-----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, NQiONKFVrc4sVlKvxe/eBOrRE+RVqVoi0kxLMdS2FiL6e+PNX+d6v7Ldfs62Uu0S wWw9I7ty247sLJP6Fcq8Xw== 0001047469-97-004879.txt : 19971117 0001047469-97-004879.hdr.sgml : 19971117 ACCESSION NUMBER: 0001047469-97-004879 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971114 SROS: NASD GROUP MEMBERS: DIKER CHARLES M GROUP MEMBERS: WEISS, PECK & GREER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANTEL INDUSTRIES INC CENTRAL INDEX KEY: 0000019446 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 221760285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33367 FILM NUMBER: 97720134 BUSINESS ADDRESS: STREET 1: 1135 BROAD STREET CITY: CLIFTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 2014708700 MAIL ADDRESS: STREET 2: 1135 BROAD STREET CITY: CLIFTON STATE: NJ ZIP: 07013 FORMER COMPANY: FORMER CONFORMED NAME: STENDIG INDUSTRIES INC DATE OF NAME CHANGE: 19890425 FORMER COMPANY: FORMER CONFORMED NAME: CHARVOZ CARSEN CORP DATE OF NAME CHANGE: 19861215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIKER CHARLES M CENTRAL INDEX KEY: 0000905400 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16)* CANTEL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 858578-10-7 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Charles M. Diker Eric W. Nodiff, Esq. One New York Plaza Dornbush Mensch Mandelstam & Schaeffer, LLP New York, NY 10004 (212) 908-9956 747 Third Avenue New York, NY 10017 (212) 759-3300 (Name, Address and Telephone Number of Person - -------------------------------------------------------------------------------- Authorized to Receive Notices and Communications) October 16, 1997 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such shares). (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 on 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). SCHEDULE 13D CUSIP NO. 858578-10-7 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles M. Diker ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / / (b) / / Joint filings pursuant to Rule 13d-1(f) (1) - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OR ORGANIZATION 6 United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 816,334 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 190,298 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 816,334 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 322,673 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,139,007 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 858578-10-7 Page 3 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weiss, Peck & Greer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / / (b) / / Joint filings pursuant to Rule 13d-1(f) (1) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 25,000 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 25,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN, BP, IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION This Statement constitutes Amendment No. 16 to the Statement on Schedule 13D filed with the Securities and Exchange Commission by Charles M. Diker and Weiss, Peck & Greer. The Schedule 13D, as amended, is referred to herein as the "Schedule 13D." This Statement is being filed as a result of a material increase in the percentage ownership of securities of Cantel Industries, Inc. held by said reporting persons. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and supplemented as follows: Amendment No. 15 dated April 29, 1996 to the Statement on Schedule 13D inadvertently overstated Mr. Diker's beneficial ownership of the Corporation's securities by 50,000 shares of Common Stock. Accordingly, Amendment No. 15 should be amended as follows: As of April 29, 1996, Mr. Diker had sole voting power and sole dispositive power over 723,833 shares of Common Stock and beneficially owned an aggregate amount of 987,206 shares of Common Stock, representing 25.9% of the 3,769,351 shares of Common Stock of the Corporation outstanding as of April 29, 1996. (a)-(b) Items 7-11 and 13 of the cover pages of this Schedule 13D which relate to beneficial ownership of the Corporation's securities by Mr. Diker are hereby incorporated by reference in response to this item. As of the date of this filing Mr. Diker beneficially owned within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, 1,139,007 shares of Common Stock of the Corporation (including share equivalents), constituting approximately 27.0% of the Corporation's Common Stock giving effect to the exercise in full of the Options referred to below. The percentage is based upon 4,166,322 shares of Common Stock of the Corporation outstanding as of October 31, 1997 and giving effect to the exercise in full of all the Options. The 816,334 shares beneficially owned by Mr. Diker as to which he has sole voting power and sole disposition power include: (1) 758,833 shares of Common Stock of the Corporation; and (11) Currently exercisable options to purchase 57,501 shares of the Common Stock of the Corporation (the "Options"). Should Mr. Diker exercise the Options in full, he would then have the sole power to vote and the sole power to dispose of 816,334 shares of Common Stock. Mr. Diker has shared power to vote (or to direct the vote) and shared power to dispose of (or to direct the disposition of) an aggregate of 190,298 shares of Common Stock of the Corporation, comprised of (i) 5,000 shares of Common Stock owned by the DicoGroup, Inc. (the "DicoGroup Shares"), (ii) 139,498 shares of Common Stock owned by the Children's Trusts (the "Trust Shares"), and (iii) 45,800 shares of Common Stock owned by a