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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. _________)*
OXBORO MEDICAL INTERNATIONAL, INC.
(NAME OF ISSUER)
COMMON STOCK $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
691384 10 1
(CUSIP NUMBER)
Oxboro Medical International, Inc.
Employee Stock Ownership Plan and Trust
13828 Lincoln Street NE
Ham Lake, Minnesota 55304
(612) 755-9516
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
January 16, 1998
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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 / /.
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
filing on this form with respect 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 ("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. 691384 10 1 Page 2 of _____ pages,
including exhibits
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Oxboro Medical International, Inc. Employee Stock Ownership Plan and Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 219,596
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 75,327
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9 SOLE DISPOSITIVE POWER
EACH
REPORTING 219,596
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10 SHARED DISPOSITIVE POWER
PERSON
WITH 75,327
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,596
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
75,327 shares vested in the participants of the Employee Stock Ownership
Plan and Trust
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1 percent. Based upon 2,658,942 shares outstanding, including the
shares reported in Row 11
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14 TYPE OF REPORTING PERSON*
EP
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SCHEDULE 13D
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CUSIP No. 691384 10 1 Page 3 of _____ pages,
including exhibits
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ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive officers of the
issuer of such securities.
Common Stock, $.01 par value
Oxboro Medical International, Inc.
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Oxboro Medical International, Inc. Employee Stock Ownership Plan
and Trust (the "Plan")
(b) Business address:
13828 Lincoln Street NE, Ham Lake, Minnesota 55304
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Employee Stock Ownership Plan and Trust of subject company, 13828
Lincoln Street NE, Ham Lake, Minnesota 55304
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case:
N/A.
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
N/A.
(f) Citizenship:
N/A.
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SCHEDULE 13D
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CUSIP No. 691384 10 1 Page 4 of _____ pages,
including exhibits
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Plan purchased 80,000 shares of common stock of the Issuer on
January 15, 1998. The purchase price of $88,000.00 was paid with an advance
made to the Plan by the Issuer, evidenced by a promissory note that provides for
payment of the principal amount in ten annual installments, commencing in
January 1999, together with all interest accrued and unpaid as of the date of
payment, and interest at an annual rate of 6%.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition was to benefit the Plan participants and
secondarily in response to a solicitation of proxies in opposition to
management in connection with the 1998 Annual Meeting. Mr. Rasmusson, the
Trustee of the Plan, will vote all shares not voted by the participants and
all shares he holds (including shares he may acquire after the record date for
the meeting, to the extent that he obtains proxies for such shares) in favor
of management proposals and nominees to the Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number and percentage of the class of securities
beneficially owned:
294,923 shares of Common Stock, including 75,237 vested shares,
representing 11.1% of the total shares of the Issuer outstanding as of
January 16, 1998, as disclosed in the Issuer's definitive proxy
statement dated February 4, 1998, are held on behalf of the
participants.
(b) Number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition:
Larry A. Rasmusson, Trustee of the Employee Stock Ownership Plan
and Trust, has the sole power to vote or direct the vote and the
sole power to dispose or to direct the disposition of 219,596 shares.
The Trustee has shared power to vote or to direct the vote and shared
power to dispose or to direct the disposition of 75,327 vested shares.
(c) Transactions in the securities effected during the past sixty days:
The reporting person acquired 80,000 shares of the common stock of the
issuer on January 15, 1998 for a purchase price of $1.10 per share.
(d) Except for participant's rights as to vested shares, no other person
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
(e) The date on which the reporting person ceased to be the beneficial
owner of more than five percent of the class of securities:
N/A.
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SCHEDULE 13D
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CUSIP No. 691384 10 1 Page 5 of _____ pages,
including exhibits
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Term Loan Agreement dated January 16, 1998 by and between the Plan and
Company.
2. Promissory Note dated January 16, 1998.
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.
February 10, 1998 /s/ Larry A. Rasmusson, Trustee
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Date Larry A. Rasmusson, Trustee
Signature
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TERM LOAN AGREEMENT
Effective January 16, 1998, the Oxboro Medical International, Inc.
