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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. 18)*
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 747 Third Avenue
New York, NY 10004 (212) 908-9956 New York, NY 10017 (212) 759-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 4, 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(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
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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
5 ITEMS 2(d) or 2(e) |_|
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CITIZENSHIP OR PLACE OR ORGANIZATION
6
United States
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7 SOLE VOTING POWER
NUMBER OF 929,634
SHARES -----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 233,998
EACH -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 929,634
WITH -----------------------------------------
10 SHARED DISPOSITIVE POWER
581,790
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,424
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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)
33.4%
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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
SCHEDULE 13D
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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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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC, 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) |_|
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CITIZENSHIP OR PLACE OR ORGANIZATION
6
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,750
EACH -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------
10 SHARED DISPOSITIVE POWER
18,750
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,750
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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)
0.4%
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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. 18 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. (the "Corporation") held by Mr. Diker.
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
August 25, 1999, Mr. Diker may be deemed to have beneficially owned, within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, 1,511,424
shares of Common Stock of the Corporation (including share equivalents),
constituting approximately 33.4% of the Corporation's Common Stock giving effect
to the exercise in full of all the Options referred to below. The percentage is
based upon 4,415,545 shares of Common Stock of the Corporation outstanding on
August 25, 1999 and giving effect to the exercise in full of all the Options.
The 929,634 shares beneficially owned by Mr. Diker as to which he
has sole voting power and sole disposition power include:
(1) 820,133 shares of Common Stock of the Corporation; and
(ii) Currently exercisable options to purchase 109,501 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 929,634 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
233,998 shares of Common Stock of the Corporation, comprised of (i) 6,000 shares
of Common Stock owned by the DicoGroup, Inc. (the "DicoGroup Shares"), (ii)
154,498 shares of Common Stock owned by the Children's Trusts (the "Trust
Shares"), and (iii) 73,500 shares of Common Stock owned by a non-profit
corporation (the "Foundation") of which Mr. Diker and his wife are the principal
officers and directors (the "Not For Profit Shares"). 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 581,790 shares of Common Stock of the
Corporation, comprised of (i) the 6,000 DicoGroup Shares referred to above, (ii)
the 154,498 Trust Shares referred to above, (iii) the 73,500 Not For Profit
Shares referred to above, (iv) 149,875 shares of Common Stock of the Corporation
owned by Mr. Diker's wife, and (v) 197,917 shares of Common Stock of the
Corporation held in certain
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discretionary accounts with Weiss, Peck & Greer (the "WP&G Account Shares"). Mr.
Diker's wife has sole power to vote (or to direct the vote of) her shares.
However, Mr. Diker may be deemed to be the beneficial owner under Rule 13d-3 of
the 149,875 shares of Common Stock owned by Mrs. Diker. Mr. Diker may be deemed
to have investment discretion with respect to the WP&G Account Shares. Mr. Diker
is a limited partner of Weiss, Peck & Greer but he has no beneficial ownership
with respect to these accounts and he does not have the power to vote (or to
direct the vote of) the WP&G Account Shares. However, by reason of his
investment power, Mr. Diker may be deemed to be the beneficial owner of the
197,917 WP&G Account Shares. Pursuant to Rule 13d-4, Mr. Diker expressly
disclaims that he is the beneficial owner of (i) the shares owned by Mrs. Diker
and (ii) the WP&G 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.
The following sets forth certain information concerning transactions in
the Common Stock by the filing persons (either directly or indirectly through
individuals, corporations and other entities through which the filing person
possesses the power to vote or dispose of shares of Common Stock) during the 60
days prior to the date of this statement. Each transaction is a purchase in the
open market:
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<TABLE>
<CAPTION>
Date of No. of Price per
Name of Person Effecting Transaction Transaction Shares Share
- ------------------------------------ ----------- ------ -----
<S> <C> <C> <C>
Charles M. Diker 8/4/99 1,500 $5.125
Charles M. Diker 8/11/99 2,000 $5.125
Charles M. Diker 8/12/99 6,000 $5.00
Charles M. Diker 8/19/99 1,500 $5.0357
Charles M. Diker 8/20/99 1,000 $5.00
Charles M. Diker 8/25/99 500 $5.625
Mrs. Diker (wife) 8/11/99 1,000 $5.125
Mrs. Diker (wife) 8/12/99 4,000 $5.00
Mrs. Diker (wife) 8/19/99 1,000 $5.0357
Foundation* 8/11/99 1,000 $5.125
Foundation* 8/12/99 3,000 $5.00
Foundation* 8/19/99 1,000 $5.0357
Trusts for Children of 8/12/99 3,000 $5.00
Mr. and Mrs. Diker
Discretionary Accounts** 8/11/99 2,000 $5.125
Discretionary Accounts** 8/12/99 14,000 $5.00
Discretionary Accounts** 8/24/99 500 $5.375
Discretionary Accounts** 8/25/99 500 $5.625
</TABLE>
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* A non-profit corporation of which Mr. Diker and his wife are the principal
officers and directors (described above).
** Discretionary accounts with Weiss, Peck & Greer (described above).
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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: September 2, 1999
/s/ CHARLES M. DIKER
-----------------------------------
Charles M. Diker
WEISS, PECK & GREER
By: /s/ CHARLES M. DIKER
-------------------------------
Charles M. Diker
7
