UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CORGENIX MEDICAL CORPORATION
(Name of Issuer)
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Common Stock, $0.001 par value per share
(Title of Class of Securities)
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218724102
(CUSIP Number)
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With copies to:
Dr. Luis R. Lopez Sara A. Moon, Esq.
12061 Tejon Street Davis, Graham & Stubbs LLP
Westminster, Colorado 80234 4410 Arapahoe Avenue, Suite 200
(303) 457-4345 Boulder Colorado 80303
(303) 544-5900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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August 28, 1998
(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.
*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 1 of 6 pages
<PAGE>
CUSIP No. 218724102 SCHEDULE 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Luis R. Lopez
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,460,310
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,307,310
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,460,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.99%, based upon 12,180,259 shares of Common Stock
outstanding as of the date hereof.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Corgenix Medical Corporation Page 3 of 6 Pages
SCHEDULE 13D October 7, 1998
ITEM 1. SECURITY AND ISSUER.
The equity securities to which this statement on Schedule 13D relates is
the common stock, par value $.001 per share ("Common Stock"), of Corgenix
Medical Corporation, a Nevada corporation (the "Company"). The principal
executive offices of the Company are located at 12061 Tejon Street, Westminster,
Colorado 80234.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Dr. Luis R. Lopez
(b) 12061 Tejon Street
Westminster, Colorado 80234
(c) Employment: Chief Executive Officer, Corgenix Medical Corporation
(d) - (e)
During the last five years, Dr. Lopez has neither been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which, as a result
of such proceeding, rendered him 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) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 1,460,310 shares of Common Stock beneficially owned by Dr. Lopez,
1,307,310 were acquired by Dr. Lopez on May 22, 1998 pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") dated as of May 12, 1998, by an
among Gray Wolf Technologies, Inc., Gray Wolf Acquisition Corp. and REAADS
Medical Products, Inc. ("REAADS"). Dr. Lopez acquired such shares in exchange
for his ownership interest in REAADS. The remaining 153,000 shares of Common
Stock beneficially owned by Dr. Lopez are held by Transition Partners Limited;
Dr. Lopez has the power to vote such shares, but disclaims beneficial ownership
of such shares.
<PAGE>
Corgenix Medical Corporation Page 3 of 6 Pages
SCHEDULE 13D October 7, 1998
ITEM 4. PURPOSE OF TRANSACTION.
Dr. Lopez acquired 1,307,310 shares of the Common Stock beneficially owned
by him in connection with the Merger Agreement. Dr. Lopez also acquired voting
control of the remaining 153,000 shares of Common Stock held by Transition
Partners Limited in connection with the transactions contemplated by the Merger
Agreement. Except as described below, Dr. Lopez has no plans or proposals that
would result in any of the events or outcomes listed in (a) through (j) of this
Item 4.
(a) In connection with the consummation of the transactions contemplated
by the Merger Agreement, Dr. Lopez has the right to receive up to an
additional 854,451 shares of Common Stock (the "Contingent Shares").
The Contingent Shares are issuable to Dr. Lopez and other former
holders of REAADS common stock upon the occurrence (or
non-occurrence) of certain events, as described below.
The Contingent Shares are issuable from time to time on each of the
following events: (i) the conversion of one or more shares of the
Company's authorized but unissued Series A 5% Convertible Preferred
Stock (the "Series A Preferred Stock") to Common Stock or the
exercise of one or more common stock purchase warrants issued in
connection with the Series A Preferred Stock ("Preferred Warrants")
(the foregoing being referred to as a "Preferred Issue Event"), in
which case the maximum number of Contingent Shares issuable to Dr.
Lopez is 427,225 shares, (ii) November 23, 1998, if as of such date
the Company has sold less than $1,000,000 of Series A Preferred
Stock (the "November 23, 1998 Issue Event"), in which case the
maximum number of Contingent Shares issuable to Dr. Lopez is
854,451 shares less (a) the number of shares of Common Stock
issuable upon conversion of all then outstanding Series A
Preferred Stock and exercise of all Preferred Warrants and less
(b) four times the dollar amount of Series A Preferred Stock
sold by the Company as of such date.
The Contingent Shares are issuable to the former shareholders of
REAADS without payment of additional consideration. The former
shareholders of REAADS may not assign, sell, transfer, pledge or
otherwise hypothecate or encumber their right to receive Contingent
Shares; they may, however, transfer their right to receive
Contingent Shares by will, gift and laws of descent and intestacy.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Dr. Lopez beneficially owns an aggregate of 1,460,310 shares of
Common Stock, representing approximately 11.99%, of the issued and
outstanding Common Stock. Such shares include 153,000 shares held by
Transition Partners Limited, as to which Dr.
Lopez has the power to vote.
<PAGE>
Corgenix Medical Corporation Page 4 of 6 Pages
SCHEDULE 13D October 7, 1998
(b) Of the 1,460,310 shares of Common Stock beneficially owned, Dr.
