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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Somanetics Corporation
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(Name of Issuer)
Common Shares, par value $0.01 per share
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(Title of Class of Securities)
834445 40 5
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(CUSIP Number)
Bruce J. Barrett
Somanetics Corporation
1653 East Maple Road
Troy, Michigan 48083-4208
(248) 689-3050 x300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. | |
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 the
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 7 pages
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CUSIP No. 834445 40 5
<TABLE>
<S><C>
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)...............................Bruce J. Barrett
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................................................................| |
(b)....................................................................................................| |
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3. SEC Use Only..............................................................................................
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4. Source of Funds (See Instructions)......................................................................PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)....................| |
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6. Citizenship or Place of Organization..............................................United States of America
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7. Sole Voting Power.......................................................380,192
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Number of 8. Shared Voting Power.........................................................500
Shares Bene-
ficially ----------------------------------------------------------------------------------------
Owned by Each 9. Sole Dispositive Power..................................................380,192
Reporting
Person With: ----------------------------------------------------------------------------------------
10. Shared Dispositive Power....................................................500
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11. Aggregate Amount Beneficially Owned by Each Reporting Person.......................................380,692
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)...................| |
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13. Percent of Class Represented by Amount in Row (11)....................................................6.1%
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14. Type of Reporting Person (See Instructions).............................................................IN
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</TABLE>
Page 2 of 7 pages
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CUSIP No. 834445 40 5
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is Common Shares, par value $0.01 per share ("Common Shares"), of
Somanetics Corporation, a Michigan corporation (the "Company"). The address of
the Company's principal executive offices is 1653 East Maple Road, Troy,
Michigan 48083-4208.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Bruce J. Barrett. Bruce J. Barrett's
and the Company's principal business and office address is 1653 East Maple Road,
Troy, Michigan 48083-4208. Bruce J. Barrett's present principal occupation or
employment is President and Chief Executive Officer and a director of Somanetics
Corporation, which develops, manufactures and markets the INVOS(R) Cerebral
Oximeter.
Bruce J. Barrett has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Bruce J. Barrett has not, during the last five years, 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 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.
Bruce J. Barrett is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement is being filed to report (1) that, on April 8, 1999,
Bruce J. Barrett purchased 94,000 Common Shares for an aggregate purchase price
of $141,000, and (2) the grant and vesting of stock options to Bruce J. Barrett
by the Company. The source of the funds used in making the purchase was the
personal funds of Bruce J. Barrett. The options were granted by the Company to
Mr. Barrett.
ITEM 4. PURPOSE OF TRANSACTION.
Bruce J. Barrett acquired Company Common Shares for investment purposes
and to increase his investment in the Company. The options were granted to Bruce
J. Barrett under the Company's stock option plans or independent of those plans
to secure for the Company the benefits of the additional incentive inherent in
the ownership of its Common Shares by Bruce J. Barrett, a key employee of the
Company, and to help the Company retain the services of Bruce J. Barrett and
compensate him for those services.
Bruce J. Barrett may, from time to time, acquire additional Common
Shares (1) by the exercise or additional vesting of his options, (2) by the
grant of additional options to him by the Company, (3) from time to time for
investment purposes if market conditions are favorable, or (4) any combination
of the foregoing. Bruce J. Barrett may also dispose of some of all of the
Company Common Shares that he beneficially owns, periodically, by public or
private sale
Page 3 of 7 pages
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CUSIP No. 834445 40 5
(registered or unregistered and with or without the simultaneous sale of
newly-issued Common Shares by the Company), gift, pledge, expiration of options
or otherwise, including, without limitation, sales of Common Shares by Bruce J.
Barrett pursuant to Rule 144 under the Securities Act of 1933, as amended, or
otherwise. Bruce J. Barrett reserves the right not to acquire Common Shares or
not to dispose of all or part of such Common Shares if he determines such
acquisition or disposal is not in his best interests at that time.
Other than as described above, Bruce J. Barrett does not have any
current plans or proposals which relate to, or would result in, (a) any
acquisition or disposition of securities of the Company, (b) any extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (c) any sale or transfer of a
material amount of assets of the Company or any of its subsidiaries, (d) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board, except that, from time to time, the Company
might add additional directors if it finds qualified candidates willing to
serve, (e) any material change in the Company's present capitalization or
dividend policy, except that, from time to time, the Company might raise
additional capital based on its needs, (f) any other material change in the
Company's business or corporate structure, (g) any changes in the Company's
Articles of Incorporation or Bylaws or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of the Company's equity
securities becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action
similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The number and percentage of Common Shares beneficially owned by Bruce
J. Barrett as of November 24, 1999 are as follows:
<TABLE>
<CAPTION>
Number Percent
------ -------
<S> <C> <C>
Bruce J. Barrett 380,692 (1) 6.1% (2)
</TABLE>
(1) The shares shown above as beneficially owned by Bruce J. Barrett consist of
(1) 146,992 shares owned by Bruce J. Barrett, (2) 500 shares owned by his wife,
and (3) 233,200 shares that Bruce J. Barrett has the right to acquire within 60
days of November 24, 1999 pursuant to the exercise of options granted to him
under the Company's stock option plans or independent of those plans, as more
specifically described below (the "Option Shares").
