SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
April 18, 1996
(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: |_|
Page 1 of 11 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
- ---------=----------------------------------------------------------------------
7. SOLE VOTING POWER
97,600
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
97,600
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
Page 2 of 11 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
97,600
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
97,600
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of 11 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 97,600
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
45,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
97,600
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 4 of 11 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 owned by Spinnaker Technology Fund, L.P., a Delaware limited
partnership ("Spinnaker"), and Lawrence A. Bowman, each which conducts their
principal business and maintains 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 President and a
member of the Board of Directors of SoundView. Mr. Bowman also owns 20% of
SoundView.
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 President of
SoundView, makes all of the investment decisions for Spinnaker and SoundView.
Mr. Bowman is a U.S. citizen. (Spinnaker, SoundView and Mr. Bowman are sometimes
hereinafter referred to as the "Filers").
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 body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final
Page 5 of 11 Pages
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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.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
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 disclosed by the Company. According to the Company's
registration statement on Form SB-2, as filed with the Securities and Exchange
Commission on March 5, 1996, as of February 20, 1996, there were 8,408,517
shares of Common Stock outstanding.
Currently, Spinnaker beneficially owns 97,600 shares of Common
Stock, representing approximately 1.2% of the Common Stock issued and
outstanding. Spinnaker has sole voting and dispositive power with respect to all
Common Stock owned by it. Currently, Mr. Bowman beneficially owns 45,000 shares
of Common Stock, representing approximately 0.5% of the Common Stock issued and
outstanding. Mr. Bowman has sole voting and dispositive power with respect to
all Common Stock owned by him.
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 97,600 shares,
representing approximately 1.2% 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 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 deemed beneficial
ownership would total 142,600 shares, representing approximately 1.7% of the
Common Stock issued and outstanding. Mr. Bowman may be deemed in his capacity as
President of SoundView to share the
Page 6 of 11 Pages
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voting power and the power to direct the disposition of the shares of Common
Stock owned by Spinnaker. Mr. Bowman disclaims all such beneficial ownership of
such shares.
(c) On April 18, 1996, Spinnaker disposed of 328,900 shares of
the Common Stock to close out short positions taken prior to April 17, 1996.
Since April 18, 1996, Spinnaker sold shares of Common Stock in open market
transactions on the NASDAQ Small Capitalization Market System, as follows:
Date of Sale No. of Shares Sale Price
(1996) Sold per Share
- ------------ ------------- -----------
April 23 25,000 $2.641
April 23 20,000 2.6875
April 24 11,000 2.625
April 24 5,000 2.5
April 25 12,500 2.59375
April 26 25,000 2.5437
April 29 122,600 2.475
(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) The Filers ceased to be the beneficial owners of more than
five percent of the Common Stock on April 18, 1996.
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 Company filed on March 5, 1996 a registration statement under the Securities
Act of 1933, as amended, in respect of the Common Stock held by the Filers. The
registration statement became effective in early April, 1996.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 7 of 11 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: April 30, 1996
SPINNAKER TECHNOLOGY FUND, L.P.
By: SoundView Asset Management, Inc.,
Its General Partner
By: /s/ Lawrence A. Bowman
-------------------------
Lawrence A. Bowman
President
Page 8 of 11 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: April 30, 1996
SOUNDVIEW ASSET MANAGEMENT, INC.
By: /s/ Lawrence A. Bowman
--------------------------
Lawrence A. Bowman
President
Page 9 of 11 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: April 30, 1996
/s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
Page 10 of 11 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 President of SoundView
SoundView Financial Group, Inc. Financial Group, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Russell D. Crabs Managing Director of SoundView
SoundView Financial Group, Inc. Financial Group, Inc.
22 Gatehouse Road
Stamford, Connecticut 06092
Page 11 of 11 Pages
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