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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 x 300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 4, 2000
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule
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 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).
Page 1 of 7 pages
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CUSIP No. 834445 40 5 13D PAGE 2 OF 7 PAGES
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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 ITEM 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 518,525
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER 500
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 518,525
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 500
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,025
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12 CHECK BOX 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) 7.3%
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14 TYPE OF REPORTING PERSON (See Instructions) IN
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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 business 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 and
which is developing the CorRestore(TM) patch.
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 the grant and vesting of stock
options to Bruce J. Barrett by the Company. The options were granted by the
Company to Mr. Barrett.
ITEM 4. PURPOSE OF TRANSACTION.
The options were granted to Bruce J. Barrett under the Company's stock
option 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 (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
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CUSIP No. 834445 40 5
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 by him 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 and except that the Company has agreed to increase
the size of its Board of Directors and add CorRestore LLC's designee as a
director, if CorRestore LLC designates a person by June 2, 2001, (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 519,025 (1) 7.3% (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) 371,533 shares that Bruce J. Barrett has the right to acquire within 60
days of December 18, 2000 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 6,750,081 Common Shares reported as outstanding as of December
18, 2000 in the Company's Preliminary Proxy Statement in connection with the
2001 Annual Meeting of Shareholders.
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:
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CUSIP No. 834445 40 5
<TABLE>
<CAPTION>
Percent
Vested at
Date of Number of Exercise February 16, Number Vesting
Grant Shares Price 2001 Vested Schedule
------------------ ----------------- ------------------ ------------------ ----------------- ------------------
<S> <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 $4.75 100% 135,000 One-third a year
starting 4/24/98
4/2/98 180,000 $5.875 67% 120,000 One-third a year
starting 4/2/99
5/20/99 60,000 $3.56 33% 20,000 One-third a year
starting 5/20/00
2/16/00 40,000 $2.88 33% 13,333 One-third a year
starting 2/16/01
12/4/00 50,000 $1.97 0% 0 One-third a year
starting 12/4/01
Total 548,200 371,533
</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 695,692 Common Shares, or
9.5% 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.
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CUSIP No. 834445 40 5
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 October 5, 2000 (sixty days before the
December 4, 2000 option grant that increased Bruce J. Barrett's beneficial
ownership of Common Shares by more than one percent) was the grant of an option
to purchase 50,000 Common Shares to Bruce J. Barrett by the Company on December
4, 2000 (described in the table above).
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.
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CUSIP No. 834445 40 5
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.
7. Third Amendment to Somanetics Corporation 1997 Stock Option
Plan, incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1999.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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: December 18, 2000 /s/ BRUCE J. BARRETT
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Bruce J. Barrett
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