<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-KSB/A
<TABLE>
<S> <C>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
</TABLE>
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-18785
------------------------
OXBORO MEDICAL INTERNATIONAL, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C>
MINNESOTA 41-1391803
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
13828 LINCOLN STREET N.E.
HAM LAKE, MINNESOTA 55304
(Address of principal executive offices) (Zip Code)
(612) 755-9516
(Issuer's Telephone Number, including area code)
------------------------
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, par value $.01 per share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes /X/ No
/ /
Check if no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. /X/
State issuer's revenues for its most recent fiscal year. $4,801,965.
Based upon the closing price of the issuer's Common Stock as reported by The
Nasdaq SmallCap Market, the aggregate market value of such Common Stock held by
nonaffiliates of the issuer as of December 12, 1997, was approximately
$1,748,485.
As of December 12, 1997 there were 2,278,578 shares of the issuer's Common
Stock outstanding.
The purpose of this Amendment is to add Part III, Items 9-12, to the Report
on Form 10-KSB for the year ended September 30, 1997, which was originally filed
on December 29, 1997. In addition, the number of shares outstanding as of
December 12, 1997, was corrected.
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<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
Certain information regarding the officers and directors of the Company is
set forth below:
<TABLE>
<CAPTION>
NAME POSITION
- -------------------------------------- ------------------------------------------------------
<S> <C>
Larry A. Rasmusson.................... Chairman of the Board, Chief Executive Officer and
Chief Financial Officer
Dennis L. Mikkelson................... Secretary and Director
John R. Walter........................ Director
</TABLE>
Larry A. Rasmusson, 54, has been a director since April 1993. Since that
time he has also served as Chairman of the Board and chief financial officer of
the Company. In June 1997, Mr. Rasmusson was appointed chief executive officer.
Mr. Rasmusson also serves as president of the Company's wholly-owned subsidiary,
Oxboro Outdoors, Inc. Prior to April 1993, he had served as a consultant to the
Company on various financial and other matters since 1982. Mr. Rasmusson
currently serves as trustee of the Company's Employee Stock Ownership Plan.
Dennis L. Mikkelson, 54, has been a director of the Company since 1990.
Prior to 1990, Mr. Mikkelson spent 18 years with Control Data Corporation in
various positions related to computer software development. Since leaving
Control Data Corporation, he has worked as an independent consultant in
information engineering and data base consulting.
John R. Walter, 56, has been a director since 1992. For the past 35 years,
he has worked as a financial planner. Mr. Walter previously served as a
consultant to Oxboro Outdoors, Inc. in connection with marketing.
The Company's Articles of Incorporation provide that directors are divided
into three classes, with each class serving a three-year term and approximately
one-third of the Board of Directors to be elected each year. Messrs. Mikkelson
and Rasmusson's terms expire in 1998. Mr. Walter's term expires in 2000.
COMPLIANCE WITH REPORTING REQUIREMENTS OF EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934, and the rules promulgated
thereunder, requires the Company's officers, directors, and holders of 10% or
more of its outstanding Common Stock to file certain reports with the Securities
and Exchange Commission. To the Company's best knowledge, based solely on
information provided to it by the reporting individuals, all of the reports
required to be filed by these individuals have been filed.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
former and current chief executive officers (the
2
<PAGE>
"Named Executive Officers"). No other executive officer had total annual
compensation in fiscal 1997 (based on salary and bonus) exceeding $100,000.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES ALL
FISCAL ---------------------- UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------------------------------- ----------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Harley Haase ...................................... 1997 $ 129,116 -- -- $ 206,419(2)
Chief Executive Officer(1) 1996 148,226 $ 50,000 -- 48,667
1995 128,830 175,620 -- 48,895
Larry A. Rasmusson ................................ 1997 $ 262,975 $ 130,000 -- $ 92,579(4)
Chief Executive Officer and Chief Financial 1996 181,220 50,000 -- 75,810
Officer(3) 1995 161,798 175,620 80,364 70,109
</TABLE>
- ------------------------
(1) Mr. Haase resigned as Chief Executive Officer effective June 13, 1997.
(2) All other compensation for Mr. Haase for fiscal 1997 includes $158,280 to be
paid in connection with his termination, $42,031 of premiums paid on a split
dollar life insurance policy, and $6,108 paid as royalties. See "Settlement
Agreement," "License Agreements," and "Split Dollar Insurance."
(3) Mr. Rasmusson was appointed Chief Executive Officer effective June 13, 1997.
