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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. _______)*
ISOLYSER COMPANY, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
464888-10-6
(CUSIP Number)
BRUCE H. HALLETT, 717 N. HARWOOD, SUITE 1400, DALLAS, TEXAS 75201;
(214) 922-4120
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 1, 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).
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CUSIP NO. 464888-10-6 Page 2 of 6
SCHEDULE 13D
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1 Name of Reporting Person SS. or I.R.S. Identification No. of Above
Person
Microtek Medical, Inc.
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2 Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds
00
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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
Delaware
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7 Sole Voting Power
Number of 0
shares ----------------------------------------------------------------
beneficially 8 Shared Voting Power
owned by 6,028,872
each ----------------------------------------------------------------
reporting 9 Sole Dispositive Power
person with 0
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,028,872
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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)
19.74%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 464888-10-6 Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.001 par value, of
Isolyser Company, Inc., a Georgia corporation (the "Company"). The principal
executive offices of the Company are located at:
4320 International Boulevard, N.W.
Norcross, Georgia 30093
ITEM 2. IDENTITY AND BACKGROUND.
1. (a)-(c) Microtek Medical, Inc., a Delaware corporation ("Microtek"), is
the person filing this statement. Microtek is engaged in the manufacture and
sale of disposable medical products, particularly infection control and fluid
collection products. Microtek's principal office and principal place of
business are located at 512 Lehmberg Road, Columbus, Mississippi 39702.
(d) None.
(e) None.
2. (a) Mr. Kimber L. Vought
(b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi
39702.
(c) Mr. Vought is Chairman of the Board of Directors, President and Chief
Executive Officer of Microtek. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
3. (a) Mr. Dan Lee.
(b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi
39702.
(c) Mr. Lee is Vice President, Chief Operating Officer and a member of the
Board of Directors of Microtek. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
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CUSIP NO. 464888-10-6 Page 4 of 6
4. (a) Mr. Lester J. Berry.
(b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi
39702.
(c) Mr. Berry is Executive Vice President and a member of the Board of
Directors of Microtek. See Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
5. (a) Mr. Walter W. Wilkinson.
(b) 2700 Coltsgate Road, Suite 202, Charlotte, North Carolina 28211.
(c) Mr. Wilkinson is a member of the Board of Directors of Microtek. See
Item 2, 1.(a)-(c) above.
(d) None.
(e) None.
(f) United States.
6. (a) Mr. Bruce H. Hallett.
(b) 717 N. Harwood, Suite 1400, Dallas, Texas 75201.
(c) Mr. Hallett is a member of the Board of Directors of Microtek. See
Item 2, 1(a)-(c) above.
(d) None.
(e) None.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 23, 1996, Microtek, the Company and MMI Merger Corp., a
Delaware corporation ("MMI"), entered into an Amended Agreement and Plan of
Merger (the "Agreement"). Upon the consummation of the transactions
contemplated by the Agreement, Microtek will become a wholly-owned subsidiary
of the Company and the stockholders of Microtek will receive shares of Company
common stock in exchange for their current Microtek stockholdings. No additional
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CUSIP NO. 464888-10-6 Page 5 of 6
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,
Messrs. Robert L. Taylor and Travis W. Honeycutt of the Company agreed to
give proxies to Microtek to vote an aggregate of 6,028,872 shares in favor of
the approval of the merger. Executed copies of these proxies were received
by Microtek on July 1, 1996. The form of proxy executed is filed as Exhibit 1
hereto and is hereby incorporated by reference herein. Each such stockholder
is a member of the Company's Board of Directors and is an executive officer
of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 3 above. If the merger is consummated, the Company will acquire
all of the outstanding securities of Microtek and Microtek will become a
wholly-owned subsidiary of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) See Items 7, 8, 9, 10, 11 and 13 of cover page. The
percentage of outstanding shares listed on Item 13 is based upon
30,546,186 shares outstanding as of the date of the Company's most
recent proxy statement. Other than Microtek, none of the persons
named in response to Item 2 above beneficially owns any additional
securities of the Company.
(c) Not applicable.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER.
See Item 3 above. Although the Company has previously entered into a
joint venture with Microtek with respect to the utilization of Microtek's
manufacturing capacity in the Dominican Republic to convert certain Microtek
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. Form of Proxy.
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CUSIP NO. 464888-10-6 Page 6 of 6
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.
MICROTEK MEDICAL, INC.
By: /s/ Kimber L. Vought
-------------------------
Kimber L. Vought
Chairman of the Board, President July 3, 1996
and Chief Executive Officer Date
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Exhibit 1
AGREEMENT
THIS AGREEMENT, dated as of June 23, 1996, is made by and between Microtek
Medical, Inc., a Delaware corporation ("MMI"), and [Name of Stockholder] (the
"Stockholder").
