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. 1)
IMAGYN MEDICAL TECHNOLOGIES, INC.
(F/K/A UROHEALTH SYSTEMS, INC.)
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(Name of Issuer)
COMMON STOCK 45244E100
(title of class of securities) (CUSIP number)
ROBERT H. STONE
AVATEX CORPORATION
F/K/A FOXMEYER HEALTH CORPORATION
1780 NORTH CENTRAL EXPRESSWAY, SUITE 1780
DALLAS, TEXAS 75206
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(Name, address and telephone number of person authorized to receive
notices and communications)
JANUARY 15, 1998
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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
this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Note: 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.
* 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).
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SCHEDULE 13D
CUSIP No. 45244E100 Page 2 of 8
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NAME OF REPORTING PERSON AVATEX CORPORATION
1 S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 25-1425889
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [__]
(b) [__]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [__]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
NUMBER OF 7 SOLE VOTING POWER: 2,964,827
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,964,827
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 2,964,827
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [__]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.03%
14 TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP No. 45244E100 Page 3 of 8
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Item 2. Identity and Background.
(a) This Statement is filed by Avatex Corporation, a Delaware corporation
formerly known as FoxMeyer Health Corporation ("Avatex"), and relates to the
common stock (the "Common Stock") of Imagyn Medical Technologies, Inc., formerly
known as Urohealth Systems, Inc. (the "Issuer").
(b) The business address of Avatex is 5910 North Central Expressway, Suite
1780, Dallas, Texas 75206.
(c) Avatex is a holding company that, through its subsidiaries, owns
interests in hotels and office buildings, and also owns interests in other
corporations and partnerships. Through Phar-Mor, Inc., its 39.7% owned
subsidiary, Avatex is involved in operating a chain of discount retail
drugstores devoted to the sale of prescription and over-the-counter drugs,
health and beauty aids and other general merchandise. Attached as Schedule I
hereto and incorporated herein by reference is a list of the directors and
executive officers of Avatex. Schedule I also sets forth the business address
and principal occupation or employment of each individual listed therein.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Amendment No. 1, Avatex (i) owns 1,914,827
shares of Common Stock, (ii) 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, and (iii) 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
Warrants may be exercised until June 2, 2000. Accordingly, as of the date
hereof, Avatex has beneficial ownership, pursuant to Rule 13d-3, of 2,964,827
shares of Common Stock.
According to the Issuer's Amendment No. 1 to Form 10-Q for the quarterly
period ended September 30, 1997, the Issuer had 35,861,326 shares of Common
Stock outstanding as of October 31, 1997. Including the shares of Common Stock
that would be issuable upon exercise of the Warrants, as of the date hereof the
Company has beneficial ownership of 2,964,827 of the 36,911,326 shares of Common
Stock which would then be outstanding, or approximately 8.03% of such Common
Stock.
Abbey J. Butler and Melvyn J. Estrin are Co-Chief Executive Officers,
Co-Chairman of the Board of Directors and shareholders of Avatex. Messrs. Butler
and Estrin are also members of the Board of Directors of the Issuer and, in such
capacity, receive options to purchase Common
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SCHEDULE 13D
CUSIP No. 45244E100 Page 4 of 8
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Stock of the Issuer. Avatex hereby disclaims beneficial ownership of shares of
Common Stock beneficially owned by Messrs. Butler and Estrin in their capacity
as directors of the Issuer.
(b) Avatex 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) The transactions in the Common Stock effected during the past sixty
days by Avatex are reflected on Exhibit A hereto.
(d) Not applicable.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
Exhibit A Transactions by Avatex Corporation in the Securities of
Imagyn Medical Technologies, Inc. Within the Sixty Day
Period Ended January 19, 1998
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: January 19, 1998.
SIGNED: AVATEX CORPORATION
By: /s/ Grady E. Schleier
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Grady E. Schleier
Vice President
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SCHEDULE 13D
CUSIP No. 45244E100 Page 5 of 8
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF AVATEX CORPORATION
The following information is provided for the directors and executive
officers of Avatex Corporation ("Avatex") 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, Co-Chairman of the Board and Co-Chief Executive Officer
of Avatex;
(b) 5910 North Central Expressway, Suite 1780, Dallas, Texas 75206 ("Avatex
Address");
(c) Co-Chairman of the Board and Co-Chief Executive Officer of Avatex; Avatex
Address.
(a) Melvyn J. Estrin, Co-Chairman of the Board and Co-Chief Executive Officer
of Avatex;
(b) Avatex Address;
(c) Co-chairman of the Board and Co-Chief Executive Officer of Avatex; Avatex
Address.
(a) Hyman H. Frankel, Director of Avatex;
(b) Avatex Address;
(c) Executive Officer of Human Service Group, Inc. and University Research
Corporation; 7200 Wisconsin Avenue, Bethesda, Maryland 20814-4811.
(a) Fred S. Katz, Director of Avatex;
(b) Avatex Address;
(c) President of First Taconic Capital Corporation; 99 Park Avenue, Suite
2230, New York, New York 10016.
(a) William A. Lemer, Director of Avatex;
(b) Avatex Address;
(c) President of Bethesda Avenue Photo, Inc. and Pentagon Concourse Photo,
Inc.; 4823 Bethesda Avenue, Bethesda, Maryland 20814.
(a) Charles C. Pecarro, Director of Avatex;
(b) Avatex Address;
(c) Chief Financial Officer of Human Service Group, Inc. and University
Research Corporation; 7200 Wisconsin Avenue, Bethesda, Maryland
20814-4811.
(a) John L. Wineapple, Director of Avatex;
(b) Avatex Address;
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SCHEDULE 13D
CUSIP No. 45244E100 Page 6 of 8
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(c) Principal of First Taconic Capitol Corporation; 99 Park Avenue, Suite
2230, New York, New York 10016.
(a) Edward L. Massman, Senior Vice President and Chief Financial Officer of
Avatex;
(b) Avatex Address;
(c) Senior Vice President and Chief Financial Officer of Avatex; Avatex
Address.
(a) John G. Murray, Vice President -- Finance of Avatex;
(b) Avatex Address;
(c) Vice President -- Finance of Avatex; Avatex Address.
(a) Scott E. Peterson, Vice President - Finance and Controller of Avatex;
(b) Avatex Address;
(c) Vice President - Finance and Controller of Avatex; Avatex Address.
(a) Grady E. Schleier, Vice President and Treasurer of Avatex;
(b) Avatex Address;
(c) Vice President and Treasurer of Avatex; Avatex Address.
(a) Robert H. Stone, Vice President, General Counsel and Secretary of Avatex;
(b) Avatex Address;
(c) Vice President and General Counsel of Avatex; Avatex Address.
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SCHEDULE 13D
CUSIP No. 45244E100 Page 7 of 8
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EXHIBIT INDEX
Exhibit
Number Exhibit
A Transactions by Avatex Corporation in the Securities of Imagyn
Medical Technologies, Inc. Within the Sixty Day Period Ended
January 19, 1998
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SCHEDULE 13D
CUSIP No. 45244E100 Page 8 of 8
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EXHIBIT A
Transactions by Avatex Corporation in the Securities of
Imagyn Medical Technologies, Inc. Within the Sixty Day Period
Ended January 19, 1998
Acquisition Date Number of Shares Acquired Price Per Share
01-13-98 300,000 $2.2262
01-14-98 85,000 2.2058
01-15-98 50,000 2.25
01-16-98 65,000 2.1875
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