UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 12, 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 |_|. (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).
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
CUSIP No. 927917104 Page 2 of 10 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
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 518,582
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | |
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 518,512
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| |
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 518,512
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 6.5%
|
- --------------------------------------------------------------------------------
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.
-2-
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
CUSIP No. 927917104 Page 3 of 10 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
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 205,200
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | |
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 205,200
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| |
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 205,200
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 2.6%
|
- --------------------------------------------------------------------------------
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.
-3-
<PAGE>
SCHEDULE 13D
- ------------------------- --------------------------
CUSIP No. 927917104 Page 4 of 10 Pages
- ------------------------- --------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Stephen D. Baksa
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
- --------------------------------------------------------------------------------
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 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 19,500
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 723,782
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 19,500
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 723,782
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 743,282
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 9.3%
|
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
|
- --------------------------------------------------------------------------------
*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.
-4-
<PAGE>
The Statement on Schedule 13D with respect to the Common Stock of VitalCom
Inc. previously filed by The Vertical Fund Associates, L.P. and Vertical Life
Sciences, L.P. is hereby amended by this Amendment No.1 to read in entirety as
follows:
Item 1. Security and Issuer.
This Statement on Schedule 13D ("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")and Stephen D. Baksa ("Baksa") (the Partnerships and Baksa
are hereinafter referred to collectively as the "Reporting Persons"). 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 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 August 15, 1997, Associates owned 518,582 shares of VCOM Common
Stock, which it acquired at an aggregate cost of $2,625,889; Life Sciences owned
205,200 shares of VCOM Common Stock, which it acquired at an aggregate cost of
$895,504.25; and Baksa owned 19,500 shares of VCOM Common Stock, which he
acquired at aggregate cost of $93,406.25 All of the 743,282 shares of
-5-
<PAGE>
VCOM Common Stock collectively owned by the Reporting Persons 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. The
source of funds by Baksa to acquire the shares owned by him was his personal
funds.
Item 4. Purpose of Transaction.
The Reporting Persons 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 Reporting Persons 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
-6-
<PAGE>
(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 Reporting
Persons, 518,582 shares (approximately 6.5% of the total outstanding) are
directly and beneficially owned by Associates; 205,200 shares (approximately
2.6% of the total outstanding) are directly and beneficially owned by Life
Sciences; and 19,500 shares (approximately 0.2% of the total outstanding) are
directly and beneficially owned by Baksa. Subject to the next succeeding
paragraph, each of the Reporting Persons 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 Reporting Person.
In addition, Group may be deemed to be the beneficial owner of all 723,782
Shares (approximately 9.1% 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 (including Baksa) may be
deemed to be the beneficial owner of all 723,782 Shares (approximately 9.1% 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 purchases effected in the open
market:
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ------------- -------------- --------- ---------
Associates August 4, 1997 9,000 $4.43
Associates August 6, 1997 3,000 $4.56
Associates August 7, 1997 2,500 $4.56
Associates August 8, 1997 6,000 $4.56
Associates August 12,1997 15,000 $4.43
Life Sciences August 4, 1997 6,000 $4.43
Life Sciences August 6, 1997 3,000 $4.56
Life Sciences August 7, 1997 2,500 $4.56
Life Sciences August 8, 1997 6,000 $4.56
Life Sciences August 12, 1997 7,000 $4.43
-7-
<PAGE>
(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.
Since Group is the sole general partner of each Partnership and Baksa is a
general partner of the Group, it is likely that the Reporting Purposes, 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 August 14, 1997.
-8-
<PAGE>
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.
August 14, 1997 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
/s/ Stephen D. Baksa
--------------------------------------
Stephen D. Baksa
-9-
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: August 14, 1997
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
/s/ Stephen D. Baksa
--------------------------------------
Stephen D.Baksa
-10-
