<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
CARDIODYNAMICS INTERNATIONAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
141597104
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(CUSIP Number)
CardioDynamics Holdings, LLC
c/o Steve Dechant
Del Mar Country Club
P.O. Box 9660
Rancho Santa Fe, CA 92067
(619) 759-5990
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1997
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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 [ ].
(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.)
(Continued on following pages)
Page 1 of 13 Pages
<PAGE> 2
CUSIP No. 141597104 13D PAGE 2 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CardioDynamics Holdings, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
20,304,490
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,782,243
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,304,490
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.5%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13 Pages
<PAGE> 3
CUSIP No. 141597104 13D PAGE 3 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Paulson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,631,000 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,304,490
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,413,243 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,935,490 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13 Pages
<PAGE> 4
CUSIP No. 141597104 13D PAGE 4 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Gilstrap
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,046,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,304,490
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,046,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,350,490
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13 Pages
<PAGE> 5
CUSIP No. 141597104 13D PAGE 5 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas Diaco
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
276,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,304,490
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 276,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,580,490
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13 Pages
<PAGE> 6
SCHEDULE 13D
CUSIP No. 141 597 104 PAGE 6 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Diaco
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,304,490
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,304,490 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 13 Pages
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
The class of securities to which this Statement relates is the common
stock (the "Common Stock") of CardioDynamics International Corporation, a
California corporation ("Issuer"), whose address is 6155 Cornerstone Court East,
Suite 125, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby jointly file this
amended statement on Schedule 13D ("Statement") on behalf of CardioDynamics
Holdings, LLC ("LLC"), a California limited liability company, Allen Paulson, a
Member of LLC, James Gilstrap, a Member of LLC, Nicholas Diaco, a Member of LLC,
and Joseph Diaco, a Member of LLC. The foregoing persons are sometimes
hereinafter referred to collectively as the "Reporting Persons." The Reporting
Persons are making this single, joint filing to comply with the reporting
requirements with respect to Common Stock of the Issuer that each beneficially
owns. With respect to Mr. Paulson's 1,631,000 privately beneficially-owned
shares of Common Stock, this is also a group filing (Paulson and LLC).
A. CardioDynamics Holdings, LLC
(a) CardioDynamics Holdings, LLC.
(b) LLC's business address is c/o Del Mar Country Club,
P.O. Box 9660, Rancho Santa Fe, California 92067.
(c) LLC's business is to acquire and own the Common Stock
and other securities of Issuer as reported in this Statement.
(d)-(e) LLC has not, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations or similar
misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a 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.
(f) LLC is a limited liability company formed under the
laws of California.
B. Allen Paulson -- Member of LLC
(a) Allen Paulson.
(b) Residence address: 6001 Clubhouse Drive, Rancho
Santa Fe, CA 92067.
(c) Present principal occupation: private investor.
(d)-(e) Allen Paulson has not, during the last five years,
been convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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.
Page 7 of 13 Pages
<PAGE> 8
(f) Citizenship: USA.
C. James Gilstrap -- Member of LLC
(a) James Gilstrap.
(b) Residence address: 5067 Shore Drive, Carlsbad,
CA 92008.
(c) Present principal occupation: private investor.
(d)-(e) James Gilstrap has not, during the last five years,
been convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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) Citizenship: USA.
D. Nicholas Diaco -- Member of LLC
(a) Nicholas Diaco.
(b) Business address: 1301 20th St., Suite 400, Santa
Monica, CA 90404.
(c) Present principal occupation: Physician; Cardiology
Consultants of Santa Monica, 1301 20th St., Suite 400, Santa Monica, CA
90404.
(d)-(e) Nicholas Diaco has not, during the last five years,
been convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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) Citizenship: USA.
E. Joseph Diaco -- Member of LLC
(a) Joseph Diaco.
(b) Business address: 4700 N. Habana, Suite 403,
Tampa, FL 33614.
(c) Present principal occupation: Physician.
(d)-(e) Joseph Diaco has not, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations or similar
misdemeanors, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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) Citizenship: USA.
