolis, Minnesota, on the 22nd day of September, 2003.

 
|   | VITAL IMAGES, INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By                 | /s/ Gregory  S. Furness |
|   |               | Gregory S. Furness |
|   |               | Chief Financial Officer  and Vice President-Finance  (Principal Financial and Accounting  Officer) |

 

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**INDEX TO EXHIBITS**

** **
| **Item No.** |   | **Description**                                                                                                                                                                                                                                                                                              |
|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                         |
| 3.1          |   | Articles of Incorporation of  the Company (incorporated by reference to Exhibit 3.1 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 3.2          |   | By-laws of the Company  (incorporated by reference to Exhibit 3.2 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                                                                                                              |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 4.1          |   | Form of common stock  Certificate of the Company (incorporated by reference to Exhibit 4.3 to the  Company’s registration statement on Form 10 (File No. 0-22229)).                                                                                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 4.2          |   | Rights Agreement, dated effective  as of May 1, 1997 between the Company and American Stock Transfer and Trust  Company, which includes as Exhibit B the form of Rights Certificate  (incorporated by reference to Exhibit 4.4 to the Company’s registration  statement on Form 10 (File No. 0-22229)). |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 4.3          |   | Certificate of Designation,  Preferences and Rights of Series A Junior Preferred Stock of the Company  (incorporated by reference to Exhibit 4.5 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.1         |   | Form of Distribution Agreement,  effective as of May 2, 1997 between Bio-Vascular, Inc. and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.2         |   | Form of Employee Benefits  Agreement, effective as of May 2, 1997, between Bio-Vascular, Inc. and the  Company** (incorporated by reference to Exhibit 10.2 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                    |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.3         |   | Form of Tax Sharing Agreement,  effective as of May 2, 1997, between Bio-Vascular, Inc. and the Company  (incorporated by reference to Exhibit 10.3 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.4         |   | Form of Transition Services  Agreement, effective as of May 2, 1997 between Bio-Vascular, Inc. and the  Company (incorporated by reference to Exhibit 10.4 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                     |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.5         |   | Incentive Stock Option  Adjustment Plan** (incorporated by reference to Exhibit 10.5 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                                                                                           |
|         |   |                                                                                                                                                                                                                                                                                                         |
| 10.6         |   | 1990 Stock Option Plan**  (incorporated by reference to Exhibit 10.6 to the Company’s registration  statement on Form 10 (File                                                                                                                                                                          |

 

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|      |   | No. 0-22229)).                                                                                                                                                                                                                                                   |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                             |
| 10.7      |   | 1992 Stock Option Plan**  (incorporated by reference to Exhibit 10.7 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                                                               |
|      |   |                                                                                                                                                                                                                                                             |
| 10.8      |   | 1992 Director Stock Option  Adjustment Plan** (incorporated by reference to Exhibit 10.8 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                                           |
|      |   |                                                                                                                                                                                                                                                             |
| 10.9      |   | 1995 Stock Incentive Adjustment  Plan** (incorporated by reference to Exhibit 10.9 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                                                 |
|      |   |                                                                                                                                                                                                                                                             |
| 10.10     |   | Employee Stock Purchase Plan**  (incorporated by reference to Exhibit 10.10 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                                                        |
|      |   |                                                                                                                                                                                                                                                             |
| 10.11     |   | 1997 Stock Option and Incentive  Plan** (incorporated by reference to Exhibit 10.11 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                                                                                |
|      |   |                                                                                                                                                                                                                                                             |
| 10.12     |   | 1997 Director Stock Option  Plan** (incorporated by reference to Exhibit 10.12 to the Company’s  registration statement on Form 10 (File No. 0-22229)).                                                                                                     |
|      |   |                                                                                                                                                                                                                                                             |
| 10.17     |   | Joint Development Agreement  dated August 14, 1996 between the Company and ATL Ultrasound, Inc.*  (incorporated by reference to Exhibit 10.18 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                      |
|      |   |                                                                                                                                                                                                                                                             |
| 10.18     |   | Sales and Marketing Agreement  dated August 14, 1996 between the Company and ATL Ultrasound, Inc.*  (incorporated by reference to Exhibit 10.19 to the Company’s registration  statement on Form 10 (File No. 0-22229)).                                    |
|      |   |                                                                                                                                                                                                                                                             |
| 10.19     |   | Software License Agreement  dated August 1, 1997 between the Company and Duke University (incorporated by  reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 1997 (File No. 

