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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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Lifeline Systems, Inc.
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(Name of Issuer)
Common Stock, $.02 Par Value
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(Title of Class of Securities)
532192 10 1
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(CUSIP Number)
Ms. Sheryl B. Kaplan, Lifeline Systems, Inc., 640 Memorial Drive, Cambridge,
MA 02139 (617) 679-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 11, 1994
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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.)
NOTE: Six copies of this statement, including all 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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CUSIP NO. 532192 10 1 SCHEDULE 13D PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Feinstein
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 370,676 (beneficial interest disclaimed in 16,000)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 370,676 (beneficial interest disclaimed in 16,000)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
354,676
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
Explanatory Note: This Amendment No. 1 to Schedule 13D updates share and
option information pertaining to the filer. This Amendment
also includes certain shares beneficially owned by the filer
through an interest in the Employee's Savings and Investment
Plan of Lifeline Systems, Inc., which shares were not
included in the filer's initial Schedule 13D filing.
Item 1. Security and Issuer
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Common Stock, $.02 par value per share ("Common Stock"), of Lifeline
Systems, Inc. (the "Company"), 640 Memorial Drive, Cambridge,
Massachusetts 02139
Item 2. Identity and Background
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(a) Ronald Feinstein
(b) c/o Lifeline Systems, Inc., 640 Memorial Drive, Cambridge,
Massachusetts 02139
(c) President and Chief Executive Officer of the Company, 640
Memorial Drive, Cambridge, Massachusetts 02139
(d) None
(e) None
(f) U.S.
Item 5. Interest in Securities of the Issuer
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(a) As of March 31, 1996, Mr. Feinstein beneficially owned 370,676
shares of Common Stock, except as this amount may be limited by
the explanations contained in the following paragraphs:
1. 354,676 shares are owned directly by Mr. Feinstein. Includes
167,500 shares that Mr. Feinstein has the right to acquire
within sixty days after March 31, 1996. Also includes 6,642
shares which Mr. Feinstein beneficially owns through his
interest in the Company's Employees' Savings and Investment
Plan (the "401(k) Plan"), as to which shares Mr. Feinstein
possesses sole dispositive power and voting power.
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2. 16,000 shares are held by Mr. Feinstein's children. Mr.
Feinstein has sole voting and dispositive power over such
shares, but he disclaims any beneficial interest.
(b) See Item 5(a) above.
(c) This Item 5(c) describes the acquisitions of Common Stock by Mr.
Feinstein between the date sixty days prior to March 31, 1996 and
the date of the filing of this statement:
Mr. Feinstein became the beneficial owner of 152 shares of Common
Stock though purchases of Common Stock by the 401(k) Plan on
March 31, 1996 at prices ranging from $11.875 to $12.25 per share
(as to which shares Mr. Feinstein possesses sole dispositive
power and voting power).
(d) Mr. Feinstein's children own 16,000 shares of Common Stock and
have the right to receive any dividends that may be declared and
any proceeds from the sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
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Pursuant to the terms of an employment agreement, as amended,
effective as of August 27, 1992, Ronald Feinstein became the Executive
Vice President and Chief Operating Officer of the Company on October
1, 1992, and the President and Chief Executive Officer on January 1,
1993. Mr. Feinstein receives a base salary of not less than $200,000
annually. Pursuant to the terms of Mr. Feinstein's agreement, on
September 1, 1992, the Company sold to Mr. Feinstein 83,333 shares of
the Company's Common Stock at a price of $3.00 per share (which
represented the fair market value of the Common Stock on August 27,
1992) for an aggregate price of $250,000. The Company loaned $250,000
to Mr. Feinstein for seven years at an annual interest rate of 5.98%
pursuant to the terms of a promissory note (the "Note") which is
secured by the Common Stock that Mr. Feinstein purchased. The Note
will accelerate and become immediately due and payable on the
twentieth business day following a determination (the "Determination
Date")
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by the Chief Financial Officer of the Company, with the approval of
the Chairman of the Compensation Committee, that the value of 40,000
shares of Common Stock (based on the average of the high and low trade
prices reported on the Nasdaq National Market for the 15 consecutive
trading days prior to the Determination Date) exceeds (i) the sum of
$450,000 plus (ii) the federal and state taxes on a gross-up basis in
effect on the Determination Date, determined as if 40,000 shares, with
a total cost of $200,000, were bought and sold on the Determination
Date and resulted in a net profit after applicable taxes of $250,000.