(4) All other compensation for Mr. Rasmusson for fiscal 1997 includes $55,573 of
premiums paid on a split dollar life insurance policy, $32,454 in royalties,
and the market value at September 30, 1997 of 4,176 shares allocated to Mr.
Rasmusson under the Company's Employee Stock Ownership Plan ($4,552). See
"License Agreements," "Split Dollar Insurance," and "Employee Stock
Ownership Plan."
OPTIONS GRANTED DURING FISCAL 1997
No options were granted to the Named Executive Officers during the 1997
fiscal year.
AGGREGATED OPTION EXERCISES DURING FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES
The following table provides information related to options exercised by the
Named Executive Officers during fiscal 1997 and the number and value of options
held at fiscal year-end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FISCAL OPTIONS AT
SHARES YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(2)
- ------------------------------------------------------- ------------ ----------- -------------- ---------------
<S> <C> <C> <C> <C>
Harley Haase........................................... -0 - -0 - -0-/-0- $ -0-/-0-
Larry A. Rasmusson..................................... 60,000 -0 -(1) 20,364/-0- $ -0-/-0-
</TABLE>
- ------------------------
(1) At the time of exercise, the exercise price exceeded the market price.
Accordingly, no value was realized upon exercise.
(2) Value is calculated by multiplying the amount by which the average price of
the Common Stock on September 30, 1997 ($1.09) exceeds the option exercise
price ($1.50) by the number of shares.
3
<PAGE>
EMPLOYMENT AGREEMENTS
During fiscal 1994, the Company entered into five-year employment agreements
with each of the Named Executive Officers. The agreement with Mr. Haase was
terminated effective June 13, 1997, pursuant to the Settlement Agreement
described below. Mr. Rasmusson's agreement provides that if his employment is
terminated without "cause" (as defined in the agreement), he will be entitled to
be paid his then current salary, bonus and other benefits through the remaining
term of the agreement, and under certain circumstances the Company will be
obligated to provide health and life insurance for the balance of his life. In
addition, in the event that his employment is terminated in connection with a
"change in control" of the Company (as defined), he will be entitled to receive
as severance pay an amount equal to two and one-half times his "annualized
includible compensation for the base period" (as defined in Section 28OG(d) of
the Internal Revenue Code of 1986, as amended), payable in a lump sum, in cash,
on the fifth day following such termination. If the Company had been obligated
to pay under this provision as of September 30, 1997, approximately $960,200
would have been payable to Mr. Rasmusson. The employment agreement was amended,
effective October 1, 1997, to extend the term to December 31, 1999, and to amend
other provisions related to duties and responsibilities, compensation and
termination.
SETTLEMENT AGREEMENT
On May 5, 1997, an action was commenced on behalf of Harley Haase, the
Company's former Chief Executive Officer, against the Company alleging a number
of claims relating to the termination of Mr. Haase's employment with the
Company. Effective June 13, 1997, Mr. Haase and the Company entered into a
Settlement Agreement that included the termination of Mr. Haase's employment
agreement, his resignation as a director of the Company, the payment to Mr.
Haase of a settlement amount of approximately $158,280, and a mutual release of
claims.
LICENSE AGREEMENTS
The Company has entered into an exclusive license agreement with Larry
Rasmusson pursuant to which Mr. Rasmusson, as licensor, granted the Company, as
licensee, the exclusive right to make, use, and sell certain medical products
and to receive information and assistance from Mr. Rasmusson to make, use and
sell the products. Mr. Rasmusson is to receive royalties in the amount of 4% of
the "net sales price" (as defined) of all licensed products sold. Royalties
continue for the life of the product. If at any time a product covered by the
agreement is no longer sold by the Company (defined as a reduction by 50% in
sales from the previous calendar year), the license will no longer be exclusive
as to that product. The agreement contains a provision for increasing the
royalty amount if royalty rates paid by the Company to others for similar
products are higher than 4%. The agreement also provides that upon the
termination of the employment of Harley Haase, the royalty will be increased
from 4% to 6% on certain products, and Mr. Rasmusson and Mr. Haase will each
receive royalties of 3% on sales of such products. During fiscal 1997, 1996, and
1995, Mr. Rasmusson earned $32,454, $27,000, and $21,669, respectively, in
royalties under this agreement. Mr. Haase earned $1,801 in fiscal 1997.
Oxboro Outdoors, Inc., a wholly owned subsidiary of the Company
("Outdoors"), has entered into an exclusive license and royalty agreement with
Mr. Rasmusson pursuant to which Mr. Rasmusson, as licensor, granted Outdoors, as
licensee, the exclusive right to make, use, and sell certain outdoor
recreational products and to receive information and assistance from Mr.
