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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 Sections 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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CUSIP No. 691384 20 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
CMM Properties, LLC c/o Gary W. Copperud
(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 LEGARL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CMM Properties, LLC is a Limited Liability Company organized under
the laws of the State of Colorado
- ------------------------------ ------------------------------------------------
7 SOLE VOTING POWER
450,346
NUMBER OF -------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 450,346
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------ ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,346
- --------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions) /X/
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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 at Line 11 above
represents 31.9% of the Issuer's outstanding shares. The amount on
Line 11 includes recent purchases of 140,462 shares of Common Stock
and 70,231 warrants, each for purchase of one share of Common Stock,
on an as-if-converted basis.
- --------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
00 (Limited Liability Company)
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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 immediately
exercisable for purchase of Common Stock (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: CMM Properties, LLC
(the "Reporting Person")
c/o Gary W. Copperud
(b) Business Address: c/o Peak to Peak Financial, 1730 South
College Avenue, Box 20, Fort Collins, CO 80525
(c) Principal Occupation or Employment: Investments
(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: CMM Properties, LLC is a Colorado Limited
Liability Company.
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 140,462 shares of Common Stock and 70,231 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 satisfied 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 140,462 shares of
Common Stock and 70,231 Warrants for purchase of Common
Stock as of November 30, 1999. The 210,693 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 of the November acquisitions, the
Reporting Person holds an aggregate 450,346 securities of
the Issuer, which represents 31.9% of the total 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 Securities of the Issuer:
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>
140,462 70,231 $175,577.50
</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 Kenneth Brimmer, (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 11, 1999.
CMM PROPERTIES, LLC
By: /s/Gary W. Copperud
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Its: Manager
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Page 5 of 5 Pages
