<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
---------
MARQUEST MEDICAL PRODUCTS, INC.
--------------------------------------------------------
(Name of Issuer)
No Par Value Common Stock
--------------------------------------------------------
(Title of Class of Securities)
571431105
--------------------------------------------------------
(CUSIP Number)
Robert P. Scherer, Jr., Scherer Healthcare, Inc.
2859 Paces Ferry Road, Suite 300
Atlanta, Georgia 30339
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 28, 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 /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosures provided in a prior cover page.
The information required on 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 11 Pages
----
<PAGE>
CUSIP No. 571431105 13D Page 2 of 11 Pages
--------- --- ----
- - - -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Scherer Healthcare, Inc. 59-0688813
- - - -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- - - -------------------------------------------------------------------------------
(3) SEC Use Only
- - - -------------------------------------------------------------------------------
(4) Source of Funds*
00
- - - -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- - - -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- - - -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power:
Beneficially Owned 13,791,192 shares, including
by Each Reporting (i) 7,211,192 shares owned directly
Person With by Scherer Healthcare, Inc., and (ii)
6,580,000 shares that Scherer Healthcare,
Inc., may acquire upon exercise of
warrants.
--------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power: Same as (7)
--------------------------------------------------
(10) Shared Dispositive
Power
- - - -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,995,905 shares, including the shares listed in (7) above plus (i)
2,061,856 shares owned directly by Scherer Capital, LLC and (ii)
2,142,857 shares that Scherer Capital LLC may acquire upon conversion
of convertible notes.
- - - -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- - - -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
78.6%
- - - -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- - - -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 571431105 13D Page 3 of 11 Pages
--------- --- ----
- - - -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Scherer Capital, LLC
- - - -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- - - -------------------------------------------------------------------------------
(3) SEC Use Only
- - - -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- - - -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- - - -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- - - -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power:
Beneficially Owned 4,204,713 shares, including
by Each Reporting (i) 2,061,856 shares owned directly
Person With by Scherer Capital, LLC and (ii)
2,142,857 shares that Scherer Capital,
LLC may acquire upon conversion of
convertible notes.
--------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power: Same as (7)
--------------------------------------------------
(10) Shared Dispositive
Power
- - - -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,995,905 shares, including the shares listed in (7) above plus (i)
7,211,192 shares owned directly by Scherer Healthcare, Inc. and (ii)
6,580,000 shares that Scherer Healthcare, Inc. may acquire upon
exercise of warrants.
- - - -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- - - -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
78.6%
- - - -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- - - -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 571431105 13D Page 4 of 11 Pages
--------- --- ----
- - - -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Robert P. Scherer, Jr.
- - - -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- - - -------------------------------------------------------------------------------
(3) SEC Use Only
- - - -------------------------------------------------------------------------------
(4) Source of Funds*
N/A
- - - -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- - - -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- - - -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power:
Beneficially Owned 17,995,905 shares, consisting of the
by Each Reporting shares owned or that may be aquired by
Person With Scherer Healthcare, Inc. and Scherer
Captial, LLC. Mr. Scherer, Jr. has an
option to purchase from Scherer Healthcare,
Inc. warrants to purchase 100,000 shares of
Issuer Common Stock
--------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power: Same as (7)
--------------------------------------------------
(10) Shared Dispositive
Power
- - - -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,995,905 shares, consisting of the shares owned or that may be aquired
by Scherer Healthcare, Inc. and Scherer Captial, LLC. Mr. Scherer, Jr.
has an option to purchase from Scherer Healthcare, Inc. warrants to
purchase 100,000 shares of Issuer Common Stock
- - - -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- - - -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
78.6%
- - - -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- - - -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 571431105 13D Page 5 of 11 Pages
--------- --- ----
- - - -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
William J. Thompson
- - - -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- - - -------------------------------------------------------------------------------
(3) SEC Use Only
- - - -------------------------------------------------------------------------------
(4) Source of Funds*
N/A
- - - -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- - - -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- - - -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power:
Beneficially Owned 13,891,192 shares, including (i)
by Each Reporting 100,000 shares that Mr. Thompson may
Person With acquire upon excercise of options and
(ii) 13,791,192 shares owned or that may
be acquired by Scherer Healthcare, Inc. Mr.
