UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12 21, 2011

American Medical Alert Corp.

(Exact name of registrant as specified in its charter)

New York	333-54992	11-2571221
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

36-36 33rd Street, Long Island City, New York	11106
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (212) 879-5700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
□	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

1¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item~~¨ ~~8.01~~Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Litigation~~¨ ~~Settlement~~Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

On¨ ~~September~~Pre-commencement ~~22,~~communications ~~2011,~~pursuant ~~American~~to ~~Medical~~Rule ~~Alert~~13e-4 ~~Corp.~~ (~~“AMAC”~~c) ~~entered~~under ~~into an Agreement and Plan of Merger (~~the ~~“Merger~~Exchange ~~Agreement”)~~Act ~~with Tunstall Healthcare Group Limited~~ (~~“Tunstall”)~~17 ~~and~~CFR ~~Monitor Acquisition Corp~~240., an indirect wholly owned subsidiary of Tunstall (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into AMAC and AMAC will become a wholly13e-~~owned subsidiary of Tunstall~~ 4(~~the “Merger”~~c). In September 2011, purported class action lawsuits were filed in the Supreme Court of the State of New York, County of Nassau and in the Supreme Court of the State of New York, County of Queens. In October 2011, a second purported class action lawsuit was filed in the Supreme Court of the State of New York, County of Queens.)

On October 27, 2011, the plaintiffs in the actions commenced in Queens, Diane Kent and Joyce Fauci (together, the “Queens Plaintiffs”), filed a motion seeking to consolidate their actions as well as any subsequently filed related actions, into the action commenced by Diane Kent, designating the resulting consolidated action as In re American Medical Alert CorpItem 1.02 Termination ~~Shareholder Litigation and appointing the law firms~~ of Robbins Umeda LLP and Levi & Korsinsky LLP as Co-Lead Counsel in the requested consolidated action. The Queens Plaintiffs advised the Court in their motion that Joseph Weiss (the “Nassau Plaintiff”), who commenced the action pending in Nassau County, supports the motion and has agreed to coordinate efforts and jointly prosecute a ~~consolidated~~Material ~~action~~Definitive ~~in Queens County~~Agreement. ~~The Queens Plaintiffs’ motion was granted on November 29, 2011.~~

~~Each~~In ofconnection ~~these~~with ~~lawsuits challenges~~ the ~~transactions~~Merger ~~contemplated~~(as bydefined ~~the~~below), ~~Merger~~on ~~Agreement. The~~December ~~plaintiffs~~22, in2011, ~~these~~AMAC ~~lawsuits~~repaid ~~are~~all ~~purported~~amounts ~~holders~~(including ofprincipal, ~~AMAC~~interest ~~common~~and ~~stock (“AMAC Shareholders”~~fees) accrued and ~~are~~outstanding ~~purportedly~~under ~~acting~~the onCredit ~~behalf~~Agreement, dated as of aMay ~~putative~~20, ~~class~~2002, ofby and between AMAC ~~Shareholders. These~~and ~~suits~~JP ~~name~~Morgan asChase ~~defendants~~Bank, ~~AMAC~~N.A., ~~the~~as ~~members~~successor ofin ~~AMAC’s~~interest ~~Board~~to The Bank of ~~Directors~~New York (~~“our~~as ~~board~~amended, ofsupplemented ~~directors~~or otherwise modified from time to time, the “Credit Agreement”). ~~and,~~As ina result, the ~~action~~Credit ~~started~~Agreement bywas ~~Diane~~terminated, ~~Kent~~effective as of December 23, ~~Tunstall~~2011. ~~and~~No ~~Merger~~penalties ~~Sub~~were required to be paid in connection with such repayment.

