UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MICROTEK MEDICAL, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
594939100
(CUSIP Number)
Stephen D. Fox, 2800 One Atlantic Center, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3400; (404) 873-8528
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 30, 1996
(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).
SCHEDULE 13D
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
Isolyser Company, Inc.
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6 Citizenship or Place of Organization
Georgia
7 Sole Voting Power
100 shares
8 Shared Voting Power
0
9 Sole Dispositive Power
100 shares
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
100 shares
12 Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
100%
14 Type of Reporting Person
CO
SEE INSTRUCTIONS BEFORE FILLING OUT
Item 4 is amended as set forth below. All other items remain
unchanged.
ITEM 4. PURPOSE OF THRANSACTION.
On August 30, 1996, Isolyser Company, Inc. (the "Company")
acquired all of the outstanding securities of Microtek Medical,
Inc. ("Microtek") pursuant to a merger (the "Merger"), and
Microtek became a wholly-owned subsidiary of the Company. The
proxies (the "Proxies") previously granted to Isolyser by
certain stockholders of Microtek to vote an aggregate of
2,364,191 shares of Microtek Common Stock pertained only to the
Microtek stockholder meeting held with respect to the Merger.
Since this meeting was held on August 30, 1996, the Proxies have
no further effect or validity. The Company hereby files this
Amendment No. 1 to Schedule 13D to reflect the fact that (i) it
beneficially owns 100% of the outstanding Microtek securities,
and (ii) the Proxies have no further effect or validity. The
original Schedule 13D filed by the Company with respect to the
Proxies, which Schedule is amended by this filing, is attached as
Annex A hereto pursuant to Rule 13d-2(c) of the Securities
Exchange Act of 1934, as amended.
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.
ISOLYSER COMPANY, INC.
By: C. Fred Harlow
______________________
C. Fred Harlow,
Senior Vice President Date: September 10, 1996
and Chief Financial Officer
ANNEX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MICROTEK MEDICAL, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
594939100
(CUSIP Number)
Stephen D. Fox, 2800 One Atlantic Center, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3400; (404) 873-8528
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 1996
(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).
SCHEDULE 13D
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
Isolyser Company, Inc.
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6 Citizenship or Place of Organization
Georgia
7 Sole Voting Power
0
8 Shared Voting Power
2,364,191
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
2,364,191
12 Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
51.47%
14 Type of Reporting Person
CO
SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par
value, of Microtek Medical, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at:
512 Lehmburg Road
Columbus, Mississippi 39702
Item 2. Identity and Background.
1. (a)-(c) Isolyser Company, Inc., a Georgia corporation
("Isolyser"), is the person filing this statement. Isolyser
develops, manufactures and markets proprietary and other products
for patient care, occupational safety and management of
potentially infectious and hazardous waste. Isolyser's products
provide patient care and safety benefits, including protection
from cross-infection, by providing Point-of-Generation
treatment of potentially infectious and hazardous waste.
Isolyser's principal office and principal place of business are
located at 4320 International Blvd., N.W., Norcross, Georgia
30093.
(d) None
(e) None
2. (a) Mr. Robert L. Taylor.
(b) c/o Isolyser Company, Inc., 4320 International
Boulevard, N.W., Norcross, Georgia, 30093.
(c) Mr. Taylor is Chairman of the Board of Directors,
President and Chief Executive Officer of Isolyser. See Item 2,
1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
3. (a) Mr. Travis W. Honeycutt.
(b) c/o Isolyser Company, Inc., 4320 International
Boulevard, N.W., Norcross, Georgia, 30093.
(c) Mr. Honeycutt is Executive Vice President - Research,
Development and Manufacturing, Secretary and a member of the
Board of Directors of Isolyser. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
4. (a) Mr. C. Fred Harlow
(b) c/o Isolyser Company, Inc., 4320 International
Boulevard, N.W., Norcross, Georgia, 30093.
(c) Mr. Harlow is Senior Vice President of Finance, Chief
Financial Officer, Assistant Secretary and a member of the Board
of Directors of Isolyser. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
5. (a) Mr. Michael Sahady
(b) c/o Isolyser Company, Inc., 4405 International
Boulevard, N.W., Suite 117, Norcross, Georgia 30093.
(c) Mr. Sahady is Executive Vice President and a member of
the Board of Directors of Isolyser. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
6. (a) Mr. Jamal Silim
(b) c/o Balsam Healthcare Corp. ("Balsam"), Al-Salam
Building, 3rd Floor, P.O. Box 42124, Al-Thalia Street, Jeddah
21541, SAUDI ARABIA.
