<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
LUTHER MEDICAL PRODUCTS, INC.
-----------------------------------
(NAME OF ISSUER)
COMMON STOCK
--------------------------------
(TITLE OF CLASS OF SECURITIES)
550553 3 09
-------------------------
(CUSIP NUMBER)
DAVID ROLLO
14332 CHAMBERS ROAD
TUSTIN, CALIFORNIA 92680
TELEPHONE: (714) 544-3002
---------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 13, 1995
-------------------------------------
(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 this statement. / /
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 information required in the remainder of this cover page shall not be deemed
to be "filed" for 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 18 Pages
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NAME OF REPORTING PERSONThe former "group"* consisting of Ronald B.
1 Luther, Barbara C. Luther, Ray R. Thurston, and
Amy Thurston (the "Reporting Group").
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF 7 SOLE VOTING POWER N/A
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON OO
[FN]
* Prior to its dissolution effective as of November 13, 1995, the Reporting
Group was a "group" as defined under Section 13(d)(3) and Rule 13d-5 of the
Act. The Reporting Group was formed on July 14, 1995, and dissolved
effective as of November 13, 1995.
Page 2 of 18 Pages
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1 NAME OF REPORTING PERSON Ronald B. Luther*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF 7 SOLE VOTING POWER 426,511**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 33,336
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 426,511**
PERSON WITH
10 SHARED DISPOSITIVE POWER 33,336
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 459,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.8%***
14 TYPE OF REPORTING PERSON IN
[FN]
* Prior to the group's dissolution, Ronald B. Luther was a member of a
"group" as defined under Section 13(d)(3) and Rule 13d-5 of the Act (the
"Reporting Group"), which was formed on July 14, 1995, and dissolved on
November 13, 1995.
** Includes 134,367 outstanding shares and 292,144 shares issuable upon the
exercise of warrants exercisable within 60 days and deemed outstanding
pursuant to Rule 13d-3(d) under the Act.
*** Percentage calculation based on the total number of shares held by the
Reporting Person (459,847) divided by 3,336,209 which is the sum of (i) the
number of shares of Issuer's common stock outstanding as of May 10, 1995
(3,014,208) plus (ii) the shares issuable upon exercise of options and
warrants beneficially owned by the Reporting Person (322,001).
Page 3 of 18 Pages
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1 NAME OF REPORTING PERSON Barbara C. Luther*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF 7 SOLE VOTING POWER 33,336**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 426,511
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 33,336**
PERSON WITH
10 SHARED DISPOSITIVE POWER 426,511
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 459,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.8%***
14 TYPE OF REPORTING PERSON IN
[FN]
* Barbara Luther is the spouse of Ronald Luther and, prior to the group's
dissolution, was a member of a "group" as defined under Section 13(d)(3)
and Rule 13d-5 of the Act (the "Reporting Group"), which was formed on July
14, 1995, and dissolved on November 13, 1995.
** Includes 3,479 outstanding shares and 29,857 shares issuable upon the
exercise of options exercisable within sixty days and deemed outstanding
pursuant to Rule 13d-3(d) under the Act.
*** Percentage calculation based on the total number of shares held by the
Reporting Person (459,847) divided by 3,336,209 which is the sum of (i) the
number of Issuer's common stock outstanding as of May 10, 1995 (3,014,208)
plus (ii) the shares issuable upon exercise of options and warrants
beneficially owned by the Reporting Person (322,001).
Page 4 of 18 Pages
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1 NAME OF REPORTING PERSON Ray R. Thurston*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF 7 SOLE VOTING POWER 105,600
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 40,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 105,600
PERSON WITH
10 SHARED DISPOSITIVE POWER 40,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 145,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.83%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Ray R. Thurston is the spouse of Amy Thurston and, prior to the group's
dissolution, was a member of a "group" as defined under Section 13(d)(3)
and Rule 13d-5 of the Act (the "Reporting Group"), which was formed on July
14, 1995, and dissolved on November 13, 1995.
