-----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, SknsyqBY/zjDRkx5lItEizxJJp8ntWaifie3ZJcjTBTXhUBR0xS9rRZ+R2ygEEr2 AE/j/Qkl+79edNBfS278ng== 0000950144-02-000097.txt : 20020413 0000950144-02-000097.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950144-02-000097 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNLINK HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-03600 FILM NUMBER: 2502032 BUSINESS ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 FORMER COMPANY: FORMER CONFORMED NAME: KRUG INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THORNTON ROBERT M JR CENTRAL INDEX KEY: 0001137608 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 CIRLCE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 SC 13D 1 g73564sc13d.txt SUNLINK HEALTH SYSTEMS, INC./ROBERT M. THORNTON,JR ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUNLINK HEALTH SYSTEMS, INC. (FORMERLY KRUG INTERNATIONAL CORP.) (Name of Issuer) COMMON STOCK, NO PAR VALUE -------------------------- (Title of Class of Securities) 501067102 --------- (CUSIP Number) ROBERT M. THORNTON, JR. 900 CIRCLE 75 PARKWAY, SUITE 1300 ATLANTA, GEORGIA 30339 (770) 933-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 4, 2002 ----------------------------------------------- (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 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out by our 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 pages) Page 1 of 4 ----------------------- ------------------- CUSIP No. 501067102 13D Page 2 of 4 ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT M. THORNTON, JR. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 341,324 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON 0 WITH -------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 341,324 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,324 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 4 SCHEDULE 13D OF ROBERT M. THORNTON, JR. RESPECTING THE SECURITIES OF SUNLINK HEALTH SYSTEMS, INC. ITEM 1. SECURITY AND ISSUER. This filing relates to the acquisition of shares of the no par value common stock (the "Common Stock") of SunLink Health Systems, Inc., an Ohio corporation (the "Issuer") whose principal executive offices are located at 900 Circle 75 Parkway, Suite 1300, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Robert M. Thornton, Jr., an individual whose address is 900 Circle 75 Parkway, Suite 1300, Atlanta, Georgia 30339. Mr. Thornton is the Chairman, President, Chief Executive Officer and Chief Financial Officer of the Issuer. Mr. Thornton has not been convicted in a criminal proceeding during the last five years nor has he, during the last five years, been a party to a 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 finding any violation with respect to such laws. Mr. Thornton is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All shares of the Issuer's Common Stock held by Mr. Thornton were purchased with Mr. Thornton's personal funds through open market purchases. Mr. Thornton also holds warrants to purchase 37,540 shares of the Issuer's Common Stock that are presently exercisable at an exercise price per share of $8.625. Additionally, Mr. Thornton holds presently exercisable options to purchase 15,000 shares of the Issuer's Common Stock at an exercise price per share of $1.6875; presently exercisable options to purchase 80,000 shares of the Issuer's Common Stock at an exercise price per share of $1.50; and presently exercisable options to purchase 8,000 shares of the Issuer's Common Stock at an exercise price per share of $1.25. ITEM 4. PURPOSE OF TRANSACTION. Mr. Thornton's beneficial ownership of the Issuer's Common Stock has increased by greater than one percent due to the purchase of shares in the open market and due to compensatory stock options held by Mr. Thornton which have become exerciseable or are exercisable within sixty days. Except for plans of the Issuer, if any, to which Mr. Thornton may be privy by reason of his status as an officer and director of the Issuer, Mr. Thornton personally has no current plans to engage in, cause or participate with others in, any acquisition or disposition of additional Page 3 of 4 securities of the Issuer, any extraordinary corporate transaction or the sale of a material amount of assets of the Issuer or any of its subsidiaries or any change in the present board of directors or management of the Issuer or any other transaction contemplated by Item 4 of Schedule 13D. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) Mr. Thornton beneficially owns 341,324 shares of the Issuer's Common Stock (which includes presently exercisable warrants and options to purchase 140,540 shares of the Issuer's Common Stock). Of those 341,324 shares, 160,584 shares are held by CareVest Capital, L.L.C. ("CareVest") which Mr. Thornton controls through his ninety percent (90%) ownership of CareVest. Mr. Thornton beneficially owns approximately 6.9% of the Common Stock of the Issuer, as determined in accordance with Rule 13d-3(d)(1). (b) Mr. Thornton possesses sole voting and dispositive powers with respect to all of the securities of the Issuer beneficially owned by him. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for his employment contract and employee and other stock options referred to in Items 3 and 4 hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the person named in Item 2 hereof and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 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. Date: January 4, 2002 /s/ Robert M. Thornton, Jr. ---------------------------- Robert M. Thornton, Jr. Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----