0000891618-01-501806.txt : 20011009
0000891618-01-501806.hdr.sgml : 20011009
ACCESSION NUMBER: 0000891618-01-501806
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011001
GROUP MEMBERS: ALBERT J. HENRY
GROUP MEMBERS: RT ACQUISITION GROUP, INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP
CENTRAL INDEX KEY: 0001002017
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 942787342
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44873
FILM NUMBER: 1749180
BUSINESS ADDRESS:
STREET 1: 2755 CAMPUS DR
STREET 2: STE 200
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 6503490800
MAIL ADDRESS:
STREET 1: 2755 CAMPUS DRIVE
STREET 2: SUITE 200
CITY: SAN MATEO
STATE: CA
ZIP: 94403
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BADER RICHARD F
CENTRAL INDEX KEY: 0001007912
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 2755 CAMPUS DR STE 200
STREET 2: C/O RAYTELL MEDICAL CORP
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 4153490800
MAIL ADDRESS:
STREET 1: RAYTELL MEDICAL CORP
STREET 2: 3755 CAMPUS DR STE 200
CITY: SAN MATEO
STATE: CA
ZIP: 94403
SC 13D
1
f76065sc13d.txt
SCHEDULE 13D
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
RAYTEL MEDICAL CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
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Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
755107-10-9
--------------------------------------------------------------------------------
(CUSIP Number)
Richard F. Bader
Raytel Medical Corporation
2755 Campus Drive, Suite 200
San Mateo, CA 94403
Telephone: (650) 349-0800
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
--------------------------------------------------------------------------------
August 13, 2001
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box:
[X] Richard F. Bader
[ ] Albert J. Henry
[ ] RT Acquisition Group, Inc.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 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).
2
Schedule 13D
CUSIP No. 755107-10-9
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Richard F. Bader
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power:
Shares
Beneficially 279,779 (1)
Owned by Each ----------------------------------------------------------------
Reporting 8. Shared Voting Power:
Person With
0
----------------------------------------------------------------
9. Sole Dispositive Power:
279,779 (1)
----------------------------------------------------------------
10. Shared Dispositive Power:
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
279,779 (1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
9.2% (2)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Includes 132,174 shares subject to options exercisable within 60 days
after the date of this statement.
(2) Based on 2,918,425 shares outstanding as of July 31, 2001.
3
CUSIP No. 755107-10-9
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Albert J. Henry
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power:
Shares
Beneficially 37,489
Owned by Each ----------------------------------------------------------------
Reporting 8. Shared Voting Power:
Person With
0
----------------------------------------------------------------
9. Sole Dispositive Power:
37,489
----------------------------------------------------------------
10. Shared Dispositive Power:
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
37,489
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
1.3% (1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Based on 2,918,425 shares outstanding as of July 31, 2001.
4
Schedule 13D
CUSIP No. 755107-10-9
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
RT Acquisition Group, Inc.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power:
Shares
Beneficially 0
Owned by Each ----------------------------------------------------------------
Reporting 8. Shared Voting Power:
Person With
0
----------------------------------------------------------------
9. Sole Dispositive Power:
0
----------------------------------------------------------------
10. Shared Dispositive Power:
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):
0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
5
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the
common stock, $0.001 par value (the "Common Stock"), of Raytel Medical
Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's
principal executive offices is 2755 Campus Drive, Suite 200 San Mateo, CA 94403.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c): The persons filing this Statement on Schedule 13-D (the
"Reporting Persons") are:
Richard F. Bader:
Richard F. Bader's principal business address is Raytel Medical
Corporation, 2755 Campus Drive, Suite 200 San Mateo, CA 94403. Mr. Bader's
principal occupation is that of Chairman of the Board of Directors and Chief
Executive Officer of the Issuer.
Albert J. Henry:
Albert J. Henry's principal business address is Henry & Co., P.O. Box
148, Lake Forest, IL 60045. Mr. Henry's principal occupation is that of venture
capitalist and investor.
RT Acquisition Group, Inc.:
RT Acquisition Group, Inc.'s principal business address is c/o Henry &
Co., P.O. Box 148, Lake Forest, IL 60045. RT Acquisition Group, Inc. was formed
by Mr. Bader and Mr. Henry in September 2001 for the purpose of evaluating the
possibility of acquiring the outstanding equity of the Issuer and evaluating the
possibility of financing any such acquisition proposal.
