-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, V+qlQ1EGEjhngZX1GWZJSJ/gOhUPG3F/m7y53kx73XNxIasDGZ3Ki1FG+AOaFgBl zYgeLYinaPRFhu+teoCyng== 0000064892-95-000011.txt : 199507170000064892-95-000011.hdr.sgml : 19950717 ACCESSION NUMBER: 0000064892-95-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950714 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REHABILICARE INC CENTRAL INDEX KEY: 0000064578 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 410985318 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-20737 FILM NUMBER: 95553899 BUSINESS ADDRESS: STREET 1: 1811 OLD HIGHWAY 8 CITY: NEW BRIGHTON STATE: MN ZIP: 55112 BUSINESS PHONE: 6126310590 MAIL ADDRESS: STREET 1: 1811 OLD HIGHWAY 8 CITY: NEW BRIGHTON STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL DEVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR CORP /MN/ CENTRAL INDEX KEY: 0000064892 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 410950791 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5425 HOLLISTER AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056816000 MAIL ADDRESS: STREET 1: 5425 HOLLISTER AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93111 SC 13D 1 EFFECTIVE DATE - JULY 13, 1995 - MENTOR CORP. SCHEDULE 13D Amendment No. 1 Rehabilicare, Inc. Common Stock Cusip #: 584560106 Filing Fee: No Cusip # 584560106 Item 1: Reporting Person - Mentor Corporation - Tax ID: 41-0950791 Item 4: WC Item 6: State of Minnesota Item 7: 314,500 Item 8: None Item 9: 314,500 Item 10: None Item 11: 314,500 Item 13: 6.8% Item 14: CO Item 1. Security and Issuer This statement relates to shares of the Common Stock, $0.10 par value (the "Shares") of Medical Devices, Inc., a Minnesota corporation (the "Company"), having a CUSIP number of 584560 10 6. The principal executive offices of the Company are located at 833 Third Street SW, St. Paul, MN 55112. In July 1994, the Company changed its name to Rehabilicare, Inc. Item 2. Identity and Background This statement is being filed by Mentor Corporation, a Minnesota corporation ("Mentor"). Mentor is a manufacturer and marketer of medical products. The principal offices of Mentor are located at 5425 Hollister Avenue, Santa Barbara, CA 93111. The name, residence or business address, principal occupation or employment and citizenship of the executive officers and directors of Mentor are set forth in Schedule A hereto. Within the last five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any 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. Item 3. Source and Amount of Funds or Other Consideration In 1987, the Mentor acquired 300,000 Shares as partial consideration for the sale of its transcutaneous nerve stimulator product line and related assets to the Company. On November 23, 1992, Mentor purchased 125,000 Units for cash consideration of $75,000.00 ($0.60 per Unit). Each unit represents one Share, plus a warrant to purchase an additional one-half Share (together, the "Units"). The purchase price of the additional one-half share which is subject to the warrants is $1.00 per share. These Units were issued pursuant to a Private Placement of 840,000 Units. The Units and the Common Stock and warrants comprising the Units are "Restricted Securities" for purposes of federal and state securities laws. Mentor used its own working capital funds in making such purchase and no part of the purchase price is represented by borrowed funds. The warrants were called by the Company in 1993. Mentor exercised its warrants, purchasing the 62,500 Shares at $1.00 per share for total consideration of $62,500. Mentor used its own working capital funds in making such purchase. Proceeds from Shares sold since 1992 are as follows (all of these shares came from the 1987 transaction): Date Shares Proceeds 9/12/94 83,000 $207,500 12/16/94 45,000 $112,500 5/30/95 45,000 $101,244 Total 173,000 $421,244 Item 4. Purpose of Transaction The purpose of Mentor in purchasing Shares is to maintain an equity interest in the Company in pursuit of specified investment objectives established by the Board of Directors of Mentor. Mentor intends to review continuously the equity position in the Company. Depending upon future evaluations of the business prospects of the Company, including, but not limited to, general economic and business conditions and stock market conditions, Mentor may determine to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Mentor does not have any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material changes in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's Common Stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer (a) Mentor beneficially owns 314,500 Shares, or approximately 6.8% of the outstanding shares of the Company. (b) Mentor has the sole power to vote, direct the vote, and dispose of the Shares. (c) Except as stated in Item 3 above and with respects to Mr. Gette below, neither Mentor nor, to the best knowledge of Mentor, any of the persons named in Schedule A hereto, effected any transactions in shares during the past sixty (60) days. Mr. Anthony Gette, President of Mentor Corporation, also purchased Units in the Private Placement, for his own investment account. On November 23, 1992, Mr. Gette purchased 42,000 Units for cash consideration of $25,000 ($0.60 per Unit). Mr. Gette used his own personal funds in making such purchase and no part of the purchase price is represented by borrowed funds. The warrants were called by the Company in 1993. Mr. Gette exercised his warrants, purchasing 21,000 Shares at $1.00 per share for total consideration of $21,000. On June 30, 1995, Mr. Gette exercised a stock option for 2,500 Shares, at the option price of $1.62 per Share, for a total consideration of $4,050. Mr. Gette used his own personal funds in making such purchases and no part of the purchase price is represented by borrowed funds. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither Mentor nor any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits Not Applicable. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. 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. Mentor Corporation Date: July 13, 1995 By: /s/ GARY E. MISTLIN Gary E. Mistlin Vice President of Finance/ Treasurer SCHEDULE A The name and present principal occupation or employment of each executive officer and director of Mentor are set forth below. Unless otherwise noted, the business address of each person is 5425 Hollister Ave., Santa Barbara, CA 93111. The address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. Board of Directors
EMPLOYED PRINCIPAL NAME BY OCCUPATION Eugene G. Glover Self employed Private investor Walter W. Faster General Mills, Inc. VP, Corporate Growth PO Box 1113 and Development 9200 Wayzata Blvd. Minneapolis, MN 55440 Michael Nakonechny NAK Associates Corp. President 1667 N. Forge Mountain Dr. Valley View, PA 19481 Byron G. Shaffer Self employed Private investor 5200 Wilson Road Suite 203 Edina, MN 55424 Dr. Richard W. Young Self employed Private investor Bay State Milling Co. 100 Congress St. Quincy, MA 02169
Officers
POSITION WITH PRINCIPAL NAME MENTOR OCCUPATION Christopher J. Conway Director Chairman and CEO Chairman and Ceo Anthony R. Gette Director President and COO President and COO Gary E. Mistlin VP Finance/Treasurer VP Finance/Treasurer and CFO and CFO Dennis E. Condon President, Mentor H/S President, Mentor H/S William M. Freeman President, Mentor O&O President, Mentor O&O Karen H. Edwards VP Regulatory Affairs VP Regulatory Affairs & Quality Assurance & Quality Assurance Bobby Purkait VP Research & VP Research & Development Development
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