Until the Note is paid in full, but in no event later than April 15,
1999, the Company will pay Mr. Feinstein a bonus equal to the lesser
of (x) the annual interest due on the Note and (y) 1% of the Company's
pre-tax profit (a) in the first year that the Company achieves a
specified level of after-tax net profit, and (b) in subsequent years,
in the event that the Company achieves certain percent increases in
net profit from the previous year.
Pursuant to his employment agreement, Mr. Feinstein also received a
nonstatutory stock option to purchase up to 150,000 shares of Common
Stock at an exercise price of $3.00 per share (which represented the
fair market value on the date of grant), vesting one-fifth on the date
of grant and one-fifth on each of the next four anniversary dates. The
original expiration date of this stock option was the fifth
anniversary of the date of grant; on December 6, 1995, the Stock
Option Plans Committee extended the exercise period of the option for
an additional five years, so that the option will expire on August 27,
2002. Pursuant to his employment agreement, Mr. Feinstein was also
granted a stock option to purchase up to 100,000 shares of Common
Stock at $3.00 per share (which represented the fair market value on
the date of grant), subject to a vesting schedule that originally
provided for vesting in three equal annual installments commencing
April 15 in the year following the achievement of certain financial
goals. On September 27, 1995, the Stock Option Plans Committee amended
this option to provide for vesting on the earlier of the six-year
anniversary of the date of grant or in three equal annual installments
commencing April 15 in the year following the achievement of certain
financial goals. Upon a change in control of the Company, (i) the
stock option for 150,000 shares described above would be accelerated
and deemed to be
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vested, and (ii) the stock option for 100,000 shares described above
would also be accelerated and deemed to be vested, provided that the
Company has achieved a certain level of profitability for the four
quarters preceding such change in control.
The Company also granted to Mr. Feinstein the following options for
his service as a director of the Company: options to purchase 1,001
shares at $2.42 per share granted on January 1, 1990, which were
exercised on February 13, 1995; options to purchase 4,500 shares at
$10.00 per share granted on January 9, 1991, which options are
currently fully-vested; and options to purchase 3,000 shares at
$14.375 per share granted on January 9, 1992, which options are
currently fully vested.
Item 7. Material to be filed as Exhibits
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The following is a list of exhibits to this Amendment No. 1 to Schedule
13D. The following exhibits have, as indicated below, previously been filed by
and on behalf of the Company with the Securities and Exchange Commission under
the Securities and Exchange Act of 1934 and are referred to and incorporated
herein by reference to such filings.
Exhibit 1. Nonqualified Stock Option Agreement between the Company
--------- and Mr. Feinstein, dated as of January 2, 1990.
(Filed with the Company's 10-Q for the quarter ended
June 30, 1990)
Exhibit 2. Amended Employment and Noncompetition Agreement between
--------- Mr. Feinstein and the Company, dated August 27, 1992.
(Filed with the Company's 10-K for the year ended
December 31, 1992)
Exhibit 3. Secured Promissory Note between Mr. Feinstein and the
--------- Company, dated September 1, 1992.
(Filed with the Company's 10-K for the year ended
December 31, 1992)
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Exhibit 4. Security and Pledge Agreement between Mr. Feinstein and
--------- the Company, dated September 1, 1992.
(Filed with the Company's 10-K for the year ended
December 31, 1992)
Exhibit 5. Nonstatutory Stock Option Agreement, as amended,
--------- between Mr. Feinstein and the Company, dated August 27,
1992.
(Filed with the Company's 10-K for the year ended
December 31, 1992)
Exhibit 6. Special Non-Statutory Stock Option Agreement, as
--------- amended, between Mr. Feinstein and the Company, dated
August 27, 1992.
(Filed with the Company's 10-K for the year ended
December 31, 1992)
Exhibit 7. Non-Statutory Stock Option Agreement between Mr.
--------- Feinstein and the Company, dated February 11, 1994.
(Filed with the Company's 10-Q for the quarter ended
March 31, 1994)
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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.
/s/ Ronald Feinstein
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Ronald Feinstein
Dated: April 30, 1996
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