(2) Based on the 6,035,597 Common Shares reported as outstanding as of September
27, 1999 in the Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1999.
Bruce J. Barrett has been granted the following options to purchase
Common Shares under the Company's stock option plans or independent of those
plans:
Page 4 of 7 pages
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CUSIP No. 834445 40 5
<TABLE>
<CAPTION>
Percent
Vested at
Date of Number of Exercise November 24, Number Vesting
Grant Shares Price 1999 Vested Schedule
- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
<C> <C> <C> <C> <C> <C>
5/16/94 25,000 $10.00 100% 25,000 One-third a year
starting 5/16/94
7/21/94 10,000 $12.50 100% 10,000 100% at 8/2/95
9/27/94 5,000 $8.4375 100% 5,000 One-third a year
starting 9/27/94
12/22/95 16,500 $13.125 100% 16,500 One-quarter a year
starting 3/13/96
1/5/96 26,700 $5.625 100% 26,700 50% on 6/5/96;
25% 6/5/97 and 98
4/24/97 135,000 $4.75 67% 90,000 One-third a year
starting 4/24/98
4/2/98 180,000 $5.875 33% 60,000 One-third a year
starting 4/2/99
5/20/99 60,000 $3.56 0% 0 One-third a year
starting 5/20/00
Total 458,200 233,200
</TABLE>
The vesting of the unvested options described above will increase Bruce
J. Barrett's beneficial ownership of Common Shares. If the above options were
fully vested, Bruce J. Barrett would beneficially own 605,692 Common Shares, or
9.1% of the outstanding Common Shares.
Bruce J. Barrett has sole voting and investment power over the Common
Shares listed above as owned by Bruce J. Barrett, except that he shares voting
and investment power over the 500 Common Shares owned by his wife, Kristy Hull
Barrett ("Mrs. Barrett"). Bruce J. Barrett disclaims beneficial ownership of the
shares owned by Mrs. Barrett. Mrs. Barrett's principal address is One Abbott
Park, Abbott Park, Illinois. Mrs. Barrett's present principal occupation or
employment is Integrated Systems Executive, Abbott Laboratories, Inc., a
diversified health care company.
Mrs. Barrett has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). Mrs.
Barrett has not, during the last five years, 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 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. Mrs. Barrett is a citizen of the United States of America.
Other than the vesting of options granted to Bruce J. Barrett, as
described above, the only transaction in the Company's Common Shares effected by
Bruce J. Barrett or Mrs. Barrett since February 7, 1999 (sixty days before the
purchase that increased Bruce J. Barrett's beneficial
Page 5 of 7 pages
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CUSIP No. 834445 40 5
ownership of Common Shares to more than five percent) was Bruce J. Barrett's
purchase of 94,000 Common Shares on April 8, 1999 for $1.50 a share in an open
market transaction.
No person (other than Mrs. Barrett with respect to the 500 Common
Shares she owns) is known to have the right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from the sale of, the Common
Shares beneficially owned by Bruce J. Barrett.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The options granted to Bruce J. Barrett are described in Item 5 and are
subject to the terms of Stock Option Agreements between Bruce J. Barrett and the
Company, and, with respect to options granted under stock option plans, the
terms of those plans. The options are not transferable other than by will or the
laws of descent and distribution. Copies of the Company's stock option plans and
forms of option agreements for options granted independent of the Company's
stock option plans are filed as exhibits to the Company's periodic reports under
the Securities Exchange Act of 1934, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Somanetics Corporation Amended and Restated 1991 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.5
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1991.
2. Fourth Amendment to Somanetics Corporation 1991 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.7
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1992.
3. Amended and Restated Fifth Amendment to Somanetics Corporation
1991 Incentive Stock Option Plan, incorporated by reference to
Exhibit 10.10 to the Company's Annual Report on Form 10-K for
the fiscal year ended November 30, 1995.
4. Somanetics Corporation 1997 Stock Option Plan, incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1996.
5. First Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997.
6. Second Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998.
Page 6 of 7 pages
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CUSIP No. 834445 40 5
7. Stock Option Agreement, dated May 16, 1994, between Somanetics
Corporation and Bruce J. Barrett, incorporated by reference to
Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q
for the quarter ended August 31, 1994.
8. Stock Option Agreement, dated July 21, 1994, between
Somanetics Corporation and Bruce J. Barrett, incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 31, 1994.
9. Form of Stock Option Agreement, dated December 22, 1995,
between Somanetics Corporation and various officers,
incorporated by reference to Exhibit 10.30 to the Company's
Annual Report on Form 10-K for the fiscal year ended November
30, 1995.
10. Form of Stock Option Agreement, dated January 5, 1996, between
Somanetics Corporation and two officers, incorporated by
reference to Exhibit 10.32 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1995.
11. Form of Stock Option Agreement, dated April 24, 1997, between
Somanetics Corporation and twenty-three employees,
incorporated by reference to Exhibit 10.32 to the Company's
Registration Statement on Form S-1 (file no. 333-25275), filed
with the Securities and Exchange Commission on May 30, 1997.
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.
Dated: November 24, 1999 /s/ Bruce J. Barrett
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Bruce J. Barrett
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