SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(Amendment No. _)*
BIOSENSOR CORPORATION
(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE
(Title of Class of Securities)
090661109
(CUSIP Number)
Copy to:
Raymond W. Cohen Howard S. Breslow, Esq.
Cardiac Science, Inc. Breslow & Walker
1176 Main Street, Suite C 767 Third Avenue
Irvine, CA 92614 New York, NY 10017
Telephone (949) 587-0357 Telephone (212) 832-1930
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 31, 1998
(Date of Event which Requires Filing 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
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).
(Continued on following page(s))
<TABLE>
<PAGE>
CUSIP No. 090661109 13D
<S>
1<PAGE>
Name of Reporting Persons
Cardiac Science, Inc.
<C>
I.R.S. Identification Nos. of Above Persons (Entities Only)
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ] <PAGE>
3 SEC Use Only
C
<PAGE>
4 Source of Funds*
<C>
00<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or
2(e)
[ ]
<PAGE>
6 Citizenship or Place of Organization
Delaware
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
1,440,000 7.7% <PAGE>
8 Shared Voting Power
-
<PAGE>
9 Sole Dispositive Power
1,440,000 7.7% <PAGE>
10 Shared Dispositive Power
- <PAGE>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,440,000<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares*[ ]
C
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
47.9% - Represents 7.7% voting power due to voting
preferred stock<PAGE>
<C>14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<TABLE>
<S>
<PAGE>
CUSIP No. 090661109 13D
<C> 1<PAGE>
Name of Reporting Persons
Innovative Physician Services, Inc.
<C>I.R.S. Identification Nos. of Above Persons (Entities Only)
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ] <PAGE>
3 SEC Use Only
C
<PAGE>
4 Source of Funds*
00C
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or
2(e) [ ]
<PAGE>
6 Citizenship or Place of Organization
Nevada
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
1,440,000 7.7% <PAGE>
8 Shared Voting Power
- - <PAGE>
9 Sole Dispositive Power
1,440,000
7.7% <PAGE>
10 Shared Dispositive Power
-
<PAGE>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,440,000<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares*[ ]
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
47.9% - Represents 7.7% voting power due to voting preferred stock<PAGE>
<C>14<PAGE>
Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common
stock, par value $.05 per share ("Common Stock"), of
Biosensor Corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 6 Woodcross
Drive, Columbia, South Carolina, 29212.
ITEM 2. Identity and Background.
This statement is being filed by Cardiac Science,
Inc. ("Cardiac") and its wholly-owned subsidiary,
Innovative Physician Services, Inc. ("IPS") (collectively the
"Company"). Cardiac is organized under the laws of the
State of Delaware. IPS is organized under the laws of the
State of Nevada. The principal business of the Company
is designing and marketing proprietary non-invasive
resuscitation devices. The address of the principal business
and principal office of the Company is 1176 Main Street,
Suite C, Irvine, California 92614.
The executive officers and directors of Cardiac are
as follows:
<TABLE>
<CAPTION>
<S>Name<PAGE>
<C>Title <C>Business Address <C>Occupation Raymond W. Cohen
<PAGE>
President, CEO
and Director
<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
President, CEO
and Director of
Cardiac<PAGE>
Paul D. Quadros Director
<PAGE>
c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
CEO Peter Crosby Director
<PAGE>
c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
CEO Howard L. Evers Director
<PAGE>
c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Private Investor Brett L. Scott Chief Financial
Officer
<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Chief Financial
Officer of
Cardiac<PAGE>
Jeffrey Blanton Vice President of
Operations<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Vice President of
Operations of
Cardiac<PAGE>
Michael Giuffredi Vice President of
Sales and
Marketing<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Vice President of
Sales and
Marketing of
Cardiac<PAGE>
Donping Lin Chief Technical
Officer<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Chief Technical
Officer of
CardiacThe executive officers and directors of IPS are as follows:
Name<PAGE>
Title Business Address Occupation Raymond W. Cohen
<PAGE>
President, CEO and
Director<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614<PAGE>
President, CEO
and Director of
Cardiac<PAGE>
Brett L. Scott Chief Financial
Officer<PAGE>
1176 Main Street
Suite C
Irvine, CA 92614<PAGE>
Chief Financial
Officer of Cardiac<PAGE>
Paul D. Quadros Director c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614<PAGE>
CEO Peter Crosby Director c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
CEO Howard L. Evers Director c/o Cardiac Sciences,
Inc.
1176 Main Street
Suite C
Irvine, CA 92614
<PAGE>
Private Investor
</TABLE>
During the last five years, neither the persons
named above nor Cardiac or IPS (i) has been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as the result of which it 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 shares of Common Stock that are the subject of
this filing were acquired as consideration for the sale of
substantially all of the assets of IPS to the Issuer pursuant
to an Agreement for Purchase and Sale of Assets dated
December 31, 1998.
ITEM 4. Purpose of Transaction.
The Common Stock was acquired for investment
purposes. The Company does not have any plans or
proposals that would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of
the Issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors
or management of the Issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer 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 equity securities of the Issuer
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those
enumerated above.
ITEM 5. Interests in Securities of the Issuer.
(a) The Company beneficially owns 1,440,000
share of Common Stock.
(b) The Company has sole power to vote or to
direct the vote and to dispose or direct the disposition of
1,440,000 shares of Common Stock.
(c) See Item 3.
(d) None
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or
Relationships
With Respect to Securities of the Issuer.
None
ITEM 7. Material to be Filed as Exhibits.
Exhibit # Description of Exhibit
1 Agreement relating to filing of joint
Schedule 13D.<PAGE>
Signature
After reasonable inquiry and to the best of
the undersigned's knowledge and belief, each of the
undersigned hereby certify that the information set forth in
this statement is true, complete, and correct.
Date: January 11, 1999
CARDIAC SCIENCES, INC.
By: /s/ Raymond W. Cohen
Name: Raymond W. Cohen
Title: President
INNOVATIVE PHYSICIAN SERVICES, INC.
By: /s/ Raymond W. Cohen
Name: Raymond W. Cohen
Title: President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit 1
AGREEMENT
Each of the undersigned hereby agree that the
Schedule 13D to which this agreement is an exhibit is filed
on behalf of each of them, and each is responsible for the
timely filing of such Schedule and any amendments thereto,
and for the completeness and accuracy of the information
concerning the undersigned contained therein.
CARDIAC SCIENCES, INC.
By: /s/ Raymond W. Cohen
Name: Raymond W. Cohen
Title: President
INNOVATIVE PHYSICIAN SERVICES, INC.
By: /s/ Raymond W. Cohen
Name: Raymond W. Cohen
Title: President
