-----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, UK5J2NCg9meHUJRe6fGgdxTfYuiDjAbbRG4v5+e0ZlHxvNYmsGQuL8tTQ3lQivlh eGfNXto9MlWwFsMO27kC6w== 0001017920-96-000008.txt : 19960912 0001017920-96-000008.hdr.sgml : 19960912 ACCESSION NUMBER: 0001017920-96-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960911 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIAC SCIENCE INC CENTRAL INDEX KEY: 0000876188 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330465681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41851 FILM NUMBER: 96628431 BUSINESS ADDRESS: STREET 1: 8 HAMMOND DR STE 111 STREET 2: SUITE 111 CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7145870357 MAIL ADDRESS: STREET 1: 8 HAMMOND DR STREET 2: SUITE 111 CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRESLOW & WALKER CENTRAL INDEX KEY: 0001017920 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128321930 MAIL ADDRESS: STREET 1: 875 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: WALKER BRESLOW L DATE OF NAME CHANGE: 19960702 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CARDIAC SCIENCE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 141410100 (CUSIP Number) BWM Investments 14 Parkwood Lane Dix Hills, New York 11746 Telephone (516) 499-2422 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 19, 1994 (Date of Event which Requires Filing 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 space . Check the following space if a fee is being paid with the statement X . (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 class.) (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 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). (Continued on following page(s)) CUSIP No. 141410100 13D
1 Name of Reporting Person: BWM Investments S.S. or I.R.S. Identification No. of Above Person: 2 Check the Appropriate Box if a Member of a Group* (a) x (b) 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization New York
Number of Shares Beneficially Owned By Each Reporting Person WithC 7 Sole Voting Power 3,000,000 shares 7.4% 8 Shared Voting Power 0 shares 0% 9 Sole Dispositive Power 3,000,000 shares 7.4% 10 Shared Dispositive Power 0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person 3,000,000 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 7.4% 14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 141410100 13D S> 1 Name of Reporting Person: Breslow & Walker S.S. or I.R.S. Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group* x(a) (b) 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization New York
Number of Shares Beneficially Owned By Each Reporting Person WithC 7 Sole Voting Power 25,000 shares 0.1% 8 Shared Voting Power 0 shares 0% 9 Sole Dispositive Power 25,000 shares 0.1% 10 Shared Dispositive Power 0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person 25,000 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* 13 Percent of Class Represented by Amount in Row (11) 0.1% 14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! This Schedule 13D relates to the reporting persons ownership of common stock, $0.001 par value per share (the "Common Stock"), of Cardiac Science, Inc. (the "Issuer"). ITEM 1. Security and Issuer (a) Common Stock, $0.001 par value per share (CUSIP No. 141410100). (b) Cardiac Science, Inc. 8 Hammond Drive Suite 111 Irvine, CA 92718 ITEM 2. Identity and Background 1. (a) BWM Investments, a partnership organized under the laws of the State of New York ("BWM"). (b) Address: 14 Parkwood Lane Dix Hills, New York 11746 (c) Principal Business: Investments (d) Within the last five (5) years, BWM has not been convicted in any criminal proceeding. (e) Within the last five (5) years, BWM has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. The partners of BWM are Howard S. Breslow, Joel M. Walker and Gary T. Moomjian. 2. (a) Breslow & Walker, a partnership organized under the laws of the State of New York ("B&W"). (b) Address: 875 Third Avenue New York, New York 10022 (c) Principal Business: law firm (d) Within the last five (5) years, B&W has not been convicted in any criminal proceeding. (e) Within the last five (5) years, B&W has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. The partners of B&W are Howard S. Breslow, Joel M. Walker and Gary T. Moomjian. 3. (a) Howard S. Breslow (b) Address: 875 Third Avenue New York, New York 10022 (c) Principal Occupation: Attorney (d) Within the last five (5) years, Howard S. Breslow has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Howard S. Breslow has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. 4. (a) Joel M. Walker (b) Address: 875 Third Avenue New York, New York 10022 (c) Principal occupation: Attorney (d) Within the last five (5) years, Joel M. Walker has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five (5) years, Joel M. Walker has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States. 