SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Solely Filing Exhibit 18.1) (Mark one) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2003 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: 0-18793 -------------- VITAL SIGNS, INC. (Exact name of registrant as specified in its charter) New Jersey 11-2279807 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 Campus Road Totowa, New Jersey 07512 (Address of principal executive office, including zip code) 973-790-1330 (Registrant's telephone number, including area code) -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At May 1, 2003 there were 12,994,462 shares of Common Stock, no par value, outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2003, originally filed on May 15, 2003. (the "Original Filing"). The Registrant has added exhibit number 18.1, Accountants Preferability Letter. Except as described above, no other changes have been made to the Original Filing. 2 VITAL SIGNS, INC. INDEX PAGE NUMBER PART II. Item 6. Exhibits and Reports on Form 8-K................................ 1 Signatures...................................................... 2 Exhibit 18.1.................................................... Exhibit 31.1.................................................... Exhibit 31.2.................................................... Exhibit 32.1.................................................... Exhibit 32.2.................................................... Item 6. Reports on Form 8-K There were no reports on Form 8-K filed within the quarter. Exhibits 18 Accountants Preferability Letter dated November 1, 2004 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer Pursuant to [p] 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Interim Chief Financial Officer Pursuant to [p] 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Signatures Pursuant to the requirements 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. VITAL SIGNS, INC. By: /s/ Richard T. Feigel -------------------------------- Richard T. Feigel Corporate Controller and Interim Chief Financial Officer Date: November 17, 2004 STATEMENT OF DIFFERENCES ------------------------ The paragraph symbol shall be expressed as .............................. [p]