While AMAC and the other defendants believe that each of the aforementioned lawsuits is without merit, in an effort to minimize the cost and expense of any litigation relating to such lawsuits, on December 12, 2011, AMAC and other defendants entered into a memorandum of understanding (“MOU”) with the plaintiffs in In re American Medical Alert CorpItem 2. ~~Shareholder Litigation, and the Nassau Plaintiff pursuant to which AMAC and such parties agreed in principle, and subject to certain conditions, to settle the shareholder lawsuits~~01. ~~Subject~~ toCompletion ~~approval~~ of ~~the~~Acquisition Supreme Court of the State of New York, County of Queens and further definitive documentation, the MOU establishes a framework to resolve the allegations against AMAC and other defendants in connection with the Merger Agreement and contemplates a release and settlement by the AMAC Shareholders of all claims against AMAC and other defendants and their affiliates and agents in connection with the Merger Agreement. In exchange for such release and settlement, pursuant to the terms of the MOU, the parties agreed, after arm’s-length discussions, that AMAC would file this Current Report on Form 8-K amending and supplementing the applicable disclosure in its proxy statement and related press release. The settlement is also contingent upon, among other things, consummation of the Merger. In addition, in connection with the settlement and as provided in the MOU, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses as part of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or ~~that~~Disposition the court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the MOU may be terminated. The settlement will not affect the amount of ~~the merger consideration that AMAC Shareholders are entitled to receive in the Merger~~Assets. ~~In the event that the MOU is not approved and such conditions are not satisfied, AMAC will continue to vigorously defend these actions.~~

2On December 22, 2011, pursuant to the terms of the previously reported Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 22, 2011, by and among American Medical Alert Corp. (“AMAC”), Tunstall Healthcare Group Limited (“Tunstall”), and Monitor Acquisition Corp., (“Merger Sub”) a wholly owned subsidiary of Tunstall, Tunstall completed its acquisition of AMAC via the merger of Merger Sub with and into AMAC, with AMAC continuing as the surviving company in the merger and becoming a wholly owned subsidiary of Tunstall (the “Merger”). AMAC shareholders approved the Merger Agreement at a special meeting of AMAC shareholders held on December 21, 2011 (the Special Meeting”).

OnAs ~~December~~a 13result of the Merger, ~~2011~~at the effective time of the Merger, each share of common stock of AMAC (the “AMAC Common Stock”), including shares of restricted stock, issued aand ~~press~~outstanding ~~release~~immediately ~~announcing~~prior to the ~~MOU~~effective time (other than treasury shares of AMAC and any shares of AMAC Common Stock owned by Tunstall, Merger Sub or any wholly owned subsidiary of AMAC) was converted into the right to receive (i) an amount in cash, without interest, equal to $8. A55 ~~copy~~(the “Cash Consideration”), less the amount of any required withholding tax, and (ii) one contingent payment right (a “CPR”), subject to and in accordance with a CPR Agreement, which provides for payments under certain circumstances relating to AMAC’s investment in Lifecomm LLC. The Cash Consideration and the ~~press~~CPR ~~release~~are iscollectively ~~attached~~referred ~~hereto~~to as ~~Exhibit~~the 99“Merger Consideration”.1.

~~Additional~~All ~~Disclosures~~outstanding stock options (“Options”) and restricted stock units (“RSUs”) of AMAC were canceled at the Effective Time. At the Effective Time, Holders of Options, whether vested or unvested, became entitled to receive, for each share of AMAC Common Stock subject to such Option, (i) a cash payment equal to the difference between the Cash Consideration and the exercise price of the Option, less the amount of any required withholding tax, and (ii) one CPR. Holders of RSUs, whether vested or unvested, became entitled to receive, for each share of AMAC Common Stock subject to such RSU, the Merger Consideration.

AsThe ~~contemplated~~description byof the ~~proposed settlement, AMAC is providing certain additional disclosures that are supplemental to those contained in the definitive proxy statement relating to the~~ Merger, ~~filed~~Agreement ~~with the SEC on November 17, 2011,~~ and ~~previously mailed to you, relating to~~ the ~~solicitation~~transactions ofcontemplated ~~proxies~~thereby in ~~connection~~this ~~with~~Current ~~the~~Report ~~special~~on ~~meeting~~Form of8-K ~~AMAC’s~~does ~~shareholders~~not ~~scheduled~~purport to be ~~held~~complete onand ~~December~~is ~~21,~~subject ~~2011 at 10:30 a.m. This supplemental information should be read in conjunction with the proxy statement~~to, ~~which~~and wequalified ~~urge you to read~~ in its entirety~~. As~~ ~~noted above~~by, ~~none of~~ the ~~defendants~~Merger ~~has admitted any wrongdoing of any kind~~Agreement, ~~including~~which ~~but~~is ~~not~~attached ~~limited~~hereto toas ~~inadequacies~~Exhibit 2.1 inand ~~any~~is ~~disclosure,~~incorporated ~~the~~herein ~~materiality~~by ~~of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing~~reference. ~~The additional disclosures are as follows:~~

