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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. ____)
Urohealth Systems, Inc.
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(Name of Issuer)
Common Stock 917272-10-6
par value $.001 per share
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(Title of class of securities) (CUSIP number)
John G. Murray
FoxMeyer Health Corporation
1220 Senlac Drive, Carrollton Texas 75006
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(Name, address and telephone number of person authorized to receive
notices and communications)
June 19, 1996
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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(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 9 Pages)
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CUSIP No. 917272-10-6 13D Page of 9
1 NAME OF REPORTING PERSON: FoxMeyer Health Corporation
S.S. OR I.R.S. IDENTIFICATION NO. 25-1425889
OF ABOVE PERSON:
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 Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 2,464,827
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,464,827
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,464,827
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.6%
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock, par
value $.001 per share (the "Common Stock"), of UroHealth Systems,
Inc., a Delaware corporation formerly known as Davstar Industries Ltd.
(the "Issuer"). The principal executive offices of the Issuer are
located at 5 Civic Plaza, Suite 100, Newport Beach California 92660.
Item 2. Identity and Background.
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(a) This Statement is filed by FoxMeyer Health Corporation, a
Delaware corporation (the "Company").
(b) The business address of the Company is 1220 Senlac Drive,
Carrollton, Texas 75006.
(c) The Company, through its wholly-owned subsidiary, FoxMeyer
Corporation, a Delaware corporation ("FoxMeyer"), is principally
involved in health care services, including the distribution of a full
line of pharmaceutical products and health and beauty aids to
independent drugstores, hospitals, alternate care facilities and chain
stores, as well as providing managed care and information-based
services to health care sponsors, pharmacies and physicians. Attached
as Schedule I and incorporated by reference is a list of the directors
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and executive officers of the Company, and the business address and
principal occupation or employment of such directors and officers.
(d) and (e) During the last five years, neither the Company
nor, to the best of the Company's knowledge, any of the persons with
respect to whom information is given in response to this Item 2, has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has 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.
(f) All of the individuals listed on Schedule I are citizens of
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the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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On June 19, 1996, the Board of Directors of FoxMeyer declared and
distributed a dividend to the Company of certain assets, including (a)
1,414,827 shares of Common Stock (the "Shares"), (b) Warrant W-3 to
purchase 800,000 shares of Common Stock, and (c) Warrant W-4 to
purchase 250,000 shares of Common Stock. Information regarding
FoxMeyer's acquisition of the Shares and Warrant W-3 and Warrant W-4
(collectively, the "Warrants") is set forth in the Statement on
Schedule 13D filed by FoxMeyer on or about October 11, 1995 and the
Amendment to Schedule 13D filed by FoxMeyer on or about June 4, 1996.
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Item 4. Purpose of Transaction.
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The Company acquired the Shares and the Warrants for investment
purposes and intends to review its investment in the Issuer on a
continuing basis.
The Company has not formulated any plans or proposals of the type
referred to in clauses (a) through (j) of Item 4 of Schedule 13D,
although the Company reserves the right to formulate such plans or
proposals in the future.
Item 5. Interest in Securities of the Issuer.
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(a) The Company is entitled under Warrant W-3 to purchase from
the Issuer, at an exercise price of $6.875 per share, 800,000 shares
of Common Stock. The Company is entitled under Warrant W-4 to
purchase from the Issuer, at an exercise price of $10.00 per share,
250,000 shares of Common Stock. Both of the Warrants may be exercised
until June 2, 2000. Accordingly, as of the date hereof, the Company
has beneficial ownership, pursuant to Rule 13d-3, of 2,464,827 shares
of Common Stock, 1,414,827 of which are represented by the Shares and
1,050,000 of which are represented by the Warrants.
According to the Issuer's Amendment No. 1 to Form 10-Q/A for the
quarterly period ended December 31, 1995, the Issuer had 12,401,945
shares of Common Stock outstanding as of January 31, 1996. Including
the shares of Common Stock that would issuable upon exercise of the
Warrants, as of the date hereof the Company has beneficial ownership
of 2,464,827 of the 14,866,772 shares of Common Stock which would then
be outstanding, or approximately 16.6% of such Common Stock.