Simultaneously herewith, MMI and Isolyser Company, Inc. ("ICI") are parties
to an Agreement and Plan of Merger, dated as of March 15, 1996 and amended as of
the date hereof (the "Merger Agreement"), pursuant to which a subsidiary of ICI
has agreed, subject to certain terms and conditions, to merge into MMI (the
"Merger"). The Stockholder is a member of the board of directors and an
executive officer of ICI and has voting power with respect to the number of
shares (the "Shares") of Common Stock, $.001 par value ("Common Stock"), of ICI
set forth by the Stockholder's signature hereto. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Merger
Agreement.
At the request of and for the benefit of ICI and the other holders of
shares of ICI's Common Stock and in order to induce MMI to amend the Merger
Agreement and to provide reasonable assurances that the transactions
contemplated by the Merger Agreement will be consummated, the Stockholder is
required to make certain agreements regarding the Shares, upon the terms and
subject to the conditions set forth below.
Accordingly, the parties hereto agree as follows:
1. VOTING OF SHARES. The Stockholder hereby appoints MMI his proxy, with
full power of substitution and revocation, for and in the name, place and stead
of the Stockholder, to vote upon and act with respect to all of the Shares
standing in the name of the Stockholder or with respect to which the Stockholder
is entitled to vote and act at the ICI stockholders' meeting referenced in
Section 5.8 of the Merger Agreement, or at any adjournment thereof, and the
Stockholder directs that his proxy be voted in favor of the issuance of shares
of Common Stock to consummate the Merger as contemplated by Section 2.1 of the
Merger Agreement. The Stockholder hereby revokes any proxy or proxies
heretofore given to vote upon or act with respect to the Shares and hereby
ratifies and confirms all that said proxy, its substitutes, or any of them, may
lawfully do by virtue hereof. This proxy shall be irrevocable and shall survive
the death, disability or bankruptcy of the Stockholder. Notwithstanding the
foregoing, this proxy shall be subject to revocation and of no further force or
effect in the event that the Merger Agreement is terminated.
2. REPRESENTATION AND WARRANTIES OF THE STOCKHOLDER. The Stockholder
hereby represents and warrants to MMI that:
(a) The Stockholder is the sole record and beneficial owner of the number
of Shares listed opposite such Stockholder's signature hereto; no person has a
right to acquire or direct the disposition, or holds a proxy or other right to
vote or direct the vote, of such Shares. Other than this Agreement and the
Merger Agreement, there
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is no option, warrant, right, call, proxy, agreement, commitment or
understanding of any nature whatsoever, fixed or contingent, that directly or
indirectly (i) calls for the sale, pledge or other transfer or disposition of
any of such Stockholder's Shares, any interest therein or any rights with
respect thereto, or relates to the voting, disposition or control of such
Shares, or (ii) obligates such Stockholder to grant, offer or enter into any of
the foregoing. The representations set forth herein are, however, subject to
any violations thereof which would occur by reason of any of the Shares having
been or being pledged under standard pledge or margin accounts.
(b) The Stockholder has the full right, power, authority and legal
capacity to enter into this Agreement, and this Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms.
3. REPRESENTATIONS AND WARRANTIES OF MMI. MMI represents and warrants
that:
(a) It has the corporate power to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby.
(b) It has taken all corporate action necessary to authorize its
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby; and that this Agreement has been duly and
validly executed and delivered by MMI and constitutes a valid and binding
obligation of MMI.
4. BINDING EFFECT; ASSIGNMENT. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective heirs, personal
representatives, successors and permitted assigns. This Agreement shall not be
binding upon any successor beneficial owner of the Shares.
5. INJUNCTIVE RELIEF; REMEDIES CUMULATIVE. Each party hereto
acknowledges that the other parties will be irreparably harmed and that there
will be no adequate remedy at law for a violation of any of the covenants or
agreements of such party that are contained in this Agreement. It is
accordingly agreed that, in addition to any other remedies that may be available
to the non-breaching party or parties upon the breach by any other party of such
covenants and agreements, the non-breaching party or parties shall have the
right to obtain injunctive relief to restrain any breach or threatened breach of
such covenants or agreements or otherwise to obtain specific performance of any
of such covenants or agreements. No remedy conferred upon or reserved to any
party herein is intended to be exclusive of any other remedy, and every remedy
shall be cumulative and in addition to every other remedy herein or now or
hereafter existing at law, in equity or by statute.
2
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6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, without regard to the law of
conflicts of laws thereof.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which together shall constitute a single agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed as of the date first above written.
MICROTEK MEDICAL, INC.
By:_____________________________________
________________________________________
[Name of Stockholder: to be signed exactly as name
appears on certificates]
No. of Shares: ________________________
3