Rasmusson to make, use and sell the products. Mr. Rasmusson is to receive an
advance royalty payment of $1,500 for each product accepted for development by
Outdoors and continuing royalties in the amount of 8% of the "net sales price"
(increased to 9% when the cumulative aggregate "net sales price" exceeds
$1,000,000) of all such products sold after the cumulative "net sales price" of
all products sold multiplied by the applicable royalty percentage exceeds the
total of all royalty advances. Royalties continue for the life of the products.
Advance royalties of $112,500 were paid prior to fiscal 1995. No advance
royalties were paid during fiscal 1995, 1996, or 1997. As of September 30, 1997,
royalties of $53,500 had been credited against the advance
4
<PAGE>
for products sold. Outdoors has also been granted a royalty-free license to use
the name "Larry A. Rasmusson" and the picture of Mr. Rasmusson in connection
with the advertising, merchandising, promotion, manufacture, sale and
distribution of certain Outdoors products.
The Company is party to a product development incentive agreement with Mr.
Haase pursuant to which Mr. Haase, as licensor, granted the Company, as
licensee, the exclusive right to make, use and sell certain products and to
receive information and assistance from Mr. Haase to make, use and sell the
products. Following termination of his employment with the Company, Mr. Haase
will receive incentive payments equal to 4% of the net sales price of all
products subject to the agreement sold by the Company following Mr. Haase's
termination. Royalties continue for the life of the products. Mr. Haase was paid
$4,307 in royalties under this agreement in fiscal 1997.
The Company and Outdoors have entered into a royalty sharing agreement with
Mr. Rasmusson and Mr. Haase pursuant to which Mr. Haase and Mr. Rasmusson will
share royalties on products that they jointly develop that are covered under the
exclusive license agreement and/or exclusive license and royalty agreement, with
respect to Mr. Rasmusson, and under the product development incentive agreement,
with respect to Mr. Haase. Upon Mr. Haase's termination of employment, 50% of
royalties on the products jointly developed by Mr. Haase and Mr. Rasmusson are
to be paid to Mr. Haase and 50% to Mr. Rasmusson. As noted above, during fiscal
1997, $1,801 was paid to each of Mr. Haase and Mr. Rasmusson pursuant this
agreement.
CONSULTING AGREEMENTS
During fiscal 1996, the Company entered into consulting agreements with
Harley Haase, the Company's former chief executive officer, and Larry A.
Rasmusson, its current chief executive officer and chief financial officer,
whereby each would be paid an annual consulting fee in the amount of $150,000
for a period of five years commencing upon retirement. The agreement with Mr.
Haase was terminated effective June 13, 1997. Mr. Rasmusson's agreement
prohibits him from engaging in any activity that competes with either the
Company or Outdoors and provides that he shall not be required to provide
services for more than five days per month during the term of the agreement
without additional compensation. If Mr. Rasmusson voluntarily terminates his
employment with the Company prior to age 55 without good cause attributable to
the Company, the agreement will not be binding on the Company. For purposes of
this provision, a change in control (as defined) constitutes good cause
attributable to the Company. Effective October 1, 1997, the Company and Mr.
Rasmusson entered into an amendment to the consulting agreement which provides
that the term of the consulting agreement will be extended one full year for
each full or partial year that Rasmusson's term of employment is extended beyond
April 1, 1998. The annual consulting fees for the extended term of the
consulting agreement are $50,000 a year.
SPLIT DOLLAR INSURANCE
The Company has adopted split dollar life insurance plans for the benefit of
its former chief executive officer, Harley Haase, and Larry A. Rasmusson, its
current chief executive officer and chief financial officer. Mr. Haase's split
dollar life insurance plan was terminated in September 1997 pursuant to the
terms of the Settlement Agreement. Under the terms of Mr. Rasmusson's plan, the
Company pays the annual premiums on a $1 million insurance policy (the "Policy")
on his life. The Policy is a whole life policy on which all premiums are paid by
the Company and income is imputed to the insured in an amount equal to the term
rate for his insurance as established by the insurer. The Policy is owned by Mr.