~~Background~~Item 3.01. Notice of ~~the~~Delisting ~~Merger~~or ~~(beginning~~Failure onto ~~page~~Satisfy 19a ofContinued ~~the~~Listing ~~Proxy~~Rule ~~Statement)~~or Standard; Transfer of Listing

On December 22, 2011, AMAC notified The ~~last~~NASDAQ ~~paragraph~~Stock onMarket, ~~page~~LLC 20(“Nasdaq”) of the ~~proxy~~consummation ~~statement~~of isthe ~~revised~~Merger toand ~~read~~requested that trading in ~~its~~AMAC ~~entirety~~Common Stock be suspended prior to market open the next business day and that AMAC Common Stock be withdrawn from listing on Nasdaq. On the same day, Nasdaq filed a Form 25 with the Securities and Exchange Commission (“SEC”) to delist and deregister AMAC Common Stock. As a result, AMAC Common Stock will no longer be listed on The Nasdaq Capital Market following the close of business on December 22, 2011. In addition, AMAC intends to file with the SEC a Form 15 under the Securities Exchange Act of 1934, as ~~follows:~~amended (the “Exchange Act”), requesting the deregistration of AMAC Common Stock and the suspension of AMAC’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

OnItem 3.03. ~~December~~Material ~~10,~~Modification ~~2009, our board of directors met, together with representatives of AMAC’s management and legal and financial advisors,~~ to ~~discuss~~Rights ~~the status~~ of ~~the~~Security third-party solicitation process. Houlihan Lokey discussed with our board of directors the 63 potential parties that had been or would be contacted, which potential parties were comprised of 32 strategic parties and 31 financial parties. It was noted that 27 parties, including six strategic and 21 financial parties, had expressed preliminary interest in exploring a transaction with AMAC, as such parties had executed confidentiality agreements at that point in time.Holders

~~The~~At ~~first~~the ~~paragraph~~effective ontime ~~page~~and 21as a result of the ~~proxy~~Merger, ~~statement~~each isoutstanding ~~revised~~share toof ~~read~~AMAC inCommon ~~its~~Stock ~~entirety~~(other asthan ~~follows:~~treasury shares of AMAC and any shares of AMAC Common Stock owned by Tunstall, Merger Sub or any wholly owned subsidiary of AMAC), including restricted stock, was cancelled and converted into the right to receive the Merger Consideration.

OnThe ~~January~~description ~~7, 2010, our board~~ of ~~directors~~the ~~met,~~Merger ~~together~~Agreement ~~with representatives of AMAC’s management~~ and ~~legal~~the ~~and~~transactions ~~financial~~contemplated ~~advisors,~~thereby toin ~~discuss~~this ~~the~~Current ~~status~~Report ofon ~~the~~Form ~~third~~8-~~party~~K ~~solicitation~~does ~~process. Our~~not ~~board~~purport ofto ~~directors~~be ~~was~~complete ~~informed~~and ~~that~~is ~~four~~subject ~~indications of interest had been submitted by potential financial buyers, referred~~ to ~~as Company B~~, ~~C, D~~ and E,qualified ~~expressing interest~~ in ~~acquiring AMAC in an overall range of $5.75 to $8.21 per share. The indications of interest of each such party were structured as acquisitions of AMAC in~~ its entirety ~~(as~~by, ~~opposed~~the toMerger aAgreement, ~~particular~~which ~~division~~is ofattached ~~AMAC)~~hereto ~~for~~as ~~consideration~~Exhibit 2.1 ~~consisting~~and ~~entirely~~is ofincorporated ~~cash,~~herein asby ~~follows:~~reference.