0-22229)).              |
|      |   |                                                                                                                                                                                                                                                             |
| 10.22     |   | Non-qualified Stock Option  Agreement dated February 24, 1998 between the Company and Douglas M. Pihl**  (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1997 (File No. 0-22229)). |
|      |   |                                                                                                                                                                                                                                                             |
| 10.26     |   | Lease agreement dated October  19, 1999 between St. Paul Properties, Inc. and the Company (incorporated by  reference to Exhibit 10.27 to the Company’s Form 10-Q for the quarter ended  September 30, 1999 (File No. 0-22229)).                            |
|      |   |                                                                                                                                                                                                                                                             |
| **10.27** |   | **Vital Images, Inc. and Toshiba  America Medical Systems, Inc. Reseller Agreement * (incorporated by reference  to Exhibit 10.27 to the Company’s Form 10-Q for the quarter**                                                                              |

 

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|      |   | **ended September 30, 2000 (File  No. 0-22229)).**                                                                                                                                                                                                                                                                           |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.28** |   | **Employment Agreement dated  December 27, 1999 between the Company and Albert Emola** (incorporated by  reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 2000 (File No.**

**0-22229)).**                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| 10.29     |   | Non-qualified Stock Option  Agreement dated December 28, 1999 between the Company and Albert Emola**  (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2000 (File No. 0-22229)).                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| 10.30     |   | Form of Change in Control  Agreement between the Company and Albert Emola and Gregory S. Furness**  (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2000 (File No. 0-22229)).                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.31** |   | **Form of Change in Control  Agreement between the Company and Vincent J. Argiro, Ph.D., Steven P.  Canakes, David M. Frazee, Jay D. Miller and Robert C. Samec** (incorporated  by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 2000 (File No. 0-22229)).** |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.32** |   | **Technology License Agreement  between PointDX, Inc. and Vital Images, Inc.* (incorporated by reference to  Exhibit 10.32 to the Company’s Form 10-Q for the quarter ended September 30,  2001 (File No. 0-22229)).**                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.33** |   | **Development, Supply, Marketing  and Distribution Agreement between Vital Images, Inc. and E-Z-EM, Inc.* (incorporated  by reference to Exhibit 10.33 to the Company’s Form 10-Q for the quarter  ended September 30, 2001 (File No. 0-22229)).**                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.34** |   | **Development and License  Agreement between Vital Images, Inc. and Surgical Navigation Technologies,  Inc. (incorporated by reference to Exhibit 10.34 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2001 (File No. 0-22229)).**                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.35** |   | **Marketing and Distribution  Agreement between Vital Images, Inc. and Toshiba Corporation, Medical Systems  Company * (incorporated by reference to Exhibit 10.35 to the Company’s Form  10-Q for the quarter ended March 31, 2002 (File**

**No. 0-22229)).**                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.36** |   | **Severance Agreement dated  February 9, 2002 between the Company and Albert Emola (incorporated by  reference to Exhibit 10.36 to the Company’s Form 10-Q for the quarter ended  March 31, 2002** (File No. 0-22229)).**                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                         |
| **10.37** |   | **Marketing and Distribution  Agreement between Vital Images,**                                                                                                                                                                                                                                                              |

 

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|      |   | **Inc. and Toshiba Corporation,  Medical Systems Company (filed herewith electronically) (Confidential  treatment has been requested for portions of this exhibit).**                                                                           |
|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                            |
| **10.38** |   | **Product Distribution Agreement  between Vital Images, Inc. and R2 Technology, Inc. (filed herewith  electronically) (Confidential treatment has been requested for portions of  this exhibit).**                                              |
|      |   |                                                                                                                                                                                                                                            |
| **10.39** |   | **Employment Agreement dated  February 9, 2002 between the Company and Jay D. Miller** (incorporated by  reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 2002).**                  |
|      |   |                                                                                                                                                                                                                                            |
| **10.40** |   | **Form of Change in Control  Agreement between the Company and Jay D. Miller** (incorporated by reference  to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year  ended December 31, 2002).**                          |
|      |   |                                                                                                                                                                                                                                            |
| **10.41** |   | **Non-qualified Stock Option  Agreement dated December 28, 2002 between the Company and Jay D. Miller**  (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 2002).** |
|      |   |                                                                                                                                                                                                                                            |
| 31.1      |   | Certification of Chief  Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  (filed herewith electronically).                                                                                                           |
|      |   |                                                                                                                                                                                                                                            |
| 31.2      |   | Certification of Chief  Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  (filed herewith electronically).                                                                                                           |

 

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*                 Portions of suchexhibit are treated as confidential pursuant to a request for confidentialtreatment filed with the Commission by the Registrant.

 

**          Indicates a managementcontract or compensatory plan or arrangement.

 

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