Rasmusson. The plan is designed so that the Company will recover all premium
payments, interest, and advances made by it on account of the Policy. The
Company's interest in the premium payments, interest, and advances made with
respect to the Policy is secured by a collateral assignment of the Policy. Upon
the death of Mr. Rasmusson, the Company will be reimbursed from the insurance
proceeds paid to the beneficiaries in an amount equal to the total premiums,
interest, and advances made by the Company with respect to the Policy. In the
event the Policy is surrendered for its cash surrender value at some date in the
future, the
5
<PAGE>
Company will be reimbursed for the premiums it has paid on the Policy, plus
interest. Premiums paid in fiscal 1997, 1996 and 1995 on behalf of Mr. Haase
totaled $42,031, $45,755, and $45,467, respectively. Premiums paid in fiscal
1997, 1996, and 1995 on behalf of Mr. Rasmusson totaled $55,573, $45,898, and
$45,012, respectively.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company has established an Employee Stock Ownership Plan and Trust (the
"Plan"). The Company advanced $150,000 to the Plan, which was used to purchase
225,000 shares of newly issued Common Stock from the Company at a price of $.67
per share. The loan is evidenced by a promissory note in the initial principal
amount of $150,000, bearing interest at 9% per annum. The note provides for
annual principal payments of $7,500, together with annual interest payments. In
accordance with legal requirements, as the loan is repaid, the shares are
allocated to participants in the Plan. The Company contributed approximately
$20,000 to the Plan for fiscal 1997. For fiscal 1997, 1996, and 1995, no shares,
2,588 shares, and 2,285 shares, respectively, were credited to the account of
Harley Haase, and 4,176 shares, 2,588 shares, and 2,285 shares, respectively,
were credited to the account of Larry Rasmusson.
COMPENSATION TO DIRECTORS
DIRECTORS' FEES AND BONUSES. For services rendered in fiscal 1997, each
member of the Company's Board of Directors who is not an employee of the Company
received a monthly fee of $600. Nonmanagement directors also received bonuses in
fiscal 1997 totaling $15,000. The aggregate compensation paid to nonmanagement
directors for services rendered in fiscal 1997 was $29,400.
STOCK OPTIONS TO DIRECTORS. Effective October 30, 1996, the Company granted
to Dennis L. Mikkelson an option to purchase 40,000 shares of Common Stock at an
exercise price of $1.125 per share. Effective June 19, 1997, the Company granted
to John R. Walter an option to purchase 40,000 shares of Common Stock at an
exercise price of $1.08 per share.
CONSULTING FEES TO DIRECTOR. The Company paid approximately $60,000 during
each of fiscal 1997 and 1996 to Dennis L. Mikkelson, a director, for general
consulting and for development and enhancement of the Company's computer
capabilities.
COMMISSIONS/CONSULTING FEES TO DIRECTOR. John R. Walter, a director,
received approximately $10,000 during each of fiscal 1997 and 1996 as
commissions for the sale to the Company of various investment and insurance
products. In addition, Mr. Walter received $30,000 during each of fiscal 1997
and 1996 for consulting services related to Oxboro Outdoors, Inc. Mr. Walter is
no longer serving as a consultant to the Company or Oxboro Outdoors, Inc.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 31, 1997
(or, for information based on a Schedule 13D filing, the date thereof) derived
from the Company's records or provided by the holders with respect to the stock
ownership of all persons known by the Company to be beneficial owners of more
than five percent of its outstanding Common Stock, all directors and nominees to
become directors, all Named Executive Officers (as defined herein), and all
officers and directors of the Company as a group.
6
<PAGE>
Except where otherwise indicated, all persons have sole voting power and sole
investment power with respect to the shares indicated:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- --------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
Larry A. Rasmusson ............................................ 440,503(1) 17.6
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304
Keith A. Olson ................................................ 240,000 10.5
2531 West 90th Street
Bloomington, Minnesota 55431
Employee Stock Ownership Plan ................................. 214,923(2) 9.4
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304
CMM Properties, LLC ........................................... 101,175(3) 4.4
1730 S. College Avenue
Fort Collins, Colorado 80525
Kenneth Brimmer ............................................... 80,000(4) 3.5
720 South Fifth Street
Hopkins, Minnesota 55343
Harley Haase................................................... 57,274(5) 2.5
Dennis L. Mikkelson............................................ 40,000(6) 1.7
John R. Walter................................................. 40,000(6) 1.7
All officers and directors as a group (3 persons).............. 520,503(7) 20.2
</TABLE>
- ------------------------
(1) Includes 220,364 shares that may be acquired upon exercise of currently
exercisable options and 10,869 shares allocated to Mr. Rasmusson under the
Employee Stock Ownership Plan (ESOP) (of which 6,521 shares have vested).
(2) Larry Rasmusson, trustee of the Employee Stock Ownership Plan, disclaims
beneficial ownership of shares owned by the Plan. Each participant in the
Plan has voting rights with regard to shares allocated to his or her account
in which the participant has vested. As of September 30, 1997, 85,473 shares
have been allocated to participants, of which 75,327 shares have vested. See
"Executive Compensation--Employee Stock Ownership Plan."
