-----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, OSWCnL+TwLyoXiyj7Y5Ws0Rxpj/pxAqVrFROW3PHNfRTOv6PKOBMZfFkYFPR7qa+ PZSucoA3Fs+ocuKOrmn5Tw== 0001047469-99-013877.txt : 19990408 0001047469-99-013877.hdr.sgml : 19990408 ACCESSION NUMBER: 0001047469-99-013877 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990407 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: 99588891 BUSINESS ADDRESS: STREET 1: 1135 BROAD STREET CITY: CLIFTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 2014708700 MAIL ADDRESS: STREET 1: 1135 BROAD STREET 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: REILLY JAMES P CENTRAL INDEX KEY: 0001083529 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CANTEL INDUSTRIES INC STREET 2: 1135 BROAD ST STE 203 CITY: CLIFTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 9734708700 MAIL ADDRESS: STREET 1: C/O CANTEL INDUSTRIES INC STREET 2: 1135 BROAD ST STE 203 CITY: CLIFTON STATE: NJ ZIP: 07013 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. )* CANTEL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 858578-10-7 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. James P. Reilly Eric W. Nodiff, Esq. 1135 Broad Street - Suite 203 747 Third Avenue Clifton, NJ 07013 (973) 470-8700 New York, NY 10017 (212) 759-3300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 1999 - -------------------------------------------------------------------------------- (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(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. (Continued on following pages) 1 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 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). ===================== ================= CUSIP NO. 858578-10-7 13D Page 2 of 6 Pages ===================== ================= - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James P. Reilly - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 237,334 NUMBER OF --------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 237,334 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 237,334 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $.10 per share (the "Common Stock") of Cantel Industries, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1135 Broad Street, Suite 203, Clifton, New Jersey 07013. ITEM 2. IDENTITY AND BACKGROUND (a) The person filing this report is Mr. James P. Reilly ("Mr. Reilly"). (b) Mr. Reilly's business address is c/o Cantel Industries, Inc., 1135 Broad Street, Suite 203, Clifton, New Jersey 07013. (c) Mr. Reilly's principal occupation is President and Chief Executive Officer of the Company. (d) Mr. Reilly has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)during the last five years. (e) Mr. Reilly has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual 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 violations with respect to such laws, in each case during the last five years. (f) Mr. Reilly is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Personal funds were used to acquire 26,333 of the shares that are the subject of this statement. The balance of the shares (211,001 shares) are issuable upon the exercise of stock options and have not yet been purchased. 3 ITEM 4. PURPOSE OF THE TRANSACTION Mr. Reilly has acquired the Common Stock for investment purposes. Mr. Reilly has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Items 7-11 and 13 of the cover pages of this Schedule 13D which relate to beneficial ownership of the Company's securities by Mr. Reilly are hereby incorporated by reference in response to this item. As of March 26, 1999, Mr. Reilly beneficially owned within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, 237,334 shares of Common Stock of the Company (including share equivalents), constituting approximately 5.2% of the Company's Common Stock giving effect to the exercise in full of all the Options referred to below. The percentage is based upon 4,382,268 shares of Common Stock of the Company outstanding on March 26, 1999 and giving effect to the exercise in full of all the Options. (b) The 237,334 shares beneficially owned by Mr. Reilly, as to which he has sole voting power and sole disposition power, include: (1) 26,333 shares of Common Stock of the Company; and (ii) Currently exercisable options to purchase 211,001 shares of the Common Stock of the Company (the "Options"). Should Mr. Reilly exercise the Options in full, he would then have the sole power to vote and the sole power to dispose of 237,334 shares of Common Stock. (c) On March 26, 1999, Mr. Reilly was granted a ten-year option by the Company to purchase 100,000 shares of Common Stock at an exercise price of $6.375 per share. The option is exercisable in six approximately equal annual installments of 15,686 shares commencing on the date of grant (i.e., 15,686 shares are currently exercisable) followed by a single annual installment of 5,884 shares on the seventh anniversary of the date of grant. There were no other transactions in the Common Stock of the Company effected during the past 60 days by Mr. Reilly. 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Mr. Reilly is not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. 5 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: April 1, 1999 /s/ James P. Reilly -------------------------------- James P. Reilly 6 -----END PRIVACY-ENHANCED MESSAGE-----