SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMPUMED, INC.
--------------
(Name of Issuer)
Common Stock, Par Value $0.01
------------------------------
(Title of Class of Securities)
204914402
-------------------------------------
(CUSIP Number of Class of Securities)
Lawrence A. Bowman
Spinnaker Technology Fund, L.P.
c/o Soundview Asset Management
22 Gatehouse Road
Stamford, Connecticut 06092
(203) 462-7250
---------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
David P. Falck, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
August 11, 1995
-----------------------------------
(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 which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3)
or (4), check the following box: |_|
Check the following box if a fee is being paid with this
Statement: |X|
Exhibit Index on Page 13
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13D
----------------------------------
CUSIP NO. 204914402
----------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spinnaker Technology Fund, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
550,000
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
550,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
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Page 2 of 14 Pages
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SCHEDULE 13D
----------------------------------
CUSIP NO. 204914402
----------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Soundview Asset Management, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
550,000
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
550,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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Page 3 of 14 Pages
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SCHEDULE 13D
----------------------------------
CUSIP NO. 204914402
----------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence A. Bowman
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
45,000
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 550,000
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
45,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
550,000
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 4 of 14 Pages
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Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement relates
is the common stock, $.01 par value per share (the "Common Stock"), of Compumed,
Inc., a Delaware corporation (the "Company"), which has its principal executive
offices at 1230 Rosecrans Avenue, Manhattan Beach, California 90266.
Item 2. Identity and Background.
-----------------------
This Statement is being filed in connection with the Common
Stock beneficially held by Spinnaker Technology Fund, L.P., a Delaware limited
partnership ("Spinnaker") and Lawrence A. Bowman. Spinnaker and Mr. Bowman
conduct their principal business and maintain their principal office at 22
Gatehouse Road, Stamford, Connecticut 06902.
The sole general partner of Spinnaker is Soundview Asset
Management, Inc., a Delaware corporation ("Soundview"), which conducts its
principal business and maintains its principal office at 22 Gatehouse Road,
Stamford, Connecticut 06902. All business of Spinnaker is conducted under the
complete and exclusive control of Soundview. Mr. Bowman is the portfolio manager
of Spinnaker and the President and a member of the Board of Directors of
Soundview. Mr. Bowman also owns 20% of Soundview. Mr. Bowman is a U.S. citizen.
(Spinnaker, Soundview and Mr. Bowman are sometimes hereinafter referred to as
the "Filers").
Spinnaker was formed in 1994 for the principal business of
providing an investment vehicle for institutional and other sophisticated
investors to acquire equity interests in companies with significant potential
for long-term growth in value in the technology industry. Soundview was formed
in 1994 for the principal business of serving as the general partner and manager
of various investment funds and portfolios. Mr. Bowman, as portfolio manager of
Spinnaker, makes all of the investment decisions for Spinnaker.
The name, business address, present principal occupation or
employment of each executive officer and director of Soundview is set forth in
Schedule I hereto, which is incorporated herein by reference. Each of the
individuals listed in Schedule I hereto are U.S. citizens.
During the past five years, none of the Filers nor any of the
executive officers or directors of the Filers (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) was a party to a civil proceeding of a judicial or administrative
Page 5 of 14 Pages
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body of competent jurisdiction and, as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The funds used by Spinnaker to pay for its interest in the
Common Stock, in the amount of $2,337,500 for 550,000 shares of Common Stock at
a purchase price of $4.25 per share, were obtained from the capital
contributions made by its partners. The funds used by Mr. Bowman to pay for his
interest in the Common Stock, in the amount of $191,250 for 45,000 shares of
Common Stock at a purchase price of $4.25 per share, were from his personal
funds.
Item 4. Purpose of Transaction.
----------------------
The Filers have acquired the Common Stock for investment
purposes. None of the Filers has any intention of acquiring control over the
Company; however, if Spinnaker, Soundview or Mr. Bowman believe that further
investment in the Company is attractive, whether because of the market price of
the Common Stock or otherwise, they may acquire additional shares of Common
Stock. Similarly, depending upon market and other factors, the Filers may
determine to dispose of the Common Stock. Except as disclosed above, the Filers
do not have any plans or proposals of the type set forth in Paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b) The number of shares of Common Stock issued and
outstanding and the percentage calculations resulting therefrom in this Item 5
are based on information received from the Company. According to the Company, as
of August 9, 1995, there were 6,886,556 shares1 of Common Stock issued and
outstanding. After giving effect to the issuance and sale by way of a private
placement under Section 4(2) and Regulation D of the Securities Act of 1933 of
1,236,000 shares of Common Stock on August 11, 1995, including those
--------------
1. According to the Company, this amount does not include an aggregate of
approximately 3,200,000 shares of Common Stock reserved for issuance upon the
exercise of outstanding options and warrants and the conversion of outstanding
convertible preferred stock.
Page 6 of 14 Pages
<PAGE>
shares purchased by Spinnaker and Mr. Bowman, there are 8,122,556 issued and
outstanding shares of Common Stock.
Spinnaker beneficially owns 550,000 shares of Common Stock,
representing approximately 6.7% of the Common Stock issued and outstanding.
Spinnaker has sole voting and dispositive power with respect to all Common Stock
owned by it, which power is exercised by its General Partner, Soundview.
Soundview may be deemed to beneficially own all the shares of
Common Stock owned by Spinnaker by virtue of its status as sole general partner
of Spinnaker. Such deemed beneficial ownership would total 550,000 shares,
representing approximately 6.7% of the Common Stock issued and outstanding.
Soundview may be deemed in its capacity as general partner of Spinnaker to share
the voting power and the power to direct the disposition of the shares of Common
Stock owned by Spinnaker. Soundview disclaims beneficial ownership of such
shares.