Thompson has an option to purchase from
Scherer Healthcare, Inc. warrants to
purchase 75,000 shares of Issuer Common
Stock
--------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power: Same as (7)
--------------------------------------------------
(10) Shared Dispositive
Power
- - - -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
13,891,192 shares, including (i) 100,000 shares that Mr. Thompson
may acquire upon exercise of options (ii) 13,791,192 shares owned or
that may be acquired by Scherer Healthcare, Inc. Mr. Thompson has an
option to purchase fro Scherer Healthcare, Inc. warrants to purchase
75,000 shares of Issuer Common Stock
- - - -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- - - -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
66.6%
- - - -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- - - -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
THIRD AMENDMENT TO STATEMENT OF INFORMATION
REQUIRED PURSUANT TO SECTION 13(d)(1) OR 14(d)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
SCHEDULE 13D -- AMENDMENT NO. 3
The following amendment to the statement of information is being filed by
Scherer Healthcare, Inc., Robert P. Scherer, Jr., William J. Thompson and
Scherer Capital, LLC pursuant to Regulation Section 240.13d-2 of the Rules
and Regulations of the Securities and Exchange Commission.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, no par value per share,
of Marquest Medical Products, Inc., a Colorado corporation (the "Issuer"),
whose principal office is located at 11039 East Lansing Circle, Englewood,
Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by (i) Scherer Healthcare, Inc. ("SHI"), a
Delaware corporation whose principal business and office address is 2859 Paces
Ferry Road, Suite 300, Atlanta, Georgia 30339 and whose principal business,
through its subsidiaries, is the manufacture and sale of healthcare products
and services, (ii) Scherer Capital, LLC ("Scherer LLC"), a limited
liability corporation incorporated under the laws of the State of Delaware
whose principal business and office address is 2859 Paces Ferry Road,
Suite 300, Atlanta, Georgia 30339 and which is a privately held investment
company, (iii) Robert P. Scherer, Jr., and (iv) William J. Thompson. Mr.
Scherer, Jr., through corporations and partnerships under his control, has a
controlling interest in Scherer LLC and SHI. Neither SHI nor Scherer LLC has,
during the last five years, (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been 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
judgement, 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.
Set forth below is certain information regarding each executive officer
and director of SHI and Scherer LLC. None of the individuals listed below
has, during the last five years, (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been 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
judgement, decree or final order enjoying future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Each person listed is a
citizen of the United States.
Page 6 of 11 Pages
<PAGE>
NAME AND
PRINCIPAL OCCUPATION BUSINESS ADDRESS
- - - -------------------- ----------------
Robert P. Scherer, Jr. 2859 Paces Ferry Road, Suite 300
CHAIRMAN OF THE BOARD Atlanta, Georgia 30339
AND CHIEF EXECUTIVE OFFICER
OF SHI [AND SCHERER LLC];
CHAIRMAN OF THE BOARD OF
THE ISSUER
William J. Thompson 11039 East Lansing Circle
PRESIDENT, CHIEF OPERATING OFFICER Englewood, Colorado 80112
AND A DIRECTOR OF SHI AND THE ISSUER
Amy M. Murphy 2859 Paces Ferry Road, Suite 300
VICE PRESIDENT AND SECRETARY OF SHI; Atlanta, Georgia 30339
EXECUTIVE VICE PRESIDENT AND
SECRETARY OF SCHERER LLC
Kenneth H. Robertson 855 S. Federal Highway
DIRECTOR OF SHI AND THE ISSUER; Boca Raton, Florida 33429
CHAIRMAN OF CONFERENCE-CALL USA,
INC. AND VICE PRESIDENT OF BUSINESS
DEVELOPMENT OF DIAL SERVICES, LTD.
Stephen A. Lukas, Sr. 50 N.W. 176th Street
DIRECTOR OF SHI AND THE ISSUER; Building 100
PRESIDENT, CHIEF EXECUTIVE OFFICER Miami, Florida 33169
AND DIRECTOR OF GOLDCAPS, INC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In April 1993, the Issuer granted to SHI Warrants to purchase 800,000
shares of Issuer Common Stock at an exercise price of $.75 per share. The
Warrants expire on March 31, 1999. The Issuer granted these Warrants as
consideration for SHI's agreement to lend to the Issuer up to $1.5 million.