** Percentage calculation based on the total number of shares held by the
Reporting Person (145,600) divided by the number of Issuer's common stock
eligible for listing on NASDAQ as of May 10, 1995 (3,014,208).
Page 5 of 18 Pages
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1 NAME OF REPORTING PERSON Amy Thurston*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF 7 SOLE VOTING POWER 40,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 105,600
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 40,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 105,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 145,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.83%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Amy Thurston is the daughter of Ronald Luther and, prior to the group's
dissolution, was a member of a "group" as defined under Section 13(d)(3)
and Rule 13d-5 of the Act (the "Reporting Group"), which was formed on July
14, 1995 and dissolved on November 13, 1995.
** Percentage calculation based on the total number of shares held by the
Reporting Person (145,600) divided by the number of Issuer's common stock
eligible for listing on NASDAQ as of May 10, 1995 (3,014,208).
Page 6 of 18 Pages
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The former Reporting Group, consisting of Ronald B. Luther, Barbara Luther, Ray
R. Thurston, and Amy Thurston, hereby files its Schedule 13D/A with the
Securities and Exchange Commission with respect to the common stock ("Common
Stock") of Luther Medical Products, Inc. ("Luther" or the "Issuer"). This
Schedule 13D amends and restates the Schedule 13D filed by the Reporting Group
on September 8, 1995, to reflect the termination and dissolution of the
Reporting Group on November 13, 1995. Accordingly, the Reporting Group reports
a decrease of 597,947 shares of Common Stock beneficially owned by the Reporting
Group from the amounts reported in the preceding Schedule 13D filing.
Item 1. Security and Issuer.
- ------ -------------------
This Schedule 13D filing relates to the Common Stock of Luther Medical
Products, Inc., with principal executive offices at 14332 Chambers Road, Tustin,
CA 92680.
Item 2. Identity and Background.
- ------ -----------------------
(1) Ronald B. Luther.
----------------
(a) Name of Person Filing: Ronald B. Luther
(b) Address of Principal Business Office:
Luther Medical Products, Inc.
14332 Chambers Road
Tustin, CA 92680
(c) Principal Business:
Medical Products.
(d) Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted
in any criminal proceeding.
(e) Civil Proceedings:
During the last five years, the Reporting Person has not been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to any
judgment, decree or final order enjoining
Page 7 of 18 Pages
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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) Citizenship:
United States of America.
(2) Barbara C. Luther.
-----------------
(a) Name of Person Filing: Barbara C. Luther
(b) Address of Principal Business Office:
Luther Medical Products, Inc.
14332 Chambers Road
Tustin, CA 92680
(c) Principal Business:
Medical Products.
(d) Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted
in any criminal proceeding.
(e) Civil Proceedings:
During the last five years, the Reporting Person has not been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to any
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) Citizenship:
United States of America.
(3) Ray R. Thurston.
---------------
(a) Name of Person Filing: Ray R. Thurston
Page 8 of 18 Pages
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(b) Address of Residence:
1200 Queens Road
P.O. Box 8549
Jackson, WY 83001
(c) Principal Business:
Parcel Delivery.
(d) Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted
in any criminal proceeding.
(e) Civil Proceedings:
During the last five years, the Reporting Person has not been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to any
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) Citizenship:
United States of America.
(4) Amy Thurston.
------------
(a) Name of Person Filing: Amy Thurston
(b) Address of Residence:
1200 Queens Road
P. O. Box 8549
Jackson, WY 83001
(c) Principal Occupation:
Housewife.
(d) Criminal Proceedings:
During the last five years, the Reporting Person has not been convicted
in any criminal proceeding.
