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SCHEDULE 13D
Initial Filing
North American Scientific, Inc.
Common Stock
Cusip #: 657 15D 10 0
Filing Fee: None
Cusip # 657 15D 10 0
Item 1: Reporting Person - Mentor Corporation - Tax ID: 41-0950791
Item 4: WC
Item 6: State of Minnesota
Item 7: 250,000
Item 8: None
Item 9: 250,000
Item 10: None
Item 11: 250,000
Item 13: 7.5%
Item 14: CO
Item 1. Security and Issuer
This statement relates to shares of the Common Stock of North
American Scientific, Inc., a Delaware corporation (the "Company"),
having a CUSIP number of 657 15D 10 0. The principal executive
offices of the Company are located at 7435 Greenbush Avenue, North
Hollywood, CA 91605.
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
On June 17, 1997, Mentor purchased 250,000 shares of Common
Stock for cash consideration of $1,000,000.00 ($4.00 per Share).
These Shares were issued pursuant to a Stock Purchase Agreement,
signed in conjunction with an Exclusive Marketing and Distribution
Agreement. The Common Stock is "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 Stock Purchase Agreement also calls for an additional
investment by Mentor through the purchase of 333,334 shares of Series
A Convertible Preferred Stock for cash consideration of $2,000,000.00
($6.00 per share) upon the completion of certain milestones by the
Company. The Series A Convertible Preferred Stock is convertible into
shares of Common Stock on a one to one basis. The Preferred Stock
carries a dividend of eight (8) percent per annum, and can be
repurchased by the Company at any time prior to conversion for $6.00
per share plus accrued dividends. Mentor expects to pay for the
Preferred Stock from its own working capital.
Item 4. Purpose of Transaction
The purpose of Mentor in purchasing Shares is to initiate an
equity interest in the Company and to support the Exclusive Marketing
and Distribution Agreement, under which Mentor will distribute
certain of the Company's products. Mentor intends to maintain the
equity position in the Company during the term of the Distribution
Agreement, so long as there is a mutually beneficial relationship
between the two companies.
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, except as
it relates to the Series A Convertible Preferred Stock, (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 250,000 Shares, or approximately
7.5% of the outstanding shares of the Company. Upon issuance, if
consummated, of the Series A Convertible Preferred Stock, Mentor
would beneficially own 583,334 Shares, or approximately 16.0%.
(b) Mentor has the sole power to vote, direct the vote, and
dispose of the Shares.
(c) Except as stated in Item 3 above, 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.
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.
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: June 30, 1997 By: /s/ GARY E. MISTLIN
Gary E. Mistlin
Vice President of Finance/
Treasurer
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
NAME EMPLOYED BY PRINCIPAL OCCUPATION
Eugene G. Glover Self-employed Private investor
Walter W. Faster General Mills, Inc. VP, Corporate Growth and
PO Box 1113 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
5200 Wilson Road
Suite 203
Edina, MN 55424
OFFICERS
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 and VP, Finance/Treasurer
CFO and CFO
Dennis E. Condon President, Mentor H/S President, Mentor H/S
William M. Freeman President, Mentor President, Mentor
Ophthalmics Ophthalmics
Karen H. Edwards VP, Regulatory Affairs and VP, Regulatory Affairs
Quality Assurance and Quality Assurance
Bobby Purkait VP, Research & Development VP, Research &
Development