On June 15, 1993, SHI purchased the Arterial Blood Gas ("ABG") product
line of the Issuer for $4.5 million and licensed the product line back to the
Issuer. SHI's purchase was made with funds from working capital. In
connection with this transaction, the Issuer granted to SHI Warrants to
purchase 4,250,000 shares of the Issuer's common Stock at $.75 per share.
Additionally, the Issuer issued to SHI $4.0 million aggregate principal amount
of the Issuer's 8% Convertible Notes (the "SHI Notes") and Warrants to purchase
1,530,000 shares of the Issuer's Common Stock in exchange for SHI's issuance
of 40,000 shares of Convertible Preferred Stock in connection with the
Issuer's exchange offer for its defaulted Swiss bonds. At the time of the
exchange offer, the issuer had outstanding, and was default under,
approximately $12,650,000 in principal and interest under the Swiss bonds.
In May 1994, SHI converted $2,500,000 aggregate principal amount of the
SHI Notes into 3,333,333 shares of the Issuer's Common Stock.
In March 1996, SHI and the Issuer entered into an agreement pursuant to
which SHI converted the outstanding principal balance on the SHI Notes
($1,851,600) and $486,571 in accrued but unpaid
Page 7 of 11 Pages
<PAGE>
interest on the Notes into 3,340,245 shares of the Issuer's Common stock at a
conversion price of $.70 per share. SHI also purchased, through the
cancellation of $376,330 in management fees owed to SHI by the Issuer,
537,614 shares of the Issuer's Common Stock for $.70 per share.
In March 1996, Scherer LLC purchased from the Issuer 2,061,856 shares of
the Issuer's Common Stock for an aggregate purchase price of $1.0 million
using funds from working capital. The issuer also signed a Loan and Security
Agreement with Scherer LLC, enabling the Issuer to borrow a maximum of
$1,500,000 at an interest rate of 1-1/2% over prime, adjusted quarterly. The
Notes are convertible at the option of Scherer LLC into shares of the
Issuer's Common Stock at a conversion price of $0.70 per share. As of
March 30, 1996, the Issuer had borrowed $700,000 under the Note Agreement in
order to repay a bridge loan from Scherer LLC.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions described above was to (i) refinance the
Issuer's outstanding indebtedness and improve its cash flows and (ii) provide
funding for the Issuer's working capital requirements.
As described in the initial filing of this Schedule 13D, SHI has
designated a majority of the directors of the Issuer and, as a result of the
conversion of the SHI Notes, will have the ability to elect all of the
directors of the Issuer and approve any matter requiring the approval of a
majority of the outstanding shares of the Issuer. Neither SHI nor Scherer LLC
presently contemplate or has any plans or proposals related to the items
listed in Item 4(a) through (j) of Schedule 13D. However, SHI and Scherer
LLC, as majority stockholders of the Issuer, will continually review and
evaluate the operations of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) SHI has beneficial ownership of an aggregate of 13,791,192 shares
of the Issuer's Common Stock, including (i) 7,211,192 shares owned
directly by SHI and (iii) 6,580,000 shares that may be issued upon
exercise of outstanding warrants to purchase Common Stock. SHI's
ownership represents 50.8% of the Issuer's Common Stock on a
primary basis and 66.4% on a fully diluted basis.
Scherer LLC owns directly 2,061,856 shares (14.5% of the
outstanding shares) of the Issuer's Common Stock. Scherer LLC also
owns beneficially shares of Common stock issuable upon conversion
of a Note pursuant to which the Issuer may borrow up to
$1.5 million. The Note is convertible at a conversion price of
$.70 per share of Issuer Common Stock. As a result, if the Issuer
borrows the full amount available under the Note, the Note will be
convertible into 2,142,857 shares of Issuer Common Stock. As of
March 30, 1996, Scherer LLC had loaned $700,000 to the Issuer which
would be convertible into 1,000,000 shares of Issuer Common Stock.