Page 9 of 18 Pages
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(e) Civil Proceedings:
During the last five years, the Reporting Person has not been party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to any
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) Citizenship:
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The source and amount of funds or other consideration used by each person
formerly a member of the former Reporting Group to acquire the securities owned
by such person individually are set forth below:
<TABLE>
<CAPTION>
Amount of
Securities Held Consideration
Name of Record Used Source
---- --------------- ------------- ------
<S> <C> <C> <C>
(1) Ronald B. Luther 426,511 $10,0001 Personal Funds
(2) Barbara C. Luther 33,336 N/A2 N/A2
(3) Ray R. Thurston 105,600 $302,228.13 Personal Funds
(4) Amy Thurston 40,000 N/A3 N/A3
TOTAL 605,447 $312,728.13
__________
<FN>
1 Amount relates to outstanding shares only and is approximate. All warrants
were granted by Issuer for employment and incentive consideration.
2 Outstanding shares were acquired as a gift from Ronald B. Luther, the
Reporting Person's spouse. All options were granted by Issuer for
employment and incentive consideration.
3 These shares were acquired as a gift from Ronald B. Luther, the Reporting
Person's father.
</TABLE>
The Reporting Group terminated and dissolved as of November 13, 1995, and,
accordingly, no additional shares of Common Stock of the Issuer will be acquired
by the Reporting Group.
Page 10 of 18 Pages
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Item 4. Purpose of the Transaction.
- ------ --------------------------
The shares of Common Stock and other securities of the Issuer purchased by
the former members of the Reporting Group prior to July 14, 1995, were acquired
for investment purposes. The Reporting Group was formed by oral agreement or
arrangement on July 14, 1995. The purpose of the formation of the Reporting
Group and the purchase thereafter by individual members of the Reporting Group
of shares of Common Stock of the Issuer from July 17 through September 8, 1995,
was to enable the Reporting Group to acquire a significant equity position in
the Issuer and thereby to assert control or otherwise influence the management
and policies of the Issuer.
The Reporting Group terminated and dissolved by oral agreement or
arrangement effective as November 13, 1995. Accordingly, no additional shares
of Common Stock will be purchased or beneficially acquired by the group.
Notwithstanding the foregoing, one or more former members of the Reporting Group
in their individual capacity may determine to purchase additional shares of
Common Stock or dispose of all or a portion of their shares of Common Stock of
the Issuer, although no such former member has the current intention to do so.
Other than as indicated above, no former member of the dissolved Reporting
Group has any present plans or proposals in an individual capacity which relate
to or would result in any of the following (although each former member reserves
the right individually to develop such plans or proposals): (i) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iii) any material change in the present capitalization or
dividend policy of the Issuer; (iv) any other material change in the Issuer's
business or corporate structure; (v) changes in the Issuer's charter or bylaws
or other actions which may impede the acquisition of control of the Issuer by
any person; (vi) causing a class of securities of the Issuer to be delisted from
a national securities exchange; (vii) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to section 12(g)(4)
of the Act; (viii) acquisition of significant
Page 11 of 18 Pages
<PAGE>
equity position in the Issuer in order to assert control or otherwise influence
the management and policies of the Issuer; or (ix) any actions similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) The dissolved Reporting Group as at November 13, 1995 beneficially
owned zero (0) shares of Issuer Common Stock.
