-----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, HFvKwrByxA8fp55GdklJQdvsluhboNpy67asAT8XMdAhVshv94NVieb2PdecG9ND fo0/UKL23mNiqWdTWtFsaA== 0001016843-00-000026.txt : 20000202 0001016843-00-000026.hdr.sgml : 20000202 ACCESSION NUMBER: 0001016843-00-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HENLEY HEALTHCARE INC CENTRAL INDEX KEY: 0000890284 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 760511324 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54003 FILM NUMBER: 506723 BUSINESS ADDRESS: STREET 1: 120 INDUSTRIAL BLVD CITY: SUGAR LAND STATE: TX ZIP: 77478-3128 BUSINESS PHONE: 2812767000 MAIL ADDRESS: STREET 1: 120 INDUSTRIAL BLVD CITY: SUGAR LAND STATE: TX ZIP: 77478 FORMER COMPANY: FORMER CONFORMED NAME: LASERMEDICS INC DATE OF NAME CHANGE: 19940406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXXIM MEDICAL INC CENTRAL INDEX KEY: 0000858660 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 760291634 STATE OF INCORPORATION: TX FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10300 49TH ST N CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 7275612100 MAIL ADDRESS: STREET 1: 10300 49TH STREET NORTH CITY: CLEARWATER STATE: FL ZIP: 33762 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) HENLEY HEALTHCARE, INC. ----------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 ------------------------------ (Title of Class of Securities) 42550V 10 7 -------------- (CUSIP Number) Kenneth W. Davidson, President Maxxim Medical, Inc. 10300 49th Street North Clearwater, Florida 33762 (813) 561-2100 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 1999 ------------------------------------------------------- (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 [ ]. The information required in 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.) 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. Maxxim Medical, Inc. 76-0291634 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable. See Introduction to the Statement and Item 3 of the Statement. - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Texas - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,400,000 ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 2,400,000 ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (10) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 32.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 This Amendment No. 2 is filed to reflect a reduction in the number of shares of the Common Stock ("Shares") of Henley Healthcare, Inc. ("Henley") owned by Maxxim Medical, Inc. ("Maxxim"), to amend and restate Item 5 of the Schedule 13-D filed by Maxxim Medical, Inc., on November 6, 1998 (the "Statement") and to amend and restate Schedule 1 in the Schedule 13-D filed by Maxxim Medical, Inc., on May 12, 1998. Item 5. Interest in Securities of the Issuer. (a) According to Henley's most recently available filing with the Commission, there were 5,823,726 Shares of Common Stock outstanding on August 13, 1999. On January 5, 2000, Maxxim owned of record 900,000 Shares, or approximately 15.0% of the total number of outstanding Shares. Maxxim beneficially owns an additional 1,500,000 Shares, issuable upon the conversion of the outstanding principal amount due under the Note ($3,000,000). Therefore, Maxxim beneficially owns a total of 2,400,000 Shares, or approximately 32.8% of the 7,323,726 Shares which would be outstanding following the issuance of the additional 1,500,000 Shares upon the conversion of the remaining principal amount due under the Note. Maxxim is also entitled to convert any accrued and unpaid interest due under the Note into Common Stock. Interest on the Note currently accrues at a rate of 6% per annum and increases 2% per annum on May 1 of each calendar year. Accrued interest is due and payable on May 1 and November 1 of each calendar year until May 1, 2003. The interest payment due May 1, 1998 was fully paid; interest payments subsequent to May 1, 1998 have been deferred until May 1, 2000 or until a new bank agreement has been obtained. To the best of Maxxim's knowledge, of the persons listed on Schedule I, only Messrs. Davidson and Henley beneficially own any Shares of