(d)-(e): During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been 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 violation with respect to such laws.
(f): Mr. Bader and Mr. Henry are citizens of the U.S.A. RT Acquisition
Group, Inc. is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
57,414 shares of Common Stock were purchased by Mr. Bader upon the
exercise of stock options for an aggregate exercise price of $363,386.48. The
remainder of the shares of Common Stock were purchased by Mr. Bader either in
open market transactions at varying prices, or in transactions involving
restricted securities prior to Issuer's initial public offering of Common Stock
in November 1995 for nominal consideration. The funds for these purchases of
shares of Common Stock came from Mr. Bader's personal funds.
13,489 shares of Common Stock were purchased by Mr. Henry upon the
exercise of stock options for an aggregate exercise price of approximately
$53,500.00. 24,000 shares of Common Stock were purchased by Mr. Henry in open
market transactions for an aggregate purchase price of $58,978.96. The funds for
the purchase of these shares of Common Stock came from Mr. Henry's personal
funds.
No shares of Common Stock are beneficially owned by RT Acquisition
Group, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
6
Schedule 13D
Mr. Bader has previously reported his beneficial ownership of 258,922
shares of Common Stock (after giving effect to a 1-for-3 reverse stock split
effective on May 22, 2001) in a Statement on Schedule 13G filed with the
Securities and Exchange Commission on February 12, 1997, as amended on February
5, 1998, February 16, 1999 and February 9, 2001. Since February 9, 2001, Mr.
Bader has continued to vest on shares underlying options granted to him to
purchase shares of Common Stock. On July 5, 2001 and July 6, 2001, Mr. Bader
acquired an additional 4,700 shares of Common Stock in open market transactions.
Mr. Bader acquired and held the shares of Common Stock with investment intent
and not the intent to exercise control of the Issuer (other than in his capacity
as Chairman of the Board and Chief Executive Officer of the Issuer). As
discussed below, on August 13, 2001, Mr. Bader contacted the Board of Directors
of the Issuer regarding a proposal to purchase all of the fully-diluted equity
of the Issuer and, accordingly, Mr. Bader is converting his Statement on
Schedule 13G to this Statement on Schedule 13D.
In mid-July, 2001, Mr. Bader and Mr. Henry, who served on the Issuer's
Board of Directors from 1990 until 1998, began to explore the possibility of
forming an entity to acquire the outstanding equity of the Issuer. On August 13,
2001, Mr. Bader and Mr. Henry contacted the Board of Directors of the Issuer
regarding a proposal to purchase all of the fully-diluted equity of the Issuer
at a price of $7.00 to $9.00 per share in cash and assume or pay off all of the
outstanding liabilities of the Issuer. This proposal would require outside
financing in order to be consummated, which financing had not yet been arranged
or sought by Mr. Bader or Mr. Henry at the time. It was determined that no
discussions regarding the possibility of proceeding with such acquisition
proposal would be held until a special committee of the Board of Directors of
the Issuer (the "Special Committee") had been formed and legal and financial
advisors to the Special Committee had been engaged. On September 25, 2001, Mr.
Bader and Mr. Henry formed RT Acquisition Group, Inc. in furtherance of the
possibility of proceeding with this acquisition proposal. On October 1, 2001, RT
Acquisition Group, Inc. contacted the Special Committee to explore the
feasibility of the Issuer entering into discussions with RT Acquisition Group,
Inc. regarding this acquisition proposal. At the present time, the Reporting
Persons intend to continue engaging in such informal discussions with the
Special Committee and evaluating the possibility of financing any such
acquisition proposal. There is no present contract, arrangement or understanding
with the Issuer with respect to any such acquisition and there can be no
assurance that the Special Committee will agree with any of the Reporting
Persons or any entity controlled by any of them regarding any such acquisition
proposal, or that any such acquisition proposal, if agreed to, could be financed
on acceptable terms.