Party	Enterprise Value
	Low ($)		High ($)
Company B		65.0		75.0
Company C		66.0		77.0
Company D		59.5		62.3
Company E		53.0		53.0

Item 5.01. Changes in Control of Registrant

As a result of the transactions contemplated by the Merger Agreement and the Merger, a change of control of AMAC occurred, and AMAC became a wholly owned subsidiary of Tunstall. The disclosures under Items 2.01 and 3.03 above and 5.02 below are incorporated herein by reference.

~~Each of these companies executed a non-disclosure and standstill agreement with AMAC~~Item 5. ~~Our board of directors reviewed these indications of interest with management and Houlihan Lokey, and determined that each proposal undervalued AMAC and should not be pursued further~~02. ~~Our~~ ~~board~~Departure of ~~directors~~Directors ~~directed~~or ~~Houlihan~~Certain ~~Lokey~~Officers; toElection ~~contact the three potential strategic parties that had not yet responded and indicated that, if indications~~ of ~~interest~~Directors; ~~were~~Appointment ~~received in a similar price range, the third-party solicitation process should be discontinued. Our board~~ of ~~directors~~Certain ~~also~~Officers; ~~was~~Compensatory ~~informed~~Arrangements ~~that Company A had increased its indication~~ of ~~interest~~Certain for AMAC’s HSMS division to approximately $60-65 million and confirmed that it was not interested in purchasing AMAC’s TBCS division, which would need to be divested as a condition precedent to consummating its purchase. Our board of directors instructed Houlihan Lokey to inform Company A that its valuation was too low, that the transaction structure was problematic and that AMAC would not pursue further discussions with Company A unless Company A was willing to increase its proposed purchase price and acquire the entire company. The other strategic parties that had not yet responded as of the January 7, 2010 board of directors meeting did not subsequently furnish an indication of interest.Officers

~~The~~In ~~last~~connection ~~paragraph~~with onthe ~~page~~Merger 23and at the effective time of the ~~proxy~~Merger, ~~statement~~each isof ~~revised~~the then-current directors of AMAC resigned. Pursuant to ~~read~~the interms ~~its~~of ~~entirety~~the asMerger ~~follows:~~Agreement, at the effective time of the Merger, the members of the board of directors of Merger Sub immediately prior to the effective time of the Merger became the members of the board of directors of AMAC.

