<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)*
CANTEL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
858578-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Charles M. Diker Eric W. Nodiff, Esq.
One New York Plaza 747 Third Avenue
New York, NY 10004 (212) 908-9956 New York, NY 10017 (212) 759-3300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 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 / /. (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 shares).
(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 on 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. 858578-10-7 Page 2 of 7 Pages
- ---------------------------- ---------------------------------
- ---------------------------- ---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Diker
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
Joint filings pursuant to Rule 13d-1(f) (1)
- --------------------------------------------------------------------------------
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 OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 773,833
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 147,498
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 773,833
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
263,373
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,206
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
- --------------------------------------------------------------------------------
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
<PAGE>
SCHEDULE 13D
- ---------------------------- ---------------------------------
- ---------------------------- ---------------------------------
CUSIP NO. 858578-10-7 Page 3 of Pages
- ---------------------------- ---------------------------------
- ---------------------------- ---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weiss, Peck & Greer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
Joint filing pursuant to Rule 13d-1(f)(1)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 18,750
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,750
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN, BP, IA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
*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
<PAGE>
This Statement constitutes Amendment No. 15 to the Statement on Schedule
13D filed with the Securities and Exchange Commission by Charles M. Diker and
Weiss, Peck & Greer. The Schedule 13D, as amended, is referred to herein as the
"Schedule 13D." This Statement is being filed as a result of a material
increase in the percentage ownership of securities of Cantel Industries, Inc.
held by said reporting persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
(a)-(b) Items 7-11 and 13 of the cover pages of this Schedule 13D
which relate to beneficial ownership of the Corporation's securities by Mr.
Diker are hereby incorporated by reference in response to this item. As of the
date of this filing Mr. Diker beneficially owned within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934, 1,037,206 shares of Common Stock of
the Corporation (including share equivalents), constituting approximately 27.2%
of the Corporation's Common Stock giving effect to the exercise in full of all
the Warrants and Options referred to below. The percentage is based upon
3,769,351 shares of Common Stock of the Corporation outstanding on the date
hereof and giving effect to the exercise in full of all the Options.
The 773,833 shares beneficially owned by Mr. Diker as to which he has
sole voting power and sole disposition power include:
(1) 768,333 shares of Common Stock of the Corporation; and
(11) Currently exercisable options to purchase 5,500 shares
of the Common Stock of the Corporation (the "Options").
Should Mr. Diker exercise the Options in full, he would then
have the sole power to vote and the sole power to dispose of 773,833 shares of
Common Stock.
Mr. Diker has shared power to vote (or to direct the vote) and
shared power to dispose of (or to direct the disposition of) an aggregate of
147,498 shares of Common Stock of the Corporation, comprised of (i) 5,000 shares
of Common Stock owned by the DicoGroup, Inc. (the "DicoGroup Shares"), (ii)
115,498 shares of Common Stock (including share equivalents) owned by the
Children's Trusts (the "Trust Shares") including 80,500 shares of Common Stock
and Warrants to purchase 34,998 shares of Common Stock, and (iii) 27,000 shares
of Common Stock owned by a non-profit corporation (the "Not For Profit Shares")
of which Mr. Diker and his wife are the principal officers and directors. The
Warrants are currently exercisable in full at a price of $1.50 a share. Mr.
Diker may be deemed to be the beneficial owner, under Rule 13d-3 of the
DicoGroup Shares, the Trust Shares and the Not For Profit Shares. Pursuant to
Rule 13d-4, Mr. Diker expressly disclaims that he is the beneficial owner of
such shares.
Mr. Diker has shared power to dispose of (or direct the
disposition of) an aggregate of 263,373 shares of Common Stock of the
Corporation, comprised of (i) the 5,000 DicoGroup Shares referred to above, (ii)
the 115,498 Trust Shares referred to above, (iii) the 27,000 Not For Profit
Shares referred to above, and (iv) 115,875 shares of Common Stock of the
Corporation owned by Mr. Diker's wife. Mr. Diker's wife has sole power to vote
(or to direct the vote of) such shares. Mr. Diker may be deemed to be the
beneficial owner under Rule 13d-3 of the 115,875 shares of Common Stock owned by
Mrs. Diker. Pursuant to Rule 13d-4, Mr. Diker expressly disclaims that he is
the beneficial owner of such shares.
Mr. Diker may be deemed to have investment discretion with
respect to 59,125 shares of Common Stock held in certain accounts with Weiss,
Peck & Greer. Mr. Diker is a limited partner of WP&G but he has no beneficial
ownership with respect to these accounts. However, by reason of his investment
power, Mr. Diker may
<PAGE>
be deemed to be the beneficial owner of the 59,125 shares of Common Stock held
in these accounts. Pursuant to Rule 23d-4, Mr. Diker expressly disclaims that
he is the beneficial owner of such shares.
Weiss, Peck & Greer has the sole power to vote (or to direct the
vote) and sole power to dispose of (or to direct the disposition of) the 18,750
shares of Common Stock owned by it, which power is exercisable by the Weiss,
Peck & Greer partners.
On March 8, 1996, 2,500 Trust Shares were transferred to a trust
beneficiary (the adult son of Mr. Diker) in accordance with the terms of the
trust.
On March 25, 1996, a not-for-profit corporation of which Mr.
Diker and his wife are principal officers and directors, acquired 5,000 shares
of Common Stock for $7.00 per share. On March 29, 1996, said corporation
acquired an additional 2,000 shares of Common Stock for $7.00 per share. Mr.
Diker expressly disclaims beneficial ownership of such shares.
On March 29, 1996, Mr. Diker purchased 3,000 shares of Common
Stock in an open market transaction. The purchase price for the shares was
$21,000 ($7.00 per share).
On March 29, 1996, Mrs. Diker purchased 5,000 shares of Common
Stock in an open market transaction. The purchase price for the shares was
$35,000 ($7.00 per share).
All of the transactions effected in March 1996 were previously
reported on Amendment 14 to the Schedule 13D.
On April 29, 1996 Mr. Diker exercised an option held by him to
purchase 50,000 shares of Common Stock. The purchase price for the shares was
$150,000 ($3.00 per share).
There were no other transactions by the reporting person
effected during the past 60 days.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: May 6, 1996.
/s/ Charles M. Diker
-----------------------------
Charles M. Diker
WEISS, PECK & GREER
By:/s/ Charles M. Diker
-----------------------------
Charles M. Diker
