SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )1
INNOVASIVE DEVICES, INC.
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(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of Class of Securities)
45766K10
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(CUSIP Number)
ALAN CHERVITZ, MEDICINELODGE, INC.,
152 SOUTH 600 WEST, LOGAN, UTAH 84321 (801) 753-7675
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JUNE 27, 1997
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(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 |_|.
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.
(Continued on following pages)
(Page 1 of 10 Pages)
1The 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, as amended (the "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).
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<PAGE>
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CUSIP No. 45766K10 SCHEDULE 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MedicineLodge, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,885,000
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8 SHARED VOTING POWER
BENEFICIALLY
-0-
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,885,000
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10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $.0001 par
value ("Common Stock"), of Innovasive Devices, Inc. (the "Issuer"). The address
of the principal executive offices of the Issuer is 734 Forest Street, Marlboro,
Massachusetts 01752-3032.
Item 2. Identity and Background.
MedicineLodge, Inc.
-------------------
MedicineLodge, Inc. (the "Corporation") is a corporation
organized under the laws of the State of Delaware. Prior to June 27, 1997, the
Corporation's principal business was the development and marketing of specialty
medical devices. On June 27, 1997, the Corporation sold the assets constituting
its principal business for stock that it now holds. See Item 3 below. The
address of its principal business and principal office is 152 South 600 West,
Logan, Utah 84321. During the past five years, the Corporation has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors, and the Corporation has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
it was 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.
Richard B. Caspari
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(a) Richard B. Caspari, M.D.
(b) The business address of Dr. Caspari is 4405 Cox Road,
Suite 120, Glen Allen, Virginia 23060.
(c) Dr. Caspari is a surgeon employed by Tuckahoe
Orthopaedic Associates, Ltd., whose address is 4405 Cox Road, Suite 120, Glen
Allen, Virginia 23060, and a director of the Corporation. Dr. Caspari is also a
consultant to and a director of the Issuer, whose address is set forth in Item 1
above.
(d) During the past five years, Dr. Caspari has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Dr. Caspari has not been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was 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) Dr. Caspari is a citizen of the United States of
America.
Page 3 of 10 Pages
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Alan Chervitz
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(a) Alan Chervitz.
(b) The business address of Mr. Chervitz is 152 South 600
West, Logan, Utah 84321.
(c) Mr. Chervitz is President and Chief Executive
Officer and a director of the Corporation, whose address is 152 South 600 West,
Logan, Utah 84321. Mr. Chervitz is also Executive Vice President and a director
of the Issuer, whose address is set forth in Item 1 above.
(d) During the past five years, Mr. Chervitz has not
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Chervitz has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was 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. Chervitz is a citizen of the United States of
America.
T. Wade Fallin
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(a) T. Wade Fallin.
(b) The business address of Mr. Fallin is 152 South 600
West, Logan, Utah 84321.
(c) Mr. Fallin is Secretary and Executive Vice President
of the Corporation, whose address is 152 South 600 West, Logan, Utah 84321. Mr.
Fallin is also Vice President of the Issuer, whose address is set forth in Item
1 above.
(d) During the past five years, Mr. Fallin has not
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Mr. Fallin has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was 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. Fallin is a citizen of the United States of
America.
Page 4 of 10 Pages
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E. Marlowe Goble
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(a) E. Marlowe Goble.
(b) The business address of Dr. Goble is P.O. Box 6698,
Jackson, Wyoming 83001.
(c) Dr. Goble is a surgeon with Webber Medical, Inc.,
whose address is P.O. Box 6698, Jackson, Wyoming 83001, and a director of the
Corporation. Dr. Goble is also a consultant to the Issuer, whose address is set
forth in Item 1 above.
(d) During the past five years, Dr. Goble has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Dr. Goble has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was 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) Dr. Goble is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
MedicineLodge, Inc.