Henley. Mr. Davidson beneficially owns an additional 30,000 Shares, representing Shares he has the current right to acquire under currently exercisable stock options. Mr. Henley beneficially owns an additional 65,000 Shares, representing Shares he has the current right to acquire under currently exercisable options. (b) Maxxim has the sole right to vote and dispose of all of the Shares beneficially owned by it. To the best of Maxxim's knowledge, each of Messrs. Davidson and Henley has the sole right to vote and dispose of the Shares beneficially owned by him. (c) In September 1997, Henley requested that Maxxim agree to an increase in the amount of other debt to which the Note would be subordinate. Maxxim agreed to such increase in exchange for a reduction in the conversion price from $3.00 to $2.00. On September 30, 1997, the terms of the Note were so modified, giving Maxxim the beneficial ownership of 3,500,000 Shares with respect to the $7 million principal balance due under the Note. 3 On February 20, 1998, Maxxim converted $2,000,000 due under the Note into 1,000,000 Shares. On March 13, 1998, Maxxim converted another $2,000,000 due under the Note into an additional 1,000,000 Shares. Maxxim has sold shares as follows: SALE DATE SHARES SOLD SALES PRICE SALE TYPE --------- ----------- ----------- --------- April 15, 1998 500,000 $ 3.09 Private Sale August 25, 1998 50,000 $ 3.00 Private Sale October 30, 1998 425,000 $ 3.00 Private Sale December 2, 1999 10,500 $ 3.06 Open Market Sale December 3, 1999 14,500 $ 3.06 Open Market Sale December 15, 1999 1,000 $ 2.13 Open Market Sale December 16, 1999 4,000 $ 2.06 Open Market Sale December 17, 1999 15,000 $ 2.04 Open Market Sale December 20, 1999 25,000 $ 2.00 Open Market Sale December 21, 1999 10,000 $ 2.00 Open Market Sale December 23, 1999 7,000 $ 2.00 Open Market Sale January 4, 2000 38,000 $ 2.01 Open Market Sale To the best of Maxxim's knowledge, except as described above, there have been no other transactions in the Common Stock effected during the last 60 days by Maxxim or any of the persons listed in Schedule I. 4 Schedule I Each of the individuals below, except for Messrs. Davidson, Graham, Lamont and Beek, is a citizen of the United States of America. Messrs. Davidson, Graham and Lamont are citizens of Canada. Messr. Beek is a citizen of The Netherlands. For each person whose employment is with Maxxim, the principal business of their employment and their business address is described under Item 2 previously filed by Maxxim Medical, Inc. on Schedule 13-D on May 12, 1998.
PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL NAME BUSINESS OF EMPLOYER; BUSINESS ADDRESS - ---- -------------------------------------- Kenneth W. Davidson Chairman of the Board, President and Chief Executive Officer of Maxxim Medical, Inc. Peter M. Graham Senior Executive Vice President, Chief Operating Officer and Secretary of Maxxim Medical, Inc. David L. Lamont Executive Vice President, Research and Development Maxxim Medical, Inc. Henry T. DeHart Executive Vice President, Manufacturing Operations Maxxim Medical, Inc. Jack F. Cahill Executive Vice President, Sales and Marketing Maxxim Medical, Inc. Alan S. Blazei Executive Vice President, Controller and Treasurer Maxxim Medical, Inc. Joseph D. Dailey Executive Vice President, Information Services Maxxim Medical, Inc. Suzanne R. Garon Executive Vice President, Human Resources Maxxim Medical, Inc. Rob W. Beek Executive Vice President, Managing Director Maxxim Medical Europe Ernest J. Henley, Ph.D. Professor of Chemical Engineering, University of Houston 49 Briar Hollow Lane #1902 Houston, TX 77027 Saul A. Fox Managing Member of Fox Paine & Company, LLC 950 Tower Lane, Suite 1150 Foster City, CA 94404 W. Dexter Paine, III Managing Member of Fox Paine & Company, LLC 950 Tower Lane, Suite 1150 Foster City, CA 94404 Jason B. Hurwitz Director of Fox Paine & Company, LLC 950 Tower Lane, Suite 1150 Foster City, CA 94404
5 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. Dated: January 13, 2000 /s/ ALAN S. BLAZEI - ------------------ (Signature) Executive Vice President, Controller & Treasurer (Name and Title) 6 -----END PRIVACY-ENHANCED MESSAGE-----