The persons listed in the footnote to Schedule I attached hereto,
by virtue of their direct or indirect control of the Company, may be
deemed, for purposes of determining beneficial ownership pursuant to
Rule 13d-3, to have beneficial ownership of the shares of Common Stock
beneficially owned by the Company.
(b) Except as set forth in (a) above and as described in Item 6
below, the Company has sole power to dispose or to direct the
disposition and to vote or direct the voting of the Common Stock it
owns and that would be issuable upon exercise of the Warrants.
(c) Except as set forth in Item 3 above, the Company has not
effected any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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FoxMeyer is a party to Voting Agreements dated as of March 15,
1995 with each of Gerald W. Timm, Charles A. Laverty and Michael A.
Piraino. Under the Voting Agreements, Mr. Timm. Mr. Laverty and Mr.
Piraino have each agreed to vote their respective shares of Common
Stock in favor of the election of the two nominees of FoxMeyer to
serve on the Board of Directors of the Issuer.
Under the terms of a Conversion Agreement dated as of May 10,
1996 between FoxMeyer and the Issuer, the Issuer agreed to include the
Shares in its upcoming shelf registration statement and to use its
reasonable best efforts, including nominating, supporting and
soliciting proxies, to ensure that FoxMeyer will retain the two seats
currently held by it on the Issuer's Board of Directors for two years
after the acquisition of the Shares.
In connection with the execution of the Conversion Agreement,
FoxMeyer also executed a Stockholders Agreement and a Registration
Rights Agreement, each dated as of May 13, 1996, with certain
Investors in the Issuer. Under the terms of the Stockholders
Agreement, FoxMeyer agreed to grant to the Issuer irrevocable proxies
to vote the Shares in favor amending the Issuer's Certificate of
Incorporation to (a) increase the authorized shares of Common Stock to
50,000,000 shares and (b) provide that certain convertible debentures
have voting rights. FoxMeyer further agreed to certain restrictions
on transfers of the Shares until such amendment is filed.
Under the terms of the Registration Rights Agreement, the prior
registration rights agreement between FoxMeyer and the Issuer was
terminated, and FoxMeyer, along with the Investors, were granted
certain demand and piggyback registration rights.
The Company has succeeded to all of FoxMeyer's rights and
obligations under the foregoing documents.
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Item 7. Materials to be Filed as Exhibits.
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The following documents were attached as exhibits to the Schedule
13D filed by FoxMeyer on or about October 11, 1995:
Exhibit 1 Warrant W-1 dated July 27, 1995 to purchase
800,000 shares of Common Stock, executed by the
Issuer in favor of FoxMeyer Corporation.
Exhibit 2 Warrant W-2 dated July 27, 1995 to purchase
1,600,000 shares of Common Stock, executed by the
Issuer in favor of FoxMeyer Corporation.
Exhibit 3 Convertible Note, dated as of March 15, 1995,
executed by the Issuer and payable to FoxMeyer
Corporation.
Exhibit 4 Certificate of Incorporation of the Issuer, filed
with the Secretary of State of Delaware on July
24, 1995, which sets forth the conversion terms of
the Preferred Stock.
Exhibit 5 Voting Agreement dated March 15, 1995 by and
between FoxMeyer Corporation and Gerald W. Timm.
Exhibit 6 Voting Agreement dated March 15, 1995 by and
between FoxMeyer Corporation and Charles A.
Laverty.
Exhibit 7 Voting Agreement dated March 15, 1995 by and
between FoxMeyer Corporation and Michael A.
Piraino.
The following documents were attached as exhibits to the
Amendment to Schedule 13D filed by FoxMeyer on or about June 4, 1996:
Exhibit 1 Conversion Agreement dated as of May 10, 1996
between FoxMeyer Corporation and UroHealth
Systems, Inc.
Exhibit 2 Stockholders Agreement dated as of May 13, 1996
between FoxMeyer Corporation, UroHealth Systems,
Inc. and the other parties named therein.
