SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIOSENSOR CORPORATION
(Name of Issuer)
Series A Preferred Stock $.10 par value
(Title of Class of Securities)
090661-10-9
(CUSIP Number)
Ronald G. Moyer
6 Woodcross Drive
Columbia, South Carolina 29212
(803) 407-3044
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1998
(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 [ ].
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Nishimoto-Sangyo Co., LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
SOLE VOTING POWER
15,000
8. SHARED VOTING POWER
- ----
9. SOLE DISPOSITIVE POWER
15,000
10. SHARED DISPOSITIVE POWER
- ----
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
This Schedule 13D is filed on behalf of Nishimoto Sangyo Co., LTD. (the
"Reporting Entity"), relative to the $ .10 par value Series A Preferred Stock
issued by Biosensor Corporation ("Biosensor"). The principal executive offices
of Biosensor are located at 6 Woodcross Drive, Columbia, South Carolina 29212.
Item 2. Identity and Background.
Reporting Entity
(a) Nishimoto Sangyo Co., LTD.
(b) 2-17-4 Yushima, Bunkyo-Ku, Tokyo, Japan
(c) Manufactures, distributes, sells and services medical equipment, film and
supplies;(d) and (e) See below;(f) The Reporting Entity is a corporation
formed under the laws of Japan.
Executive Officers and Directors of Reporting Entity
(a) Ms. Seiko Nishimoto, President: Haruo Nishimotob, Chairman: Susumu
Tasniuchi, Managing Director: Yasuo Nishimoto, Advisory Director: Hideo
Tsuchida, Masahiko Nakamura, Haruo Kotani, Yoshitomo Kotaka, Yoshiaki Mizutani,
Directors: Akira Hirasawa, Eiji Katayama, Shigeki Taenaka, Treasurers
(b) 2-17-4 Yushima, Bunkyo-Ku, Tokyo, Japan
(c) All executive officers and directors;
(d) and (e) See below;
(f) Japan
During the last five years, none of the above (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) was party to a civil proceeding of a judicial or administrative body or 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 Reporting Entity acquired 15,000 shares of Series A Preferred Stock of
Biosensor (the "Shares") on July 23, 1998, as a result of the share exchange,
under applicable Minnesota law, between Biosensor and Carolina Medical, Inc.
("CMI"), in which Biosensor was the acquiring corporation (the "Share
Exchange"). Prior to July 23, 1998, the Reporting Entity owned 200,000 shares
of CMI common stock. On July 23, 1998, the Share Exchange was consummated, and
each share of CMI common stock was exchanged for .075 shares of Series A
Preferred Stock of Biosensor. As a result of the Share Exchange, the Reporting
Entity's 200,000 shares of CMI common stock were exchanged for the Shares.
Item 4. Purpose of the Transaction.
The Share Exchange was effected in order to obtain a reorganization of
Biosensor's and CMI's respective businesses in order to enhance their ability to
provide quality products and services. The Reporting Entity intends to review
continuously its investment in Biosensor and, on the basis of such review and
such market and other factors as it may deem relevant, may sell the
Shares or acquire additional shares of Biosensor's common or preferred stock.
Additionally, assuming an increase in the number of shares of Biosensor's common
stock is approved by Biosensor's shareholders, as discussed more particularly
below, the Shares will be automatically converted into 1,440,000 shares of
Biosensor's common stock.
Following the Share Exchange, the following were named new directors of
Biosensor:
Ronald G. Moyer
C. Roger Jones
L. John Ankney
Spencer M. Vawter
David Heiden
And, one of the existing directors, Stephen L. Zuckerman, resigned. The Board
of Directors of Biosensor also appointed Ronald G. Moyer as Chief Executive
Officer and President, B. Steven Springrose as Chief Technology Officer and
Vice President, and Michael W. Oliver as Interim Chief Financial Officer.
Biosensor is also in the process of issuing a proxy statement for a special
meeting of its shareholders to vote upon the following matters:
1. A proposal to amend Biosensor's Certificate of Incorporation to change the
name of the Company to BIOTEL, Inc.
2. A proposal to amend Biosensor's Certificate of Incorporation to effectuate a
1 for 6 reverse stock split of all outstanding shares of common stock of
Biosensor (the "Reverse Stock Split").
3. A proposal to amend Biosensor's Certificate of Incorporation to increase
the amount of authorized common stock, following the effectuation of the Reverse
Stock Split.
4. A proposal to amend Biosensor's Certificate of Incorporation to authorize
"blank check" preferred stock.
Biosensor also contemplates merging with Advanced Medical Products, Inc.
("AMP"). Following the consummation of the Share Exchange, approximately 55% of
the issued and outstanding shares of AMP is owned indirectly by Biosensor
(directly owned by CMI). If consummated, holders of common stock of AMP will
receive 6 shares of Biosensor common stock (on a pre-Reverse Stock Split
basis) in exchange for each 8 shares of common stock of AMP.
Completion of this merger is expected prior to October 1998.
Except as described in this Schedule 13D, including this Item 4, the Reporting
Entity has no plans or proposals which relate to or which would result in any
events described in subsections (a) through (j) of Item 4 of the General
Instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of July 23, 1998, the Reporting Entity beneficially owned 15,000 shares
(or approximately 10.1% of the outstanding shares) of Biosensor Series A
Preferred Stock.
(b) The Reporting Entity will have sole power to vote and to dispose of the
15,000 shares.
(c) As of July 23, 1998, and within the last 60 days, to the best knowledge and
belief of the undersigned, other than as described herein, no transactions
involving Biosensor equity securities had been engaged in by the Reporting
Entity.
(d) No other person 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
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer. NONE.
Item 7. Material to be Filed as Exhibits.
1. Filed herein by Reference as Exhibit A, the Plan of Reorganization and
Agreement between Biosensor Corporation and Carolina Medical, Inc. dated
May 29, 1998, filed with the Securities and Exchange Commission on July 31, 1998
by Biosensor Corporation as Exhibit 1 to Form 8K dated July 23, 1998.
2. Filed herein by Reference as Exhibit B, the Preliminary Proxy Statement
(Special Meeting) filed with the Securities and Exchange Commission on June 2,
1998 by Biosensor Corporation on Schedule 14a.
After reasonable inquiry and to the best knowledge and belief of the under-
signed, it is hereby certified that the information set forth in this statement
is true, complete and correct.
NISHIMOTO-SANGYO CO., LTD.
By: Sieko Nishimoto
Name: Ms. Sieko Nishimoto, President
- - 6 -
C:\WINDOWS\DESKTOP\RON'S BRIEFCASE\SCH-13D2.NSC.DOC
