<PAGE>
Pursuant to Rule 101 of Regulation ST, this is a restatement of the
Schedule 13D filed on paper on July 24, 1995.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
JULY 14, 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. /x/
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
<PAGE>
1 NAME OF REPORTING PERSON The "group"* consisting of Ronald B. 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 530,847
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON WITH
10 SHARED DISPOSITIVE POWER 530,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 530,847**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 15.9%***
14 TYPE OF REPORTING PERSON OO
[FN]
* The Reporting Group is 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.
** Includes 322,001 shares issuable upon the exercise of options and warrants
held by members of the Reporting Group and exercisable within sixty days,
which shares are deemed outstanding pursuant to Rule 13d-3(d) under the
Act. Includes shares acquired by the Reporting Group through July 20,
1995.
*** Percentage calculation based on the total number of shares held by the
Reporting Group (530,847) divided by the sum of (i) number of Issuer's
common stock outstanding as of May 10, 1995 (3,014,208) plus (ii) the
warrant/option shares described above (322,001).
Page 2 of 18 Pages
<PAGE>
1 NAME OF REPORTING PERSON Ronald B. Luther*
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 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]
* Ronald B. Luther is 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.
** 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
<PAGE>
1 NAME OF REPORTING PERSON Barbara C. Luther*
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 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 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.
** 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
<PAGE>
1 NAME OF REPORTING PERSON Ray R. Thurston*
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 31,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 40,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 31,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 40,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 71,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 2.4%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Ray R. Thurston is the spouse of Amy Thurston and 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.
** Percentage calculation based on the total number of shares held by the
Reporting Person (71,000) 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
<PAGE>
1 NAME OF REPORTING PERSON Amy Thurston*
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 40,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 31,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 40,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 31,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 71,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 2.4%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Amy Thurston is the daughter of Ronald Luther and 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.
** Percentage calculation based on the total number of shares held by the
Reporting Person (71,000) 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
<PAGE>
The Reporting Group, consisting of Ronald B. Luther, Barbara Luther, Ray R.
Thurston, and Amy Thurston, hereby files its Schedule 13D with the Securities
and Exchange Commission with respect to the common stock ("Common Stock") of
Luther Medical Products, Inc. ("Luther" or the "Issuer").
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 future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Page 7 of 18 Pages
<PAGE>
(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
(b) Address of Residence:
1200 Queens Road
P.O. Box 8549
Jackson, WY 83001
Page 8 of 18 Pages
<PAGE>
(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.
(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
Page 9 of 18 Pages
<PAGE>
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 member
of the reporting Group to acquire the securities owned by such member 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 31,000 $86,187.50 Personal Funds
(4) Amy Thurston 40,000 N/A3 N/A3
TOTAL 530,847 $96,187.50
__________
<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>
Additional shares of Common Stock of the Issuer to be acquired by the
Reporting Group will be purchased in the open market or pursuant to private
transactions in each case using the personal funds of the Reporting Group
member making the purchase.
Item 4. Purpose of the Transaction.
------ --------------------------
The shares of Common Stock and other securities of the Issuer purchased by
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 (a) the formation of the
Reporting Group, (b) the purchase by Ray R. Thurston of shares of Common Stock
Page 10 of 18 Pages
<PAGE>
of the Issuer on July 17-21, 1995, and thereafter and (c) purchases after the
date hereof by members of the Reporting Group is 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 has not formulated any specific plan or proposal in this regard
and, as indicated below, there can be no assurance that any such plan or
proposal will be developed or as to the terms or the timing of any such plan or
proposal. Any such plan or proposal that may be formulated will likely involve
seeking and/or increasing representation on the Board of Directors of the
Issuer. The Reporting Group presently intends to purchase in open market or
privately negotiated transactions additional shares of Common Stock. In
addition, depending upon the plan or proposal ultimately formulated, one or
more members of the Reporting Group may determine to dispose of all or a
portion of its shares of Common Stock or to disassociate from the Reporting
Group, although no member has the current intention to do so.
Other than as indicated above, neither the Reporting Group nor any member
thereof has any present plans or proposals which relate to or would result in
any of the following (although the Reporting Group and its members reserve the
right 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 acquisi-
tion 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; or (viii) any actions
similar to any of those enumerated above.
Page 11 of 18 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The Reporting Group members as at July 20, 1995 beneficially owned an
aggregate of 530,847 shares, or approximately 15.9%, of Issuer Common
Stock. The 15.9% calculation is based on the total number of shares
held by the Reporting Group (530,847) divided by 3,336,209, which is
the sum of (i) the number of shares of Issuer Common Stock outstanding
as of May 10, 1995 (3,014,208) plus (ii) the number of shares deemed
outstanding pursuant to Rule 13d-3(d) under the Act (322,001).