By reason of these activities, Mr. Bader, Mr. Henry and RT Acquisition
Group, Inc. may be deemed to constitute a "group" (as such term is used in
Section 13(d)(3) of the rules and regulations under the Securities Exchange Act
of 1943, as amended). Except for the matters described in this Item 4 and in
Item 6 below, none of the Reporting Persons has any contract, arrangement or
understanding with respect to the Issuer or the Common Stock. In connection with
Mr. Bader's ongoing service to the Issuer as Chairman of the Board of Directors
and Chief Executive Officer, Mr. Bader has entered into both an employment
agreement and an indemnity agreement, both of which were filed as exhibits to
the Issuer's Registration Statement of Form S-1, No. 33-97860, which was
declared effective on November 30, 1995.
Each of the Reporting Persons intend to monitor their respective
ownership interests, if any, in the Issuer on an ongoing basis and to take such
measures as any of them deems appropriate from time to time in furtherance of
such interest. Any of the Reporting Persons may, from time to time, acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock then owned by any of them, if any (although none of them have any
present intention to do so), discuss the Issuer's business, operations or other
affairs with the Issuer's management, Board of Directors or the Special
Committee, shareholders or others or take such other actions as any Reporting
Person may deem appropriate. There can be no assurance that any of the Reporting
Persons will proceed with any acquisition proposal, or that any such proposal
could be financed on acceptable terms. Notwithstanding the foregoing, except as
described in this Item 4, no Reporting Person has any present plan or proposal
which would relate to or would result in any of the actions referred to in items
(a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange
Commission. Each of the Reporting Persons do, however, reserve the right in the
future to adopt such plans or proposals subject to compliance with applicable
regulatory requirements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-3-
7
Schedule 13D
(a) Mr. Bader beneficially owns 279,779 shares of Common Stock,
including 132,174 shares subject to options exercisable within 60 days after the
date of this Statement. Based on 2,918,425 shares of Common Stock outstanding as
of July 31, 2001 as reported on the Issuer's Form 10-Q for the quarterly period
ending June 30, 2001, Mr. Bader beneficially owns approximately 9.2% of the
outstanding shares of the Common Stock of the Issuer.
Mr. Henry beneficially owns 37,489 shares of Common Stock. Based
on 2,918,425 shares of Common Stock outstanding as of July 31, 2001 as reported
on the Issuer's Form 10-Q for the quarterly period ending June 30, 2001, Mr.
Henry beneficially owns approximately 1.3% of the outstanding shares of the
Common Stock of the Issuer.
RT Acquisition Group, Inc. does not own any shares of Common
Stock.
(b) Mr. Bader exercises sole voting and dispositive power with respect
to all 279,779 shares of Common Stock owned.
Mr. Henry exercises sole voting and dispositive power with
respect to all 37,489 shares of Common Stock owned.
RT Acquisition Group, Inc. does not own any shares of Common
Stock.
(c) On July 5, 2001, Mr. Bader acquired an additional 900 shares of
Common Stock in two open market transactions in lots of 300 and 600 shares, at a
purchase price per share of $2.01 and $2.10, respectively. On July 6, 2001, Mr.
Bader acquired an additional 3,800 shares of Common Stock in two open market
transactions in lots of 3,300 shares and 500 shares at a purchase price per
share of $2.15 and $2.21, respectively.
(d)-(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Joint Filing Agreement filed as Exhibit 1 to this filing
and as described in Item 4, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among any Reporting Person and any person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finders 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No. Description
--- -----------
1 Joint Filing Agreement
-4-
8
Schedule 13D
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 28, 2001
/s/ Richard F. Bader
----------------------------------
Richard F. Bader
/s/ Albert J. Henry
----------------------------------
Albert J. Henry
RT Acquisition Group, Inc.
By: /s/ Albert J. Henry
------------------------------
Name: Albert J. Henry
Title: hairman
-5-
EX-1
3
f76065ex1.txt
EXHIBIT 1
1
Schedule 13D
Exhibit 1
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D dated September 28, 2001
relating to the Common Stock of Raytel Medical Corporation shall be filed on
behalf of the undersigned.
/s/ Richard F. Bader
----------------------------------
Richard F. Bader
/s/ Albert J. Henry
----------------------------------
Albert J. Henry
RT Acquisition Group, Inc.
By: /s/ Albert J. Henry
------------------------------
Name: Albert J. Henry
Title: hairman
-6-