Page 8 of 11 Pages
<PAGE>
Other than as a result of stock ownership of SHI and Scherer LLC,
none of the directors and executive officers of SHI or Scherer LLC
beneficially own any shares of the Issuer's Common Stock except
that (i) Robert P. Scherer, Jr. has an option to purchase from
Scherer Healthcare, Inc. warrants to purchase 100,000 shares of
the Issuer's Common Stock; (ii) Stephen A. Lukas, Sr. and Kenneth
H. Robertson each has an option to purchase from Scherer
Healthcare, Inc. warrants to purchase 10,000 shares of the
Issuer's Common Stock; (iii) William J. Thompson has an option to
purchase from Scherer Healthcare, Inc. warrants to purchase 75,000
shares of the Issuer's Common Stock; and (iv) William J. Thompson
has been granted options to purchase 100,000 shares of the
Issuer's Common Stock. Each of the options to purchase warrants
has an exercise price of $.25 per warrant and expires on March 31,
2003.
(b) Each of SHI and Scherer LLC has sole voting power and sole power
to dispose of each of the shares of the Issuer's Common Stock that
it owns.
(c) As described under Item 3 above, on March 28, 1996, SHI converted
the outstanding principal balance, and the accrued but unpaid
interest on, the SHI Notes into an aggregate of 3,340,245 shares of
the Issuer's Common Stock. On that date SHI also purchased directly
from the Issuer, through the cancellation of $376,330 in
management fees owed by the Issuer to SHI, an additional 537,614
shares of the Issuer's Common Stock. The conversion price and the
exercise price for the Common Stock was $.70 per share. The
transaction was effected pursuant to an agreement between the
Issuer and SHI.
As described in Item 3 above, on March 29, 1996, Scherer LLC
purchased directly from the Issuer 2,061,856 shares of the
Issuer's Common stock for an aggregate purchase price of
$1.0 million ($.485 per share) pursuant to an agreement between
the Issuer and Scherer LLC. Scherer LLC also agreed to lend up
to $1.5 million pursuant to Notes convertible into Common Stock.
(d) No change.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None other than the Warrants and Convertible Notes described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Omnibus Agreement dated April 12, 1993, by and between the Issuer
and SHI (filed as an Exhibit to the initial Schedule 13D filed by
SHI and incorporated herein by reference)
(b) Subscription Agreement for Purchase of Common Stock between
Marquest Medical Products, Inc. and Scherer LLC dated March 29,
1996 (filed as an Exhibit to the Issuer's Current Report on
Form 8-K dated March 28, 1996 and incorporated herein by reference)
(c) Conversion Agreement dated March 28, 1996 between Marquest Medical
Products, Inc. and SHI (filed as an Exhibit to the Issuer's
Current Report on Form 8-K dated March 28, 1996 and incorporated
herein by reference)
Page 9 of 11 Pages
<PAGE>
(d) Loan and Security Agreement dated March 28, 1996 between Marquest
Medical Products, Inc. and Scherer LLC. (filed as an Exhibit to the
Issuer's Current Report on Form 8-K dated March 28, 1996 and is
incorporated herein by reference)
(e) Second Priority Deed of Trust, Security Agreement and Assignment of
Rents and Leases dated March 28, 1996 from Marquest Medical
Products, Inc. to the Public Trustee of Douglas County, Colorado
for the benefit of Scherer LLC (filed as an Exhibit to the
Issuer's Current Report on Form 8-K dated March 28, 1996 and is
incorporated herein by reference)
(f) Convertible Secured Note due April 1, 2001 (filed as an Exhibit to
the Issuer's Current Report on Form 8-K dated March 28, 1996 and is
incorporated herein by reference)
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.
Page 10 of 11 Pages
<PAGE>
Page 11 of 11 Pages
---- ----
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.
4/17/96
----------------------------------------
(Date
Scherer Healthcare, Inc.
/s/ Robert P. Scherer, Jr.
----------------------------------------
Robert P. Scherer, Jr.
Chairman and Chief
Executive Officer
Scherer Capital, LLC
/s/ Robert P. Scherer, Jr.
----------------------------------------
Robert P. Scherer, Jr.
Chairman and Chief
Executive Officer
/s/ Robert P. Scherer, Jr.
----------------------------------------
Robert P. Scherer, Jr.
/s/ William J. Thompson
---------------------------------------
William J. Thompson