(b) For each member of the Reporting Group, 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 31,000 shares
Shared Voting Power 40,000 shares
Sole Dispositive Power 31,000 shares
Shared Dispositive Power 40,000 shares
Page 12 of 18 Pages
<PAGE>
(4) Amy Thurston
------------
Sole Voting Power 40,000 shares
Shared Voting Power 31,000 shares
Sole Dispositive Power 40,000 shares
Shared Dispositive Power 31,000 shares
(c) Transactions Within Prior 60 Days:
(1) Identity of Reporting Person: Ray R. Thurston
----------------------------
<TABLE>
<CAPTION>
Number of
Date of Common Nature of Parties to
Transaction Shares Price* Transaction Transaction
----------- ------ ----- ----------- -----------
<S> <C> <C> <C> <C>
7/17/95 2,000 $2.50 Purchase Open Market
7/19/95 19,500 $2.75 Purchase Open Market
7/20/95 7,500 2.875 Purchase Open Market
7/20/95 2,000 3.00 Purchase Open Market
------
TOTAL 31,000
--------
<FN>
* Excludes brokerage commissions.
</TABLE>
Each of the transactions described above was effected on the Nasdaq
National Market.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Reporting Group and each member thereof has an oral understanding or
arrangement to acquire additional shares of Common Stock of the Issuer 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
Page 13 of 18 Pages
<PAGE>
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; 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
<PAGE>
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 July 24, 1995.
By /s/ Ronald B. Luther
--------------------------------------------
Ronald B. Luther
Page 15 of 18 Pages
<PAGE>
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 July 24, 1995.
By /s/ Barbara C. Luther
-------------------------------------------------
Barbara C. Luther
Page 16 of 18 Pages
<PAGE>
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 July 24, 1995.
By /s/ Ray R. Thurston
-------------------------------------------------
Ray R. Thurston
Page 17 of 18 Pages
<PAGE>
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 July 24, 1995.
By /s/ Amy Thurston
--------------------------------------------
Amy Thurston
Page 18 of 18 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
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)
SEPTEMBER 6, 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 19 Pages
<PAGE>
1 NAME OF REPORTING PERSON The "group"* consisting of Ronald B. 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 597,947
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON WITH
10 SHARED DISPOSITIVE POWER 597,947
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 597,947**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 17.9%***
14 TYPE OF REPORTING PERSON OO
[FN]
* The Reporting Group is 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.
** Includes 322,001 shares issuable upon the exercise of options and warrants
held by members of the Reporting Group and exercisable within sixty days,
which shares are deemed outstanding pursuant to Rule 13d-3(d) under the
Act. Includes shares acquired by the Reporting Group through September 6,
1995.
*** Percentage calculation based on the total number of shares held by the
Reporting Group (597,947) divided by the sum of (i) number of Issuer's
common stock outstanding as of May 10, 1995 (3,014,208) plus (ii) the
warrant/option shares described above (322,001).
Page 2 of 19 Pages
<PAGE>
1 NAME OF REPORTING PERSON Ronald B. Luther*
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 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]
* Ronald B. Luther is 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.
** 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 19 Pages
<PAGE>
1 NAME OF REPORTING PERSON Barbara C. Luther*
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 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 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.
** 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 19 Pages
<PAGE>
1 NAME OF REPORTING PERSON Ray R. Thurston*
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 98,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 40,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 98,100
PERSON WITH
10 SHARED DISPOSITIVE POWER 40,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 138,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.58%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Ray R. Thurston is the spouse of Amy Thurston and 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.
** Percentage calculation based on the total number of shares held by the
Reporting Person (138,100) 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 19 Pages
<PAGE>
1 NAME OF REPORTING PERSON Amy Thurston*
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 40,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 98,100
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 40,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 98,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 138,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.58%**
14 TYPE OF REPORTING PERSON IN
[FN]
* Amy Thurston is the daughter of Ronald Luther and 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.
** Percentage calculation based on the total number of shares held by the
Reporting Person (138,100) 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 19 Pages
<PAGE>
The Reporting Group, consisting of Ronald B. Luther, Barbara Luther, Ray R.
Thurston, and Amy Thurston, hereby files its Schedule 13D 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 July 24,
1995, to reflect the acquisition by the Reporting Group of 67,100 additional
shares of Common Stock since 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 future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Page 7 of 19 Pages
<PAGE>
(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
(b) Address of Residence:
1200 Queens Road
P.O. Box 8549
Jackson, WY 83001
Page 8 of 19 Pages
<PAGE>
(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.
(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
Page 9 of 19 Pages
<PAGE>
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 member
of the reporting Group to acquire the securities owned by such member 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 98,100 $279,728.13 Personal Funds
(4) Amy Thurston 40,000 N/A3 N/A3
TOTAL 597,947 $289,728.13
__________
<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>
Additional shares of Common Stock of the Issuer to be acquired by the
Reporting Group will be purchased in the open market or pursuant to private
transactions in each case using the personal funds of the Reporting Group
member making the purchase.