Exhibit 3 Registration Rights Agreement dated as of Mary 13,
1996 between FoxMeyer Corporation, UroHealth
Systems, Inc. and the other parties named therein.
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The Company incorporates by reference herein the materials filed
as exhibits to the Schedule 13D filed by FoxMeyer on or about October
11, 1995 and as exhibits to the Amendment to Schedule 13D filed by
FoxMeyer on or about June 4, 1996.
SIGNATURES
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.
DATE: June 26, 1996.
SIGNED: FOXMEYER HEALTH CORPORATION
By: /s/ John G. Murray
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John G. Murray
Assistant Treasurer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF FOXMEYER HEALTH CORPORATION
The following information is provided for the directors and
executive officers of FoxMeyer Health Corporation ("FHC") listed
below: (a) name; (b) business address; (c) present principal
occupation or employment and the name, principal business and the
address of any corporation or other organization in which such
employment is conducted.
*(a) Abbey J. Butler
(b) 1220 Senlac Drive, Carrollton, Texas 75006 (the "FHC
Address")
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer Corporation ("FoxMeyer"); FHC
Address
*(a) Melvyn J. Estrin
(b) FHC Address
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer; FHC Address
(a) Sheldon W. Fantle
(b) FHC Address
(c) Director of FHC; Chairman and Chief Executive Officer of
Fantle Enterprises, Inc.; Bethesda Metro Center, Suite 820,
Bethesda, Maryland 20814
(a) Paul M. Finfer
(b) FHC Address
(c) Director of FHC; 5802 Nicholson Lane, L-06, Rockville,
Maryland 20852.
(a) Alfred H. Kingon
(b) FHC Address
(c) Director of FHC; Principal of Kingon International, Inc.;
301 Madison Avenue, 23rd Floor, New York, New York 10022
(a) William G. Tull
(b) FHC Address
(c) Director of FHC; President of WGT Associates, Inc.; 11311
South Glen Road, Potomac, Maryland 20854
(a) Edward L. Massman
(b) FHC Address
(c) Senior Vice President and Chief Financial Officer of FHC and
of FoxMeyer; FHC Address
(a) Kevin J. Rogan
(b) FHC Address
(c) Senior Vice President, General Counsel and Secretary of FHC
and of FoxMeyer; FHC Address
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* The Centaur Group holds an aggregate of 3,811,591 shares of the
outstanding shares of common stock of FHC and may be deemed to control
FHC. The Centaur Group is comprised of Messrs. Butler and Estrin,
Centaur Partners IV, a New York general partnership ("Centaur IV"),
Estrin Equities Limited Partnership, a Maryland limited partnership
("Estrin Equities"), and Butler Equities II, L.P., a Delaware limited
partnership ("Butler Equities"). The general partners of Centaur IV
are Estrin Equities and Butler Equities.
The general partners of Estrin Equities are HSG Acquisition Co. and
MJE, Inc. HSG Acquisition Co. is a Delaware corporation, the
outstanding capital stock of which is owned by Human Service Group,
Inc., a Delaware corporation of which Mr. Estrin owns 69.8% of the
outstanding capital stock (subject to a dispute involving ownership of
approximately 9% of such stock). MJE, Inc. is a Virginia corporation
controlled by Mr. Estrin.
The sole general partner of Butler Equities is AB Acquisition Corp., a
Delaware corporation, and Mr. Butler owns all of the outstanding
capital stock AB Acquisition Corp.
Estrin Equities has designated Mr. Estrin and Butler Equities has
designated Mr. Butler to act as a "Coordinating Person" pursuant to
the Centaur IV partnership agreement. Messrs. Estrin and Butler,
acting together, manage the affairs of Centaur IV and have the
authority to make all decisions concerning Centaur IV's interest in
FHC Common Stock.
The address of Centaur IV and Butler Equities is c/o CB Equities
Corporation, 207 Dune Road, Box 137, Westhampton Beach, New York
11978; the address of Estrin Equities is 7200 Wisconsin Avenue, Suite
600, Bethesda, Maryland 20814.
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