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0000897423-05-000020.txt : 20050209
0000897423-05-000020.hdr.sgml : 20050209
20050209160847
ACCESSION NUMBER: 0000897423-05-000020
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050209
DATE AS OF CHANGE: 20050209
GROUP MEMBERS: GREGORY J. FORREST
GROUP MEMBERS: JEFFREY J. BROWN
GROUP MEMBERS: NICHOLAS B. BINKLEY
GROUP MEMBERS: SBIC PARTNERS, L.P.
GROUP MEMBERS: THE BINKLEY FAMILY TRUST
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VISTA MEDICAL TECHNOLOGIES INC
CENTRAL INDEX KEY: 0001035181
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 953645543
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-52603
FILM NUMBER: 05588830
BUSINESS ADDRESS:
STREET 1: 2101 FARADAY AVENUE
CITY: CARLSBAD
STATE: CA
ZIP: 92008
BUSINESS PHONE: 7606039120
MAIL ADDRESS:
STREET 1: 2101 FARADAY AVENUE
CITY: CARLSBAD
STATE: CA
ZIP: 92008
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SBIC PARTNERS L P
CENTRAL INDEX KEY: 0001088649
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 201 MAIN STREET, SUITE 2302
CITY: FORTWORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 7146700934
MAIL ADDRESS:
STREET 1: 201 MAIN STREET, SUITE 2302
CITY: FORT WORTH
STATE: TX
ZIP: 76102
SC 13G/A
1
vista13g.htm
<SUBMISSION>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vista Medical Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
928369107
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The total number of shares reported herein is 800,753 shares, which constitutes approximately 7.1% of the 11,284,297 shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise stated, all ownership percentages set forth herein assume that there are 10,939,817 shares outstanding.
CUSIP No. 928369107
1. Name of Reporting Person:
SBIC Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 452,523 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 452,523 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
789,628 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.0% (3)
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its managing general partner, Forrest Binkley & Brown L.P.
(2) Includes 337,105 shares of Common Stock that may be acquired upon the conversion of 337,105 shares of the Issuer's Series A Preferred Stock (the "Preferred Stock").
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 11,276,922 shares of the Stock outstanding.
CUSIP No. 928369107
1. Name of Reporting Person:
Nicholas B. Binkley
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: United States
5. Sole Voting Power: 1,250 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: 452,523 (2)
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,250 (1)
Person
With
8. Shared Dispositive Power: 452,523 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
797,503 (1)(2)(3)(4)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.1% (5)
12. Type of Reporting Person: IN
- --------------
(1) Solely in his capacity as Trustee of The Binkley Family Trust with respect to 1,250 shares of Stock.
(2) Solely in his capacity as an executive officer, director and shareholder of Forrest Binkley and Brown Venture Co., general partner of Forrest Binkley and Brown L.P., managing general partner of SBIC Partners, L.P., with respect to 452,523 shares of Stock.
(3) Includes 337,105 shares of Common Stock held by SBIC Partners, L.P. that may be acquired upon the conversion of 337,105 shares of the Issuer's Series A Preferred Stock.
(4) Assumes the exercise of options held by Mr. Binkley to purchase 6,625 shares of Common Stock.
(5) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 11,283,547 shares of the Stock outstanding.
CUSIP No. 928369107
1. Name of Reporting Person:
The Binkley Family Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: California
5. Sole Voting Power: 1,250 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,250 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,250
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): less than 0.1%
12. Type of Reporting Person: 00 - Trust
- --------------
(1) Power is exercised through its Trustee, Nicholas B. Binkley.
CUSIP No. 928369107
1. Name of Reporting Person:
Gregory J. Forrest
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: United States
5. Sole Voting Power: 1,250
Number of
Shares
Beneficially 6. Shared Voting Power: 452,523(1)
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,250
Person
With
8. Shared Dispositive Power: 452,523 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
791,253 (1)(2)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.0% (4)
12. Type of Reporting Person: IN
- --------------
(1) Solely in his capacity as an executive officer, director and shareholder of Forrest Binkley and Brown Venture Co., general partner of Forrest Binkley and Brown L.P., managing general partner of SBIC Partners, L.P., with respect to 452,523 shares of Stock.
(2) Includes 337,105 shares of Common Stock held by SBIC Partners, L.P. that may be acquired upon the conversion of 337,105 shares of the Issuer's Series A Preferred Stock.
(3) Assumes the exercise of options held by Mr. Forrest to purchase 375 shares of Common Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 11,277,297 shares of the Stock outstanding.
