-----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, IrT2P1EtemjpCJkC0UQIghhWVdQ1E/HdCIEtDQjpht1lSoO67I5mLEAx8Jitm6aa ooQnRR6Mi//7MP2N5eOG6A== 0001145549-01-500031.txt : 20010831 0001145549-01-500031.hdr.sgml : 20010831 ACCESSION NUMBER: 0001145549-01-500031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIMA INC CENTRAL INDEX KEY: 0001022570 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 943177883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52701 FILM NUMBER: 1727513 BUSINESS ADDRESS: STREET 1: 47266 BENICIA STREET CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103540300 MAIL ADDRESS: STREET 1: 47266 BENICIA ST CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHTIME MANAGEMENT LTD CENTRAL INDEX KEY: 0001145292 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15/F CHINACHEM GOLDEN PL STE 1502 STREET 2: 77 MODY RD HONG KONG CITY: CHINA BUSINESS PHONE: 85225940600 MAIL ADDRESS: STREET 1: 15/F CHINACHEM GOLDEN PL STE 1502 STREET 2: 77 MODY RD HONG KONG CITY: CHINA SC 13D/A 1 u98038sc13da.txt RICHTIME MANAGEMENT LIMITED 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A (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) CARDIMA, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14147m106 (CUSIP Number) Ronald Bourquin, Vice President and Chief Financial Officer, 47266 Benicia Street, Fremont, CA 94538-7330; telephone: (510) 354-0162; Fax (510) 657-4476. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 2001 (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(b) for other parties to whom copies are to be sent. ================================================================================ 2 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS RICHTIME MANAGEMENT LIMITED I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,550,462 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE EACH REPORTING -------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 2,550,462 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,462 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 7.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 3 ITEM 1. SECURITY AND ISSUER The class of securities to which this Schedule 13D/A relates is the common stock, par value $0.001 per share (the "Common Stock"), of CARDIMA, INC., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 47266 Benica Street, Fremont, CA 94538-7330. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by RICHTIME MANAGEMENT LIMITED (the "Reporting Company"). The business address of the members of the Reporting Company is as follows: RICHTIME MANAGEMENT LIMITED: Suite 1502, 15/F Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong. During the past five years, no executive officer or director of the Reporting Company, any person controlling the Reporting Company or executive officer or director of any corporation ultimately in control of the Reporting Company has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Richtime Management Limited employed $1,769,123 of its working capital to purchase the 2,550,462 shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTIONS INVESTMENT PURPOSES Investment ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Richtime Management Limited beneficially owns 2,550,462 shares of Common Stock which is equivalent to approximately 7.6% of the class represented. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Richtime Management Limited entered into a Stock and Warrant Purchase Agreement (the "Agreement") with Cardima, Inc. ("Company") on May 2, 2001 and on August 14, 2001. On May 2, 2001 Pursuant to the Agreement, Richtime Management Limited purchased from Cardima, Inc. 2,188,143 shares of Common Stock, at a purchase price per share of Common Stock equal to $0.58. The Agreement also provides that Cardima, Inc. will issue a Warrant to purchase one share of the Company's Common Stock at a per share exercise price of $0.87 to each Purchaser for every two shares of the Company's Common Stock purchased by the Purchaser at the Closing, provided, however, that the Purchaser may not exercise the Warrant until six (6) months after the Closing (the "Warrant Determination Date"). The number of Warrant Shares will be permanently reduced on a share-for-share basis by any sales of Company securities (including short sales and sales or purchases of derivatives securities) by the Purchaser from the Closing Date until the Warrant Determination Date. On August 14, 2001 Pursuant to the Agreement, Richtime Management Limited purchased from Cardima, Inc. 362,319 shares of Common Stock, at a purchase price per share of Common Stock equal to $1.38. The Agreement also provides that Cardima, Inc. will issue a Warrant to purchase one share of the Company's Common Stock at a per share exercise price of $2.07 to each Purchaser for every two shares of the Company's Common Stock purchased by the Purchaser at the Closing, provided, however, that the Purchaser may not exercise the Warrant until six (6) months after the Closing (the "Warrant Determination Date"). The number of Warrant Shares will be permanently reduced on a share-for-share basis by any sales of Company securities (including short sales and sales or purchases of derivatives securities) by the Purchaser from the Closing Date until the Warrant Determination Date. 3 4 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and accurate. Dated: 30th August, 2001 RICHTIME MANAGEMENT LIMITED By: /s/ Derek Leung ------------------------------- Name Derek Leung Title: The Executive Director/The Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----