UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
RMED International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
74961F 10 8
(CUSIP Number)
Steven B. Randall, Schwartz & Freeman
401 N. Michigan Ave., Suite 1900, Chicago, IL 60611 (312) 222-0800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 23, 1998
(Date of Event which Requires Filing of this Statement)
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1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only)
Thomas A. Biebel, Trustee, Thomas A. Biebel Living Trust
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2. Check the appropriate Box if a Member of a Group (See
Instructions) N/A
(a) ..................................................
(b) ..................................................
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3. SEC Use Only............................................
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4. Source of Funds (See Instructions) .....................
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5. Check 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 U.S.A.
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7. Sole Voting Power 983,805
Number of Shares
Beneficially
Owned by Each
Reporting Person
With
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8. Shared Voting Power
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9. Sole Dispositive Power 983,805
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 983,805
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instruction)
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13. Percent of Class Represented by Amount in Row (11) 10.69
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14. Types of Reporting Persons (See Instructions)
Sole beneficiary, Grantor Trust
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Item 1. Security and Issuer
Common Stock, par value $0.001 per share
Principal Executive Officer Office Address
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3925 Hastings Way
Eau Claire, Wisconsin 54702
Item 2. Identity and Background
(a) Thomas Biebel, Trustee under Thomas A. Biebel Living Trust (Grantor
Trust, sole beneficiary
(b) Business address is 730 Lambeau, Green Bay, WI 54307
(c) President, Belson Manufacturing Company
(d) No
(e) No
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired 926,805 shares in a merger transaction
whereby Jettar Industries, in which reporting person held an interest, was
merged into RMED International, Inc. Additionally, prior to the merger
transaction, Reporting Person was the owner of 57,000 shares of RMED
International, Inc. which were acquired using personal funds.
Item 4. Purpose of Transaction
See item 3 above
Item 5. Interest and Securities of the Issuer
(a) Reporting Person is the beneficial owner of 983,805 shares of the
Issuer's common stock, equal to 10.69% of the issued and outstanding
shares of Issuer.
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(b) Incorporated by reference to Item 5(a) above.
(c) Not applicable
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reporting Person entered into a stock option agreement with the Issuer
pursuant to which Issuer has granted to Reporting Person an option to buy
305,535 shares of Issuer at $1.00 per share for a two year period.
Item 7. Materials to be Filed as Exhibit
Stock Option Agreement between Reporting Person and Issuer
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.
Date: December 7, 1998 /s/ Thomas A. Biebel
---------------------------------
Thomas A. Biebel
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ITEM 7. - EXHIBIT
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated October 30, 1998 by and between RMED
INTERNATIONAL, INC., a Colorado corporation ("RMED"), and THOMAS A. BIEBEL,
TRUSTEE OF THOMAS A. BIEBEL LIVING TRUST U/A/D JULY 1, 1992, AS AMENDED ("Option
Holder").
RECITAL:
WHEREAS, Option Holder was, until even date herewith, a shareholder in
Jettar, Ltd.;
WHEREAS, Jettar, Ltd. has been merged into a wholly owned subsidiary of
RMED; and
WHEREAS, in further consideration for said merger, RMED has agreed to
issue this option (the "Option");
NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, IT IS HEREBY AGREED as follows:
1. Grant of Option.
RMED hereby grants to Option Holder the right and option to purchase all
or any part of 305,535 shares of Common Stock of RMED at a price of $1.00 per
share, such price being subject to adjustment as provided in Section 7 hereof on
the terms and conditions set forth herein. The shares of Common Stock are
referred to as the "Option Shares."
1. Term of Option.
The term of the Option shall be for a period beginning on the date of this
Agreement and ending on October 30, 2000. In no event shall the Option be
exercised after the expiration of its term.
1. Exercise of Option.
1.1. The Option shall be exercisable immediately.
1.2. The purchase price of the Option Shares purchased at any one
time shall be paid in full by cash or bank check payable to the order of
RMED.
2. Transferability.
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The Option shall be fully transferable subject only to the provisions
contained in Paragraph 8 hereof.
3. Method of Exercising Option.
Subject to the terms and conditions hereof, this Option shall be exercised
by written notice to RMED at the office of RMED. Such notice shall state the
election to exercise the Option, the number of Option Shares in respect of which
it is being exercised, and the name or names of the person or persons in whose
name or names the common stock certificates are to be issued. The notice shall
be signed by the person or persons so exercising the Option. Such notice shall
be accompanied by payment of the full purchase price of such Option Shares and
the Company shall deliver a certificate or certificates representing such Option
Shares as soon as practicable after the notice shall be received. The
certificate or certificates for the Option Shares as to which the Option shall
have been so exercised shall be registered in the name or names specified in the
written notice and shall be delivered as provided above to or upon the written
order to the person or persons exercising the Option. In the event the Option
shall be exercised by any person or persons other than Option Holder, such
notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option. If more than one person or entity shall own an
interest in the Option, the consent of all owners shall be necessary to exercise
the Option.
