UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
VITALCOM INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
927917104
(CUSIP Number)
John E. Runnells
The Vertical Group, L.P.
18 Bank Street
Summit, N.J. 07901
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1996
(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 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).
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SCHEDULE 13D
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CUSIP NO. 927917104 Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vertical Fund Associates, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 473,482
BENEFICIALLY --------------------------------------------------
8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 473,482
--------------------------------------------------
PERSON WITH
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,482
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*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
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 927917104 Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vertical Life Sciences, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 171,600
BENEFICIALLY --------------------------------------------------
8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 171,600
--------------------------------------------------
PERSON WITH
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*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
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<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13-D ("Statement") is filed with respect to
the Common Stock, par value $0.001 per share, of VitalCom Inc. (the "Issuer"),
whose principal executive offices are located at 15222 Del Amo Avenue, Tustin,
California 92780. Such class of securities is hereinafter referred to as "VCOM
Common Stock."
Item 2. Identity and Background.
This Statement is filed jointly by The Vertical Fund Associates, L.P.
("Associates") and Vertical Life Sciences, L.P. ("Life Sciences") (collectively,
the "Partnerships"). Each of the Partnerships is a Delaware limited partnership
whose business address is 18 Bank Street, Summit, New Jersey 07901. The sole
general partner of each of the Partnerships is The Vertical Group, L.P.
("Group"), a Delaware limited partnership whose business address is 18 Bank
Street, Summit, New Jersey 07901. The general partners of Group are Stephen D.
Baksa, Richard B. Emmitt, Jack W. Lasersohn and John E. Runnells (collectively,
the "Individuals"), each of whom is a United States citizen and has a business
address of 18 Bank Street, Summit, New Jersey 07901. Each of the Partnerships,
Group and the Individuals is engaged principally in the business of securities
investment. During the past five years, neither of the Partnerships nor Group
nor any of the Individuals has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of September 23, 1996, Associates owned 473,482 shares of VCOM Common
Stock, which it acquired at an aggregate cost of $2,422,645.50, Life Sciences
owned 171,600 shares of VCOM Common Stock, which it acquired at an aggregate
cost of $743,479.50. All of the 645,082 shares of VCOM Common Stock collectively
owned by the Partnerships are hereinafter referred to as the "Shares". The
source of funds used by each Partnership to acquire the Shares owned by it was
such Partnership's internal cash funds.
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<PAGE>
Item 4. Purpose of Transaction.
The Partnerships have acquired the Shares for investment and, depending
on prevailing market prices and other factors, may purchase additional shares of
VCOM Common Stock or sell some or all of the Shares from time to time. Except as
set forth above, the Partnerships have no current plans or proposals that 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 of 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 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 Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(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 Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Of the total Shares beneficially owned by the Partnerships,
473,483 shares (approximately 6.0% of the total
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<PAGE>
outstanding) are directly and beneficially owned by Associates, and
171,600 shares (approximately 2.2% of the total outstanding) are directly and
beneficially owned by Life Sciences. Subject to the next succeeding paragraph,
each of the Partnerships has the sole power to vote or direct the vote and to
dispose or direct the disposition of the Shares directly and beneficially owned
by such Partnership.
In addition, Group may be deemed to be the beneficial owner of all
645,082 Shares (approximately 8.2% of the total outstanding) collectively owned
by the two Partnerships because, as the sole general partner of both
Partnerships, Group has the sole power to vote or direct the vote and to dispose
or direct the disposition of such Shares, and each of the Individuals may be
deemed to be the beneficial owner of all 645,082 Shares (approximately 8.2% of
the total outstanding) collectively owned by the two Partnerships because as a
general partner of Group (which is the sole general partner of both
Partnerships), each such Individual shares the power (which may be exercised by
any one of such Individuals acting alone) to vote or direct the vote and to
dispose or direct the disposition of such Shares.
(c) The chart below lists all transactions in VCOM Common Stock during
to past 60 days by any of the persons identified in response to paragraph (a) of
this Item 5, all of which transactions were effected in the open market:
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ------------- ------------------ --------- ---------
Associates August 27, 1996 20,000 $7.12
Associates September 17, 1996 171,600 $3.96
Life Sciences August 27, 1996 20,000 $7.12
Life Sciences September 17, 1996 151,600 $3.97
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in the second paragraph of Item 5 (a) and (b) of
this Statement and in this Item 6, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between or among any of the
persons named in Item 2 of this Statement, or between or among any of such
persons and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any 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.
-6-
<PAGE>
Since Group is the sole general partner of each Partnership, it is
likely that the Partnerships, although not obligated to do so, will in general
adopt similar strategies with respect to their investments in the Issuer
(including with respect to the acquisition, disposition and voting of VCOM
Common Stock). In addition, Group, as general partner of each of the
Partnerships, may from time to time combine orders to purchase or sell VCOM
Common Stock on behalf of the Partnerships into a single purchase or sale order
and thereafter allocate such purchase or sale between the Partnerships on an
average price basis.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement dated September 23, 1996.
Signature.
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
September 23, 1996 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
-------------------------------
General Partner
By:/s/ John E. Runnells
-------------------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
-------------------------------
General Partner
By:/s/ John E. Runnells
-------------------------------
John E. Runnells
General Partner
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
VitalCom Inc. or any subsequent acquisitions or dispositions of equity
securities of VitalCom Inc. by any of the undersigned.
Date: September 23, 1996 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
-------------------------------
General Partner
By:/s/ John E. Runnells
-------------------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
-------------------------------
General Partner
By:/s/ John E. Runnells
-------------------------------
John E. Runnells
General Partner
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