** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

| ☒ | **Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|---------|------------------------------------------------------------------------------------------|

|   | For the fiscal year ended**December 31, 2018** |
|--------|------------------------------------------------|

or

 

| ☐ | **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:**1-09043**

 

| **MedAmerica Properties Inc.**                         |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

| **Delaware**             |   | **36-3361229**                       |
|--------------------------|--------|--------------------------------------|
| (State of incorporation) |   | (I.R.S. Employer Identification No.) |

 

| **Boca Center, Tower I, 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486** |
|-----------------------------------------------------------------------------------------|
| (Address of principal executive offices)                                                |
|                                                                                    |
| **561-617-8050**                                                                        |
| (Registrant’s telephone number)                                                   |

 

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

 

Securities registered pursuant to Section 12(g) of the Exchange Act: **Common stock, $0.01 par value per share**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) 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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) 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. ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large Accelerated Filer☐ | Accelerated Filer☐                                               |
|--------------------------------|------------------------------------------------------------------------|
| Non-accelerated filer☐   | Smaller Reporting Company☒ 

Emerging growth Company☐ |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second quarter: $5,663,163 as of June 30, 2018.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 2,610,568 shares of common stock, $0.01 par value per share, as of March 29, 2019.

 

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**Explanation of Amendment**

 

The purpose of this Amendment No. 1 (this “Amendment”) to MedAmerica Properties Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on April 11, 2019 (the “Annual Report”), is to correct an error in the disclosure concerning the compensation of a member of the board of directors contained in the Annual Report. In addition, the Annual Report inadvertently omitted exhibits 31 and 32, and those exhibits are filed with this Amendment.  No other changes have been made to the Annual Report. This Amendment includes disclosure as of the original filing date of the Annual Report, does not reflect events that may have occurred subsequent to the original filing date, and other than as described in this Amendment, does not modify or update in any way disclosures made in the Annual Report.

 

**Amendment****to Annual Report**

 

The paragraph preceding the director compensation table under “Item 1. Executive Compensation — Director Compensation” at page 17 of the Annual Report erroneously stated that director Vineet Bedi was granted an option in June 2018 in connection with his oversight of the proposed Transaction (as defined in the Annual Report). MedAmerica was not yet exploring the Transaction in June 2018 and Mr. Bedi was granted the option shortly after joining the MedAmerica’s board of directors in May 2018. In order to correct this error, the paragraph introducing the director compensation table is hereby deleted in its entirety and replaced with the following:

 

On May 24, 2018, Vineet Bedi joined MedAmerica’s board of directors and on June 11, 2018 we granted Mr. Bedi a fully-vested five-year option to purchase 10,000 shares of our common stock for $6.00 per share for his services as a director. None of our other directors were compensated for their service on the board in 2018.

 

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**Item 15. Exhibits, Financial Statement Schedules.**

 

| (b) | **Exhibit Index.** |   |
|-----|--------------------|--------|

 

| 31.1*  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                            |
| 31.2*  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|   |                                                                                                                            |
| 32.1*  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          |
|   |                                                                                                                            |
| 32.2*  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          |

 

*Filed herewith.

 

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SIGNATURES

** **

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, MedAmerica Properties Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                 | MedAmerica Properties Inc.                   |
|----------------------|----------------------------------------------|
|                 |                                         |
| Date: April 23, 2019 | /s/ Joseph C. Bencivenga                     |
|                 | By Joseph C. Bencivenga,                     |
|                 | President and Chief Executive Officer        |
|                 | (Principal Executive Officer)                |
|                 |                                         |
| Date: April 23, 2019 | /s/ Patricia K. Sheridan                     |
|                 | By Patricia K. Sheridan,                     |
|                 | Chief Financial Officer                      |
|                 | (Principal Financial and Accounting Officer) |

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of MedAmerica Properties Inc. and in the capacities and on the dates indicated.

 

| Date: April 23, 2019 | /s/ Gary O. Marino                                          |
|----------------------|-------------------------------------------------------------|
|                 | By Gary O. Marino,                                          |
|                 | Chairman of the Board                                       |
|                 |                                                        |
| Date: April 23, 2019 | /s/ Joseph C. Bencivenga                                    |
|                 | By Joseph C. Bencivenga, Director & President & CEO |
|                 |                                                        |
| Date: April 23, 2019 | /s/ Bennett Marks                                           |
|                 | By Bennett Marks, Director                                  |
|                 |                                                        |
| Date: April 23, 2019 | /s/ Paul Dennis                                             |
|                 | By Paul Dennis, Director                                    |
|                 |                                                        |
| Date: April 23, 2019 | /s/ Donald Denbo                                            |
|                 | By Donald Denbo, Director                                   |
|                 |                                                        |
| Date: April 23, 2019 | /s/ Vineet Bedi                                             |
|                 | By Vineet Bedi, Director                                    |