Mr. Bowman beneficially owns 45,000 shares of Common Stock,
representing approximately 0.6% of the Common Stock issued and outstanding. Mr.
Bowman has sole voting and dispositive power with respect to all Common Stock
owned by him. In addition, Mr. Bowman may be deemed to beneficially own all the
shares of Common Stock owned by Spinnaker by virtue of his status as President
of Soundview, the sole general partner of Spinnaker. Such actual and deemed
beneficial ownership by Mr. Bowman would total 595,000 shares, representing
approximately 7.3% of the Common Stock issued and outstanding. Mr. Bowman may be
deemed in his capacity as President of Soundview to share the voting power and
the power to direct the disposition of the shares of Common Stock owned by
Spinnaker. Mr. Bowman disclaims beneficial ownership of the shares owned by
Spinnaker.
(c) Except as set forth above, none of the Filers has effected
any transactions in shares of Common Stock during the past 60 days.
(d) To the best knowledge of the Filers, no person other than
the Filers has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from, the sale of shares of Common Stock.
(e) Not applicable.
Page 7 of 14 Pages
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Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships With Respect to Securities of the
-----------------------------------------------
Issuer.
------
Pursuant to the Stock Purchase Agreement, dated as of August
9, 1995 (the "Agreement") among the Company and the purchasers, including
Spinnaker and Mr. Bowman, named on the Schedule of Purchasers attached thereto
(the "Purchasers"), the Purchasers were granted registration rights with respect
to the Common Stock. Under the terms of the Agreement, the Company is required
to prepare and file a registration statement under the Securities Act of 1933,
as amended (the "Securities Act") covering the sale of Common Stock held by such
Purchasers, and use its best efforts to cause such registration statement to
become effective, subject to certain conditions. In addition, if the Company at
any time proposes to register any of its securities under the Securities Act,
(with certain exceptions), Spinnaker is entitled to require the Company to use
its best efforts to register for sale all or a designated portion of the Common
Stock held by Spinnaker. Finally, if at any time within 180 days from the date
of the Agreement, the Company proposes to effect the issuance to any other
person of any shares of Common Stock or any warrants, options or other
securities convertible into, exercisable for or containing rights to acquire any
shares of Common Stock at a purchase, conversion, exercise or acquisition price
equal to or less than $4.25 per share of Common Stock (as may be adjusted for
any stock splits, stock dividends or any similar events), the Company is
required to first offer such securities to the Purchasers so as to allow the
Purchasers to maintain their respective percentage interests in the Common Stock
outstanding prior to such issuance. Any such securities acquired by the
Purchasers shall have the benefit of the registration rights described above.
See Exhibit B.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A: Agreement pursuant to Rule 13d-1(f)(1).
Exhibit B: Stock Purchase Agreement between
Compumed, Inc. and the Purchasers named
on the Schedule of Purchasers attached
thereto, dated as of August 9, 1995
(incorporated by reference from Exhibit
No. 10 to the Company's Current Report on
Form 8-K dated August 9, 1995, File No.
0-14210).
Page 8 of 14 Pages
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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.
Date: August 18, 1995
SPINNAKER TECHNOLOGY FUND, L.P.
By: Soundview Asset Management, Inc.,
Its General Partner
By: /s/Lawrence A. Bowman
---------------------
Lawrence A. Bowman
President
Page 9 of 14 Pages
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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.
Date: August 18, 1995
SOUNDVIEW ASSET MANAGEMENT, INC.
By: /s/Lawrence A. Bowman
---------------------
Lawrence A. Bowman
President
Page 10 of 14 Pages
<PAGE>
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.
Date: August 18, 1995
/s/Lawrence A. Bowman
---------------------
Lawrence A. Bowman
Page 11 of 14 Pages
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SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
OF SOUNDVIEW ASSET MANAGEMENT, INC.
DIRECTORS AND EXECUTIVE OFFICERS:
The following table sets forth the name, business address and
present principal occupation or employment of each of the current directors and
executive officers of Soundview Asset Management, Inc. All business of Spinnaker
Technology Fund, L.P. is conducted under the complete and exclusive control of
Soundview Asset Management, Inc., its General Partner.
PRESENT PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- ----------------------------
Lawrence A. Bowman President and Director of
Soundview Asset Management, Inc. Soundview Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06092
Kerry Tyler Secretary and Treasurer of
Soundview Asset Management, Inc. Soundview Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06092
James B. Townsend Director of Soundview
Soundview Asset Management, Inc. Asset Management, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Russell D. Crabs Director of Soundview
Soundview Asset Management, Inc. Asset Management, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Page 12 of 14 Pages
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EXHIBIT INDEX
-------------
Exhibit Page
Number Documents Number
------- --------- ------
A Agreement pursuant to Rule 13d-1(f)(1) 14
B Stock Purchase Agreement between Compumed,
Inc. and the Purchasers named on the
Schedule of Purchasers attached thereto,
dated as of August 9, 1995 (incorporated
by reference from Exhibit 10 to the
Company's Current Report on Form 8-K,
dated August 9, 1995, File No. 0-14210).
Page 13 of 14 Pages
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Exhibit A
AGREEMENT
---------
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G
promulgated under the Securities Exchange Act of 1934, as amended, each of the
undersigned agrees that the Statement to which this Exhibit A is attached is
filed on its behalf.
Date: August 18, 1995
SPINNAKER TECHNOLOGY FUND,
L.P.
By: Soundview Asset
Management, Inc.,
Its General Partner
By: /s/ Lawrence A Bowman
----------------------
Lawrence A. Bowman
President
SOUNDVIEW ASSET MANAGEMENT,
INC.
By: /s/Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
/s/Lawrence A. Bowman
----------------------
Lawrence A. Bowman
Page 14 of 14 Pages
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