Page 8 of 13 Pages
<PAGE> 9
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
LLC used $2,875,000 contributed by its four Members (from their
personal funds) to purchase the securities set forth in Item 5(a) of this
Statement.
Allen Paulson used $1,156,500 of his personal funds to purchase
4,626,000 shares of Common Stock, of which he subsequently sold 3,015,000 shares
for a total of $757,500. His remaining shares of outstanding Common Stock are
within the 1,631,000 shares of Common Stock set forth in Item 5(a) of this
Statement. Any exercises of outstanding stock options would also be from his
personal funds.
James Gilstrap used $219,000 of his personal funds to purchase 876,000
of the shares of outstanding Common Stock within the 1,046,000 shares of Common
Stock set forth in Item 5(a) of this Statement. Any exercises of outstanding
stock options would also be from his personal funds. Also, he earlier received
150,000 shares of Common Stock from Issuer as a fee for services in connection
with LLC's February 1995 investment in Issuer.
Nicholas Diaco used $1,500 of his personal funds to purchase 6,000 of
the shares of outstanding Common Stock within the 276,000 shares of Common Stock
set forth in Item 5(a) of this Statement. Any exercises of outstanding stock
options would also be from his personal funds. Also, he earlier received 150,000
shares of Common Stock from Issuer as a fee for services in connection with
LLC's February 1995 investment in Issuer.
ITEM 4. PURPOSE OF TRANSACTION
LLC acquired control of Issuer through election of a majority of
Issuer's Board of Directors on May 15, 1995, and retains that control. The
individual Reporting Persons' acquisitions of securities have been for
investment purposes.
(a) See Items 6.d, 6.e, 6.i and 6.j, which are incorporated
herein by reference. With respect to acquisitions by other Reporting Persons,
see Item 5(c)(4), discussed below.
(b) None.
(c) None.
(d) None (see previous Statement).
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
The Members of LLC have no such plans or proposals, or purposes, apart
from LLC's.
Page 9 of 13 Pages
<PAGE> 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) LLC beneficially owns 15,682,243 shares of Common Stock outright,
and beneficially owns (by virtue of its sole voting power) an additional
4,522,247 shares of Common Stock owned by others which LLC holds irrevocable
proxies to vote. LLC also beneficially owns, by virtue of its right to acquire
them from Issuer, 100,000 shares of Common Stock issuable upon conversion of the
Fifth Amended and Restated Secured Convertible Promissory Note. Together, all
this represents 63.5% of the Common Stock under the Rule 13d-3(d)(1) calculation
(with 31,872,628 shares outstanding today).
Other than through the LLC, the Members have no such
beneficial ownership except for 1,631,000 shares beneficially owned by Mr.
Paulson, 1,046,000 shares beneficially owned by Mr. Gilstrap and 276,000 shares
beneficially owned by Mr. N. Diaco. Together, the LLC and its Members
beneficially own 72.4% of the Issuer's Common Stock.
Together, LLC and Mr. Paulson beneficially own 68.6% of the
Issuer's Common Stock.
(b) The Reporting Persons' voting and dispositive power is set
forth in the cover pages under items 7-10 on pages 2-6 of this Statement. Each
of Mr. Paulson, Mr. Gilstrap and Mr. N. Diaco has sole voting power and sole
dispositive power for his respective Issuer shares. In addition, each Member of
LLC has given Mr. Paulson a proxy to vote his respective LLC interests. Mr.
Paulson has a sufficient interest in the LLC, even without the proxies, to
control the disposition of LLC's Issuer shares.
(c) No other transactions in the Common Stock were effected by
LLC, Mr. Paulson or any of the other Members since the filing of LLC's Amendment
No. 3 to Schedule 13D, except for the following:
(1) From April 1 through June 11, 1996, LLC exercised (in
eight separate installments) its right to make $1,800,000 of further advances
under the Third Amended and Restated Convertible Promissory Note.
