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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
COMPURAD, INC.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
- -----------------------------------------------------------------
(Title of Class of Securities)
550274 10 4
------------------------------
(CUSIP Number)
Stephen J. Weiss
Lumisys Incorporated
225 Humboldt Court
San Jose, CA 94089
(408) 733-6565
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 28, 1997
- -----------------------------------------------------------------
(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 /_/.
Check the following box if a fee is being paid with the statement
/X/. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS,
SHOULD BE FILED WITH THE COMMISSION. SEE RULE 13D-1(A) 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 the 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).
1 NAME OF REPORTING PERSON
Lumisys Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
77-0133232
- -----------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- -----------------------------------------------------------------
SEC USE ONLY
3
- -----------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
8 SHARED VOTING POWER
1,630,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11
1,630,000 shares
- -----------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12
[_]
- -----------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
41%
- -----------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Neither the filing of this statement on Schedule 13D nor any
of its contents shall be deemed to constitute an admission by
Lumisys Incorporated that it is the beneficial owner of any of
the Common Stock referred to herein for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Act"),
or for any other purpose, and such beneficial ownership is
expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock,
$0.01 par value per share (the "Common Stock"), of CompuRAD,
Inc., a Delaware corporation ("CompuRAD"). The principal
executive offices of CompuRAD are located at 1350 North Kolb
Road, Tucson, Arizona 85715.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Lumisys
Incorporated, a Delaware corporation ("Lumisys"). Lumisys
designs, manufactures and markets a family of precision
digitizers that convert medical images on film or video into
digital format.
(b) The address of the principal office and principal
business of Lumisys is 225 Humboldt Court, San Jose, California
94089.
(c) Set forth in Schedule I is the name and present
principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted, of each of Lumisys' directors
and executive officers as of the date hereof.
(d) During the past five years, neither Lumisys nor, to
Lumisys' knowledge, any person named in Schedule I to this
Schedule 13D, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Lumisys nor, to
Lumisys' knowledge, any person named in Schedule I to this
Schedule 13D, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or
mandating activity subject to Federal or state securities laws or
finding any violation with respect to such laws.
(f) All of the directors and executive officers of Lumisys
named in Schedule I to this Schedule 13D are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate consummation of the Merger (as defined in Item
4 below), certain stockholders of CompuRAD have entered into
Voting Agreements with Lumisys as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger and
Reorganization dated September 28, 1997 (the "Reorganization
Agreement"), among Lumisys, SAC Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Lumisys
("Merger Sub"), and CompuRAD, and subject to the conditions set
forth therein (including approval by the stockholders of
CompuRAD), Merger Sub will be merged with and into CompuRAD (the
"Merger"), with each share of CompuRAD Common Stock being
converted in the right to receive 0.928 shares of Lumisys' Common
Stock, $.001 par value per share ("Lumisys Common Stock"). In
addition, the Lumisys will assume stock options outstanding under
CompuRAD's 1994 Stock Option Plan and 1996 Stock Option Plan and
all outstanding warrants to purchase CompuRAD Common Stock on the
terms set forth in the Reorganization Agreement.
The description contained in this item 4 of the transactions
contemplated by the Reorganization Agreement is qualified in its
entirety by reference to the full text of the Reorganization
Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.1.
As an inducement to CompuRAD to enter into the
Reorganization Agreement, each of Phillip Berman, M.D., Cary
Cole, Henky Wibowo and Kevin Donovan (collectively, the "Voting
Agreement Stockholders") have entered into a Voting Agreement
dated September 28, 1997 (a "Voting Agreement") with Lumisys.
Pursuant to the Voting Agreements, the Voting Agreement
Stockholders have agreed to vote the shares of CompuRAD Common
Stock owned by them: (i) in favor of the Merger, (ii) the
execution and delivery by the CompuRAD of the Reorganization
Agreement, (iii) the adoption and approval of the terms thereof
and (iv) in favor of each of the other actions contemplated by
the Reorganization Agreement and any action required in
furtherance hereof and thereof. To Lumisys' knowledge, the
number of shares of Lumisys Common Stock beneficially owned by
each of the Voting Agreement Stockholders is set forth on
Schedule II to this Schedule 13D.
The Voting Agreement Stockholders have also executed and
delivered to Lumisys an irrevocable proxy granting Lumisys the
authority to vote the shares of CompuRAD Common Stock owned by
the Voting Agreement Stockholders in the manner described in the
foregoing. Lumisys did not pay any additional consideration to
any Voting Agreement Stockholder in connection with the
execution and delivery of his Voting Agreement. The description
contained in this Item 4 of the transactions contemplated by the
Voting Agreement is qualified in its entirety by reference to the
full text of the form of Voting of Agreement, a copy of which is
attached to this Schedule 13D as Exhibit 99.2.
Also in connection with the Reorganization Agreement, those
stockholders of CompuRAD who may be deemed an affiliate (the
"Affiliate"), as such term is defined in Rule 145 of the
Securities Act of 1933, as amended, have each entered into an
Affiliate Agreement with Lumisys (collectively, the "Affiliate
Agreements") pursuant to which each Affiliate has agreed that,
during the period from the date 30 days prior to the date of
consummation of the Merger through the date on which financial
results covering at least 30 days of post-Merger combined
operations of Lumisys and CompuRAD have been published by Lumisys
(within the meaning of the applicable "pooling of interests"
accounting requirements): (i) such Affiliate shall not sell,
transfer or otherwise dispose of, or reduce such Affiliate's
interest in or risk relating to, any capital stock of CompuRAD.
The description contained in this Item 4 of the transaction
contemplated by the Affiliate Agreement is qualified in its
entirety by reference to the full text of the Form of Affiliate
Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.3.
(c) Not applicable.