Employee Stock Ownership Plan and Trust, a tax exempt trust (the "Borrower"),
located at Ham Lake, Minnesota, and Oxboro Medical International, Inc., a
Minnesota corporation (the "Lender"), located at Ham Lake, Minnesota, agree
as follows:
ARTICLE I.
DEFINITIONS
Section 1.1 DEFINITIONS. As used in this Agreement the following terms
shall have the following meanings (such meanings to be equally applicable to
singular and plural forms of the terms defined):
(a) "Debt" means (i) indebtedness for borrowed money or for the
deferred purchase price of property or services, (ii) obligations as lessee
under leases which shall have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases, (iii)
obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clause (i) or (ii) above.
(b) "Event of Default" shall mean one of the events specified in
Section 6.1.
(c) "Loan Documents" shall mean this Agreement, the Note, the Pledge
Agreement, and all other documents to be executed in connection with this
Agreement.
(d) "Note" shall mean the Note described in Section 2.2.
(e) "Person" shall mean an individual, corporation, partnership,
joint venture, trust or unincorporated organization or government or other
agency or political subdivision thereof.
Section 1.2 ACCOUNTING AND OTHER TERMS. All accounting terms not
specifically defined in this Agreement shall be construed in accordance with
generally accepted accounting principles consistently applied, as such
principles may change from time to time. Other terms defined herein shall have
the meanings ascribed to them herein.
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ARTICLE II.
TERM LOAN
Section 2.1 COMMITMENT FOR TERM LOAN. The Lender hereby lends to the
Borrower, and the Borrower hereby borrows from the Lender, the amount of $88,000
(the "Term Loan").
Section 2.2 THE NOTE. The Term Loan shall be evidenced by a promissory
note (the "Note") which is in substantially the form of Exhibit A attached
hereto and is delivered to the Lender pursuant to Article III.
Section 2.3 INTEREST AND PAYMENTS. The Borrower shall repay, and shall
pay interest on, the aggregate unpaid principal amount of the Term Loan in
accordance with the Note. All payments of principal, interest and fees under
this Agreement shall be made when due to the Lender in immediately available
funds. All computations of interest shall be made by the Lender on the basis of
the actual number of days elapsed in a year of 360 days. Whenever any such
payment shall be due on a non-business day, such payment shall be made on the
next succeeding business day, and such extension of time shall be included in
the computation of interest.
Section 2.4 VOLUNTARY PREPAYMENT. The Borrower may prepay the Note in
whole or in part at anytime.
Section 2.5. USE OF PROCEEDS. The proceeds of the Term Loan shall be used
for the purchase of qualifying employer securities.
ARTICLE III.
CONDITIONS OF LENDING
Section 3.1 CONDITIONS PRECEDENT TO TERM LOAN ADVANCE. The Lender shall have
no obligation to make the Term Loan unless the Lender shall have received on or
before the date of disbursement the following documents:
(a) The Note, properly executed and delivered on behalf of the
Borrower; and,
(b) A copy of the resolutions of the Trustees of the Borrower,
approving the execution and delivery of the Loan Documents to which it is a
party and approving all other matters contemplated by this Agreement.
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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1 REPRESENTATIONS AND WARRANTIES OF THE BORROWER. To induce the
Lender to make the Term Loan, the Borrower represents and warrants as follows:
(a) EXISTENCE OF BORROWER. The Borrower is a trust, validly existing
under the laws of the state of Minnesota.
(b) AUTHORITY TO EXECUTE. The execution, delivery and performance by
the Borrower of the Loan Documents to which it is a party are within the
Borrower's powers, do not and will not conflict with any provision of law
or the terms of the Employee Stock Ownership Plan of the Borrower or of any
agreement or contractual restriction binding upon or affecting the Borrower
or any of its property, and need no further shareholder or creditor
consent.
(c) BINDING OBLIGATION. This Agreement is, and the other Loan
Documents when delivered hereunder will be, legal, valid and binding
obligations of the Borrower enforceable against such Persons in accordance
with their respective terms.
(d) GOVERNMENTAL APPROVAL. No consent of, or filing with, any
governmental authority is required on the part of the Borrower in
connection with the execution, delivery or performance of any Loan
Documents.
ARTICLE V.
