Amendment No. 1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MEp3jx0p9OYudmkzjrsFvBUYZzJLxh4X8euyw4HOCDAuMFN92h90lA6tfh28OPCB QGsHjoBOvioO0LOPgTXRIA== 0001193125-04-199883.txt : 20041118 0001193125-04-199883.hdr.sgml : 20041118 20041118141413 ACCESSION NUMBER: 0001193125-04-199883 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHEELOCK ARGIL J CENTRAL INDEX KEY: 0001106692 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8004643795 MAIL ADDRESS: STREET 1: C/O HEALTHTRONICS INC STREET 2: 425 FRANKLIN ROAD SUITE 545 CITY: MARIETTA STATE: GA ZIP: 30067 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHTRONICS, INC. CENTRAL INDEX KEY: 0001018871 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582210668 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58413 FILM NUMBER: 041154568 BUSINESS ADDRESS: STREET 1: 1841 WEST OAK PARKWAY STREET 2: SUITE A CITY: MARIETTA STATE: GA ZIP: 30062 BUSINESS PHONE: 7704190691 MAIL ADDRESS: STREET 1: 1841 WEST OAK PARKWAY STREET 2: SUITE A CITY: MARIETTA STATE: GA ZIP: 30062 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHTRONICS SURGICAL SERVICES INC DATE OF NAME CHANGE: 20010613 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHTRONICS INC /GA DATE OF NAME CHANGE: 19980623 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

HealthTronics, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

42222L107

(CUSIP Number)

Argil J. Wheelock, M.D.

Non-executive Chairman of the Board

HealthTronics, Inc.

1301 S. Capital of Texas Highway, Suite B-200

Austin, Texas 78746

(512) 328-2892

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)


CUSIP NO. 42222L107		13D/A		Page 2 of 5 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Argil J. Wheelock, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

1,664,364*

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

1,664,364*

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,664,364*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%**
14	TYPE OF REPORTING PERSON IN

*	Represents (i) 1,334,364 shares of HealthTronics common stock, and (ii) 330,000 shares of HealthTronics common stock issuable upon exercise of options. See discussion in Item 5 below.

**	See calculation under Item 5 below.

Item 1. Security and Issuer.

This statement relates to the common stock, no par value (“Common Stock”), of HealthTronics, Inc. (f/k/a HealthTronics Surgical Services, Inc.), a Georgia corporation (the “HealthTronics”). HealthTronics has its principal executive offices at 1301 S. Capital of Texas Highway, Suite B-200, Austin, Texas 78746.

Item 2. Identity and Background.

(a) - (c). This Amendment No. 1 to Schedule 13D is being filed by Argil J. Wheelock, M.D., as an individual (“Dr. Wheelock”). Dr. Wheelock’s business address is 1301 S. Capital of Texas Highway, Suite B-200, Austin, Texas 78746. Dr. Wheelock is the Non-executive Chairman of the Board of HealthTronics. HealthTronics provides various services in the urology and orthopaedics business. The primary component of HealthTronics’ urology business is lithotripsy, a non-invasive procedure for treating kidney stones. HealthTronics provides services related to the operation of lithotripters, including scheduling, staffing, training, quality assurance, maintenance, regulatory compliance and contracting with payors, hospitals and surgery centers. Also in the urology sector, HealthTronics provides transurethral microwave therapy, a non-invasive treatment for benign prostate disease, and cryosurgery, a non-invasive treatment for cancerous conditions of the prostate. In orthopaedics, HealthTronics provides non-invasive surgical solutions for a wide variety of orthopaedic conditions such as chronic plantar fasciitis and chronic lateral epicondylitis, more commonly known as heel pain and tennis elbow, respectively. HealthTronics also provides lithotripsy services, designs and manufactures trailers and coaches for transporting high technology medical devices and broadcast and communication equipment, and markets various medical tables and x-ray generators.

(d) - (e). During the last five years, Dr. Wheelock has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f). Dr. Wheelock is a U.S. citizen.

Item 3. Source and Amount of Funds or Other Consideration.

On November 10, 2004, HealthTronics completed the merger (the “Merger”) of Prime Medical Services, Inc. (“Prime”) with and into HealthTronics pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated June 11, 2004, between HealthTronics and Prime. Upon the completion of the Merger (1) HealthTronics issued one share of Common Stock for each share of Prime common stock outstanding at the time of the Merger and (2) Dr. Wheelock entered into a Board Service and Release Agreement (the “Board Service Agreement”), dated as of November 10, 2004, between Dr. Wheelock and HealthTronics. The Board Service Agreement provides that in connection with the Merger, all of Dr. Wheelock’s options to purchase shares of HealthTronics Common Stock will be fully vested and exercisable upon execution of the Board Service Agreement. These options are described in response to Item 5 below.

