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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. __)*
NMR OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
629230103
(CUSIP Number)
JOHN MARK STRONG
1650 MULLET COURT
NAPLES, FLORIDA 33940
(813) 774-4514
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 15, 1995
(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 [x]. (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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SCHEDULE 13D
CUSIP No. 629230103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN MARK STRONG SS: 530 36 6379
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
449,121 SHARES OF COMMON STOCK AS OF SEPTEMBER 15, 1995(1/)
NUMBER OF
SHARES -------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 449,121 SHARES OF COMMON STOCK
EACH
REPORTING --------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 449,121 SHARES OF COMMON STOCK AS OF SEPTEMBER 15, 1995(1/)
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,121 SHARES OF COMMON STOCK AS OF SEPTEMBER 15, 1995(1/)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.81% AS OF SEPTEMBER 15, 1995(1/)(2/)
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14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1/) Includes 3,800 shares sold by the Reporting Person on September 18, 1995
and 5,000 shares sold by the Reporting Person on September 20, 1995.
(2/) Assumes 6,591,734 shares outstanding as of September 15, 1995 as
represented to the Reporting Person by the Company's transfer agent,
American Stock Transfer and Trust Co.
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock,
par value $0.10 per share (the "Common Stock"), of NMR of America, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 430 Mountain Avenue, Murray Hill, New Jersey 07974.
Item 2. Identity and Background.
(a) John Mark Strong
(b) The address of the residence of the Reporting Person is 1650
Mullet Court, Naples, Florida 33940.
(c) The Reporting Person is a private investor.
(d) The Reporting Person has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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) The Reporting Person is a citizen of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person obtained the subject shares of Common
Stock in exchange for his shares of the common stock of Morgan Medical
Holdings, Inc. ("Morgan") in connection with the merger (the "Merger") between
NMR Sub, Inc. ("NMR Sub"), a subsidiary of the Company, and Morgan. The
effective date of the Merger was September 15, 1995. The foregoing response to
this Item 3 is qualified in its entirety by reference to the Agreement and Plan
of Merger, dated April 11, 1995 (the "Agreement and Plan of Merger"), by and
among the Company, NMR Sub and Morgan, the full text of which is filed as
Exhibit 1 hereto and incorporated herein by this reference.
Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership of the
shares of Common Stock to which this Statement on Schedule 13D relates as a
result of the Merger described in Item 3 above.
Except as described in this Statement on Schedule 13D, the
Reporting Person has not formulated any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company except such
dispositions as may be made from time to time by the Reporting Person pursuant
to investment decisions made in the normal course of Reporting Person's
investment activities; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) any changes in the Company's charter or by-laws or
other actions which may impede the acquisition or control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to those enumerated above.
The foregoing notwithstanding, the Reporting Person may at any
time change any of his current intentions, acquire additional shares of Common
Stock or sell or otherwise dispose of all or any part of the Common Stock
beneficially owned by him, or take any other action with respect to the Company
or any of its securities in any manner permitted by law.
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Item 5. Interest in Securities of the Issuer.
The Reporting Person acquired beneficial ownership of the
shares of the Common Stock described in Item 3 to which this Statement on
Schedule 13D relates pursuant to the Merger and the distribution of shares of
the Common Stock of the Company contemplated thereby.
(a) The Reporting Person beneficially owned, in the
aggregate, 449,121 shares of the Common Stock outstanding, representing 6.81%
of the outstanding Common Stock as of September 15, 1995. Beneficial ownership
of such shares was acquired as described in Item 3.
(b) The number of shares of the Common Stock as to which
there is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition for the Reporting Person is set
forth in the cover pages and such information is incorporated herein by this
reference. Pursuant to the terms of an Irrevocable Proxy, dated September 15,
1995 (the "Irrevocable Proxy"), the Reporting Person appointed Joseph G. Dasti
and John P. O'Malley, III, as his attorneys and proxies to vote his shares of
the Common Stock in favor of any and all nominees for election as director of
the Company proposed by the board of directors of the Company at any
shareholder meetings (or to execute written consents with respect to the Common
Stock in lieu of such meetings) at which directors are to be elected and any
nominee(s) for director are presented by any person(s) in opposition to the
nominee or nominees for election proposed by the board of directors of the
Company. The foregoing response to this Item 5(b) is qualified in its entirety
by reference to the Irrevocable Proxy, the full text of which is filed as
Exhibit 2 hereto and incorporated herein by this reference. The Reporting
Person disclaims beneficial ownership of any shares of Common Stock held by
Messrs. Dasti and O'Malley and denies that he forms a "group" with Messrs.