On ~~June~~December 21, 2011, ~~our~~AMAC ~~board~~and ofRandi ~~directors held a meeting~~Baldwin, ~~together with representatives of~~ AMAC’s ~~management~~Senior ~~and~~Vice ~~legal~~President, Marketing and ~~financial~~Program ~~advisors~~Development, toentered ~~discuss~~into ~~the~~an ~~revised~~Agreement ~~LOI~~and ~~received~~General ~~from~~Release Tunstall earlier that day which provided as follows: the proposed transaction would be structured as a one-step Merger; the cash portion of the consideration would be $8.75 per share on a fully diluted basis plus additional consideration in the form of a CPR (the ~~structure~~“Separation ~~of the CPR would call for payments upon certain liquidity events with respect to Lifecomm and a $0.50 per share payment based upon a Tunstall change of control prior to the sale or IPO of Lifecomm~~Agreement”), apursuant ~~30-day exclusivity period for Tunstall~~ to ~~complete~~which, ~~its~~by ~~due~~mutual ~~diligence~~agreement, ~~and~~Ms. ~~negotiate~~Baldwin’s ~~transaction~~employment ~~documents~~ with AMAC; aterminated ~~break-up~~without ~~fee~~cause ofeffective ~~$3.5~~December ~~million; and $500~~16,~~000~~ ~~expense~~2011 ~~reimbursement if AMAC shareholders rejected~~ (the ~~transaction~~“Separation ~~and there was no alternative transaction then pending~~Date”). ~~Our~~ ~~board~~Pursuant ofto ~~directors~~the ~~further~~Employment ~~discussed~~Agreement (the ~~confidentiality~~“Baldwin ~~and~~Employment ~~exclusivity~~Agreement”), ~~features~~dated ~~of the LOI~~ as ~~well as the provision for a window-shop period after a merger agreement was signed. Our board~~ of ~~directors~~July ~~also~~1, ~~noted~~2009, ~~that~~between Tunstall’s request for expense reimbursement if the merger agreement was not executed had been successfully negotiated out of the proposal. The transactions contemplated in the LOI were subject to the mutual agreement of Tunstall and AMAC ~~to definitive documentation~~ and ~~the completion by Tunstall of its due diligence of AMAC~~Ms. At ~~the meeting~~Baldwin, ~~our board of directors determined to approve the terms and conditions of the LOI and to authorize~~ AMAC towill ~~execute~~continue ~~the LOI substantially in the form presented~~ to ~~our~~pay ~~board of directors~~Ms. In ~~approving~~Baldwin ~~the~~her ~~terms~~annual ofbase ~~the~~salary ~~LOI as they related to the CPR, our board~~ of ~~directors considered that there was not sufficient transparency with respect to the value of AMAC’s interest in Lifecomm~~$190,000 ~~and~~for ~~accordingly it was difficult to assign~~ a ~~reasonably~~period ~~ascertainable cash value to such interest at that time. In addition, Tunstall resisted paying additional amounts due to the speculative value~~ of ~~the~~twelve ~~Lifecomm~~months ~~interest~~following in the ~~absence~~Separation ofDate ~~a monetization of~~ (the ~~Lifecomm~~“Severance ~~interest or other event that would create liquidity for Tunstall~~Period”). ~~Therefore,~~ ~~our~~In ~~board of directors felt it was appropriate to allocate additional per share consideration to a CPR~~addition, ~~which would afford~~ AMAC ~~shareholders~~will ~~the~~pay ~~opportunity~~Ms. toBaldwin ~~realize~~for ~~value~~13 ~~from~~accrued ~~the CPR at such time that the value of the Lifecomm interest would be both more reasonably ascertainable~~ and ~~monetized~~unused ~~(thereby~~vacation ~~creating liquidity for Tunstall and enabling payments under the CPR to be made)~~days.

4Pursuant to the Separation Agreement, in consideration for Ms. Baldwin’s signing and not revoking the Separation Agreement, and other customary transition obligations, Ms. Baldwin will be entitled to receive a lump sum payment of $53,000, it being understood that of such amount, $50,000 constitutes Ms. Baldwin’s Tranche 1 Bonus under the Sign-On Performance and Bonus Plan, which would otherwise have been payable to Ms. Baldwin following the effectiveness of the Merger, as described in more detail in AMAC’s definitive proxy statement filed with the SEC on November 17, 2011 in connection with the solicitation of proxies for the Special Meeting,. AMAC will also pay Ms. Baldwin’s health insurance premiums under COBRA for the duration of the Severance Period”).

~~The~~In ~~fourth~~addition, ~~paragraph~~pursuant ~~from~~to the ~~bottom~~Separation ofAgreement, ~~page~~certain 24non-compete, ofnon-solicitation ~~the~~and ~~proxy~~non-disclosure ~~statement~~provisions isset ~~revised~~forth toin ~~read~~the inBaldwin ~~its~~Employment ~~entirety~~Agreement aswill ~~follows:~~continue to apply.

On August 4, 2011, having determined that the material terms of the transaction had been finalized, the independent board members advised management that they were free to communicate with Tunstall regarding management post-closing arrangementsItem 5. ~~Later that day, Mr~~03. ~~Rhian~~Amendments ~~communicated~~ to ~~Mr.~~Articles Baldwin that those discussions could commence. Mr. Baldwin communicated to Mr. Rhian that there was still one outstanding issue on the CPR agreement (Mr. Rhian thought Tunstall had accepted AMAC’s last proposal on this issue, which dealt with a feature of ~~the~~Incorporation ~~Tunstall~~or ~~sale~~Bylaws; ~~event~~Change ~~payment)~~in ~~and~~Fiscal that discussions should wait until that issue was resolved. The issue dealing with a feature of the Tunstall sale event payment was resolved over the weekend of August 6th and 7th, and no discussions regarding management post-closing arrangements took place from August 4th through August 7th.Year

~~The~~At ~~sixth~~the ~~paragraph~~effective ontime ~~page~~of 25the ofMerger, the ~~proxy~~bylaws ~~statement~~of isMerger ~~revised~~Sub as in effect immediately prior to ~~read~~the ineffective ~~its~~time ~~entirety~~of the Merger and attached hereto as ~~follows:~~Exhibit 3.1 became the bylaws of AMAC. Exhibit 3.1 is incorporated herein by reference.