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On February 4, 1997, the Corporation and the Issuer entered
into an Asset Purchase Agreement (the "Agreement"), pursuant to which the
Corporation agreed to sell to the Issuer, and the Issuer agreed to buy from the
Corporation, all of the Corporation's properties and assets (except for certain
assets expressly excluded from the Agreement) (the "Asset Purchase"). In
exchange for such properties and assets, the Issuer agreed to issue and deliver
1,885,000 shares of Common Stock to the Corporation and to assume certain
liabilities of the Corporation.
On June 27, 1997, the Asset Purchase was consummated, and the
Issuer issued and delivered 1,696,500 shares of Common Stock to the Corporation.
In addition, the Issuer issued 188,500 shares of Common Stock to the Corporation
and deposited such shares into escrow. Pursuant to the terms of the Agreement
and a related Escrow Agreement, dated June 27, 1997, between the Corporation,
the Issuer and Brown Brothers Harriman & Co. as escrow agent, such escrowed
shares shall be used to indemnify the Issuer in accordance with the terms of the
Agreement. The Corporation retains the powers to distribute these shares to its
shareholders and to vote these shares until they are released from escrow to the
Corporation one year from the consummation of the Asset Purchase. Accordingly,
the Corporation has beneficial ownership of 1,885,000 shares of Common Stock.
Richard B. Caspari
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Not applicable.
Page 5 of 10 Pages
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Alan Chervitz
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Not applicable.
T. Wade Fallin
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Not applicable.
E. Marlowe Goble
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Not applicable.
Item 4. Purpose of Transaction.
The purpose of the acquisition of Common Stock reported in
this Schedule 13D is summarized in Item 3 above.
The Corporation currently plans to dissolve within the next
several months. As part of the winding up of its corporate affairs, the
Corporation anticipates the distribution of the shares of Common Stock held by
it to its twelve (12) shareholders pro rata, based on each shareholder's equity
interest in the Corporation.
Other than described above, there are no plans or proposals
which the Corporation or Messrs. Caspari, Chervitz, Fallin or Goble may have
which relate to or would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities
of the Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or proposals
that 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 Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
Page 6 of 10 Pages
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(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(h) causing a class of securities of the Issuer 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 Issuer 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.
Item 5. Interest in Securities of the Issuer.
MedicineLodge, Inc.
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(a) The aggregate number and percentage of shares of
Common Stock beneficially owned by the Corporation are 1,885,000 and
approximately 20.6% of the issued and outstanding shares of Common Stock on June
27, 1997.
(b) The reporting person possesses the sole power to vote
and dispose of all of the shares of Common Stock described in Item 5(a) above.
(c) On June 27, 1997, the Asset Purchase was consummated,
and the Issuer issued and delivered 1,696,500 shares of Common Stock to the
Corporation. In addition, the Issuer issued 188,500 shares of Common Stock to
the Corporation and deposited such shares into escrow. Pursuant to the terms of
the Agreement and a related Escrow Agreement, dated June 27, 1997, between the
Corporation, the Issuer and Brown Brothers Harriman & Co. as escrow agent, such
escrowed shares shall be used to indemnify the Issuer in accordance with the
terms of the Agreement. The Corporation retains the powers to distribute these
shares to its shareholders and to vote these shares until they are released from
escrow to the Corporation one year from the consummation of the Asset Purchase.
Accordingly, the Corporation has beneficial ownership of 1,885,000 shares of
Common Stock.
(d) Not applicable.
(e) Not applicable.
Richard B. Caspari
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(a) The aggregate number and percentage of shares of
Common Stock beneficially owned by Dr. Caspari are 50,000, as described in Item
5(c) below, and less than 1% of the issued and outstanding shares of Common
Stock on June 27, 1997.
Page 7 of 10 Pages
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(b) Dr. Caspari currently does not possess the power
to vote or dispose of any shares of Common Stock described in Item 5(a) above.
Dr. Caspari will possess the sole power to vote and dispose all shares of Common
Stock described in Item 5(a) above upon the exercise of stock options.
