SCHEDULE 13D
Amendment No. 1
Rehabilicare, Inc.
Common Stock
Cusip #: 584560106
Filing Fee: No
<PAGE>
Cusip # 584560106
Item 1: Reporting Person - Mentor Corporation - Tax ID: 41-0950791
Item 4: WC
Item 6: State of Minnesota
Item 7: 314,500
Item 8: None
Item 9: 314,500
Item 10: None
Item 11: 314,500
Item 13: 6.8%
Item 14: CO
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of the Common Stock, $0.10 par value (the
"Shares") of Medical Devices, Inc., a Minnesota corporation (the "Company"),
having a CUSIP number of 584560 10 6. The principal executive offices of the
Company are located at 833 Third Street SW, St. Paul, MN 55112. In July 1994,
the Company changed its name to Rehabilicare, Inc.
Item 2. Identity and Background
This statement is being filed by Mentor Corporation, a Minnesota
corporation ("Mentor"). Mentor is a manufacturer and marketer of medical
products. The principal offices of Mentor are located at 5425 Hollister Avenue,
Santa Barbara, CA 93111.
The name, residence or business address, principal occupation or employment
and citizenship of the executive officers and directors of Mentor are set forth
in Schedule A hereto.
Within the last five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof 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
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
In 1987, the Mentor acquired 300,000 Shares as partial consideration for
the sale of its transcutaneous nerve stimulator product line and related assets
to the Company.
On November 23, 1992, Mentor purchased 125,000 Units for cash consideration
of $75,000.00 ($0.60 per Unit). Each unit represents one Share, plus a warrant
to purchase an additional one-half Share (together, the "Units"). The purchase
price of the additional one-half share which is subject to the warrants is $1.00
per share. These Units were issued pursuant to a Private Placement of 840,000
Units. The Units and the Common Stock and warrants comprising the Units are
"Restricted Securities" for purposes of federal and state securities laws.
Mentor used its own working capital funds in making such purchase and no part of
the purchase price is represented by borrowed funds. The warrants were called by
the Company in 1993. Mentor exercised its warrants, purchasing the 62,500 Shares
at $1.00 per share for total consideration of $62,500. Mentor used its own
working capital funds in making such purchase.
Proceeds from Shares sold since 1992 are as follows (all of these shares
came from the 1987 transaction):
Date Shares Proceeds
9/12/94 83,000 $207,500
12/16/94 45,000 $112,500
5/30/95 45,000 $101,244
Total 173,000 $421,244
<PAGE>
Item 4. Purpose of Transaction
The purpose of Mentor in purchasing Shares is to maintain an equity
interest in the Company in pursuit of specified investment objectives
established by the Board of Directors of Mentor.
Mentor intends to review continuously the equity position in the Company.
Depending upon future evaluations of the business prospects of the Company,
including, but not limited to, general economic and business conditions and
stock market conditions, Mentor may determine to increase or decrease the equity
interest in the Company by acquiring additional Shares, or by disposing of all
or a portion of the Shares.
Mentor does not have any present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change in the
Company's present Board of Directors or management, (iii) any material changes
in the Company's present capitalization or dividend policy or any other material
changes in the Company's business or corporate structure, (iv) any change in the
Company's charter or by-laws, or (v) the Company's Common Stock becoming
eligible for termination of its registration pursuant to Section 12(g)(4) of the
1934 Act.
Item 5. Interest in Securities of Issuer
(a) Mentor beneficially owns 314,500 Shares, or approximately 6.8% of the
outstanding shares of the Company.
(b) Mentor has the sole power to vote, direct the vote, and dispose of the
Shares.
(c) Except as stated in Item 3 above and with respects to Mr. Gette below,
neither Mentor nor, to the best knowledge of Mentor, any of the persons named in
Schedule A hereto, effected any transactions in shares during the past sixty
(60) days.
Mr. Anthony Gette, President of Mentor Corporation, also purchased
Units in the Private Placement, for his own investment account. On November 23,
1992, Mr. Gette purchased 42,000 Units for cash consideration of $25,000 ($0.60
per Unit). Mr. Gette used his own personal funds in making such purchase and no
part of the purchase price is represented by borrowed funds. The warrants were
called by the Company in 1993. Mr. Gette exercised his warrants, purchasing
21,000 Shares at $1.00 per share for total consideration of $21,000. On June 30,
1995, Mr. Gette exercised a stock option for 2,500 Shares, at the option price
of $1.62 per Share, for a total consideration of $4,050. Mr. Gette used his own
personal funds in making such purchases and no part of the purchase price is
represented by borrowed funds.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Neither Mentor nor any of the persons named in Schedule A hereto has any
joint venture, finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
Not Applicable.
<PAGE>
This statement speaks as of its date, and no inference should be drawn that
no change has occurred in the facts set forth herein after the date hereof.
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.
Mentor Corporation
Date: July 13, 1995 By: /s/ GARY E. MISTLIN
Gary E. Mistlin
Vice President of Finance/
Treasurer
<PAGE>
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and director of Mentor are set forth below. Unless otherwise noted, the
business address of each person is 5425 Hollister Ave., Santa Barbara, CA 93111.
The address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed below
are U.S. citizens.
Board of Directors
<TABLE>
<CAPTION>
EMPLOYED PRINCIPAL
NAME BY OCCUPATION
<S> <C> <C>
Eugene G. Glover Self employed Private investor
Walter W. Faster General Mills, Inc. VP, Corporate Growth
PO Box 1113 and Development
9200 Wayzata Blvd.
Minneapolis, MN 55440
Michael Nakonechny NAK Associates Corp. President
1667 N. Forge Mountain Dr.
Valley View, PA 19481
Byron G. Shaffer Self employed Private investor
5200 Wilson Road
Suite 203
Edina, MN 55424
Dr. Richard W. Young Self employed Private investor
Bay State Milling Co.
100 Congress St.
Quincy, MA 02169
</TABLE>
Officers
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL
NAME MENTOR OCCUPATION
<S> <C> <C>
Christopher J. Conway Director Chairman and CEO
Chairman and Ceo
Anthony R. Gette Director President and COO
President and COO
Gary E. Mistlin VP Finance/Treasurer VP Finance/Treasurer
and CFO and CFO
Dennis E. Condon President, Mentor H/S President, Mentor H/S
William M. Freeman President, Mentor O&O President, Mentor O&O
Karen H. Edwards VP Regulatory Affairs VP Regulatory Affairs
& Quality Assurance & Quality Assurance
Bobby Purkait VP Research & VP Research &
Development Development
</TABLE>