COVENANTS OF THE BORROWER
Section 5.1 AFFIRMATIVE COVENANTS. So long as the Note shall remain
unpaid, the Borrower will, unless the Lender shall give its prior written
consent:
(a) NOTIFICATION OF DEFAULT, ETC. Notify the Lender as promptly as
practicable (but in any event not later than 5 business days) after
Borrower obtains knowledge of the occurrence of any event which constitutes
an Event of Default or which would constitute an Event of Default with the
passage of time or the giving of notice or both.
(b) KEEPING OF FINANCIAL RECORDS AND BOOKS OF ACCOUNT. Maintain
proper financial records in accordance with generally accepted accounting
principles consistently applied which fully and correctly reflect all
financial transactions and all assets and liabilities of the Borrower.
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(c) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve all of its
properties, necessary or useful in the proper conduct of its business in
good working order and condition, ordinary wear and tear excepted.
(d) COMPLIANCE WITH ERISA. Cause each benefits plan of the Borrower
that is subject to the provisions of ERISA to comply and be administered in
accordance with those provisions of ERISA which are applicable to such
plan.
ARTICLE VI.
DEFAULT
Section 6.1 EVENTS OF DEFAULT. "Events of Default" in this Agreement
means any of the following events:
(a) Failure of the Borrower to pay the principal of the Note when
due;
(b) Failure of the Borrower to pay any interest or fees required to
be paid hereunder or under the Note when due;
(c) Any representation or warranty made by or on behalf of the
Borrower in, or pursuant to, any Loan Document shall prove to have been
incorrect in any material respect when made;
(d) Default in performance of any other covenant or agreement of the
Borrower in, or pursuant to, any Loan Document and continuance of such
default or breach for a period of 30 days after receipt of written notice
thereof from the Lender; or
(e) The Borrower shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts
generally; or any proceeding shall be instituted by or against the Borrower
seeking to adjudicate it bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, custodianship,
protection, relief, or composition of it or him or its or his debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief, or the appointment of
a receiver, custodian, trustee, or other similar official for it or him or
for any substantial part of its or his property; or the Borrower shall take
any action to authorize any of the actions set forth above in this
subsection.
Section 6.2 RIGHTS AND REMEDIES. If any Event of Default shall occur and
be continuing, the Lender may exercise any or all of the following rights and
remedies:
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(a) Declare the unpaid scheduled principal payments of the Note, and
all interest thereon to be immediately due and payable, without
presentment, demand, protest or any notice of any kind, all of which are
expressly waived; and/or
(b) Exercise any other right or remedy available to the Lender at law
or in equity.
ARTICLE VII.
MISCELLANEOUS
Section 7.1 NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the
part of the Lender in exercising any right or remedy under, or pursuant to, any
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, remedy or power preclude other or further exercise
thereof, or the exercise of any other right, remedy or power. The remedies in
the Loan Documents are cumulative and are not exclusive of any remedies provided
by law.
Section 7.2 AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of any Loan Document shall be effective unless such amendment or
waiver is in writing and is signed by the Lender, and such amendment or waiver
shall be effective only in the specific instance and for the specific purpose
for which it was given.
Section 7.3 GOVERNING LAW. All Loan Documents shall be governed by the
laws of the State of Minnesota. Any term used in this Agreement and not
otherwise defined shall have the definition given that term in the Uniform
Commercial Code as in effect in the State of Minnesota from time to time. If
any term in this Agreement shall be held to be illegal or unenforceable, the
remaining portions of this Agreement shall not be affected, and this Agreement
shall be construed and enforced as if this Agreement did not contain the term
held to be illegal or unenforceable. The Borrower hereby irrevocably submits to
the jurisdiction of the Minnesota State Courts, and the Federal District Court,
District of Minnesota, over any action or proceeding arising out of or relating
to this Agreement and agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court.
Section 7.7 BINDING EFFECT; ASSIGNMENT. All Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Lender and their
respective successors and assigns.
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The Borrower shall not have the right to assign its rights or interest under
such agreement without the prior written consent of the Lender.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representative effective as of the date first above
written.
BORROWER:
OXBORO MEDICAL INTERNATIONAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By /s/ Larry A. Rasmusson
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Larry Rasmusson
Its Trustee
LENDER:
OXBORO MEDICAL INTERNATIONAL, INC.
