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
Ronald G. Moyer [174 28 5062]
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
South Carolina
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
SOLE VOTING POWER
48,471.75
8. SHARED VOTING POWER
- ----
9. SOLE DISPOSITIVE POWER
48,471.75
10. SHARED DISPOSITIVE POWER
- ----
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,471.75
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
14. TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer.
This Schedule 13D is filed on behalf of Ronald G. Moyer (the "Reporting
Person"), 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 Person
(a) Ronald G. Moyer;
(b) 6 Woodcross Drive, Columbia, South Carolina 29212;
(c) The principal occupation of the Reporting Person is the Chief Executive
Officer of Biosensor, in the Biosensor principal executive offices located at
6 Woodcross Drive, Columbia, South Carolina 29212. Biosensor manufactures and
sells medical electronics equipment; (d) and (e) See below;
(f) United States citizen.
During the last five years, the above (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and (ii) was
not party to a civil proceeding of a judicial or administrative body or of
competent jurisdiction and as a result of such proceeding, was not or is not
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 or respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 48,471.75 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 Person owned 646,290
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 Person's 646,290 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 Person intends to
review continuously his investment in Biosensor and, on the basis of such
review and such market and other factors as he 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 4,653,288 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
Person 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 Person beneficially owned 48,471.75
shares (or approximately 32.5% of the outstanding shares) of Biosensor
Series A Preferred Stock.
(b) The Reporting Person will have sole power to vote and to dispose of the
48,471.75 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 Person.
(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
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
Dated: July 30, 1998 ______________
Ronald G. Moyer
- - 5 -
A:\SCH-13D2.BIO.DOC/ kjs