~~At the meeting, our board of directors determined to permit Mr~~Item 5.07. ~~Rhian~~Submission ~~to offer a concession~~ of upMatters to ~~$0.20 per share and to negotiate~~ a ~~lesser~~Vote ~~amount if possible. Our board~~ of ~~directors~~Security ~~also directed Yacov Shamash, one of the independent board members, to accompany Mr~~Holders. Rhian on future phone conversations on which deal terms would be negotiated, in light of the fact that Tunstall had, during the meetings held on August 11 and 12, 2011 with Mr. Rhian and Mr. Rallo in London, initiated discussions regarding management post-closing arrangements.

~~The~~At ~~penultimate~~the ~~paragraph~~Special Meeting, AMAC’s shareholders voted on ~~page~~(1) 25a ofproposal (“Special Meeting Proposal 1”) to adopt the Merger Agreement and (2) a proposal (“Special Meeting Proposal 2”) to approve, by non-binding, advisory vote, certain compensation arrangements for AMAC’s named executive officers in connection with the Merger. The matters acted upon at the Special Meeting are described in more detail in AMAC’s definitive proxy statement ison ~~revised~~Schedule 14A, filed with the SEC on November 17, 2011, pursuant to ~~read~~which inproxies ~~its~~were ~~entirety~~solicited aswith ~~follows~~respect to the Special Meeting. Set forth are the voting results for the proposals considered and voted upon at the Special Meeting:

OnSpecial ~~August~~Meeting ~~30,~~Proposal 2011, our board of directors convened to discuss revised and updated projections for the years 2012, 2013, and 2014 for AMAC. During this meeting, our board of directors once again reviewed the prospects for AMAC to remain independent in light of the revised and updated projections presented by management. Our board of directors debated the merits of proceeding with the sale to Tunstall versus remaining independent and discussed the pros and cons of each course of action. The Board considered, among the other factors described under the caption “The Merger — Reasons for the Merger; Recommendation of AMAC’s Board of Directors”, the current lack of liquidity in AMAC common stock, that it was difficult to predict future prospects for AMAC on a stand-alone basis in part because of execution risk inherent in AMAC’s business plan against the fact that AMAC’s shareholders would forego the opportunity to realize the potential long-term value of the successful execution of AMAC’s current strategy as a stand-alone company if a sale to Tunstall were completed. Among the risks considered were the risks associated with locating acquisition targets and successfully consummating such acquisitions, difficulties in accelerating AMAC’s rate of organic growth, competitive risks, risks relating to keeping up with changing technology, and the risks associated with customer attrition. Our board of directors concluded that the opportunity presented by the transaction for AMAC shareholders to monetize their AMAC investment for cash consideration of $8.55 per share in the proposed transaction, combined with the potential of realizing additional value in the future in the form of payments under the CPR, would maximize the value of shareholders' shares and eliminate the risk of uncertainty affecting our future prospects. Accordingly, our board of directors unanimously determined that proceeding with Tunstall was the most favorable course for the shareholders in light of all relevant circumstances.1:

For		Against		Abstain
7,409,333		28,111		3,650

~~Reasons~~Special ~~for~~Meeting ~~the~~Proposal ~~Merger; Recommendation of AMAC’s Board of Directors (beginning on page 26 of the Proxy Statement)~~2:

The first subsection, captioned “Financial Condition and Prospects of AMAC; Strategic Alternatives on page 26 of the proxy statement is revised in its entirety as follows:

For		Against		Abstain
6,805,301		128,368		507,425

~~Financial~~AMAC ~~Condition~~also ~~and~~held ~~Prospects~~its Annual Meeting of Shareholders (the Annual Meeting”) on December 17, 2011, immediately prior to the Special Meeting. At the Annual Meeting, AMAC’s shareholders voted on (1) a proposal (“Proposal 1”) to elect seven directors, Howard M. Siegel, Jack Rhian, Frederic S. Siegel, John S.T. Gallagher, Ronald Levin, Yacov Shamash and Gregory Fortunoff, to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified; ~~Strategic~~and ~~Alternatives~~(2) a proposal (“Proposal 2”) to ratify the appointment of Margolin, Winer & Evens LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011. The matters acted upon at the Annual Meeting are described in more detail in AMAC’s definitive proxy statement on Schedule 14A, filed with the SEC on November 17, 2011, pursuant to which proxies were solicited with respect to the Annual Meeting. Set forth are the voting results for the proposals considered and voted upon at the Annual Meeting:

·Annual ~~The~~Meeting ~~difficulty~~Proposal of predicting future prospects for AMAC on a stand-alone basis whether AMAC pursued organic growth or growth through acquisitions or similar initiatives. · The perceived risks of continuing as a stand-alone company under a scenario contemplating acquisitions and a scenario contemplating organic growth, and the range of potential benefits to AMAC’s shareholders of these alternatives, and the assessment that no other alternatives were reasonably likely to create greater value for AMAC’s shareholders than the merger, taking into account risk of execution as well as business, competitive, industry and market risk. · AMAC’s financial and strategic plan and associated initiatives and the potential execution risks associated with such plan, and the effects of the economic downturn on AMAC’s business generally, and in connection with these considerations, the attendant risk that, if AMAC did not enter into the merger agreement, the price that might be received by AMAC's stockholders selling stock of AMAC in the open market, both from a short-term and medium-term perspective, could be less, in present value terms, than the merger consideration, especially in light of lack of liquidity in AMAC common stock, recent economic trends in the stock market and the currently challenging business environment. · The fact that AMAC’s ability to implement a growth strategy contemplating acquisitions was dependent, in part, on identification of attractive acquisition targets and its ability to acquire them at acceptable valuations and to integrate them successfully.1:

Opinion of AMAC’s Financial Advisor (beginning on page 29 of the Proxy Statement)

Name	Votes For	Withheld Authority
Howard M. Siegel	4,245,135	49,200
Jack Rhian	4,249,613	44,722
Frederic S. Siegel	4,083,710	210,625
Ronald Levin	4,149,758	144,577
Yacov Shamash	4,249,912	44,423
John S. T. Gallagher	4,249,434	44,901
Gregory Fortunoff	4,252,834	41,501

~~The~~Annual ~~last~~Meeting ~~line~~Proposal ~~of the second full paragraph on page 32 of the proxy statement is replaced in its entirety with the following~~2:

For purposes of the summary below of Houlihan Lokey’s financial analyses, the term “merger consideration” refers to the $8.55 per share cash portion of the consideration payable in the merger and, conservatively, no value was attributed to the contingent payment right, which may increase the merger consideration.

For		Against		Abstain
6,872,986		48,176		5,409

The chart on page 33 of the proxy statement listing the 17 selected transactions reviewed by Houlihan Lokey in its Selected Transactions Analysis is hereby replaced in its entirety with the following:

Announcement Date	Selected Monitoring/Alarm Transactions
	Acquiror	Target
12/6/2010	· Ascent Media Corporation	· Monitronics International, Inc.
4/26/2010	· GTCR Golder Rauner II, L.L.C.	· Protection One, Inc.
1/18/2010	· Tyco International Ltd.	· Brink's Home Security Holdings, Inc. (Broadview Security)
10/21/2008	· Brink's Home Security Holdings, Inc. (spinoff)	· The Brink's Company
4/10/2007	· Koninklijke Philips Electronics N.V.	· Health Watch Holdings, Inc.
12/20/2006	· Protection One, Inc.	· Integrated Alarm Services Group, Inc.
1/18/2006	· Koninklijke Philips Electronics N.V.	· Lifeline Systems, Inc.
Announcement Date	Selected Call Center Transactions
	Acquiror	Target
7/6/2011	· NCO Group, Inc.	· APAC Customer Services, Inc.
6/7/2011	· Dohmen Company	· MedComm Solutions, LLC
10/19/2010	· Aegis Limited	· Actionline De Argentina S.A.
5/12/2010	· Glodyne Technoserve Limited	· DecisionOne Corp.
4/23/2010	· 2e2 Limited	· Morse plc
10/5/2009	· Sykes Enterprises, Incorporated	· ICT Group, Inc.
8/14/2009	· Stream Global Services, Inc.	· eTelecare Global Solutions, Inc.
5/15/2009	· Aegis BPO Services Australia Pty Limited	· UCMS Group Ltd.
3/16/2009	· Computershare Limited	· Kurtzman Carson Consultants, LLC
5/31/2006	· Quadrangle Group LLC and Thomas H. Lee Partners, L.P.	· West Corporation