By /s/Dennis L. Mikkelson
---------------------------------
Its Secretary
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PROMISSORY NOTE
$88,000.00 January 16, 1998
FOR VALUE RECEIVED, the undersigned, THE OXBORO MEDICAL INTERNATIONAL,
INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (the "Trust") promises to pay to
the order of Oxboro Medical International, Inc. (the "Company"), at 13828
Lincoln Street N.E., Ham Lake, Minnesota, or at such other place as any
present or future holder of this Note may designate from time to time, the
principal sum of $88,000.00, or so much thereof as remains outstanding, as
the case may be, as follows: Ten (10) annual principal payments of $8,800,
together with interest at an annual rate equal to six percent (6%) compounded
annually (calculated on the basis of actual days elapsed and a 360-day year)
on the unpaid balance hereof, until this Note is fully paid with the actual
balance due and payable on January 15, 2007, unless sooner paid or permitted
due to acceleration upon an event of default as hereinafter defined or
otherwise.
All or any part of the unpaid balance of this Note may be prepaid at any
time without penalty. At the option of the then holder of this Note, any
payment under this Note may be applied first to the payment of accrued interest,
second to the payment of other charges, fees and expenses under this Note and
any other agreement or writing in connection with this Note, and third to the
payments of principal under this Note in inverse order of maturity.
Any default in the payment of this Note, which remains uncured for a period
of thirty (30) days after written notice thereof to the undersigned, shall
constitute an Event of Default under this Note. Upon the occurrence of an Event
of Default and at any time thereafter, the then holder of this Note may, at its
option, declare this Note to be immediately due and payable and thereon this
Note shall become due and payable for the entire unpaid principal balance of
this Note plus other charges on this Note without any presentment, demand,
protest or other notice of any kind.
Upon failure of the undersigned to pay any payment hereon in full when due,
or in the event of any other default hereunder, the entire unpaid principal
balance hereof plus accrued and unpaid interest thereon shall, at the option of
the Company, mature and become immediately due and payable.
The undersigned hereby agrees: (1) that it shall be bound hereby; and (2)
to pay, in addition to all other sums of money due, all costs of collection and
reasonable attorneys' fees, whether suit be brought or not, if this Note is not
paid in full when due, whether at the stated maturity or by acceleration, or is
otherwise in default.
Notwithstanding any other provision hereof no recourse shall be had for the
payment of the principal of or interest on (or any other sum due under) this
Note against the undersigned or its assets except as specifically provided
herein, or against the Trustee of the Trust.
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The undersigned (i) waives demand, presentment, protest, notice of protest,
notice of dishonor and notice of nonpayment of this Note; (ii) agrees to pay on
demand all costs and expenses of all present and future holders of this Note in
connection with the collection and enforcement of this Note and any security and
guaranties for this Note, including but not limited to reasonable attorneys'
fees and legal expenses and (iii) consents to the personal jurisdiction of the
state and federal courts located in the state of Minnesota in connection with
any controversy related in any way to this Note or any security or guaranty for
this Note, and waives any argument that venue in such forums is not convenient.
No waiver of any right or remedy under this Note shall be valid unless in
writing executed by the holder of this Note, and any such waiver shall be
effective only in the specific instance and for the specific purpose given. All
rights and remedies of all present and future holders of this Note shall be
cumulative and may be exercised singly concurrently or successively. This Note
shall bind the undersigned and the representatives, successors and assigns of
the undersigned. This Note shall be governed by and construed in accordance
with the laws of the state of Minnesota.
THE UNDERSIGNED REPRESENT, CERTIFY, WARRANT AND AGREE THAT THE UNDERSIGNED
HAVE READ ALL OF THIS NOTE AND UNDERSTAND ALL OF THE PROVISIONS OF THIS NOTE.
THE UNDERSIGNED ALSO AGREE THAT COMPLIANCE BY ANY PRESENT OR FUTURE HOLDER OF
THIS NOTE WITH THE EXPRESS PROVISIONS OF THIS NOTE SHALL CONSTITUTE GOOD FAITH
AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES.
THE OXBORO MEDICAL INTERNATIONAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By /s/Larry A. Rasmusson, Trustee
------------------------------------
Larry A. Rasmusson, Trustee
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