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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)*
CANTEL INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
858578-10-7
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(CUSIP Number)
Mr. Charles M. Diker Eric W. Nodiff, Esq.
One New York Plaza Dornbush Mensch Mandelstam & Schaeffer, LLP
New York, NY 10004 (212) 908-9956 747 Third Avenue
New York, NY 10017 (212) 759-3300
(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
October 16, 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 .
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).
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SCHEDULE 13D
CUSIP NO. 858578-10-7 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Diker
###-##-####
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
Joint filings pursuant to Rule 13d-1(f) (1)
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
5
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CITIZENSHIP OR PLACE OR ORGANIZATION
6
United States
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7 SOLE VOTING POWER
NUMBER OF 816,334
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 190,298
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 816,334
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
322,673
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,139,007
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
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14 TYPE OF REPORTING PERSON*
IN
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*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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SCHEDULE 13D
CUSIP NO. 858578-10-7 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weiss, Peck & Greer
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
Joint filings pursuant to Rule 13d-1(f) (1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,000
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
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14 TYPE OF REPORTING PERSON*
PN, BP, IA
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*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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This Statement constitutes Amendment No. 16 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:
Amendment No. 15 dated April 29, 1996 to the Statement on Schedule 13D
inadvertently overstated Mr. Diker's beneficial ownership of the Corporation's
securities by 50,000 shares of Common Stock. Accordingly, Amendment No. 15
should be amended as follows:
As of April 29, 1996, Mr. Diker had sole voting power and sole
dispositive power over 723,833 shares of Common Stock and beneficially owned an
aggregate amount of 987,206 shares of Common Stock, representing 25.9% of the
3,769,351 shares of Common Stock of the Corporation outstanding as of April 29,
1996.
(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, 1,139,007 shares of Common
Stock of the Corporation (including share equivalents), constituting
approximately 27.0% of the Corporation's Common Stock giving effect to the
exercise in full of the Options referred to below. The percentage is based upon
4,166,322 shares of Common Stock of the Corporation outstanding as of October
31, 1997 and giving effect to the exercise in full of all the Options.
The 816,334 shares beneficially owned by Mr. Diker as to which he has
sole voting power and sole disposition power include:
(1) 758,833 shares of Common Stock of the Corporation; and
(11) Currently exercisable options to purchase 57,501 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 816,334 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 190,298
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) 139,498
shares of Common Stock owned by the Children's Trusts (the "Trust Shares"), and
(iii) 45,800 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. 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 322,673 shares of Common Stock of the Corporation, comprised
of (i) the 5,000 DicoGroup Shares referred to above, (ii) the 139,498 Trust
Shares referred to above, (iii) the 45,800 Not For Profit Shares referred to
above, and (iv) 132,375 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
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Rule 13d-3 of the 132,375 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
161,042 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 be deemed to be the beneficial owner of the 161,042 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 25,000 shares
of Common Stock owned by it, which power is exercisable by the Weiss, Peck &
Greer partners.
On October 16, 1997 and pursuant to a stock option agreement of even
date, Mr. Diker was granted an option to purchase 50,000 shares of Common Stock
at $7.00 per share. 16,667, an additional 16,667 and the remaining 16,666 of
the underlying securities are exercisable on October 16, 1997, 1998 and 1999,
respectively, and expire on October 15, 2007. A copy of the stock option
agreement is attached hereto as Exhibit 1.
On September 10 and October 15, 1997, Weiss, Peck & Greer purchased
3,000 and 5,000 shares of Common Stock at $6.45 and $7.125 per share,
respectively, for certain accounts held in Weiss, Peck & Greer (as more fully
described above) in open market transactions. Pursuant to Rule 23d-4, Mr. Diker
expressly disclaims beneficial ownership of such shares.
There were no other transactions by the reporting person effected
during the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the stock option agreement dated October 16, 1997 is
attached hereto as Exhibit 1.
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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: November 5, 1997.
/s/ Charles M. Diker
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Charles M. Diker
WEISS, PECK & GREER
By:/s/ Charles M. Diker
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Charles M. Diker
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Exhibit 1
STOCK OPTION AGREEMENT made as of the 16th day of October 1997, by and
between CANTEL INDUSTRIES, INC., a Delaware corporation with principal offices
located at 1135 Broad Street, Clifton, New Jersey, 07013 (the "Company"), and
CHARLES M. DIKER, One New York Plaza, New York, New York 10004 (the "Optionee").
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The Optionee is presently a director and employee of the Company and
is hereby granted an option to purchase shares of the Company's Common Stock,
par value $.10 per share ("Common Stock"), on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the Company
hereby grants the Optionee the option to acquire shares of the Common Stock of
the Company upon the following terms and conditions:
1. GRANT OF OPTION.
(a) The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to 50,000 shares of Common Stock (the
"Shares"), to be issued upon the exercise hereof, fully paid and non-assessable,
during the following periods:
(i) 16,667 Shares may be purchased commencing October 16, 1997; (ii)
an additional 16,667 Shares may be purchased commencing
October 16, 1998; (iii) and an additional 16,666 Shares may be
purchased commencing October 16, 1999.
(b) The Option granted hereby shall expire and terminate at 5:00
p.m. local time in New York, New York on October
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15, 2007 (the "Expiration Date") at which time the Optionee shall have no
further right to purchase any Shares not then purchased.