Lopez has sole voting and dispositive power over 1,307,320 shares
and has sole voting power and no dispositive power over an
additional 153,000 shares held by Transition Partners Limited,
a consultant to the Company.
(c) None
(d) Transition Partners Limited has the right to receive dividends and
the proceeds from the sale of 153,000 shares of Common Stock
beneficially owned by Dr. Lopez.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Voting Proxy dated May 28, 1998, Dr. Lopez has the right to
vote all shares of Common Stock held by Transition Partners Limited, whether
acquired pursuant to the Merger Agreement or acquired by Transition Partners
thereafter. Such Voting Proxy is irrevocable and is in effect until May 21, 2000
or until neither Transition Partners nor its affiliates hold any shares of
Common Stock.
In connection with the Merger Agreement, Dr. Lopez agreed not to transfer
the 1,307,310 shares of Common Stock held by him until May 22, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreement and Plan of Merger dated as of May 12, 1998 by
and among Gray Wolf Technologies, Inc., Gray Wolf Acquisition
Corp, and REAADS Medical Products, Inc. (filed as Exhibit 2.1
to the Company's Registration Statement on Form 10-SB filed
with the Securities and Exchange Commission on June 29, 1998
and incorporated by reference thereto)
Exhibit B -- First Amendment to Agreement and Plan of Merger dated as
of May 22, 1998 by and among Gray Wolf Technologies, Inc.,
Gray Wolf Acquisition Corp, and REAADS Medical Products, Inc.
(filed as Exhibit 2.2 to the Company's Registration Statement
on Form 10-SB filed with the Securities and Exchange
Commission on June 29, 1998 and incorporated by reference
thereto)
Exhibit C -- Third Amendment to Agreement and Plan of Merger dated as
of June 17, 1998 by and among Gray Wolf Technologies, Inc.,
Gray Wolf Acquisition Corp, and REAADS Medical Products, Inc.
(filed as Exhibit 2.3 to the Company's Registration Statement
on Form 10-SB filed with the Securities
<PAGE>
Corgenix Medical Corporation Page 5 of 6 Pages
SCHEDULE 13D October 7, 1998
and Exchange Commission on June 29, 1998 and incorporated by
reference thereto)
Exhibit D -- Voting Proxy dated May 29, 1998 executed by Transition
Partners Limited in favor of Luis R. Lopez
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.
Dated: October 6, 1998
/S/ LUIS R. LOPEZ
-----------------------------------
Luis R. Lopez
VOTING PROXY
Transition Partners, Limited ("TPL") hereby appoints Luis R. Lopez as its
true and lawful attorney to act in its name, place, and stead in respect of (a)
all of the undersigned's shares of the Common Stock of Reaads Medical Products,
Inc., a Delaware corporation ("Reaads"), (b) all of the shares of the Common
Stock of Gray Wolf Technologies, Inc., a Nevada corporation ("Gray Wolf"), which
TPL will receive in exchange for its shares of Reaads as a result of a merger
between Reaads and Gray Wolf Acquisition Corp., and (c) all shares of Reaads,
Gray Wolf, or any resulting corporation (collectively, hereafter the
"Corporation") that TPL may hereafter acquire (i) in connection with any stock
dividend, stock split, or share combination of the Corporation or any
recapitalization or merger of the Corporation or (ii) as a result of the
reincorporation of the Corporation under the laws of another state, including,
without limitation, the right to call pursuant to the provisions of the
Certificate of Incorporation, of the Corporation (the "Charter"), or Bylaws and
as permitted by law, a meeting of its shareholders and at any such meeting of
shareholders, annual, general or special, to vote for the transaction of any and
all business that may come before such meeting, or at any adjournment thereof,
including, without limitation, the right to vote for the sale of all or any part
of the assets of the Corporation, the liquidation and dissolution of the
Corporation, the merger or consolidation of the Corporation and any amendments
to the Charter or Bylaws of the Corporation; giving and granting to said
attorney full power and authority to exercise all voting rights with respect to
the shares subject to this Voting Proxy, as fully as it might or could do if
personally present with full power of substitution, appointment and revocation,
hereby ratifying and confirming all that said attorney shall do or cause to be
done by virtue hereof.
This Voting Proxy is coupled with an interest and shall not be revocable
or revoked by the undersigned, and shall be binding upon the undersigned, its
representatives, heirs, successors and assigns. This Proxy shall remain in
effect until May 21, 2000. Notwithstanding the foregoing, his Voting Proxy will
earlier terminate as to a share of stock subject hereto effective upon the sale,
assignment, pledge or other transfer of such share to any third party who is not
affiliated, directly or indirectly, with TPL.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this 28 day of May, 1998.
TRANSITION PARTNERS, LIMITED
By: /s/ Terrence Schreier
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Its: Manager
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