<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Minntech Corporation
------------------------------
(Name of Issuer)
Common Stock, $.05 par value
------------------------------
(Title of Class of Securities)
604258103
------------------------------
(CUSIP Number)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 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(b)(3) or (4), check the following box. /_/
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 the
disclosures provided in a prior cover page. The information required in 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).
Page 1 of 15 Pages
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---------------------------
CUSIP No. 604258103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Kenneth Brimmer
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See instructions) PF
-------------------------------------------------------------------------------
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 Minnesota
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 44,800
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
200,000
OWNED BY
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,800
PERSON ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
200,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,800
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
(See instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
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Page 2 of 15 Pages
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CUSIP No. 604258103
Item 1. SECURITY AND ISSUER.
(a) Title of Class of Securities: Common Stock, $.05 par value per
share.
(b) Name of Issuer: Minntech Corporation (the "Company")
(c) Address of Issuer's Principal Executive Offices: 14605 28th
Avenue South, Minneapolis, Minnesota 55447
Item 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Kenneth Brimmer
(b) Business Address: Suite 1500, 601 Carlson Parkway, Minnetonka,
Minnesota 55305
(c) Principal Occupation or Employment: Chairman and Chief
Executive Officer of Active IQ Technologies, Inc.
(d) Conviction in a criminal proceeding during the last five
years: No.
(e) Subject, during the last five years, to a judgment, decree or
final order enjoining securities laws violations: No.
(f) Citizenship: Minnesota.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Personal funds.
Item 4. PURPOSE OF TRANSACTION.
Mr. Brimmer has no definitive plans at this time with respect to the
Company which would result in the acquisition of additional securities of the
Company, an extraordinary corporate transaction or sale or transfer of assets of
the Company, a change in the Board of Directors or management or charter or
bylaws of the Company, the delisting of the Company securities or any similar
transaction. However, Mr. Brimmer will continue to review all available
alternatives and may elect a different course of action in the future, which may
include an initiative to alter the Articles or Bylaws or composition of the
Board of Directors of the Company. Mr. Brimmer has not discussed any alternative
with the Company.
Page 3 of 15 Pages
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Item 5. INTEREST IN SECURITIES OF ISSUER
(a) Number and Percentage of Class beneficially owned: As of
September 21, 2000, Mr. Brimmer personally owned 44,800 shares
of the Registrant. Mr. Brimmer is a director and shareholder
of Oxboro Medical, Inc., which, as of September 21, 2000,
owned 200,000 shares of the Registrant. Mr. Brimmer has either
sole or shared voting and dispositive power over 244,800
shares or 3.6% of the common stock of the Company.
Mr. Brimmer disclaims ownership of the 135,000 shares held by
Mr. Copperud, which, if not disclaimed would result in a
beneficial ownership for Mr. Brimmer of 379,800 shares or 5.7%
of the common stock of the Company.
(b) As of September 21, 2000, Mr. Brimmer had sole voting and
dispositive power over 44,800 shares of the Company owned by
him and shared voting and dispositive power with respect to
200,000 shares of the Company owned by Oxboro Medical, Inc.
Mr. Brimmer disclaims beneficial ownership with respect to the
shares the Company owned individually by Mr. Copperud.
(c) Transactions within 60 days: The following table summarizes
Mr. Brimmer's transactions in the common stock of the
Registrant within the last sixty (60) days:
<TABLE>
<CAPTION>
DATE TRANSACTION PRICE PER SHARE NUMBER OF SHARES
---- ----------- --------------- ----------------
<S> <C> <C> <C>
July 22, 2000 Purchase 6.503 5,000
August 22, 2000 Purchase 6.113 20,000
August 23, 2000 Purchase 6.126 10,000
September 7, 2000 Purchase 6.531 7,500
September 11, 2000 Purchase 6.704 2,300
</TABLE>
(d) Ability to Direct the Receipt of Dividends or the Proceeds of
Sale of Securities:
Not applicable.