(c) On June 27, 1997, Dr. Caspari and the Issuer entered
into a Consulting Agreement that provides for Dr. Caspari's retention as a
consultant to the Issuer. Pursuant to this Consulting Agreement, the Issuer
granted Dr. Caspari an option to acquire 40,000 shares of Common Stock under the
Issuer's 1996 Omnibus Stock Plan.
In addition, on June 27, 1997, the Issuer granted
Dr. Caspari an option to acquire 10,000 shares of Common Stock under the
Issuer's 1996 Non-Employee Director Stock Option Plan.
(d) Not applicable.
(e) Not applicable.
Alan Chervitz
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(a) The aggregate number and percentage of shares of
Common Stock beneficially owned by Mr. Chervitz are 35,000, as described in Item
5(c) below, and less than 1% of the issued and outstanding shares of Common
Stock on June 27, 1997.
(b) Mr. Chervitz currently does not possess the power
to vote or dispose of any shares of Common Stock described in Item 5(a) above.
Mr. Chervitz will possess the sole power to vote and dispose all shares of
Common Stock described in Item 5(a) above upon the exercise of stock options.
(c) On June 27, 1997, Mr. Chervitz and the Issuer entered
into an Employment Agreement that provided for Mr. Chervitz's employment as
Executive Vice President of the Issuer. Pursuant to this Employment Agreement,
the Issuer granted Mr. Chervitz stock options to purchase 35,000 shares of
Common Stock under the Issuer's 1996 Omnibus Stock Plan.
(d) Not applicable.
(e) Not applicable.
T. Wade Fallin
--------------
(a) The aggregate number and percentage of shares of
Common Stock beneficially owned by Mr. Fallin are 25,000, as described in Item
5(c) below, and less than 1% of the issued and outstanding shares of Common
Stock on June 27, 1997.
Page 8 of 10 Pages
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(b) Mr. Fallin currently does not possess the power
to vote or dispose of any shares of Common Stock described in Item 5(a) above.
Mr. Fallin will possess the sole power to vote and dispose all shares of Common
Stock described in Item 5(a) above upon the exercise of stock options.
(c) On June 27, 1997, Mr. Fallin and the Issuer
entered into an Employment Agreement that provided for Mr. Fallin's employment
as Vice President of the Issuer. Pursuant to this Employment Agreement, the
Issuer granted Mr. Fallin stock options to purchase 25,000 shares of Common
Stock under the Issuer's 1996 Omnibus Stock Plan.
(d) Not applicable.
(e) Not applicable.
E. Marlowe Goble
----------------
(a) The aggregate number and percentage of shares of
Common Stock beneficially owned by Dr. Goble are 40,000, as described in Item
5(c) below, and less than 1% of the issued and outstanding shares of Common
Stock on June 27, 1997.
(b) Dr. Goble currently does not possess the power to
vote or dispose of any shares of Common Stock described in Item 5(a) above. Dr.
Goble will possess the sole power to vote and dispose all shares of Common Stock
described in Item 5(a) above upon the exercise of stock options.
(c) On June 27, 1997, Dr. Goble and the Issuer entered
into a Consulting Agreement that provided for Dr. Goble's retention as a
consultant to the Issuer. Pursuant to this Consulting Agreement, the Issuer
granted Dr. Goble an option to acquire 40,000 shares of Common Stock under the
Issuer's 1996 Omnibus Stock Plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Corporation currently plans to dissolve within the next
several months. As part of the winding up of its corporate affairs, the
Corporation anticipates the distribution of the shares of Common Stock held by
it to its twelve (12) shareholders pro rata, based on each shareholder's equity
interest in the Corporation.
Page 9 of 10 Pages
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Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 10 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
MEDICINELODGE, INC.
Date: July 3, 1997 /s/ Alan Chervitz
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Alan Chervitz
President and Chief Executive Officer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
