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
Bernard B. Klawans [217 18 9277]
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
Pennsylvania
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
SOLE VOTING POWER
12,093.75
8. SHARED VOTING POWER
- ----
9. SOLE DISPOSITIVE POWER
12,093.75
10. SHARED DISPOSITIVE POWER
- ----
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,093.75
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer.
This Schedule 13D is filed on behalf of Bernard B. Klawans (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) Bernard B. Klawans;
(b) 1375 Anthony Wayne Drive, Wayne, PA 19087;
(c) The principal occupation of the Reporting Person is the President of
Valley Forge Fund Management Company, in the Valley Forge Fund
principal executive offices located at 1375 Anthony Wayne Drive,
Wayne, Pennsylvania 19087. Valley Forge Management Company manages
mutual investment funds, including Valley Forge Fund, and provides
various other financial services.
(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 12,093.75 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 161,250
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 161,250 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 1,161,000
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 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
12,093.75 shares (or approximately 8.1% 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 12,093.75 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 ______________
Bernard B. Klawans
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