(2) On June 12, 1996, LLC converted $1,800,000 principal
amount of the Third Amended and Restated Secured Convertible Promissory Note
into 7,200,000 unregistered shares of Common Stock. This resulted in Issuer
issuing to LLC as of June 30, 1996 the Fourth Amended and Restated Secured
Convertible Promissory Note in place of the Third Amended and Restated Secured
Convertible Promissory Note.
(3) On July 16, 1996, Mr. Paulson sold 15,000 shares of Common
Stock in a private transaction at $0.50 per share. On August 22, 1996, Mr.
Paulson sold a total of 3,000,000 shares of Common Stock in private transactions
at $0.25 per share.
(4) As of February 1, 1997, the Company and LLC amended
various terms of the Fourth Amended and Restated Secured Convertible Promissory
Note. This resulted in Issuer issuing to LLC the Fifth Amended and Restated
Secured Convertible Promissory Note in place of the Fourth Amended and Restated
Secured Convertible Promissory Note.
(5) Pursuant to Issuer's 1995 Stock Option/Stock Issuance
Plan, each of Messrs. Paulson, Gilstrap and N. Diaco has, on the last day of
each month beginning August 1995, been automatically granted options to purchase
1,000 shares of Issuer Common Stock, with an exercise price equal to the fair
market value of such stock as of each such date, in respect of his service as a
non-employee director. Such automatic option grants were not considered to
constitute beneficial ownership of the underlying shares until June 12, 1996,
when Issuer's shareholders voted to approve such Plan. Through March 31, 1997,
each of Messrs.
Page 10 of 13 Pages
<PAGE> 11
Paulson, Gilstrap and N. Diaco has received automatic option grants for a
per-person total of 20,000 shares.
(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
securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
(a) The relationship among the Members of LLC is governed by the
Operating Agreement of LLC, as amended from time to time.
(b) Purchase Agreement. See Item 7.c.
(c) Amendment of Purchase Agreement. See Item 7.m.
(d) Fourth Amended and Restated Secured Convertible Promissory Note
(convertible into Common Stock, currently at $0.25 per share; also provides a
matching purchase right in favor of LLC in the event of Common Stock issuances
by Issuer). Secured by all assets of Issuer. See Items 7.d, 7.j, 7.k, 7.n and
7.o.
(e) Fifth Amended and Restated Secured Convertible Promissory Note
(convertible into Common Stock, currently at $0.25 per share; also provides a
matching purchase right in favor of LLC in the event of Common Stock issuances
by Issuer). Secured by all assets of Issuer. See Items 7.d, 7.j, 7.k, 7.n, 7.o
and 7.p.
(f) Agreement and Irrevocable Proxy (five-year proxy to LLC from
DaVinci Scientific Corporation -- 3,902,956 shares of Common Stock; includes an
agreement to vote such shares so as to cause the election of one nominee of
DaVinci Scientific Corporation as a director of Issuer). See Item 7.e. Now
applicable to those shares in the hands of various transferees.
(g) Agreement and Irrevocable Proxy (five-year proxy to LLC from
Dr. L.S. Smith -- 96,291 shares of Common Stock currently outstanding and
120,365 shares of Common Stock issuable upon exercise of warrants). See Item
7.f.
(h) Agreement and Irrevocable Proxy (five-year proxy to LLC from
Dallas Gold & Silver Exchange, Inc. -- 523,000 shares of Common Stock).
See Item 7.g.
(i) Agreement of Right of First Refusal (Dr. L.S. Smith in favor
of LLC for three years). See Item 7.h.
(j) Agreement of Right of First Refusal (Dallas Gold & Silver
Exchange, Inc. in favor of LLC for three years). See Item 7.i.
(k) Investment Agreement. See Item 7.l.
(l) 1995 Stock Option/Stock Issuance Plan of Issuer, as amended
through August 15, 1995 (entitling each non-employee director of Issuer to
automatic grants of 1,000 stock options on the last day of each month of
service beginning August 1995). Messrs. Paulson, Gilstrap and N. Diaco are
non-employee directors of Issuer. See Item 7.q.
The Members have no such contracts, arrangements, understandings or
relationships.
