-----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, K2uTpfvZK6ROkj8hzFw8j94U9ILiG+JjSHw3opHa863GnP25lKtuP5Cew2HYQqyE GunJnRJffCn5KTdiuqQP8Q== 0001047469-99-024461.txt : 19990618 0001047469-99-024461.hdr.sgml : 19990618 ACCESSION NUMBER: 0001047469-99-024461 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990617 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORLAND MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000946428 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061387931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45017 FILM NUMBER: 99647788 BUSINESS ADDRESS: STREET 1: 106 CORPORATE PARK DRIVE STREET 2: SUITE 106 CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146942285 MAIL ADDRESS: STREET 1: 106 CORPORATE PARK DRIVE STREET 2: SUITE 106 CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: OSTECH INC DATE OF NAME CHANGE: 19950608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONMATI REYNALD G CENTRAL INDEX KEY: 0001006017 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PREMIUM POINT CITY: NEW ROCHELLE STATE: NY ZIP: 10801 MAIL ADDRESS: STREET 1: PREMIUM POINT CITY: NEW ROCHELLE STATE: NY ZIP: 10801 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Norland Medical Systems, Inc. - -------------------------------------------------------------------------------- (Name of Company) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 656031 10 1 --------------------------------------- (CUSIP Number) Reynald G. Bonmati Premium Point New Rochelle, NY 10801 (914) 576-1595 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover 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). CUSIP No. 656031-10-1 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reynald G. Bonmati (Soc. Sec. No. ###-##-####) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. citizen - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,137,662 SHARES ----------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 18,106,471 OWNED BY ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 1,137,662 REPORTING ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 18,106,471 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,244,133 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 656031-10-1 Page 3 of 5 Pages On September 11, 1997, Norland Medical Systems, Inc. (the "Company") purchased (the "Acquisition") all of the issued and outstanding stock of Norland Corporation ("Norland Corp.") from Norland Medical Systems B.V. ("NMS BV"). The purchase price for the Norland Corp. stock was $17,500,000, consisting of (a) $1,250,000 cash paid to NMS BV at closing and (b) a 7% promissory note issued by the Company to NMS BV. The Company had the right to pay principal of the note by delivering shares of the Common Stock, par value $.0005 per share, of the Company ("Common Stock"), valued at the average closing prices for the five trading days preceding the payment date. The Acquisition was the subject of an ongoing litigation in the Court of Chancery of the State of Delaware, New Castle County. On December 31, 1998, the Company entered into a settlement agreement with respect to this litigation. In connection with the settlement, the purchase price of the Norland Corp. stock was reduced to $8,700,000. The 7% promissory note was reduced by $8,800,000, an additional $1,890,000 of principal was paid by the Company delivering 7,000,000 shares of Common Stock to NMS BV valued at the five day average closing price formula referred to above ($.27 per share), and a new 6 1/2% promissory note in the principal amount of $5,560,000 was issued to NMS BV (the "Amended Note"). In March, 1999, the Company exercised its right to pay an additional $4,310,000 of principal of the Amended Note by the issuance of 11,122,580 shares of the Company's Common Stock ($.39 per share). These 11,122,580 shares, when added to the shares then outstanding and reserved for issuance exceeded the Company's 20,000,000 authorized shares of Common Stock by 6,534,111 shares. Accordingly, the Company issued 4,588,469 of such 11,122,580 shares. Issuance of the remaining 6,534,111 shares was subject to stockholder approval of an increase in the amount of the Company's authorized Common Stock at the 1999 annual meeting. The increase in authorized stock was approved at the stockholders' meeting held on June 2, 1999, and on June 8, 1999 the Company's Certificate of Incorporation was amended to increase the amount of authorized Common Stock to 45,000,000 shares. The 11,122,580 shares issued in partial payment of the Amended Note and 6,000,000 of the 7,000,000 shares issued in December are held by Norland Partners, L.P. ("Norland Partners"), and Bones, L.L.C. ("Bones"), stockholders of NMS BV. Of the remaining 1,000,000 shares, NMS BV holds 500,000 shares, and 500,000 shares were