2. EXERCISE PRICE. The exercise price of the Option shall be $7.00
per Share, and shall be payable in cash or by certified check; provided,
however, that in lieu of payment in full in cash or by such check, the exercise
price (or balance thereof) may be paid in full or in part by the delivery and
transfer to the Company of Common Stock already owned by the Optionee and having
a fair market value (as determined by the Board of Directors in its absolute
discretion) equal to the cash exercise price (or balance thereof) for the number
of Shares as to which the Option is being exercised. The Company shall pay all
original issue or transfer taxes on the exercise of the Option.
3. EXERCISE OF OPTION. The Optionee shall notify the Company by
registered or certified mail, return receipt requested, addressed to its
principal office, as to the number of Shares which he desires to purchase under
the Option, which notice shall be accompanied by payment of the Option exercise
price therefor as specified in Paragraph 2 above. As soon as practicable after
the receipt of such notice, the Company shall, at its principal office or
another mutually convenient location, tender to the Optionee certificates issued
in the Optionee's name evidencing the Shares purchased by the Optionee
hereunder.
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4. CONDITIONS OF EXERCISE. The Optionee (or his legal representative
following the death of the Optionee) shall have the right to exercise the Option
only while the Optionee is a director or employee of the Company; provided,
however, the Option may be exercised at any time within three (3) months after
the date the Optionee ceases to be a director or employee, but only to the
extent that it was exercisable upon such date of termination and in no event
after the Expiration Date.
5. NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant,
sell, exchange, transfer legal title, pledge, assign or otherwise encumber or
dispose of the Option herein granted or any interest therein, otherwise than by
will or the laws of descent and distribution and, except as provided in
Paragraph 4 hereof, the Option shall be exercisable only by the Optionee.
6. THE SHARES AS INVESTMENT. By accepting the Option, the Optionee
agrees for himself, his heirs and legatees that any and all Shares purchased
upon the exercise thereof shall be acquired for investment and not for
distribution, and upon the issuance of any or all of the Shares subject to the
Option, the Optionee, or his heirs or legatees receiving such Shares, shall
deliver to the Company a representation in writing that such Shares are being
acquired in good faith for investment and not for distribution. The Company may
place a "stop transfer" order with respect to such Shares with its transfer
agent and may place an appropriate restrictive legend on the certificate(s)
evidencing such Shares.
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7. RESTRICTION OF ISSUANCE OF SHARES. The Optionee shall, if so
requested by the Company, represent and agree, in writing and in such form as
the Company shall determine, that any securities purchased by the Optionee upon
the exercise of this Option are being purchased for investment and not with a
view to the distribution thereof, and shall make such other or additional
representations and agreements and furnish such information as the Company may
in its reasonable discretion deem necessary or desirable to assure compliance by
the Company, on terms acceptable to the Company, with provisions of the
Securities Act of 1933 and any other applicable legal requirements. If at any
time the Company shall reasonably determine that the listing, registration or
qualification of the Shares subject to this Option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, are necessary or desirable in connection with the
issuance or purchase of the Shares subject thereto, this Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company. The Optionee shall have no rights against the
Company if this Option is not exercisable by virtue of the foregoing provision.
The certificate representing any securities issued pursuant to the exercise of
this Option may, at the discretion of the Company, bear a legend in
substantially the following form:
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"The securities represented by this
certificate have not been registered under the
Securities Act of 1933. The securities have been
acquired for investment and may not be pledged or
hypothecated and may not be sold or transferred
in the absence of an effective Registration
Statement for the securities under the Securities
Act of 1933 or an opinion of counsel to the
Company that registration is not required under
said Act. In the event that a Registration
Statement becomes effective covering the
securities or counsel to the Company delivers a
written opinion that registration is not required
under said Act, this certificate may be exchanged
for a certificate free from this legend."
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) In the event of changes in the outstanding Shares by reason
of stock dividends, split-ups, recapitalizations, mergers, consolidations,
combination, exchanges of shares, separations, reorganizations, liquidations and
the like, the number and class of Shares or the amount of cash or other assets
or securities available upon the exercise of the Option and the exercise price
thereof shall be correspondingly adjusted by the Company, to the end that the
Optionee's proportionate interest in the Company, any successor thereto or in
the cash, assets or other securities into which shares are converted or
exchanged shall be maintained to the same extent, as near as may be practicable,
as immediately before the occurrence of any such event.
(b) Any adjustment in the number of Shares shall apply
proportionately to only the then unexercised portion of the Option. If
fractional Shares would result from any such adjustment, the adjustment shall be
revised to the next higher whole number.
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(c) In case the Company is merged or consolidated with another
corporation, or the property or shares of the Company are acquired by another
corporation, or the Optionee is discharged other than for cause, the exercise
schedule set forth in paragraph 1 above shall be waived and all options for the
entire 50,000 shares of the Company's Common Stock shall be immediately
exercisable by the Optionee pursuant to paragraph 3 above.
For purposes of this paragraph (c), merger or consolidation with
another corporation or acquisition by another corporation shall be defined as
the acquisition by another corporation of more than forty percent (40%) of any
of the then outstanding stock, voting power, or assets of the Company.
9. NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a
shareholder in respect of the Shares as to which the Option shall not have been
exercised and payment made as herein provided.
10. BINDING EFFECT. Except as herein otherwise expressly provided,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their legal representatives and assigns.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey applicable to agreements
made and to be performed wholly within the State of New Jersey.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
CANTEL INDUSTRIES,INC.
By: /s/ James P. Reilly
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James P. Reilly, President
/s/ Charles M. Diker
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Charles M. Diker
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