(Page 3 of 5 Pages)

Item 4. Purpose of Transaction.

Not applicable.

Item 5. Interest in Securities of the Issuer.

(a) - (b). Reference is made to items 7, 9, 11 and 13 of the cover page of this Amendment No. 1 to Schedule 13D. Approximately 20,948,954 shares of HealthTronics Common Stock was issued to holders of Prime common stock on November 10, 2004 as consideration for the Merger. Approximately 33,248,478 shares of HealthTronics Common Stock was outstanding immediately following the Merger. After the Merger, Dr. Wheelock beneficially owned 1,664,364 shares of HealthTronics Common Stock represented by (i) 1,334,364 shares of HealthTronics Common Stock Dr. Wheelock held directly, and (ii) 330,000 shares of HealthTronics Common Stock issuable upon exercise of options. Dr. Wheelock’s beneficial ownership of HealthTronics Common Stock following the Merger was approximately 5.0%.

(c). Except as described herein, there have been no transactions in shares of HealthTronics Common Stock by Dr. Wheelock during the past sixty (60) days.

(d). Not applicable.

(e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than the matters set forth herein in response to Item 3 and Item 5 above, Dr. Wheelock is not a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of HealthTronics, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.


Exhibit 1		Agreement and Plan of Merger dated as of June 11, 2004, by and among Prime Medical Services, Inc., and HealthTronics (f/k/a HealthTronics Surgical Services, Inc.) (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by HealthTronics on June 15, 2004).

Exhibit 2		Board Service and Release Agreement dated as of November 10, 2004 between Dr. Wheelock and HealthTronics (incorporated be reference to Exhibit 10.22 to HealthTronics’ Registration Statement on Form S-4 filed July 2, 2004, Reg. No. 333-117102).

Exhibit 3		Form of HealthTronics, Inc. Non-Statutory Employee Stock Option Agreement.

(Page 4 of 5 Pages)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: November 18, 2004		/s/ Argil J. Wheelock
		Argil J. Wheelock, M.D.

(Page 5 of 5 Pages)

EX-3 2 dex3.htm FORM OF HEALTHTRONICS, INC. NON-STATUTORY EMPLOYEE STOCK OPTION AGREEMENT Form of HealthTronics, Inc. Non-Statutory Employee Stock Option Agreement

Exhibit 3

Form of HealthTronics, Inc.

Non-Statutory Employee Stock Option Agreement

THIS AGREEMENT, is made and entered into to be effective as of the day of 20 (the “Grant Date”), by and between HealthTronics, Inc. (the “Company”), a corporation organized under the laws of Georgia and (the “Optionee”).

WHEREAS, the Company desires to further the business objectives of the Company by affording the Optionee an opportunity to acquire shares of its common stock (the “Common Stock”) by making this grant of stock options under the HealthTronics, Inc. Stock Option Plan (the “Plan”), which grant is intended to provide additional financial incentive to the Optionee and to intensify the Optionee’s interest in the success of the Company, as well as reward Optionee’s contribution to the Company’s performance.

NOW, THEREFORE, the parties, in consideration of the mutual covenants herein set forth, agree as follows:

1. The Option. Upon the terms and subject to the conditions of this Agreement, the Company hereby grants to the Optionee the right and option (the “Option”) to purchase shares of its Common Stock (the “Shares”).

2. Option Exercise Price. The option exercise price of the Shares shall be $ per share and shall be paid in cash or any other form acceptable to the Board.

3. Vesting. The Option granted pursuant to this Agreement shall vest (become exercisable) as long as the Optionee is working for the Company pursuant to the following schedule:

[Vesting schedule]

For purposes of vesting, the Optionee must be continuously employed by HealthTronics, Inc. from the Grant Date until the date of vesting. If the Optionee’s employment with the Company terminates, unvested Options will be immediately forfeited. Provided, however, in the event of any reorganization, reclassification, consolidation, merger or sale, in which the Company is not the survivor, all outstanding options shall vest immediately upon the effect date of the reorganization, reclassification, consolidation, merger or sale.

4. Duration of the Option. Subject to the terms of Paragraph 5, any vested portion of the Option may be exercised at any time during the period between its vesting date and the close of the business day coinciding with, or immediately following, the tenth anniversary of the Grant Date. Any portion of the Option that is unexercised after such time shall expire as of that date.

5. Exercise of Options.

(a) Except as provided in subparagraphs (b) and (c) below, the Optionee may exercise any vested portion of the Option any time prior to the expiration of the Option as long as the Optionee is an active employee of the Company.