Page 11 of 13 Pages
<PAGE> 12
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Letter dated January 6, 1995 from Messrs. Paulson,
Gilstrap and Walters to Messrs. Tate and Schmeltzer (previously filed).
b. Letter dated February 6, 1995 from Arter & Hadden to
Messrs. Paulson, Gilstrap and Walters (previously filed).
c. Purchase Agreement dated February 7, 1995 between LLC
and Issuer (previously filed).
d. Secured Convertible Promissory Note dated February 7,
1995 from Issuer to LLC (previously filed).
e. Agreement and Irrevocable Proxy dated February 2,
1995 between LLC and DaVinci Scientific Corporation (previously filed).
f. Agreement and Irrevocable Proxy dated February 7,
1995 between LLC and Dr. L.S. Smith (previously filed).
g. Agreement and Irrevocable Proxy dated February 7,
1995 between LLC and Dallas Gold & Silver Exchange, Inc. (previously filed).
h. Agreement of Right of First Refusal dated February 7,
1995 between LLC and Dr. L.S. Smith (previously filed).
i. Agreement of Right of First Refusal dated February 7,
1995 between LLC and Dallas Gold & Silver Exchange, Inc. (previously filed).
j. First Amended and Restated Secured Convertible
Promissory Note from Issuer to LLC, as amended March 30, 1995 (previously
filed).
k. Second Amended and Restated Secured Convertible
Promissory Note from Issuer to LLC, as amended May 19, 1995 (previously filed).
l. Investment Agreement, as amended, dated as of April
12, 1995 between Issuer and LLC (previously filed).
m. Amendment of Purchase Agreement, dated March 31, 1996
between LLC and Issuer (previously filed).
n. Third Amended and Restated Secured Convertible
Promissory Note from Issuer to LLC, as amended March 31, 1996 (previously
filed).
o. Fourth Amended and Restated Secured Convertible
Promissory Note from Issuer to LLC, as amended as of June 30, 1996 (previously
filed).
p. Fifth Amended and Restated Secured Convertible
Promissory Note from Issuer to LLC, as amended as of February 1, 1997
(previously filed).
q. 1995 Stock Option/Stock Issuance Plan of Issuer, as
amended through August 15, 1995 (previously filed).
Page 12 of 13 Pages
<PAGE> 13
r. Agreement of Joint Filing, dated April 29, 1997 among
LLC and Messrs. A. Paulson, J. Gilstrap, N. Diaco and J. Diaco.
SIGNATURE
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.
April 29, 1997 CARDIODYNAMICS HOLDINGS, LLC
By:/s/ Allen Paulson
-------------------------------
Allen Paulson, Member
By:/s/ James Gilstrap
-------------------------------
James Gilstrap, Member
/s/ Allen Paulson
----------------------------------
ALLEN PAULSON
/s/ James Gilstrap
----------------------------------
JAMES GILSTRAP
/s/ Nicholas Diaco
----------------------------------
NICHOLAS DIACO
/s/ Joseph Diaco
----------------------------------
JOSEPH DIACO
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 13 of 13 Pages
<PAGE> 14
EXHIBIT INDEX
7.r. Agreement of Joint Filing.
<PAGE> 1
EXHIBIT 7.r
Agreement of Joint Filing
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, the
Statement dated April 29, 1997 containing the information required by Schedule
13D, for the shares of Common Stock of CardioDynamics International Corporation,
held by CardioDynamics Holdings, LLC, a California limited liability company,
and by the undersigned individuals.
April 29, 1997 CARDIODYNAMICS HOLDINGS, LLC
By:/s/ Allen Paulson
------------------------------
Allen Paulson, Member
By:/s/ James Gilstrap
------------------------------
James Gilstrap, Member
/s/ Allen Paulson
---------------------------------
ALLEN PAULSON
/s/ James Gilstrap
---------------------------------
JAMES GILSTRAP
/s/ Nicholas Diaco
---------------------------------
NICHOLAS DIACO
/s/ Joseph Diaco
---------------------------------
JOSEPH DIACO