CUSIP No. 928369107
1. Name of Reporting Person:
Jeffrey J. Brown
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: United States
5. Sole Voting Power: 1,250
Number of
Shares
Beneficially 6. Shared Voting Power: 452,523(1)
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,250
Person
With
8. Shared Dispositive Power: 452,523 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
791,253 (1)(2)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.0% (4)
12. Type of Reporting Person: IN
- --------------
(1) Solely in his capacity as an executive officer, director and shareholder of Forrest Binkley and Brown Venture Co., general partner of Forrest Binkley and Brown L.P., managing general partner of SBIC Partners, L.P., with respect to 452,523 shares of Stock.
(2) Includes 337,105 shares of Common Stock held by SBIC Partners, L.P. that may be acquired upon the conversion of 337,105 shares of the Issuer's Series A Preferred Stock.
(3) Assumes the exercise of options held by Mr. Brown to purchase 375 shares of Common Stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 11,277,297 shares of the Stock outstanding.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated March 12, 2003 (the "Schedule 13G"), relating to the Common Stock, par value $.01 per share (the "Stock"), of Vista Medical Technologies, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
SBIC
The aggregate number of shares of the Stock that SBIC owns beneficially, pursuant to Rule 13d-3 of the Act, is 789,628, which constitutes approximately 7.0% of the 11,276,922 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. This includes 452,523 shares of the Stock and 337,105 shares of the Stock obtainable upon conversion of the Preferred Stock held by SBIC.
Binkley
Because of his position as an executive officer, director and shareholder of FBB Venture, which is the sole general partner of FBB, which is the managing general partner of SBIC, and because he holds stock options to purchase 6,625 shares of the Stock, and in his capacity as Trustee of Binkley Trust with respect to 1,250 shares of Stock, Binkley may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 797,503 shares of the Stock, which constitutes approximately 7.1% of the 11,283,547 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Binkley Trust
The aggregate number of shares of the Stock that Binkley Trust owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,250, which constitutes less than 0.1% of the outstanding shares of the Stock.
Forrest
Because of his position as an executive officer, director and shareholder of FBB Venture, and because he holds stock options to purchase 375 shares of the Stock, and because of his individual ownership of 1,250 shares of the Stock, Forrest may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 791,253 shares of the Stock, which constitutes approximately 7.0% of the 11,277,297 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Brown
Because of his position as an executive officer, director and shareholder of FBB Venture, and because he holds stock options to purchase 375 shares of the Stock, and because of his individual ownership of 1,250 shares of the Stock, Brown may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 791,253 shares of the Stock, which constitutes approximately 7.0% of the 11,277,297 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
FBB
Because of its position as the managing general partner of SBIC, FBB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 789,628 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock.
FBB Venture
Because of its position as the sole general partner of FBB, FBB Venture may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 789,628 shares of the Stock, which constitutes approximately 7.0% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Item 2 Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.
(c)
Reporting Persons
SBIC
Acting through its managing general partner, SBIC has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 452,523 shares of the Stock.
Binkley
Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Binkley has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 452,523 shares of the Stock. In addition, as the Trustee of Binkley Trust, Binkley has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 1,250 shares of the Stock.
Binkley Trust
Acting through its Trustee, Binkley Trust has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 1,250 shares of the Stock.
Forrest
Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Forrest has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 452,523 shares of the Stock. In addition, Forrest has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,250 shares of the Stock.
Brown
Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Brown has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 452,523 shares of the Stock. In addition, Brown has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,250 shares of the Stock.
Controlling Persons
FBB
As the managing general partner of SBIC, FBB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 452,523 shares of the Stock.
FBB Venture
As the sole general partner of FBB, FBB Venture has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 452,523 shares of the Stock.
Item 10. Certification.
Item 10 is hereby restated in its entirety as follows:
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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 correct.
DATED: February 9, 2005
SBIC PARTNERS, L.P.
By: Forrest Binkley & Brown L.P.,
General partner
By: Forrest Binkley & Brown Venture Co.,
General partner
By: /s/ Gregory J. Forrest
Gregory J. Forrest,
Office of the President
By: /s/ Nicholas B. Binkley
Nicholas B. Binkley,
Office of the President
By: /s/ Jeffrey J. Brown
Jeffrey J. Brown,
Office of the President
/s/ Nicholas B. Binkley
Nicholas B. Binkley
THE BINKLEY FAMILY TRUST
By: /s/ Nicholas B. Binkley
Nicholas B. Binkley, Trustee
|
/s/ Gregory J. Forrest
Gregory J. Forrest
/s/ Jeffrey J. Brown
Jeffrey J. Brown |
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