non-profit corporation (the "Not For Profit Shares") of which Mr. Diker and his wife are the principal officers and directors. Mr. Diker may be deemed to be the beneficial owner, under Rule 13d-3 of the DicoGroup Shares, the Trust Shares and the Not For Profit Shares. Pursuant to Rule 13d-4, Mr. Diker expressly disclaims that he is the beneficial owner of such shares. Mr. Diker has shared power to dispose of (or direct the disposition of) an aggregate of 322,673 shares of Common Stock of the Corporation, comprised of (i) the 5,000 DicoGroup Shares referred to above, (ii) the 139,498 Trust Shares referred to above, (iii) the 45,800 Not For Profit Shares referred to above, and (iv) 132,375 shares of Common Stock of the Corporation owned by Mr. Diker's wife. Mr. Diker's wife has sole power to vote (or to direct the vote of) such shares. Mr. Diker may be deemed to be the beneficial owner under Rule 13d-3 of the 132,375 shares of Common Stock owned by Mrs. Diker. Pursuant to Rule 13d-4, Mr. Diker expressly disclaims that he is the beneficial owner of such shares. Mr. Diker may be deemed to have investment discretion with respect to 161,042 shares of Common Stock held in certain accounts with Weiss, Peck & Greer. Mr. Diker is a limited partner of WP&G but he has no beneficial ownership with respect to these accounts. However, by reason of his investment power, Mr. Diker may be deemed to be the beneficial owner of the 161,042 shares of Common Stock held in these accounts. Pursuant to Rule 23d-4, Mr. Diker expressly disclaims that he is the beneficial owner of such shares. Weiss, Peck & Greer has the sole power to vote (or to direct the vote) and sole power to dispose of (or to direct the disposition of) the 25,000 shares of Common Stock owned by it, which power is exercisable by the Weiss, Peck & Greer partners. On October 16, 1997 and pursuant to a stock option agreement of even date, Mr. Diker was granted an option to purchase 50,000 shares of Common Stock at $7.00 per share. 16,667, an additional 16,667 and the remaining 16,666 of the underlying securities are exercisable on October 16, 1997, 1998 and 1999, respectively, and expire on October 15, 2007. A copy of the stock option agreement is attached hereto as Exhibit 1. On September 10 and October 15, 1997, Weiss, Peck & Greer purchased 3,000 and 5,000 shares of Common Stock at $6.45 and $7.125 per share, respectively, for certain accounts held in Weiss, Peck & Greer (as more fully described above) in open market transactions. Pursuant to Rule 23d-4, Mr. Diker expressly disclaims beneficial ownership of such shares. There were no other transactions by the reporting person effected during the past 60 days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A copy of the stock option agreement dated October 16, 1997 is attached hereto as Exhibit 1. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 5, 1997. /s/ Charles M. Diker -------------------------- Charles M. Diker WEISS, PECK & GREER By:/s/ Charles M. Diker ----------------------- Charles M. Diker EX-1 2 EXHIBIT 1 Exhibit 1 STOCK OPTION AGREEMENT made as of the 16th day of October 1997, by and between CANTEL INDUSTRIES, INC., a Delaware corporation with principal offices located at 1135 Broad Street, Clifton, New Jersey, 07013 (the "Company"), and CHARLES M. DIKER, One New York Plaza, New York, New York 10004 (the "Optionee"). ------------------------------------------ The Optionee is presently a director and employee of the Company and is hereby granted an option to purchase shares of the Company's Common Stock, par value $.10 per share ("Common Stock"), on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company hereby grants the Optionee the option to acquire shares of the Common Stock of the Company upon the following terms and conditions: 1. GRANT OF OPTION. (a) The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to 50,000 shares of Common Stock (the "Shares"), to be issued upon the exercise hereof, fully paid and non-assessable, during the following periods: (i) 16,667 Shares may be purchased commencing October 16, 1997; (ii) an additional 16,667 Shares may be purchased commencing October 16, 1998; (iii) and an additional 16,666 Shares may be purchased commencing October 16, 1999. (b) The Option granted hereby shall expire and terminate at 5:00 p.m. local time in New York, New York on October 15, 2007 (the "Expiration Date") at which time the Optionee shall have no further right to purchase any Shares not then purchased. 2. EXERCISE PRICE. The exercise price of the Option shall be $7.00 per Share, and shall be payable in cash or by certified check; provided, however, that in lieu of payment in full in cash or by such check, the exercise price (or balance thereof) may be paid in full or in part by the delivery and transfer to the Company of Common Stock already owned by the Optionee and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or balance thereof) for the number of Shares as to which the Option is being exercised. The Company shall pay all original issue or transfer taxes on the exercise of the Option. 