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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARDIODYNAMICS INTERNATIONAL CORPORATION
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
141597104
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(CUSIP NUMBER)
JOHN MICHAEL PAULSON
2250 EAST TROPICANA #19-121
LAS VEGAS, NV 89119
(702) 429-0699
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 19, 2000
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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 [ ].
(Continued on following pages)
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CUSIP No. 141597104 SCHEDULE 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
(ENTITIES ONLY)
JOHN MICHAEL PAULSON
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
PF-00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
USA
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(7) Sole Voting Power
Number of 895,600
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 10,162,989
Reporting --------------------------------------------------------
Person With (9) Sole Dispositive Power
895,600
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(10) Shared Dispositive Power
10,162,989
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,058,589
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
24.3%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
This statement on Schedule 13D is filed on behalf of John Michael
Paulson (hereinafter referred to as the "Reporting Person"). The Reporting
Person's principal occupation is real estate development. His address, and the
address of Nevastar Investments Corp., the organization in which his real estate
development business is conducted, is 2250 East Tropicana #19-121, Las Vegas, NV
89119. The Reporting Person is a co-trustee of the Allen E. Paulson Living Trust
(UDT dated 12/23/86) (hereinafter referred to as the "Trust") along with Edward
White. The Reporting Person was named a co-executor of Allen Paulson's estate
along with Edward White. The Reporting Person does not affirm that he and Edward
White comprise a "group." The Reporting Person is a U.S. citizen.
During the last five years, the Reporting Person has not been convicted
in a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In 1996 the Reporting Person acquired 895,600 shares of Common Stock
which are directly beneficially owned by him. He purchased these shares in a
private transaction, at a per-share price of $0.25, using a promissory note
payable to Allen E. Paulson, which was paid in full from the Reporting Person's
personal funds in March 2000. Upon Allen Paulson's death on July 19, 2000, Allen
Paulson's Issuer stock options for a total of 59,000 shares of Common Stock
passed to Allen Paulson's estate, and Allen Paulson's majority ownership
interest in CardioDynamics Holdings, LLC (the "LLC"), which owns 103,764 shares
of Common Stock, passed to Allen Paulson's estate. As co-executor of Allen
Paulson's estate, the Reporting Person now has beneficial ownership (shared with
Edward White, as co-executor) in these shares. The voting power in the LLC's
shares is also shared with the other members of the LLC. Before Allen Paulson's
death, he had transferred 10,000,225 shares (plus the 418,409 shares later sold
as described in Item 5 below) of Common Stock to the Trust. He had continued to
report on Schedule 13D those shares as beneficially owned by him, because he was
trustee of the Trust and the Trust was revocable by him. Upon his death, all
shares of Common Stock subject to the Trust
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became irrevocably vested in the Trust and beneficial ownership passed to the
Reporting Person and Edward White as the successor co-trustees of the Trust.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person's/Trust's/estate's acquisitions of securities were
for investment purposes.
On July 27, 2000, the Reporting Person was elected as a director of
Issuer. The Reporting Person's beneficial ownership amount of Common Stock may
be large enough to confer control of Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Item 3 and rows 7-10 on page 2 of this statement. The
Reporting Person directly owns 895,600 shares of Issuer Common Stock for his own
account. The Trust directly owns (after the 418,409-share sale reported below)
10,000,225 shares of Common Stock; the Reporting Person and Edward White share
voting power and dispositive power as to those shares. As co-executor of Allen
Paulson's estate, the Reporting Person beneficially owns Allen Paulson's stock
options to acquire 59,000 shares of Common Stock and Allen Paulson's majority
interest in the LLC, which owns 103,764 shares of Common Stock. The Reporting
Person and Edward White, as co-executors, share voting and dispositive power
over the stock options and share dispositive power over the LLC's Issuer stock.
The Reporting Person and Edward White, as co-executors, share voting power over
the LLC's Issuer stock with James Gilstrap, Nicholas Diaco and Joseph Diaco.
Together, all this represents, for the Reporting Person, 24.3% of Issuer's
Common Stock under the Rule 13d-3(d)(1) calculation (with 45,376,748 shares
outstanding at July 29, 2000).
Edward White's principal occupation is accounting, and he is the
senior partner of Edward White and Company, a certified public accounting firm.
Edward White's address, and the address of Edward White and Company, the
organization in which his business is conducted, is 21700 Oxnard Street, Suite
400, Woodland Hills, California 91367. He is a U.S. Citizen. During the last
five years Edward White has not been convicted in a 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.
No transactions in the Common Stock were effected by the
Reporting Person during the past 60 days, except for the following:
(1) Transfers of beneficial ownership by operation of Allen
Paulson's death on July 19, 2000. See Item 3.
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(2) On July 28, 2000, the Trust sold 418,409 shares of Common
Stock back to Issuer for $5.59 per share (before fees), in connection with a
private placement of Common Stock by Issuer to private investors at the same
price per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
July 29, 2000
/s/ John Michael Paulson
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John Michael Paulson
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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