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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Oxboro Medical International, Inc..
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
691384 20 0
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(CUSIP Number)
Girard P. Miller, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-2467
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 5 Pages
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<TABLE>
<S><C>
- -------------------------------------------
CUSIP No. 691384 20 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Kenneth W. Brimmer
(FEIN Not required)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See instructions) 00 (Cash Reserves)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Brimmer is a citizen of the United States and a resident of the State of Minnesota.
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7 SOLE VOTING POWER
152,096
NUMBER OF -------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 80,000
BENEFICIALLY -------------------------------------------------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 152,096
REPORTING -------------------------------------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 80,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,096
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
(See instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
According to the transfer agent for the Issuer, there were 1,340,336
shares of Common Stock outstanding at December 3, 1999. Assuming this
number of shares outstanding as of the date of the events which
require the filing of this Amendment, the amount in Line 11 above
represents 16.8% of the Issuer's outstanding shares. The amount on
Line 11 includes recent purchases of 80,064 shares of Common Stock
and 40,032 warrants, each for purchase of one share of Common Stock,
on an as-if- converted basis.
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14 TYPE OF REPORTING PERSON (See instructions)
IN and 00 (IRA Account)
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</TABLE>
Page 2 of 5 Pages
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CUSIP No. 691384 20 0
Item 1. SECURITY AND ISSUER.
(a) Title of Class of Securities: Common Stock, $.01 par value
(the "Common Stock") and one-year Warrants, each immediately
exercisable for purchase of one share of Common Stock of the
Issuer (the "Warrants").
(b) Name of Issuer: Oxboro Medical International, Inc.
(c) Address of Issuer's Principal Executive Offices: 13828 Lincoln
Street, N.E., Ham Lake, MN 55304
Item 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Kenneth W. Brimmer (the "Reporting
Person"). This Schedule 13D also pertains to securities
beneficially owned for the benefit of Jaye M. Snyder, spouse
of Kenneth W. Brimmer, and such shares are included within the
references herein.
(b) Business Address: 720 South Fifth Street, Hopkins, Minnesota
55343
(c) Principal Occupation or Employment: Business Manager
(d) Conviction in a criminal proceeding during the last five
years: No
(e) Subject, during the last five years, to a judgment, decree or
final order enjoining securities laws violations: No
(f) Citizenship: Mr. Brimmer is a citizen of the United States and
a resident of Minnesota.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cash reserves.
Item 4. PURPOSE OF TRANSACTION.
As reported in Item 5(c) below, the Reporting Person acquired an
aggregate 80,604 shares of Common Stock and 40,032 Warrants for
purchase of Common Stock of the Issuer as of November 30, 1999. The
acquisitions were effected by the exercise of an oversubscription
privilege and rights to purchase to which the Reporting Person was
entitled pursuant to a Rights Offering and Oversubscription Privilege
described in the Issuer's registration statement on Form S-3 (the
"Rights Offering"). The Over- subscription Privilege entitled the
Reporting Person to exercise one or more rights, each for purchase of
two shares of Common Stock and a Warrant for purchase of one share of
Common Stock at a purchase price of $2.50. The Rights Offering became
effective on September 1, 1999 and concluded on November 30, 1999. The
acquisitions were made by the Reporting Person for investment purposes.
Page 3 of 5 Pages
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(a) On July 22, 1999, as described in the Issuer's registration
statement on Form S-3, the Reporting Person agreed to exercise
purchase rights in the Issuer's Rights Offering, to the extent
necessary to ensure the issuer satisfies the net tangible
asset requirement to continue to be listed on the Nasdaq
Smallcap Market.
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) Number and Percentage of Class beneficially owned:
Pursuant to the Rights Offering effected by the Issuer, the
Reporting Person purchased an aggregate 80,064 shares of
Common Stock and 40,032 Warrants for purchase of Common Stock
as of November 30, 1999. The 120,096 securities may be deemed
beneficially owned within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934 by the Reporting Person. As a
result the November acquisitions, the Reporting Person holds
an aggregate 236,096 securities of the Issuer, which
represents 16.8% of the 1,340,336 shares of the Issuer
reported by the Issuer's transfer agent as outstanding at
December 3, 1999.
(b) For information on voting and dispositive power with respect
to the above listed shares, see Items 5-8 of the cover page.
(c) Recent transactions in Common Stock:
The Reporting Person purchased shares of Common Stock and
Warrants of the Issuer as set forth below, as of November 30,
1999, and made such transactions pursuant to the
Oversubscription Privilege of the Rights Offering effected by
the Issuer. Pursuant to the terms of the Rights Offering and
for each share held at August 20, 1999, the Reporting Person
was entitled to purchase two shares of Common Stock and one
immediately exercisable Warrant for purchase of one share of
Common Stock, at a purchase price of $2.50. During the
Oversubscription phase of the Rights Offering from November 1
to November 30, 1999, the Reporting Person was entitled to the
same purchase rights at $2.50 per right, to the extent shares
of Common Stock and Warrants remained available for purchase:
<TABLE>
<CAPTION>
Total
No. of Shares No. of Warrants Purchase Price
------------- --------------- --------------
<S> <C> <C>
48,064 24,032 $60,080
16,000 8,000 20,000
16,000 8,000 20,000
</TABLE>
(d) Ability to Direct the Receipt of Dividends or the Proceeds of
Sale of Securities:
Not applicable.
(e) Last Date on Which Reporting Person Ceased to be a 5% Holder:
Not applicable.
Page 4 of 5 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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,
except that as described in the Issuer's Registration Statement on Form
S-3, the Reporting Person has agreed to exercise purchase rights in the
Issuer's Rights Offering, to the extent necessary to ensure that the
Issuer satisfies the net tangible asset requirement to continue to be
listed on the Nasdaq Smallcap Market. In addition, the Reporting Person
has an informal, unwritten, non-binding understanding with Gary W.
Copperud, (who is mentioned in Item 5 above and who also is filing a
Schedule 13(d)). Such understanding, to date, is to the effect that
each will try (but not necessarily beforehand) to keep the other
informed of any significant purchases or sales which such person makes,
and that each will share, with the other, information concerning the
Issuer, and requests for information addresses to the Issuer, which
might affect the valuation of their respective investments.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Registration Statement on Form S-3 as amended of Oxboro
Medical International, Inc. filed on July 22, 1999 is
incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 14, 1999.
/s/ Kenneth W. Brimmer
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Kenneth W. Brimmer
Page 5 of 5 Pages