4. Non Status as Stockholder.
Option Holder shall have none of the rights of a stockholder with respect
to Option Shares until such Option Shares shall be issued on exercise of the
Option.
5. Adjustments, Mergers, Consolidations and Sales.
5.1. The existence of the Option shall not affect in any way the
right or power of the Company, RMED or any other stockholders to make or
authorize any or all adjustments, recapitalization, reorganizations,
increases or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Option Shares or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.
5.2. Adjustment of Exercise Price.
(a) The Option Share exercise price shall each be subject to
the following adjustments. In the event that:
(i) Any dividends on any class of stock of the Company
payable in Common Stock or securities convertible into Common
Stock shall be paid by the Company;
(ii) The Company shall split or subdivide its then
outstanding share of Common Stock into a greater
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number of shares; or
(iii) The Company shall combine outstanding shares of
Common Stock, by reclassification or otherwise;
then, in such event, each exercise price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be
adjusted immediately after such event to a price calculated to the
nearest full cent) determined by dividing (A) the number of shares
of Common Stock outstanding immediately prior to such event,
multiplied by the such existing exercise price, by (B) the total
number of shares of Common Stock outstanding immediately after such
event (including the maximum number of shares of Common Stock
issuable in respect of any securities convertible into common
stock), and the resulting quotient shall be the adjusted exercise
price per share.
(i) No adjustment of the exercise price shall be made if
the amount of such adjustments shall be less than $.01 per
share, but in such case any adjustment that would otherwise be
required then to be made shall be carried forward and shall be
made at the time and together with the next subsequent
adjustment which, together with any adjustment or adjustments
so carried forward, shall amount to not less than $.01 per
share.
5.3. Adjustment of Number of Shares Purchasable on Exercise of
Options.
Upon each adjustment of the exercise price pursuant to Section 7.1,
the registered holder of each Option shall thereafter (until another such
adjustment) be entitled to purchase at the adjusted exercise price the
number of shares specified in this Option Agreement (as adjusted as a
result of all adjustments in the exercise price in effect prior to such
adjustment) by the exercise price in effect prior to such adjustment and
dividing the product so obtained by the adjusted exercise price.
5.4. Notice as to Adjustment.
Upon any adjustment of the exercise price and an increase or
decrease in the number of shares of Common Stock purchasable upon the
exercise of the Option, then, and in each such case, the Company shall
within ten (10) days after the effective date of such adjustment give
written notice thereof, by first class mail, postage prepaid, addressed to
each registered Option Holder at the address of such Option Holder as
shown on the books of the Company, which notice shall state the adjusted
exercise price and the increased or decreased number of shares purchasable
upon the exercise of the Option, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.
5. Securities Laws and Registration.
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Neither this Option nor the Option Shares to be issued upon exercise
hereof have been registered under the United States Securities Act of 1933 (the
"Securities Act") nor any state securities act, the Company shall imprint the
following legend or any other legend which counsel for the Company considers
necessary or advisable to comply with the Securities Act:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "restricted
securities" as that term is defined in Rule 144 under the Act. The
shares may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act
or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of
the Company.
6. Binding on Successors and Assigns; Nontransferability of Option.
This Option Agreement shall bind and inure to the benefit of the
successors and assigns of the Company. The rights of Option Holder under this
Option Agreement shall not be transferable other than to Option Holder's
executors, administrators, legatees and heirs to the extent permitted hereby.
During the lifetime of Option Holder, this Option shall be exercisable only by
him.
IN WITNESS WHEREOF, RMED has executed this Stock Option Agreement, and
Option Holder has accepted this Stock Option Agreement, including all of the
terms and conditions hereof, which constitute a contract between Option Holder
and RMED, as of the day and year first above written.
RMED INTERNATIONAL, INC.
By /s/ Brenda Schenk
---------------------------------------------
Brenda Schenk, President
/s/ Thomas A. Biebel
---------------------------------------------
Thomas A. Biebel, Trustee of Thomas A. Biebel
Living Trust u/a/d July 1, 1992, as amended
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NOTICE OF EXERCISE OF STOCK OPTION
I hereby notify RMED INTERNATIONAL, INC. (the "Corporation") that I elect
to purchase__________________ shares of Common Stock of RMED International, Inc.
(the "Purchased Stock) pursuant to that certain option (the "Option") granted to
me on October 30, 1998 to purchase up to 305,535 shares of Common Stock at an
option price of $1.00 per share (the "Option Price").
Concurrently with the delivery of this Exercise Notice to the Secretary of
the Corporation, I shall pay to the Corporation the Option Price for the
Purchased Stock in accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever additional
documents May be required by such agreement as a condition for exercise.
_______________________ _____________________________________________
Date Thomas A. Biebel, Trustee of Thomas A. Biebel
Living Trust u/a/d July 1, 1992, as amended
Address:
1424 Fox River Drive
De Pere, WI 54115
Print name in exact manner
it is to appear on the
stock certificate:
____________________________________
____________________________________
Address to which certificate
is to be sent, if different
from address above:
____________________________________
____________________________________
Social Security Number:
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