UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)/1/
FISCHER IMAGING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
337719 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this 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.)
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/1/ 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 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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(1) Name of Reporting Person; S.S. or I.R.S. Identification No.
MORGAN W. NIELDS
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization
UNITED STATES
Number of Shares (5) Sole Voting Power 805,719
Beneficially Owned -----------------
by Each Reporting
Person With (6) Shared Voting Power 289,466
---------------
(7) Sole Dispositive Power 805,719
-----------
(8) Shared Dispositive Power 289,466
---------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,095,185 SHARES
(10) Check Box if the Aggregate Amount in Row (9) [ ]
Excludes Certain Shares (See Instructions)
Page 2 of 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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(11) Percent of Class Represented by Amount in Row (9)
15.5%
(12) Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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Item 1(a). Name of Issuer:
FISCHER IMAGING CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
12300 NORTH GRANT STREET
THORNTON, COLORADO 80241
Item 2(a). Name of Person Filing:
MORGAN W. NIELDS
Item 2(b). Address of Principal Business Office:
12300 NORTH GRANT STREET
THORNTON, COLORADO 80241
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
Item 2(e). CUSIP Number:
337719 10 8
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
NOT APPLICABLE.
Page 4 of 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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Item 4. Ownership
Amount Beneficially Owned: 1,095,185 SHARES /2/
Percent of Class: 15.5% 3/
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 805,719
(ii) shared power to vote or to direct the vote: 289,466
(iii) sole power to dispose or to direct the disposition of: 805,719
(iv) shared power to dispose or to direct the disposition of: 289,466
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
NOT APPLICABLE.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
- --------------
/2/ As of February 13, 1998. Includes (1) 697,177 shares owned directly by Mr.
Nields, (2) 108,542 shares beneficially owned by Mr. Nields pursuant to
currently exercisable options, or options exercisable within sixty days of
February 13, 1998, granted to Mr. Nields by Fischer Imaging Corporation under
its employee stock option plan and (3) 170,523 shares held by The Robert L.
Nields Trust and 118,943 shares held by the Florence Wesson Nields Trust (both
trusts, collectively, the "Trusts") of which shares Mr. Nields, as a co-trustee
and beneficiary of the Trusts, may be deemed to be the beneficial owner. Mr.
Nields disclaims beneficial ownership of the shares held by the Trusts except to
the extent of his proportionate interest as beneficiary of the Trusts.
/3/ Based on 7,088,692 shares of Common Stock deemed to be outstanding on
February 13, 1998. Includes 108,542 options granted to Mr. Nields, exercisable
immediately or within 60 days of February 13, 1998.
Page 5 of 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group:
NOT APPLICABLE.
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE.
Item 10. Certification:
NOT APPLICABLE.
Page 6 of 7 Pages
<PAGE>
FISCHER IMAGING CORPORATION SCHEDULE 13G
CUSIP NO. 337719 10 8
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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.
Dated: February 22, 1998
/S/MORGAN W. NIELDS
---------------------------------
Signature
Morgan W. Nields