Dasti and O'Malley.
(c) There have been no reportable transactions with
respect to the Common Stock within the last 60 days by the Reporting Person
except as set forth in Item 3 hereof except for the acquisition of the common
stock being report on this Schedule 13D and for the following sales of the
Common Stock, 3,800 shares on September 18, 1995 and 5,000 shares on September
20, 1995.
(d) The Reporting Person has the sole right to receive
dividends from, or the proceeds from the sale of, the securities reported
hereon.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the Securities of the Issuer.
The responses to Item 3, Item 4 and Item 5 are incorporated
herein by this reference.
There are no contracts, arrangements, understandings or
relationships with respect to the securities of the issuer except as follows:
The Reporting Person issued his Irrevocable Proxy to vote his shares of the
Common Stock in favor of the election of directors as described above in the
response to Item 5; and the Reporting Person has pledged a portion of his
shares of the Common Stock to the following natural persons or entities in
connection with loans made to the Reporting Person; DVI Financial Services Inc.
(175,000 shares), the Company (79,811 shares) and NationsBank (29,978 shares).
The loans and pledges are subject to standard default provisions pursuant to
which the pledgees would have the right to vote such shares after the
occurrence of an event of default that is not cured on a timely basis.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger3/
2. The Irrevocable Proxy of John Mark Strong dated September
15, 1995.
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement on Schedule 13D with respect to the undersigned is
true, complete and correct.
Dated: November 7, 1995
/s/ J. Mark Strong
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J. Mark Strong
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(3/) Incorporated by reference to the NMR of America Registration Statement
on Form S-4 (Registration No. 33-61681) as filed with the Securities and
Exchange Commission on August 8, 1995.
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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<S> <C> <C>
1 Agreement and Plan of Merger (4/)
2 Irrevocable Proxy of John Mark 8
Strong dated September 15, 1995
</TABLE>
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(4/) Incorporated by reference to the NMR of America Registration Statement
on Form S-4 (Registration No. 33-61681) as filed with the Securities and
Exchange Commission on August 8, 1995.
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NMR OF AMERICA, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Joseph G. Dasti and John P.
O'Malley, III, and each of them, or their respective successors as President and
Chief Executive Officer or Executive Vice President- Finance and Chief Financial
Officer of NMR of America, Inc. (the "Company"), the attorneys and proxies of
the undersigned, with full power of substitution, to vote all of the shares of
capital stock of the Company now owned or hereafter acquired by the undersigned
(and any and all other shares or other securities issued or issuable on or after
the execution of this proxy in respect of such shares) (collectively, the
"Shares") in favor of any and all nominees for election as director of the
Company proposed by the Board of Directors of the Company at any meeting of the
shareholders of the Company (or to execute written consents with respect to the
shares in lieu of such meeting) at which directors of the Company are to be
elected and any nominee(s) for director are presented by any person(s) in
opposition to the nominee or nominees for election proposed by the Board of
Directors of the Company.
This proxy shall be effective for a period of three years following the
date set forth below. This proxy revokes any other proxy granted by the
undersigned at any time with respect to the Shares. This proxy is executed and
delivered by the undersigned pursuant to that certain Agreement and Plan of
Merger dated as of April 11, 1995, as amended, among the Company, NMR Sub, Inc.,
a corporation organized under the laws of the State of Delaware, and Morgan
Medical Holdings, Inc., a corporation organized under the laws of the State of
Colorado, and is irrevocable and coupled with an interest.
This proxy shall be binding upon and enforceable against all heirs,
successors, assigns and legal representatives of the undersigned and all holders
of any or all of the Shares.
/s/ J. Mark Strong
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Dated: September 15, 1995