(3) Information based on Schedule 13D dated December 16, 1997. CMM Properties,
LLC states that under some interpretations of Rule 13d-3(b) of the
Securities Exchange Act of 1934 it may be deemed to be the beneficial owner
of 80,000 shares held by Kenneth Brimmer.
(4) Information based on Schedule 13D dated December 16, 1997. Mr. Brimmer
states that under some interpretations of Rule 13d-3(b) of the Securities
Exchange Act of 1934 he may be deemed to be the beneficial owner of 101,175
shares held by CMM Properties, LLC. Of the 80,000 shares reported, Mr.
Brimmer has shared voting and dispositive power as to 20,000 shares.
(5) Includes 28,274 shares allocated to Mr. Haase under the ESOP; all of such
shares have vested.
(6) Includes 40,000 shares that may be acquired upon exercise of currently
exercisable options.
(7) Includes 300,364 shares that may be acquired upon exercise of currently
exercisable options and 10,869 shares allocated under the ESOP.
7
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PURCHASE OF SHARES BY OFFICER
Effective January 25, 1994, Harley Haase, a former officer and director of
the Company, exercised an option to purchase 90,000 shares of the Company's
Common Stock for an aggregate purchase price of $168,750. The purchase price was
paid by delivery of $8,750 in cash and a promissory note in the principal amount
of $160,000. The note provided that the principal be paid in five equal annual
installments, commencing in January 1995, together with all interest accrued and
unpaid as of the date of payment, and that interest be accrued at an annual rate
equal to the stated Applicable Federal Rate as in effect from time to time, each
change in the interest rate to become effective on the day the corresponding
change in the Federal rate becomes effective. Such rate was 6.38% as of
September 30, 1996. Mr. Haase pledged 70,200 shares of Common Stock previously
owned by him as security for the note. In connection with Mr. Haase's
termination of employment, $89,940 in principal and interest was paid effective
June 13, 1997 by the surrender by Mr. Haase of 70,200 shares of Common Stock in
full satisfaction of the note.
LIMITED PARTNERSHIP: PROJECT HEART
In fiscal 1991, the Company invested $142,000 cash for a 30% limited
partnership interest in the Project Heart Limited Partnership, a Minnesota
limited partnership (the "Limited Partnership"). The Limited Partnership was
formed to pursue the development of a device to be used in connection with organ
transplants and organ transportation.
The general partner of the Limited Partnership was LexTen, Inc., a Minnesota
corporation, of which Larry Rasmusson is the sole shareholder. LexTen held a
67.7% interest in the Limited Partnership. Larry Rasmusson is an officer and a
director of the Company and also is deemed to be the beneficial owner of
approximately 17.6% of the Common Stock of the Company. Harley Haase, then
president and a director of the Company, purchased a 1.2% limited partnership
interest in the Limited Partnership for $10,000 cash.
In conjunction with the Limited Partnership, the Company entered into a
stock award agreement (the "Stock Award Agreement") with Larry Rasmusson,
pursuant to which the Company issued to Mr. Rasmusson 383,500 shares of its
Common Stock, held in an escrow account. These shares were to be released to Mr.
Rasmusson in various installments upon the reaching of defined milestones set
forth in the Stock Award Agreement. The Stock Award Agreement was amended by the
Board of Directors for the Company effective October 31, 1995 to extend the term
of the agreement from October 31, 1995 to October 31, 1998 in consideration of
Mr. Rasmusson's waiving, on his own behalf and on behalf of LexTen, Inc., the
right to receive any cash distribution from the Limited Partnership. Until the
termination of the Stock Award Agreement, Mr. Rasmusson was entitled to vote the
escrowed stock, including all shares not yet awarded to Mr. Rasmusson because
the milestones had not been reached.
Effective September 30, 1997, the Limited Partnership was dissolved, all
remaining cash was distributed to the limited partners, and the shares subject
to the Stock Award Agreement were forfeited and returned to the Company. The
rights to the device, still in the conceptual stage, were transferred to LexTen,
Inc. Neither LexTen, Inc. nor Mr. Rasmusson received any cash as part of the
dissolution.
8
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
<TABLE>
<S> <C> <C>
OXBORO MEDICAL INTERNATIONAL, INC.
Dated: January 28, 1998 By: /s/ LARRY A. RASMUSSON
-----------------------------------------
Larry A. Rasmusson
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
</TABLE>
9