(d) Upon consummation of the Merger, CompuRAD will become a
wholly-owned subsidiary of Lumisys. Dr. Philip Berman and Dr.
David Lapan, each a director of CompuRAD, will be nominated as
management nominees for election to the Board of Directors of
Lumisys at the next annual meeting of the stockholders of
Lumisys.
(e) None, other than as a result of the Merger described in
Item 3 above, not applicable.
(f) Upon consummation of the Merger, CompuRAD will become a
wholly-owned subsidiary of Lumisys.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of CompuRAD will be amended and restated in a form
satisfactory to Lumisys.
(h) Upon consummation of the Merger, the CompuRAD Common
Stock will cease to be quoted on any quotation system or
exchange.
(i) Upon consummation of the Merger, the CompuRAD Common
Stock will become eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, Lumisys currently has no
plan or proposals which relate to, or may result in, any of the
matters listed in Items 4(a) - (j) of Schedule 13D (although
Lumisys reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Voting Agreements, Lumisys has
shared power to vote an aggregate of 1,630,000 shares of CompuRAD
Common Stock for the limited purposes described in Item 4 above,
and such shares constitute approximately 41% of the issued and
outstanding shares of CompuRAD Common Stock as of September 28,
1997. To the extent that Lumisys, as permitted by the Voting
Agreements, requests proxies to vote all of the shares of
CompuRAD Common Stock subject to the Voting Agreement and such
proxies are so granted, Lumisys will have the sole voting power
with respect to such shares.
To Lumisys' knowledge, no shares of CompuRAD Common Stock
are beneficially owned by any of the persons named in Schedule I,
except for (i) such beneficial ownership arising solely from the
Voting Agreements and (ii) 3000 shares of CompuRAD Common Stock
owned by Stephen J. Weiss.
Set forth in Schedule III to this Schedule 13D is the name
and present principal occupation or employment of each person
with whom Lumisys shares the power to vote or to direct the vote
or to dispose or direct the disposition of CompuRAD Common Stock.
During the past five years, to Lumisys' knowledge, no person
named in Schedule III to this Schedule 13D, has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, to Lumisys' knowledge, no person
named in Schedule III to this Schedule 13D was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations
of or prohibiting or mandating activity subject to federal or
state securities laws or finding any violation with respect to
such laws.
To Lumisys' knowledge, all persons named in Schedule III to
this Schedule 13D are citizens of the United States.
(c) Neither Lumisys, nor, to Lumisys' knowledge, any person
named in Schedule II, has affected any transaction in the
CompuRAD Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described herein, to Lumisys' knowledge, there
are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any
securities of the CompuRAD, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
99.1 Agreement and Plan of Merger and Reorganization dated
September 28, 1997, by and among CompuRAD, Inc., a
Delaware corporation, SAC Acquisition Corporation, a
Delaware corporation, and Lumisys Incorporated, a
Delaware corporation
99.2 Form of Voting Agreement dated September 28, 1997, a
substantially similar version of which has been executed
by Lumisys Incorporated, a Delaware corporation, and each
of Phillip Berman, MD, Cary Cole, Henky Wibowo and Kevin
Donovan
99.3 Form of Affiliate Agreement dated September 28, 1997, a
substantially similar version of which has been executed
by Lumisys Incorporated, a Delaware corporation, and each
of those stockholders of CompuRAD, Inc., a Delaware
corporation, as indicated on the schedule provided
therewith
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: October 27, 1997 LUMISYS INCORPORATED
By:/s/ Stephen J. Weiss
Stephen J. Weiss
President and
Chief Executive Officer
SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF LUMISYS
Name Principal Occupation or Employment
Stephen J. Weiss President and Chief Executive Officer
and Director, Lumisys Incorporated
Craig L. Klosterman Chief Operating and Chief Financial
Officer, Lumisys Incorporated
Matthew D. Miller, Ph.D. Director, Lumisys Incorporated
Austin E. Vanchieri Vice President, Sales, Lumisys
Incorporated
John M. Burgess Vice President, Engineering, Lumisys
Incorporated
Linden J. Livoni Vice President, Engineering, Lumisys
Incorporated
Kuldip Ahluwalia Vice President, Marketing and
Business Development, Lumisys
Incorporated
Dean MacIntosh Vice President, Finance, Lumisys
Incorporated
Mark Mariotti Vice President, Lumisys Incorporated
and General Manager, Imagraph
All individuals named in the above table are employed at Lumisys
Incorporated, 225 Humboldt Court, San Jose, CA 94089.
SCHEDULE I (CONTINUED)
NON-EMPLOYEE DIRECTORS OF LUMISYS
Name Principal Occupation or Employment/
Name and Address of Corporation or
other Organization in which Employed
Douglas G. Devivo, Ph.D. General Partner
ALCE and Vanguard Associates
325 Distel Circle, Suite 100
Los Altos, CA 94022
C. Richard Kramlich Managing General Partner
New Enterprise Associates
2490 Sand Hill Road
Menlo Park, CA 94025
SCHEDULE II
Individual Number of Shares of Percentage of
CompuRAD Common Stock Outstanding Shares of
Beneficially Owned CompuRAD Common
Stock as of
September 28, 1997
Philip Berman, M.D. 535,000 13.5%
Cary Cole 530,500 13.4%
Henky Wibowo 503,500 12.7%
Kevin Donovan 91,600 2.3%
SCHEDULE III
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
Philip Berman, M.D. Chairman of the Board,
Chief Executive Officer and
President, CompuRAD, Inc.
Cary Cole Vice President, Sales,
CompuRAD, Inc.
Henky Wibowo Vice President, Engineering,
CompuRAD, Inc.
Kevin Donovan Vice President, Finance and
Chief Financial Officer,
CompuRAD, Inc.