(e) Last Date on Which Reporting Person Ceased to be a 5% Holder:
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
this Form 13D or between such persons and any person with
respect to any securities of Oxboro Medical, Inc., except that
Mr. Brimmer and Mr. Copperud have an informal, unwritten,
non-binding understanding. Such understanding, to
Page 4 of 15 Pages
<PAGE>
date, is to the effect that each will try (but not necessarily
beforehand) to keep the other informed of any significant
purchases or sales which such person makes, and that each will
share, with the other, information concerning Oxboro Medical,
Inc., and requests for information addressed to Oxboro
Medical, Inc., which might affect the valuation of their
respective investments. There are no contracts, arrangements,
understandings or relationships (legal or otherwise)
involving any person named in this Schedule 13D relating to
the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated as of September 22,
2000.
Page 5 of 15 Pages
<PAGE>
-----------------------
CUSIP No. 604258103
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Gary Copperud
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See instructions) 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 Colorado
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 135,000
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
200,000
OWNED BY
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 135,000
PERSON ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
200,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
(See instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
-------------------------------------------------------------------------------
Page 6 of 15 Pages
<PAGE>
CUSIP No. 604258103
Item 1. SECURITY AND ISSUER.
(a) Title of Class of Securities: Common Stock, $.05 par value per
share.
(b) Name of Issuer: Minntech Corporation (the "Company")
(c) Address of Issuer's Principal Executive Offices: 14605 28th
Avenue South, Minneapolis, Minnesota 55447.
Item 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Gary Copperud.
(b) Business Address: 13828 Lincoln Street NE, Ham Lake, Minnesota
55304
(c) Principal Occupation or Employment: Investor
(d) Conviction in a criminal proceeding during the last five
years: No.
(e) Subject, during the last five years, to a judgment, decree or
final order enjoining securities laws violations: No.
(f) Citizenship: Colorado.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Personal funds.
Item 4. PURPOSE OF TRANSACTION.
Mr. Copperud has no definitive plans at this time with respect to the
Company which would result in the acquisition of additional securities of the
Company, an extraordinary corporate transaction or sale or transfer of assets of
the Company, a change in the Board of Directors or management or charter or
bylaws of the Company, the delisting of the Company securities or any similar
transaction. However, Mr. Copperud will continue to review all available
alternatives and may elect a different course of action in the future, which may
include an initiative to alter the Articles or Bylaws or composition of the
Board of Directors of the Company. Prior to the Group's acquisition of 5% of the
common stock of the Company, Mr. Copperud had discussions with members of
management of the Company with respect to changes in the composition of the
Board of Directors of the Company.
Page 7 of 15 Pages
<PAGE>
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) Number and Percentage of Class beneficially owned: As of
September 21, 2000, Mr. Copperud personally owned 135,000
shares of the Registrant. Mr. Copperud is a director and
shareholder of Oxboro Medical, Inc., which, as of September
21, 2000, owned 200,000 shares of the Registrant. Mr. Copperud
has either sole or shared voting and dispositive power over
335,000 shares or 5% of the common stock of the Company.
Mr. Copperud disclaims ownership of the 44,800 shares held by
Mr. Brimmer, which, if not disclaimed would result in a
beneficial ownership for Mr. Copperud of 389,800 shares or 5.7
% of the common stock of the Company.
(b) As of September 21, 2000, Mr. Copperud had sole voting and
dispositive power over 135,000 shares of the Company owned by
him. As of September 21, 2000, Mr. Copperud shared voting and
dispositive power with respect to 200,000 shares of the
Company owned by Oxboro Medical, Inc.
Mr. Copperud disclaims beneficial ownership with respect to
the shares of the Company owned by Mr. Brimmer.
(c) Transactions within 60 days: The following table summarizes
Mr. Copperud's transactions in the common stock of the
Registrant within the last sixty (60) days Mr. Copperud owned
72,800 shares of the Company prior to July 26, 2000.