transferred by NMS BV to former shareholders of NMS BV in partial consideration for the termination of their interests in NMS BV. Item 1. SECURITY AND COMPANY This statement relates to the Common Stock of Norland Medical Systems, Inc.. The principal executive offices of the Company are located at 106 Corporate Park Drive, Suite 106, White Plains, New York 10604. Item 2. IDENTITY AND BACKGROUND. The person filing this statement is Reynald G. Bonmati, whose residence address is Premium Point, New Rochelle, New York 10801. The undersigned is Chairman of the Board, President, Treasurer and a Director of the Company. The undersigned is also a managing director of NMS BV; President and a Director of Novatech Resource Corporation ("Novatech Resource") and Novatech Management Corporation ("Novatech Management"); and a managing member of Bones, L.L.C. ("Bones"). Novatech Management is the sole general partner of Norland Partners, L.P. ("Norland Partners"). During the past five years, the undersigned has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); or (ii) 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 a finding of any CUSIP No. 656031-10-1 Page 4 of 5 Pages violation with respect to such laws. The undersigned is a citizen of the United States. Item 3. SOURCE AND AMOUNTS OF FUNDS OF OTHER CONSIDERATION. Not applicable. Item 4. PURPOSE OF TRANSACTION. This Amendment is being filed as a result of the issuance of the 6,534,111 shares of Common Stock, as described above. It is possible that in the future the undersigned may acquire additional shares of Common Stock, either by the grant or exercise of stock options or by open market or private purchases, and may sell shares of Common Stock. The undersigned has been President (chief executive officer) and a director of the Company since the Company commenced operations in January of 1994. In such capacities, the undersigned is frequently involved in discussions concerning, among other things, the Company's operating and other plans and various potential transactions to which the Company might be a party. Subject to the foregoing, the undersigned does not, in his individual capacity, have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. CUSIP No. 656031-10-1 Page 5 of 5 Pages Item 5. INTEREST IN SECURITIES OF THE COMPANY. (a) The undersigned may be deemed to be the beneficial owner of 19,244,133 shares of Common Stock (or 75.7% of the total outstanding). This figure includes: (i) 1,137,662 shares owned directly by the undersigned (including 130,000 shares which may be acquired upon the exercise of options exercisable within the next 60 days); (ii) 500,000 shares owned by NMS BV; (iii) 396,049 shares owned by Novatech Management; (iv) 87,842 shares owned by Novatech Resource; (v) 7,735,201 shares owned by Norland Partners; and (vi) 9,387,379 shares owned by Bones. The undersigned may be deemed to beneficially own the shares owned by NMS BV, Novatech Management, Novatech Resource, Norland Partners and Bones due to his relationship with such entities. The undersigned is a managing director of NMS BV. Norland Partners and Bones are stockholders of NMS BV, and Novatech Management is the sole general partner of Norland Partners. The undersigned is President and a principal stockholder of both Novatech Management and Novatech Resource. The undersigned is a managing member of Bones. Beneficial ownership of the stock owned by NMS BV, Novatech Management, Novatech Resource, Norland Partners and Bones is disclaimed by the undersigned, except to the extent of his proportionate interest in such entities. The above ownership figures do not include a total of 21,100 shares of Common Stock owned by the undersigned's wife, as trustee for their children, with respect to which the undersigned disclaims beneficial ownership. (b) The undersigned has sole power to vote and dispose of 1,137,662 shares owned directly by the undersigned and shared power to vote and dispose of (i) the 500,000 shares of Common Stock owned by NMS BV; (ii) the 396,049 shares owned by Novatech Management; (iii) the 87,842 shares owned by Novatech Resource; (iv) the 7,735,201 shares owned by Norland Partners; and (v) the 9,387,379 shares owned by Bones. (c) There have been no transactions in securities of the Company effected during the past sixty days by the undersigned other than as described herein. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Company owned by the undersigned, NMS BV, Novatech Management, Novatech Resource, Norland Partners and Bones. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY Not applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 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: June 15, 1999 /s/ Reynald G. Bonmati ----------------------------- Reynald G. Bonmati -----END PRIVACY-ENHANCED MESSAGE-----