3. EXERCISE OF OPTION. The Optionee shall notify the Company by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which he desires to purchase under the Option, which notice shall be accompanied by payment of the Option exercise price therefor as specified in Paragraph 2 above. As soon as practicable after the receipt of such notice, the Company shall, at its principal office or another mutually convenient location, tender to the Optionee certificates issued in the Optionee's name evidencing the Shares purchased by the Optionee hereunder. -2- 4. CONDITIONS OF EXERCISE. The Optionee (or his legal representative following the death of the Optionee) shall have the right to exercise the Option only while the Optionee is a director or employee of the Company; provided, however, the Option may be exercised at any time within three (3) months after the date the Optionee ceases to be a director or employee, but only to the extent that it was exercisable upon such date of termination and in no event after the Expiration Date. 5. NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution and, except as provided in Paragraph 4 hereof, the Option shall be exercisable only by the Optionee. 6. THE SHARES AS INVESTMENT. By accepting the Option, the Optionee agrees for himself, his heirs and legatees that any and all Shares purchased upon the exercise thereof shall be acquired for investment and not for distribution, and upon the issuance of any or all of the Shares subject to the Option, the Optionee, or his heirs or legatees receiving such Shares, shall deliver to the Company a representation in writing that such Shares are being acquired in good faith for investment and not for distribution. The Company may place a "stop transfer" order with respect to such Shares with its transfer agent and may place an appropriate restrictive legend on the certificate(s) evidencing such Shares. -3- 7. RESTRICTION OF ISSUANCE OF SHARES. The Optionee shall, if so requested by the Company, represent and agree, in writing and in such form as the Company shall determine, that any securities purchased by the Optionee upon the exercise of this Option are being purchased for investment and not with a view to the distribution thereof, and shall make such other or additional representations and agreements and furnish such information as the Company may in its reasonable discretion deem necessary or desirable to assure compliance by the Company, on terms acceptable to the Company, with provisions of the Securities Act of 1933 and any other applicable legal requirements. If at any time the Company shall reasonably determine that the listing, registration or qualification of the Shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, are necessary or desirable in connection with the issuance or purchase of the Shares subject thereto, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Optionee shall have no rights against the Company if this Option is not exercisable by virtue of the foregoing provision. The certificate representing any securities issued pursuant to the exercise of this Option may, at the discretion of the Company, bear a legend in substantially the following form: -4- "The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be pledged or hypothecated and may not be sold or transferred in the absence of an effective Registration Statement for the securities under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act. In the event that a Registration Statement becomes effective covering the securities or counsel to the Company delivers a written opinion that registration is not required under said Act, this certificate may be exchanged for a certificate free from this legend." 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. (a) In the event of changes in the outstanding Shares by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combination, exchanges of shares, separations, reorganizations, liquidations and the like, the number and class of Shares or the amount of cash or other assets or securities available upon the exercise of the Option and the exercise price thereof shall be correspondingly adjusted by the Company, to the end that the Optionee's proportionate interest in the Company, any successor thereto or in the cash, assets or other securities into which shares are converted or exchanged shall be maintained to the same extent, as near as may be practicable, as immediately before the occurrence of any such event. (b) Any adjustment in the number of Shares shall apply proportionately to only the then unexercised portion of the Option. If fractional Shares would result from any such adjustment, the adjustment shall be revised to the next higher whole number. -5- (c) In case the Company is merged or consolidated with another corporation, or the property or shares of the Company are acquired by another corporation, or the Optionee is discharged other than for cause, the exercise schedule set forth in paragraph 1 above shall be waived and all options for the entire 50,000 shares of the Company's Common Stock shall be immediately exercisable by the Optionee pursuant to paragraph 3 above. For purposes of this paragraph (c), merger or consolidation with another corporation or acquisition by another corporation shall be defined as the acquisition by another corporation of more than forty percent (40%) of any of the then outstanding stock, voting power, or assets of the Company. 9. NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a shareholder in respect of the Shares as to which the Option shall not have been exercised and payment made as herein provided. 10. BINDING EFFECT. Except as herein otherwise expressly provided, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their legal representatives and assigns. 11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey. -6- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. CANTEL INDUSTRIES,INC. By: /s/ James P. Reilly ---------------------------- James P. Reilly, President /s/ Charles M. Diker ---------------------------- Charles M. Diker -7- -----END PRIVACY-ENHANCED MESSAGE-----