Item 4. Purpose of the Transaction.
------ --------------------------
The shares of Common Stock and other securities of the Issuer purchased by
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 (a) the formation of the
Reporting Group, (b) the purchase by Ray R. Thurston of shares of Common Stock
Page 10 of 19 Pages
<PAGE>
of the Issuer from July 17 through September 6, 1995, and thereafter and (c)
purchases after the date hereof by members of the Reporting Group is 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 has not formulated any
specific plan or proposal in this regard and, as indicated below, there can
be no assurance that any such plan or proposal will be developed or as to the
terms or the timing of any such plan or proposal. Any such plan or proposal
that may be formulated will likely involve seeking and/or increasing
representation on the Board of Directors of the Issuer. The Reporting Group
presently intends to purchase in open market or privately negotiated
transactions additional shares of Common Stock. In addition, depending upon
the plan or proposal ultimately formulated, one or more members of the
Reporting Group may determine to dispose of all or a portion of its shares of
Common Stock or to disassociate from the Reporting Group, although no member
has the current intention to do so.
Other than as indicated above, neither the Reporting Group nor any member
thereof has any present plans or proposals which relate to or would result in
any of the following (although the Reporting Group and its members reserve
the right 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; or (viii) any actions similar to any of those enumerated
above.
Page 11 of 19 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The Reporting Group members as at September 6, 1995 beneficially
owned an aggregate of 597,947 shares, or approximately 17.9%, of
Issuer Common Stock. The 17.9% calculation is based on the total
number of shares held by the Reporting Group (597,947) divided by
3,336,209, which is the sum of (i) the number of shares of Issuer
Common Stock outstanding as of May 10, 1995 (3,014,208) plus (ii)
the number of shares deemed outstanding pursuant to Rule 13d-3(d)
under the Act (322,001).
(b) For each member of the Reporting Group, 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 98,100 shares
Shared Voting Power 40,000 shares
Sole Dispositive Power 98,100 shares
Shared Dispositive Power 40,000 shares
Page 12 of 19 Pages
<PAGE>
(4) Amy Thurston
------------
Sole Voting Power 40,000 shares
Shared Voting Power 98,100 shares
Sole Dispositive Power 40,000 shares
Shared Dispositive Power 98,100 shares
(c) Transactions Within Prior 60 Days:
(1) Identity of Reporting Person: Ray R. Thurston
----------------------------
<TABLE>
<CAPTION>
Number of
Date of Common Nature of Parties to
Transaction Shares Price* Transaction Transaction
----------- ------ ----- ----------- -----------
<S> <C> <C> <C> <C>
7/17/95 2,000 $2.50 Purchase Open Market
7/19/95 19,500 $2.75 Purchase Open Market
7/20/95 7,500 2.875 Purchase Open Market
7/20/95 2,000 3.00 Purchase Open Market
7/25/95 8,500 2.875 Purchase Open Market
7/28/95 15,500 2.908 Purchase Open Market
7/28/95 500 2.875 Purchase Open Market
8/09/95 1,000 2.75 Purchase Open Market
8/11/95 1,000 2.875 Purchase Open Market
8/11/95 1,000 2.75 Purchase Open Market
8/14/95 4,000 2.875 Purchase Open Market
8/15/95 1,100 2.875 Purchase Open Market
8/21/95 1,600 2.875 Purchase Open Market
8/22/95 9,000 2.875 Purchase Open Market
8/22/95 4,600 2.875 Purchase Open Market
8/28/95 4,300 2.9375 Purchase Open Market
8/30/95 5,000 2.875 Purchase Open Market
9/05/95 9,000 2.875 Purchase Open Market
9/06/95 1,000 3.00 Purchase Open Market
------
TOTAL 98,100
--------
<FN>
* Excludes brokerage commissions.
</TABLE>
Page 13 of 19 Pages
<PAGE>
Each of the transactions described above was effected on the Nasdaq
National Market.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Reporting Group and each member thereof has an oral understanding or
arrangement to acquire additional shares of Common Stock of the Issuer 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; 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
Page 14 of 19 Pages
<PAGE>
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 15 of 19 Pages
<PAGE>
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 September 6, 1995.
By /s/ Ronald B. Luther
--------------------------------------------
Ronald B. Luther
Page 16 of 19 Pages
<PAGE>
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 September 6, 1995.
By /s/ Barbara C. Luther
-------------------------------------------------
Barbara C. Luther
Page 17 of 19 Pages
<PAGE>
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 September 6, 1995.
By /s/ Ray R. Thurston
-------------------------------------------------
Ray R. Thurston
Page 18 of 19 Pages
<PAGE>
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 September 6, 1995.
By /s/ Amy Thurston
--------------------------------------------
Amy Thurston
Page 19 of 19 Pages