5. (a) Gary T. Moomjian (b) Address: 875 Third Avenue New York, New York 10022 (c) Principal Business: Attorney (d) Within the last five years, Gary T. Moomjian has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors, if any). (e) Within the last five years, Gary T. Moomjian has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of a violation with respect to such laws. (f) Citizenship: United States ITEM 3. Source and Amounts of Funds or Other Consideration On December 14, 1992, B&W purchased 1/10 of a Unit from the Issuer in a private placement, each Unit consisting of 250,000 shares of Common Stock and 250,000 warrants to purchase Common Stock (the "1992 Warrants"). The 1992 Warrants expired in January, 1996. On September 19, 1994, the Issuer consummated a private placement of 20,000,000 shares of common stock (the "Placement"). As part of its fees for services rendered in connection with the Placement, Breslow & Walker, legal counsel to the Issuer, received a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.001 per share (the "1994 Warrant"). On September 21, 1994, B&W transferred the 1994 Warrant to BWM. On April 12, 1996, Howard S. Breslow (on behalf of himself, Joel M. Walker, and Gary T. Moomjian) exercised an option (the "Option") to purchase 10,000 shares of Common Stock for an aggregate purchase price of $300. ITEM 4. Purpose of Transaction. The reporting person acquired the securities for purposes of investment. The reporting person may acquire additional shares of Common Stock, from time to time, in open market transactions or in privately negotiated transactions, or through the exercise of warrants or other derivative securities. The reporting person also may sell shares of Common Stock based on market conditions and other conditions which the reporting person may deem relevant. ITEM 5. Interests in Securities of the Issuer. (a) The following list sets forth the aggregate number and percentage (based on 37,321,177 shares of Common Stock outstanding as reported in the Issuer's Form 10-Q for the quarter ended June 30, 1996) of outstanding shares of Common Stock owned beneficially by person named in Item 2, as of September 10, 1996: Shares of Percentage of Shares Common Stock of Common Stock Name Beneficially Owned Beneficially Owned BWM Investments 3,000,000 7.4% Breslow & Walker 25,000 .1% Howard S. Breslow 3,035,0001 7.5% Joel M. Walker 3,035,0001 7.5% Gary T. Moomjian 3,035,0001 7.5% 1Includes the 3,000,000 shares of Common Stock issuable upon the exercise of the 1994 Warrant, 25,000 shares of Common Stock held by B&W, and 10,000 shares of Common Stock acquired by Howard S. Breslow (on behalf of himself, Joel M. Walker, and Gary T. Moomjian) in April, 1996, pursuant to the exercise of the Option.
(b) BWM has sole power to vote and dispose of 3,000,000 shares of Common Stock issuable upon the exercise of Warrant, representing approximately 7.4% of the outstanding Common Stock. B&W has sole power to vote and dispose of 25,000 shares of Common Stock, representing approximately 0.1% of the outstanding Common Stock By virtue of being partners of BWM and B&W, Howard S. Breslow, Joel M. Walker and Gary T. Moomjian each may be deemed to have shared power to vote and to dispose of the 3,035,000 shares of Common Stock issuable upon the exercise of the 1994 Warrant, representing approximately 7.5% of the outstanding Common Stock. (c) The following is a description of all transactions in Common Stock of the Issuer by the persons identified in Item 2 of this Schedule 13D effected from July 22, 1994 through September 10, 1996, inclusive. Purchase or Number of Shares Purchase or Name of Shareholder Sale Date Purchased or (Sold) Sale Price Howard S. Breslow 4/12/96 10,000 $0.03/share
(b) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. (c) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. ITEM 7. Material to be Filed as Exhibits Exhibit A - Agreement dated September 10, 1996, among the reporting persons by which they have agreed to file this Schedule 13D and all necessary amendments, as required by Rule 13d-1(f). Signature After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this Schedule is true, complete, and correct. Date: September 10, 1996 BWM Investments By: /s/ Howard S. Breslow Howard S. Breslow, Partner BRESLOW & WALKER By: /s/ Howard S. Breslow Howard S. Breslow, Partner ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Exhibit A AGREEMENT PURSUANT TO RULE 13d l(f) OF THE SECURITIES AND EXCHANGE COMMISSION AGREEMENT, to be effective as of September 10, 1996, among BWM INVESTMENTS, a New York general partnership with its principal office at 14 Parkwood Lane, Dix, Hills, New York 11746, and BRESLOW & WALKER, a New York general partnership with its principal office at 875 Third Avenue, New York, New York 10022. WHEREAS, for convenience and expediency, each party hereto desires to file the statements required by Section 13(d) of the Securities Exchange Act of 1934, as amended, jointly with all other parties hereto; and WHEREAS, Rule 13D-1(f) promulgated by the Securities and Exchange Commission requires that this Agreement be set forth in writing and filed with the Commission; NOW THEREFORE, it is hereby agreed as follows: 1. Each party hereto agrees that it will file all statements and reports required under Section 13(d) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, and all amendments of all such statements and/or reports, jointly with all other parties hereto. 2. Any party hereto may hereafter terminate this Agreement, with respect to itself only, by giving written notice thereof to all other parties hereto, and to CARDIAC SCIENCE, INC., the NASD, and the Securities and Exchange Commission. The withdrawal of any one or more parties shall not cause the termination of this Agreement with respect to the parties not giving notice of termination as aforesaid. 3. Unless sooner terminated as provided in paragraph 2 above, this Agreement shall be for a period of one (1) year from the date hereof, and shall be automatically renewable for successive one (1) year periods, unless terminated by any party, as to such party, on sixty (60) days notice. 4. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, we have executed this Agreement with the intention that it shall be binding upon us as of the day and year set forth above. BWM Investments By: /s/ Howard S. Breslow Howard S. Breslow, Partner BRESLOW & WALKER By: /s/ Howard S. Breslow Howard S. Breslow, Partner -----END PRIVACY-ENHANCED MESSAGE-----