<TABLE>
<CAPTION>
DATE TRANSACTION PRICE PER SHARE NUMBER OF SHARES
---- ----------- --------------- ----------------
<S> <C> <C> <C>
July 26, 2000 Purchase 6.31 2,000
July 28, 2000 Purchase 6.50 200
July 28, 2000 Purchase 6.56 1,400
August 2, 2000 Purchase 7.125 100
August 2, 2000 Purchase 7.125 100
August 2, 2000 Purchase 7.0625 800
August 2, 2000 Purchase 7.0625 1,200
August 2, 2000 Purchase 7.0625 1,000
August 2, 2000 Purchase 7.0625 2,000
August 2, 2000 Purchase 7.0625 1,400
August 2, 2000 Purchase 7.0625 1,000
August 3, 2000 Purchase 7.00 1,000
August 22, 2000 Purchase 5.75 50,000
</TABLE>
(d) Ability to Direct the Receipt of Dividends or the Proceeds of
Sale of Securities:
Not applicable.
Page 8 of 15 Pages
<PAGE>
(e) Last Date on Which Reporting Person Ceased to be a 5% Holder:
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
this Form 13D or between such persons and any person with
respect to any securities of Oxboro Medical, Inc., except that
Mr. Brimmer and Mr. Copperud have an informal, unwritten,
non-binding understanding. Such understanding, to date, is to
the effect that each will try (but not necessarily beforehand)
to keep the other informed of any significant purchases or
sales which such person makes, and that each will share, with
the other, information concerning Oxboro Medical, Inc., and
requests for information addressed to Oxboro Medical,
Inc., which might affect the valuation of their respective
investments. There are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
persons named in this Form 13D relating to the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated as of September 22,
2000.
Page 9 of 15 Pages
<PAGE>
----------------------
CUSIP No. 604258103
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Oxboro Medical, Inc.
41-1391803
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See instructions) WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 200,000
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 200,000
PERSON ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
(See instructions)
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
CO
-------------------------------------------------------------------------------
Page 10 of 15 Pages
<PAGE>
CUSIP No. 604258103
Item 1. SECURITY AND ISSUER.
(a) Title of Class of Securities: Common Stock, $.05 par value per
share.
(b) Name of Issuer: Minntech Corporation (the "Company")
(c) Address of Issuer's Principal Executive Offices: 14605 28th
Avenue South, Minneapolis, Minnesota 55447.
Item 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Oxboro Medical, Inc.
(b) Principal Office: 13828 Lincoln Street N.E., Ham Lake,
Minnesota 55304.
(c) Principal Business: Oxboro Medical, Inc. develops, assembles
and markets medical and surgical devices.
(d) Conviction in a criminal proceeding during the last five
years: No.
(e) Subject, during the last five years, to a judgment, decree or
final order enjoining securities laws violations: No.
(f) State of Organization: Minnesota.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Working capital.
Item 4. PURPOSE OF TRANSACTION.
Oxboro Medical, Inc. has purchased the shares of the Company for
investment purposes as part of its continuing goal of maximizing value for
Oxboro Medical, Inc. shareholders. Oxboro Medical, Inc. will continue to pursue
strategies which advance this goal. Should market conditions warrant, such
strategies may involve additional purchases of the Company securities. Oxboro
Medical, Inc. has no other plans or proposals with respect to the Company and
has not discussed any plan or proposal with the Company.
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) Number and Percentage of Class beneficially owned: Oxboro
Medical, Inc. has sole voting and dispositive power over
200,000 shares of the Registrant, or 3% of the common stock of
the Registrant. Two of Oxboro Medical, Inc.'s directors also
own shares of the
Page 11 of 15 Pages
<PAGE>
Registrant; Mr. Brimmer has sole voting and dispositive power
over 44,800 shares and Mr. Copperud has sole voting and
dispositive power over 135,000 shares. Oxboro Medical, Inc.
disclaims beneficial ownership of the shares held individually
by Messrs. Brimmer and Copperud, which shares, if not
disclaimed, would result in a total of 389,800 shares, or 5.7%
of the common stock of the Registrant, over which Oxboro
Medical, Inc. would have voting or dispositive power.
