<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARDIODYNAMICS INTERNATIONAL CORPORATION
--------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
141597104
--------------------------------------------------------------------------------
(CUSIP NUMBER)
STEVE DECHANT
DEL MAR COUNTRY CLUB
P.O. BOX 9660
RANCHO SANTA FE, CA 92067
(858) 759-5990
--------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 19, 2000
--------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
Page 1 of 4
<PAGE> 2
CUSIP No. 141597104 SCHEDULE 13D Page 2 of 4 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
(ENTITIES ONLY)
ALLEN PAULSON, DECEASED
---------------------------------------------------------------------
(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
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Reporting --------------------------------------------------------
Person With (9) Sole Dispositive Power
0
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN (deceased 7/19/2000)
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
<PAGE> 3
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 6175 Nancy Ridge Drive,
Suite 300, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
Allen Paulson, deceased. (Allen Paulson previously reported
beneficial ownership of the Common Stock in a joint and group Schedule 13D filed
in the name of CardioDynamics Holdings, LLC, a California limited liability
company. Mr. Paulson died on July 19, 2000.)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Allen Paulson's purchases were for investment, although his
stockholdings may have been large enough to confer control of Issuer. He was
also a director of Issuer until his death.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Allen Paulson ceased to be the beneficial owner of more than 5%
of the Common Stock when he died on July 19, 2000. Before death, he transferred
to his living trust all his Common Stock except his 59,000 stock options and his
indirect beneficial ownership of 103,764 shares of Common Stock through
CardioDynamics Holdings, LLC. Before death, he remained the beneficial owner of
all the Common Stock in the living trust because the living trust was revocable
by him and he was trustee of the living trust. Upon his death, the living trust
became irrevocable and beneficial ownership passed to the successor trustees of
the living trust. Beneficial ownership of Allen Paulson's other
beneficially-owned Common Stock passed to his estate upon his death. Allen
Paulson received 1,000 stock options on May 31, 2000 and 1,000 stock options on
June 30, 2000 under Issuer's stock option plan's automatic-grant program for
directors of Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
Page 3 of 4
<PAGE> 4
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 29, 2000
/s/ John Michael Paulson
------------------------------------
John Michael Paulson, Co-Executor of
the Estate of Allen Paulson
/s/ Edward White
------------------------------------
Edward White, Co-Executor of the
Estate of Allen Paulson
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 4 of 4