(b) For each former member of the Reporting Group, which dissolved on
November 13, 1995, the following powers over the Luther Common Stock
apply:
(1) Ronald B. Luther
----------------
Sole Voting Power 426,511 shares
Shared Voting Power 33,336 shares
Sole Dispositive Power 426,511 shares
Shared Dispositive Power 33,336 shares
(2) Barbara C. Luther
-----------------
Sole Voting Power 33,336 shares
Shared Voting Power 426,511 shares
Sole Dispositive Power 33,336 shares
Shared Dispositive Power 426,511 shares
(3) Ray R. Thurston
---------------
Sole Voting Power 105,600 shares
Shared Voting Power 40,000 shares
Sole Dispositive Power 105,600 shares
Shared Dispositive Power 40,000 shares
(4) Amy Thurston
------------
Sole Voting Power 40,000 shares
Shared Voting Power 105,600 shares
Sole Dispositive Power 40,000 shares
Page 12 of 18 Pages
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Shared Dispositive Power 105,600 shares
(c) Transactions Within Prior 60 Days:
(1) Identity of Reporting Person: Reporting Group (See page 2)
----------------------------
Date of Transaction: November 13, 1995
Number of Common Shares: 605,447
Nature of Transaction: Sale (divestiture of beneficial ownership
through dissolution of group)
Price: Not Applicable
Parties to Transaction: Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Reporting Group terminated and dissolved effective as of November 13,
1995. No former member thereof has any present oral understanding or
arrangement to acquire additional shares of Common Stock of the Issuer or to
otherwise act in concert as more fully disclosed in Item 4 above.
Ronald Luther has the following contracts with respect to 292,144 shares of
Common Stock of the Issuer (Common Stock): warrants to purchase 100,000 shares
at an initial exercise price of $4.69 per share, all presently exercisable,
initially expiring on June 14, 1995, the renewal of which and current expiration
date and exercise price for which are currently subject to dispute; warrants to
purchase 21,429 shares at an exercise price of $3.50 per share, exercisable from
and after January 26, 1991, expiring on January 26, 1996; warrants to purchase
14,286 shares at an exercise price of $3.50 per share, all presently
exercisable, expiring on January 18, 1996; warrants to purchase 70,000 shares at
an exercise price of $3.75 per share, exercisable from and after March 24, 1992,
expiring on March 24, 1997; warrants to purchase 15,000 shares at an exercise
price of $3.50 per share, all presently exercisable, expiring April 23, 1998;
warrants to purchase 7,143 shares at an exercise price of $3.50 per share, all
presently exercisable, expiring on June 24, 1998; warrants to purchase 4,286
shares at an exercise price of $3.25 per share, all presently exercisable,
expiring on April 22, 1999;
Page 13 of 18 Pages
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and warrants to purchase 100,000 shares at an exercise price of $2.63 per share,
expiring at various dates from November 19, 1998 to November 19, 2002, of which
60,000 warrants are exercisable as of, or within 60 days of, the date hereof.
Barbara C. Luther has the following contracts with respect to 29,857 shares
of Common Stock of the Issuer: options to purchase 2,143 shares at an exercise
price of $2.63 per share, all presently exercisable, expiring on January 18,
1996; options to purchase 1,500 shares at an exercise price of $4.25 per share,
all presently exercisable, expiring on November 15, 1996; options to purchase
1,000 shares at an exercise price of $4.25 per share, all presently exercisable,
expiring on November 13, 1997; options to purchase 8,500 shares at an exercise
price of $3.07 per share, all presently exercisable, expiring on April 23, 1998;
options to purchase 2,143 shares at an exercise price of $3.25 per share, all
presently exercisable, expiring on April 22, 1999; options to purchase 6,000
shares at an exercise price of $2.82 per share, all presently exercisable,
expiring on July 22, 1999; and options to purchase 8,571 shares at an exercise
price of $3.19 per share, all presently exercisable, expiring on January 27,
2000.
Item 7. Material to Be Filed as Exhibits.
- ------ --------------------------------
None.
Page 14 of 18 Pages
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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 as of November 13, 1995.
By /s/ Ronald B. Luther
-----------------------------------------------
Ronald B. Luther
Page 15 of 18 Pages
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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 as of November 13, 1995.
By /s/ Barbara C. Luther
-----------------------------------------
Barbara C. Luther
Page 16 of 18 Pages
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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 as of November 13, 1995.
By /s/ Ray R. Thurston
------------------------------------
Ray R. Thurston
Page 17 of 18 Pages
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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 as of November 13, 1995.
By /s/ Amy Thurston
--------------------------------------------
Amy Thurston
Page 18 of 18 Pages