(b) As of September 21, 2000, Oxboro Medical, Inc. had sole voting
and dispositive power over 200,000 shares of the Company owned
by it. Oxboro Medical, Inc. does not have shared voting or
dispositive power with respect to any shares of the Company.
Oxboro Medical, Inc. disclaims beneficial ownership with
respect to the shares of the Company owned by Messrs. Copperud
and Brimmer.
(c) Transactions within 60 days: The following table summarizes
Oxboro Medical, Inc.'s transactions in the common stock of the
Registrant within the last sixty (60) days.
<TABLE>
<CAPTION>
DATE TRANSACTION PRICE PER SHARE NUMBER OF SHARES
---- ----------- --------------- ----------------
<S> <C> <C> <C>
August 24, 2000 Purchase 6.1875 2,100
August 24, 2000 Purchase 6.1875 3,300
August 24, 2000 Purchase 6.1875 1,200
August 24, 2000 Purchase 6.1875 3,000
August 24, 2000 Purchase 6.1875 600
August 24, 2000 Purchase 6.1875 5,000
August 24, 2000 Purchase 6.25 4,500
August 24, 2000 Purchase 6.3125 2,200
August 25, 2000 Purchase 6.50 2,200
August 25, 2000 Purchase 6.5625 2,000
August 25, 2000 Purchase 6.5625 2,000
August 28, 2000 Purchase 6.5625 7,300
August 28, 2000 Purchase 6.625 2,000
August 29, 2000 Purchase 6.625 3,800
August 29, 2000 Purchase 6.6875 1,000
August 29, 2000 Purchase 6.71875 1,500
August 29, 2000 Purchase 6.75 1,000
August 30, 2000 Purchase 6.4375 2,300
August 30, 2000 Sale 6.50 1,000
August 30, 2000 Purchase 6.50 5,000
August 31, 2000 Purchase 6.46875 2,300
</TABLE>
Page 12 of 15 Pages
<PAGE>
<TABLE>
<CAPTION>
DATE TRANSACTION PRICE PER SHARE NUMBER OF SHARES
---- ----------- --------------- ----------------
<S> <C> <C> <C>
August 31, 2000 Purchase 6.50 2,000
August 31, 2000 Purchase 6.50 3,700
September 1, 2000 Purchase 6.375 10,000
September 1, 2000 Purchase 6.50 5,000
September 1, 2000 Purchase 6.50 5,000
September 5, 2000 Purchase 6.5625 13,000
September 6, 2000 Sale 6.3125 2,000
September 7, 2000 Purchase 6.46875 35,000
September 12, 2000 Purchase 6.9603 31,500
September 12, 2000 Purchase 6.9375 10,000
September 14, 2000 Purchase 7.625 33,500
</TABLE>
(d) Ability to Direct the Receipt of Dividends or the Proceeds of
Sale of Securities:
Not applicable.
(e) Last Date on Which Reporting Person Ceased to be a 5% Holder:
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated as of September 22,
2000.
Page 13 of 15 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated September 22, 2000
/s/ Kenneth Brimmer
---------------------------------------
Kenneth Brimmer
/s/ Gary Copperud
---------------------------------------
Gary Copperud
OXBORO MEDICAL, INC.
By: /s/ Linda Erickson
------------------------------------
Linda Erickson, Chief Financial Officer
Page 14 of 15 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned, Kenneth Brimmer, Gary Copperud and Oxboro Medical,
Inc., hereby agree that, pursuant to 17 CFR Section 240.13d-1(k)1, this
Schedule 13D relating to securities of Minntech Corporation shall be filed on
behalf of each of them.
Dated September 22, 2000
/s/ Kenneth Brimmer
---------------------------------------
Kenneth Brimmer
/s/ Gary Copperud
---------------------------------------
Gary Copperud
OXBORO MEDICAL, INC.
By: /s/ Linda Erickson
------------------------------------
Linda Erickson, Chief Financial Officer
Page 15 of 15 Pages