(c) Mr. Silim is the Senior Vice President and Chief
Financial Officer of Balsam and a member of the Board of
Directors of Isolyser. See (b) above.
(d) None.
(e) None.
(f) SAUDI ARABIA.
7. (a) Mr. Rosdon Hendrix.
(b) 150 May Glen Way, Roswell, Georgia 30076.
(c) Mr. Hendrix is retired and is a member of the Board of
Directors of Isolyser. Prior to his retirement Mr. Hendrix
served as Resident Comptroller of General Motors Corporation.
(d) None.
(e) None.
(f) United States.
8. (a) Kenneth F. Davis, M.D.
(b) c/o 1825 Martha Berry Boulevard, Suite A, General
Surgery Department, Rome, Georgia 30165.
(c) Dr. Davis is a practicing surgeon on the staff of the
Harbin Clinic and Redmond Regional Medical Center, Rome, Georgia,
and is a member of the Board of Directors of Isolyser. See (b)
above.
(d) None.
(e) None.
(f) United States.
9. (a) Mr. James S. Asip.
(b) c/o Isolyser Company, Inc., 4320 International
Boulevard, N.W., Norcross, Georgia, 30093.
(c) Mr. Asip is Vice President of Sales of Isolyser. See
(b) above.
(d) None.
(e) None.
(f) United States.
10. (a) Mr. Kenneth R. Newsome.
(b) c/o Isolyser Company, Inc., 4320 International
Boulevard, N.W., Norcross, Georgia, 30093.
(c) Mr. Newsome is Chief Operating Officer and Vice
President of MedSurg Industries, Inc., a wholly-owned subsidiary
of Isolyser. See (b) above.
(d) None.
(e) None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
On March 15, 1996, Isolyser, the Company and MMI Merger
Corp., a Delaware corporation ("MMI"), entered into an Agreement
and Plan of Merger (the "Agreement"). The Agreement is filed
herewith as Exhibit 1 hereto and is hereby incorporated by
reference herein. Upon the consummation of the transactions
contemplated by the Agreement, the Company will become a wholly-
owned subsidiary of Isolyser and the stockholders of the Company
will receive shares of Isolyser common stock in exchange for
their current Company stockholdings. No additional consideration
will be paid other than cash to be paid in lieu of the issuance
of fractional shares. In connection with the execution of the
Agreement, certain stockholders of the Company have given proxies
to Isolyser to vote an aggregate of 2,364,191 shares in favor of
the approval of the merger. The form of proxy executed is filed
as Exhibit 2 hereto and is hereby incorporated by reference
herein. Each such stockholder is a member of, or has a
representative on, the Company's Board of Directors or is an
executive officer of the Company.
Item 4. Purpose of Transaction.
See Item 3 above. If the merger is consummated, the
following events are expected to occur:
(a) Isolyser will acquire all of the outstanding
securities of the Company.
(b) MMI will be merged into the Company, and the
Company will become a wholly-owned subsidiary of Isolyser.
(c) The current directors of the Company will cease to
be directors thereof. Although it is currently contemplated that
management of the Company will remain in place, management of
Isolyser will have significant input into the operation of the
Company.
(d) The Certificate of Incorporation and ByLaws of the
Company following the merger will be those of MMI existing at
that time. Although it is not currently known what provisions
such Certificate and ByLaws will contain, it is anticipated that
they will be significantly different from those of the Company
which are currently in effect.
(e) Following the merger, the Company's common stock
will be delisted from The Nasdaq Stock Market and will become
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See Items 7, 8, 9, 10, 11 and 13 of
cover page. Other than Isolyser, none of the persons
named in response to Item 2 above beneficially own any
additional securities of the Company.
(c) See Item 3 above.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Issuer.
See Item 3 above. Although Isolyser has previously
entered into a joint venture with the Company with respect to the
utilization of the Company's manufacturing capacity in the
Dominican Republic to convert certain Isolyser products into
finished goods, this joint venture has not to date been material
to the results of operations of either company and in no way
relates to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger dated March 15, 1996
by and among Isolyser, the Company and MMI.
2. Form of Proxy, including executed signature pages.<PAGE>
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.
ISOLYSER COMPANY, INC.
By: /s/Robert L. Taylor
______________________
Robert L. Taylor,
Chairman of the Board, President Date: March 21, 1996
and Chief Executive Officer
