-----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, St6nJ8TqoUqywJ/GlGRHktvo8yEVrnyrd7tTbofWPaIGTAkJuEo3OXj6XIcZ2Bp1 0vHI4+UGgFUeauE+4ou+KA== 0000903423-98-000283.txt : 19980812 0000903423-98-000283.hdr.sgml : 19980812 ACCESSION NUMBER: 0000903423-98-000283 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980810 SROS: NASD GROUP MEMBERS: CAPE ANN INVESTORS, L.L.C. GROUP MEMBERS: CHILMARK FUND II, L.P. GROUP MEMBERS: CHILMARK II, L.L.C. GROUP MEMBERS: CHILMARK PARTNERS LLC GROUP MEMBERS: DAVID M. SCHULTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRAMAX PRODUCTS INC /DE/ CENTRAL INDEX KEY: 0000818467 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 061200464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41183 FILM NUMBER: 98680838 BUSINESS ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 BUSINESS PHONE: 5082831800 MAIL ADDRESS: STREET 1: 9 BLACKBURN DRIVE CITY: GLOUCESTER STATE: MA ZIP: 01930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILMARK PARTNERS LLC CENTRAL INDEX KEY: 0001046371 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364101709 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 31298498711 MAIL ADDRESS: STREET 2: 845 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 THIS CONFORMING PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) NutraMax Products, Inc. ----------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 67061A30 -------------- (CUSIP Number) David M. Schulte Chilmark Fund II, L.P. 875 North Michigan Avenue Chicago, Illinois 60611 (312) 984-9711 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 1998 ----------------------------- (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(b)(3) or (4), check the following box [ ]. Page 1 of 7 Pages Exhibit Index Appears on Page 5 This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D filed on September 22, 1997, as previously amended (the "Schedule 13D"), by Cape Ann Investors, L.L.C. ("Cape Ann"), Chilmark Fund II, L.P. ("Chilmark Fund"), Chilmark II, L.L.C. ("Chilmark II"), Chilmark Partners, L.L.C. ("Chilmark Partners") and David M. Schulte (collectively, the "Reporting Persons") with respect to the Common Stock, par value $.001 per share ("Common Stock"), of NutraMax Products, Inc. (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. On August 7, 1998, the Issuer and Cape Ann entered into an Amendment to the Stock Purchase Agreement (the "August 1998 Amendment"). The standstill provisions of the Stock Purchase Agreement, as previously amended, are further amended by the August 1998 Amendment to permit Cape Ann and Chilmark Fund and their affiliates to purchase from time to time, in the open market or in privately negotiated transactions, up to an aggregate of 245,000 shares of Common Stock. The standstill provisions also permit Cape Ann and Chilmark Fund to purchase shares of Common Stock from the Issuer upon exercise of the Warrants (as previously described in the Schedule 13D) and to purchase shares of Common Stock from time to time, in the open market or in privately negotiated transactions, to maintain its ownership percentage at up to the highest percentage owned by such persons in the aggregate immediately following any purchase permitted by the other exceptions to the standstill provisions. The August 1998 Amendment is attached hereto as Exhibit 7 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the August 1998 Amendment. The Reporting Persons anticipate that they will acquire through open market purchases or otherwise additional Shares of Common Stock as permitted by the August 1998 Amendment although no assurance can be given as to the amount, timing or price of any such additional acquisitions. Thereafter, the Reporting Persons intend to continue to review their investment in Common Stock and, from time to time depending upon certain factors, including without limitation the financial performance of the Issuer, the availability and price of shares of Common Stock, other general economic, market and investment conditions and options available to them, may determine to acquire through open market purchases or otherwise additional shares of Common Stock, or may determine to sell through the open market or otherwise, in each case, subject to applicable law and the limitations of the October Agreement and the Agreement previously described in the Schedule 13D, as amended by the August 1998 Amendment. Except as stated above, no Reporting Person has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. Page 2 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described above, Cape Ann is a party to the August 1998 Amendment to Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 7 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 7 - August 1998 Amendment to Stock Purchase Agreement. Page 3 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Dated: August 7, 1998 Cape Ann Investors, L.L.C. By: /s/ David Schulte ------------------------ Name: David Schulte Title: President Chilmark Fund II, L.P. By: Chilmark II, L.L.C. By: /s/ David Schulte ------------------------ Name: David Schulte Title: President Chilmark II, L.L.C. By: /s/ David Schulte ------------------------ Name: David Schulte Title: President Chilmark Partners, L.L.C. By: /s/ David Schulte ------------------------ Name: David Schulte Title: Managing Member /s/ David Schulte --------------------------- David Schulte Page 4 of 7 Pages EXHIBIT INDEX Exhibit Page Number Description Number - ------ ----------- ------ 1 Joint Filing Agreement, dated September 19, * 1997, among the Reporting Persons. 2 Stock Purchase Agreement. * 3 Amendment No. 1. * 4 Form of Share Purchase Agreement, dated * as of September 18, 1997. 5 October Agreement. * 6 Amendment to October Agreement. * 7 August 1998 Amendment to Stock Purchase 6 Agreement - -------- * previously filed Page 5 of 7 Pages Exhibit 7 AMENDMENT (this "Amendment"), dated as of August 7, 1998, to the Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of August 12, 1997, as previously amended, by and between NutraMax Products, Inc., a Delaware corporation (the "Company"), and Cape Ann Investors, L.L.C., a Delaware limited liability company (the "Purchaser"). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement. 1. The first sentence of Section 5.6(b) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows: "Each of the Stockholders hereby jointly and severally covenants and agrees that from and after the date hereof none of the Stockholders or their Affiliates will, without the prior written consent of the Company specifically expressed in a vote adopted after the Closing by the Board, directly or indirectly, purchase or cause to be purchased or otherwise acquire (other than pursuant to a stock split, stock dividend or similar transaction) or agree to acquire, or become or agree to become the beneficial owner of, any additional Stock, except that the Stockholders and their Affiliates may purchase shares of Common Stock (A) pursuant to Section 2.2 of the Agreement between the Company and Purchaser, dated as of October 14, 1997 (the "October Agreement"), (B) upon exercise of some or all of the warrants granted pursuant to the October Agreement (the "Warrants"), (C) from time to time, in the open market or in privately negotiated transactions, up to an aggregate of 245,000 shares of Common Stock, and (D) from time to time, in the open market or in privately negotiated transactions, up to an aggregate number of shares of Common Stock which, when added to the Shares of Common Stock then owned by the Stockholders and their Affiliates, would result in the Stockholders owning no more than the highest percentage of voting securities of the Company held by the Stockholders and their Affiliates immediately following any purchase permitted by clauses (A), (B) or (C) above. 2. Notwithstanding anything in the Stock Purchase Agreement to the contrary, any member of the Advisory Board of Chilmark who acquired shares of Common Stock from Purchaser on September 18, 1997 in accordance with the Stock Purchase Agreement may, from time to time, in the open market or privately negotiated transactions, purchase up to an aggregate number of shares of Common Stock equal to 50% of the number of shares so acquired from Chilmark. 3. Except as expressly provided herein, the Stock Purchase Agreement shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Amendment as of the date first above written. NUTRAMAX PRODUCTS, INC. By: /s/ Donald E. Lepone ------------------------ Name: Donald E. Lepone Title: President/CEO CAPE ANN INVESTORS, L.L.C. By: Chilmark Fund II, L.P., its Managing Member By: Chilmark II, L.L.C., its General Partner By: /s/ David Schulte ------------------------ Name: David Schulte Title: President -----END PRIVACY-ENHANCED MESSAGE-----