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.
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(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
629230 10 3
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(CUSIP Number)
Joseph G. Dasti,
c/o NMR of America, Inc.
430 Mountain Ave., Murray Hill, NJ 07974
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1995
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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 |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
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 and
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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 629230 10 3 Page 2 of 7 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph G. Dasti
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF,OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 559,513
OWNED BY
REPORTING 8 SHARED VOTING POWER
PERSON WITH
449,121
9 SOLE DISPOSITIVE POWER
559,513
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,008,634
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS 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>
SCHEDULE 13D
CUSIP NO. 629230 10 3 Page 3 of 7 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. O'Malley III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF,OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 48,626
OWNED BY
REPORTING 8 SHARED VOTING POWER
PERSON WITH
449,121
9 SOLE DISPOSITIVE POWER
48,626
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS 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>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is common stock, par value $.01 per share ("Common Stock"), of NMR of America,
Inc., a Delaware corporation (the "Company"). The name and address of the
principal executive offices of the Company is 430 Mountain Avenue, Murray Hill,
New Jersey 07974.
This Schedule 13D supercedes the Schedule 13D filed by Joseph G. Dasti
on February 20, 1992 with respect to the Common Stock of the Company.
Item 2. Identity and Background.
Joseph G. Dasti
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The name of the reporting person is Joseph G. Dasti. The business address
of Mr. Dasti is NMR of America, Inc., 430 Mountain Avenue, Murray Hill, New
Jersey 07974. Mr. Dasti is the President and Chief Executive Officer of the
Company. The Company is engaged in the business of installing, managing and
maintaining magnetic resonance imaging systems and other imaging systems used
for diagnostic purposes. Mr. Dasti is a United States citizen.
John P. O'Malley III
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The name of the reporting person is John P. O'Malley III. The business
address of Mr. O'Malley is NMR of America, Inc., 430 Mountain Avenue, Murray
Hill, New Jersey 07974. Mr. O'Malley is the Executive Vice President-Finance
and Chief Financial Officer of the Company. The Company is engaged in the
business of installing, managing and maintaining magnetic resonance imaging
systems and other imaging systems used for diagnostic purposes. Mr. O'Malley is
a United States citizen.
Messrs. Dasti and O'Malley are sometimes referred to herein collectively as
the "Reporting Persons".
Neither of the Reporting Persons has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in such Reporting
Person being or having been 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.
The shares beneficially owned by Mr. O'Malley (other than the shares of
Common Stock subject to the Strong Proxy (as defined below)) were acquired with
personal funds. The amount of funds used in making these purchases was
approximately $34,000.
<PAGE>
The shares beneficially owned by Mr. Dasti (other than the shares of Common
Stock subject to the Strong Proxy (as defined below)) were acquired with
personal funds. The amount of funds used in making these purchases was
approximately $92,500.
In connection with the acquisition of Morgan Medical Holdings, Inc.
("Morgan") by the Company on September 15, 1995, J. Mark Strong, the former
President and Chief Executive Officer and principal stockholder of Morgan,
granted an irrevocable proxy (the "Strong Proxy") to Mr. Dasti and Mr. O'Malley,
authorizing either of them, or their respective successors as President and
Chief Executive Officer or Executive Vice President-Finance and Chief Financial
Officer of the Company, for a period of three years immediately following the
completion of the acquisition, to vote the shares of Common Stock beneficially
owned by Mr. Strong with respect to any election of directors of the Company for
which any nominees for director are presented in opposition to the persons
nominated by the Company's Board of Directors (an "Election Contest"). Mr.
Strong received 449,121 shares of Common Stock in connection with the
transaction between the Company and Morgan, all of which are subject to the
Strong Proxy.
Item 4. Purpose of Transaction.
Each of the Reporting Persons has acquired the shares beneficially owned by
him (other than the shares subject to the Strong Proxy) for investment purposes
only. The shares of Common Stock subject to the Strong Proxy will be voted
by the Reporting Persons only in the event of an Election Contest. Neither of
the Reporting Persons presently has any plans or proposals relating to
subsections (a) through (j) of Item 4 of Schedule 13D, although each of the
Reporting Persons reserves the right to acquire additional shares of Common
Stock.
Item 5. Interest in Securities of the Issuer
Mr. Joseph G. Dasti is the beneficial owner of 1,008,634 shares of Common
Stock, including 417,500 shares of Common Stock subject to options and warrants
to purchase such shares which are presently exercisable and 449,121 shares of
Common Stock subject to the Strong Proxy. Mr. Dasti has the sole power to vote
or direct the vote, and to dispose or direct the disposition, of the shares
beneficially owned by Mr. Dasti other than the shares subject to the Strong
Proxy. Mr. Dasti shares with Mr. O'Malley the right to vote the shares subject
to the Strong Proxy in the event of an Election Contest. See response to
Item 3. As of the date hereof, the shares of Common Stock beneficially owned by
Mr. Dasti represent approximately 16.1% of the outstanding Common Stock. Mr.
Dasti disclaims beneficial ownership of any shares beneficially owned by Mr.
O'Malley other than the shares subject to the Strong Proxy.
<PAGE>
Mr. O'Malley is the beneficial owner of 497,747 shares of Common Stock,
including 35,000 shares of Common Stock subject to options to purchase such
shares which are presently exercisable and 449,121 shares of Common Stock
subject to the Strong Proxy. Mr. O'Malley has the sole power to vote or direct
the vote, and to dispose or direct the disposition, of the shares beneficially
owned by Mr. O'Malley other than the shares subject to the Strong Proxy. Mr.
O'Malley shares with Mr. Dasti the right to vote the shares subject to the
Strong Proxy in the event of an Election Contest. See response to Item 3. As
of the date hereof, the shares of Common Stock beneficially owned by Mr.
O'Malley represent approximately 8.0% of the outstanding Common Stock.
Mr. O'Malley disclaims beneficial ownership of any shares beneficially owned
by Mr. Dasti other than the shares subject to the Strong Proxy.
Neither of the Reporting Persons has engaged in any transactions in Common
Stock of the Company during the sixty days preceding the filing of this
Schedule 13D.
Item 6. Contracts, Arrangements, Understandings with respect to Securities of
the Issuer.
See response to Item 3 above.
Item 7. Material to be Filed as Exhibits
The Strong Proxy is filed herewith as Exhibit A.
_________________________
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Date: September 21, 1995
/s/ Joseph G. Dasti
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Joseph G. Dasti
/s/ John P. O'Malley III
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John P. O'Malley III
<PAGE>
Exhibit A
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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J. Mark Strong
Dated: September 15, 1995