(b) In the event that the active employment of the Optionee terminates (other than by reason of death), any vested portion of the Option may be exercised at any time within three (3) months after such termination, unless otherwise determined by the Board of Directors.

(c) Subject to the provisions of Paragraph 4, in the event of the Optionee’s death while the Optionee is an active employee of the Company or within three (3) months after the termination of the Optionee’s employment, any vested portion of the Option may be exercised at any time within twelve (12) months after the date of death by the executors or administrators of the estate of the Optionee or by any person who shall have acquired the Option from the Optionee by bequest or inheritance.

6. Manner of Exercise. Subject to the terms and conditions hereof, the Option may be exercised by giving written notice to the Company, attention of the Chief Financial Officer, which notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and by tendering payment in full of the Option Price of said Shares. In addition, the Company shall have the right to require a cash payment upon the exercise of the Option in connection with any obligation of the Company to withhold taxes.

7. Adjustment Upon Changes in Capitalization.

(a) If at any time or from time to time after the date of this Agreement, the Company shall increase or decrease the outstanding shares of Common Stock by way of stock dividend, stock split, or combination of shares of Common Stock, the per share Option price shall be adjusted, or further adjusted, as of the close of business on the record date for such transaction, to a price (rounded down to the nearest cent) determined by dividing (i) an amount equal to the number of shares of Common Stock outstanding immediately prior to such transaction multiplied by the per share Option price in effect immediately prior to such transaction by (ii) the total number of shares of Common Stock outstanding immediately after such transaction. Upon any adjustment in the per share Option price, the Optionee shall thereafter be entitled to purchase at the per share Option price resulting from such adjustment, the number of Shares obtained by multiplying the per share Option price in effect immediately prior to such adjustment by the number of Shares that could have been purchased pursuant to such Option immediately prior to such adjustment and dividing the product thereof by the per share Option price resulting from such adjustment. Notice of any such adjustment shall be mailed promptly to the Optionee.

(b) If the Company is consolidated with or merged with or into another corporation (whether or not the Company shall be the surviving entity), or sells all or substantially all of its assets as part of a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, or reclassifies or reorganizes its capital structure (except by means of a stock dividend, split, or combination covered by Section 7(a) hereof), the number of Shares subject to Option shall be increased or decreased to reflect the number of Shares to which the Optionee would have been entitled to receive in connection with such transaction if the Shares had been issued and held by Optionee on the record date for such transaction. Notice of such consolidation, merger, sale, reclassification, or reorganization and of

said provisions proposed to be made shall be mailed to the Optionee not less than (30) days prior to such record date. As a condition to any reorganization, reclassification, consolidation, merger or sale, in which the Company is not the survivor, the Company or any successor, surviving or purchasing corporation, as the case may be, shall agree that it is bound by this Option, that it will satisfy all of the obligations of the Company hereunder and that the Optionee shall have the right, upon exercise of this Option, on the terms and conditions hereof, to receive the kind and amount of stock, securities or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a shareholder of the number of Shares issuable upon exercise of this Option immediately prior to such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7; provided, however, that Optionee shall be required to exercise all such options within 24 months from the date of such reorganization, reclassification, consolidation, merger, or sale.

8. No Rights as a Shareholder. The Optionee shall have none of the rights of a shareholder of the Company with respect to any Shares until such Shares are issued to him upon the exercise of the Option.

9. No Employment Rights. Nothing in this Option shall confer on the Optionee any right to continue in the active employment of the Company or interfere in any way with the right of the Company at any time to terminate or modify the terms or conditions of such service.

10. Transferability. The Option shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution or by gift to the following family members or related parties: any 501(c)(3) charitable organization, child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests, and the Option may be exercised during the Optionee’s lifetime only by the Optionee or the Optionee’s guardian, legal representative or other persons or entities described in the preceding sentence. Without limiting the generality of the foregoing, the Option may not be assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or by the levy of any attachment or similar process upon the Option, shall be void and of no force or effect. Notwithstanding the foregoing, to the extent that the Option must be pledged by the Optionee to finance the acquisition of the shares upon exercise, the Option may be pledged for such purpose.

11. Rule 16b-3. This Option shall be limited and construed in such respects as may be necessary in order that it will receive the full benefit of the exemption from liability provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if applicable, or any successor rule or regulation to the extent applicable.

12. Governing Law. This Option shall be construed under the substantive laws and procedural provisions of the State of Georgia.

13. Plan Terms. The terms of the Plan, pursuant to which this Agreement is made, are incorporated herein by reference and expressly made a part of this Agreement. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Optionee has accepted the Option, subject to the terms and conditions herein set forth, as of the date first written above.


HealthTronics, Inc.

		(seal)

OPTIONEE

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