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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(Amendment No. )*
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. James P. Reilly Eric W. Nodiff, Esq.
1135 Broad Street - Suite 203 747 Third Avenue
Clifton, NJ 07013 (973) 470-8700 New York, NY 10017 (212) 759-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
1 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 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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CUSIP NO. 858578-10-7 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James P. Reilly
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
237,334
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 237,334
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,334
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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)
5.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10 per share
(the "Common Stock") of Cantel Industries, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 1135
Broad Street, Suite 203, Clifton, New Jersey 07013.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this report is Mr. James P. Reilly ("Mr.
Reilly").
(b) Mr. Reilly's business address is c/o Cantel Industries, Inc.,
1135 Broad Street, Suite 203, Clifton, New Jersey 07013.
(c) Mr. Reilly's principal occupation is President and Chief Executive
Officer of the Company.
(d) Mr. Reilly has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors)during the last five years.
(e) Mr. Reilly has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
individual 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 violations with respect to such laws, in
each case during the last five years.
(f) Mr. Reilly is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds were used to acquire 26,333 of the shares that are the
subject of this statement. The balance of the shares (211,001 shares) are
issuable upon the exercise of stock options and have not yet been purchased.
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ITEM 4. PURPOSE OF THE TRANSACTION
Mr. Reilly has acquired the Common Stock for investment purposes. Mr. Reilly has
no present plans or proposals which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Items 7-11 and 13 of the cover pages of this Schedule 13D which relate
to beneficial ownership of the Company's securities by Mr. Reilly are hereby
incorporated by reference in response to this item. As of March 26, 1999, Mr.
Reilly beneficially owned within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, 237,334 shares of Common Stock of the Company (including
share equivalents), constituting approximately 5.2% of the Company's Common
Stock giving effect to the exercise in full of all the Options referred to
below. The percentage is based upon 4,382,268 shares of Common Stock of the
Company outstanding on March 26, 1999 and giving effect to the exercise in full
of all the Options.
(b) The 237,334 shares beneficially owned by Mr. Reilly, as to which he has
sole voting power and sole disposition power, include:
(1) 26,333 shares of Common Stock of the Company; and
(ii) Currently exercisable options to purchase 211,001 shares of the
Common Stock of the Company (the "Options").
Should Mr. Reilly exercise the Options in full, he would then have the
sole power to vote and the sole power to dispose of 237,334 shares of Common
Stock.
(c) On March 26, 1999, Mr. Reilly was granted a ten-year option by the
Company to purchase 100,000 shares of Common Stock at an exercise price of
$6.375 per share. The option is exercisable in six approximately equal annual
installments of 15,686 shares commencing on the date of grant (i.e., 15,686
shares are currently exercisable) followed by a single annual installment of
5,884 shares on the seventh anniversary of the date of grant. There were no
other transactions in the Common Stock of the Company effected during the past
60 days by Mr. Reilly.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Mr. Reilly is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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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: April 1, 1999
/s/ James P. Reilly
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James P. Reilly
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