The first three sentences of the last paragraph on page 33 of the proxy statement under the caption “Discounted Cash Flow Analysis” are revised in their entirety as follows:

Houlihan Lokey performed a discounted cash flow analysis of AMAC by calculating the estimated net present value of the unlevered, after-tax free cash flows (i.e., adjusted EBITDA, less depreciation and amortization, less taxes, plus depreciation and amortization, less capital expenditures, and less changes in working capital, “UFCF”) that AMAC was forecasted to generate through the fiscal year ending December 31, 2015, based on management’s projected financial information. Houlihan Lokey calculated terminal values for AMAC by applying to the fiscal year 2015 estimated UFCF a selected range of perpetuity growth rates of 4.0% to 5.0%. The present values (as of September 1, 2011) of the UFCF and terminal values were then calculated using discount rates ranging from 13.5% to 15.5%, which range was selected taking into consideration, among other things, a weighted average cost of capital calculation.

The first paragraph on page 34 of the proxy statement under the caption “Miscellaneous” is revised in its entirety as follows:

AMAC has agreed to pay Houlihan Lokey for its financial advisory services to AMAC in connection with the merger an aggregate fee of $1.5 million, portions of which were payable during the course of Houlihan Lokey’s engagement and $350,000 of which was payable for rendering its opinion, which portions were not contingent upon the successful completion of the merger or the conclusion contained in its opinion, and $1.125 million of which is contingent upon the completion of the merger. AMAC has agreed to reimburse certain of Houlihan Lokey’s expenses, including the fees and expenses of Houlihan Lokey’s legal counsel, and to indemnify Houlihan Lokey and certain related parties for certain potential liabilities and expenses, including liabilities under the federal securities laws, relating to, or arising out of, its engagement.

On page 34 of the proxy statement, a new sentence is added to the end of the third paragraph under the caption “Miscellaneous” as follows:

Based on a general review by Houlihan Lokey of information available from Houlihan Lokey's internal database, Houlihan Lokey had not been engaged by Tunstall or Charterhouse to provide financial advisory services to Tunstall or Charterhouse for which they paid fees to Houlihan Lokey during the two years preceding the date of Houlihan Lokey’s opinion.

Projected Financial Information (beginning on page 34 of the Proxy Statement)

The chart on page 36 of the proxy statement titled "Selected Projected Financial Information" is hereby amended by adding next to the line item "Selling, General & Administrative Expense" the following new footnote (1):

(1) Includes stock-based compensation as a cash expense.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release issued by American Medical Alert Corp., dated December 13, 2011.

(d) Exhibits

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of September 22, 2011, by and among Tunstall Healthcare Group Limited, Monitor Acquisition Corp, and American Medical Alert Corp. (incorporated by reference to Exhibit 2.1 to AMAC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2011).

3.2	Bylaws of American Medical Alert Corp.

SIGNATURE

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.

Date: December 13, 2011
	AMERICAN MEDICAL ALERT CORP.
	By:	/s/ Jack Rhian
	Name:	Jack Rhian
	Title:	President and Chief Executive Officer

Date:

December 23, 2011

9AMERICAN MEDICAL ALERT CORP. By: /s/ Richard Rallo Name: Richard Rallo Title: Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of September 22, 2011, by and among Tunstall Healthcare Group Limited, Monitor Acquisition Corp, and American Medical Alert Corp. (incorporated by reference to Exhibit 2.1 to AMAC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2011).
3.2	Bylaws of American Medical Alert Corp.

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