UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. ________)*
Luxtec Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title or Class of Securities)
550687 30 5
(CUSIP Number)
Victor J. Paci, Esq., Bingham, Dana & Gould
150 Federal Street, Boston, MA 02110, Tel. No. (617) 951-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1995
(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 o .
Check the following box if a fee is being paid with the statement (2). (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 filed 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).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE>
CUSIP No. 550687 30 5 13D Page 2 of 9 Pages
----------- --- ---
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Epstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Joint filing pursuant to Rule 13d-1(f)(1) (a) o See Item 5 of the
attached Schedule 13D (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
See Item 3 of attached Schedule 13D
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF None
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 166,894
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
166,894
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.8%
14 TYPE OF REPORTING PERSON(See Instructions)
IN
<PAGE>
CUSIP No. 550687 30 5 13D Page 3 of 9 Pages
----------- --- ---
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mary Epstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Joint filing pursuant to Rule 13d-1(f)(1) (a) o See Item 5 of the
attached Schedule 13D (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
See Item 3 of attached Schedule 13D
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF None
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 166,894
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
166,894
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.8%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
Page 4 of 9
ITEM 1. SECURITY AND ISSUER:
(a) Title of Security:
Luxtec Corporation Common Stock, $0.01 par value per
share (the "Common Stock").
(b) Name of Issuer:
Luxtec Corporation, a Massachusetts Corporation
(the "Company").
(c) Address of Issuer's Principal Executive Office:
The principal executive office of the Company is
located at 326 Clark Street, Worcester, Massachusetts
01606-1214.
ITEM 2. IDENTITY AND BACKGROUND:
I. (a) Name of Reporting Person:
The reporting person is Paul Epstein (a "Reporting
Person").
(b) Business Address of Reporting Person:
The business address of Mr. Epstein is
c/o Luxtec Corporation, 326 Clark Street,
Worcester, Massachusetts 01606-1214.
(c) Principal Occupation or Employment of Reporting
Person:
The principal occupation and employment of Mr.
Epstein is as a Director and Vice President of
Business Development of the Company. The Company is a
manufacturer of medical instruments and equipment.
(d) Criminal Convictions since April 5, 1989:
None.
(e) Judgments for Violations of Securities Laws since
April 5, 1989:
None.
(f) Citizenship:
Mr. Epstein is a citizen of the United States of
America.
<PAGE>
Page 5 of 9
II. (a) Name of Reporting Person:
The reporting person is Mary Epstein (a "Reporting
Person").
(b) Residence Address of Reporting Person:
The residence address of Mrs. Epstein is \
95 Clinton Road, Brookline, Massachusetts 02146.
(c) Principal Occupation or Employment of Reporting
Person:
Consultant
(d) Criminal Convictions since April 5, 1989:
None.
(e) Judgments for Violations of Securities Laws since
April 5, 1989:
None.
(f) Citizenship:
Mrs. Epstein is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The 166,894 shares of the Common Stock beneficially owned,
directly or indirectly, by the Reporting Persons were acquired
by the Reporting Persons pursuant to a statutory merger (the
"Merger"), whereby CardioDyne, Inc., a Delaware corporation
("CardioDyne"), was merged with and into Luxtec CD Acquisition
Co., Inc., a Massachusetts corporation and the Company's
wholly-owned subsidiary ("Acquirer"). Acquirer, which was the
surviving corporation, changed its name to CardioDyne, Inc.
upon the effectiveness of the Merger. In the Merger, all of
the issued and outstanding shares of common stock of
CardioDyne were exchanged for 1,000,000 shares of Common Stock
and certain additional consideration. The Merger was
consummated pursuant to an Agreement of Merger and Plan of
Reorganization dated as of June 28, 1995, by and among the
Company, CardioDyne, Acquirer and Paul Epstein and Patrick G.
Phillipps as Representatives of the former CardioDyne
stockholders (the "Merger Agreement"). As stockholders of
CardioDyne, the Reporting Persons received the 166,894 shares
of Common Stock in exchange for 716,820 shares of common
stock, $0.01 par value per share, of CardioDyne, beneficially
owned, directly or indirectly, by the Reporting Persons.
<PAGE>
Page 6 of 9
ITEM 4. PURPOSE OF TRANSACTION:
All of the shares of Common Stock covered by this Schedule 13D
were purchased for investment purposes. Pursuant to the Merger
Agreement, the former stockholders of CardioDyne (including
the Reporting Persons) are entitled to an earn-out payment
equal to five percent (5%) of the net revenue, if any,
attributable to sales of a certain non-invasive, continuous
blood pressure monitor, which has yet to, and may never, be
developed. Each former stockholder of CardioDyne (including
the Reporting Persons) will receive their pro rata portion of
such earn-out payment, if any, fifty percent (50%) in cash and
fifty percent (50%) in shares of Common Stock. Additionally,
pursuant to the Merger, the Board of Directors of the Company
was increased from five (5) to seven (7) persons, and Mr.
Epstein, formerly the Chairman of CardioDyne, became a
Director and Vice President of Business Development of the
Company. Other than the Merger and the foregoing events in
connection therewith, the Reporting Persons do not have any
present plans or proposals which would relate to or result in
any of the events or actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) The Reporting Persons beneficially own, directly or
indirectly, 166,894 shares of the Common Stock,
comprising approximately 6.8% of the aggregate number
of shares of Common Stock outstanding as of October
23, 1995 as reported by the Company, as follows:
Number Ownership
Stockholder Of Shares Percentage
Paul Epstein 84,676 3.5%
Mary Epstein 82,218 3.3%
--------- ------
166,894 6.8%
Mr. Epstein disclaims beneficial ownership as to
all of the 82,218 shares of Common Stock held of
record by his wife, Mary Epstein. Mrs. Epstein
disclaims beneficiai ownership as to all of the
84,676 shares of Common Stock held of record
by her husband, Paul Epstein.
(b) The Reporting Persons may be deemed to have shared
investment and voting power with respect to all of
the shares of Common Stock beneficially owned,
directly and indirectly, by them.
(c) None, other than the Merger described in Item 3
above.
<PAGE>
Page 7 of 9
(d) Except as described above, no other person is known
to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock covered by
this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER :
Pursuant to the Merger Agreement, fifteen percent (15%) of the
166,894 shares of Common Stock (25,034 shares) directly or
indirectly acquired by the Reporting Persons in the Merger,
are currently being, and until October 23, 1996 will be, held
in escrow as security for any breaches of the representations
and warranties made by CardioDyne in the Merger Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
7.1 Agreement relating to the joint filing of this
Schedule 13D, as required by Rule 13d-1(f).
7.2. Agreement of Merger and Plan of Reorganization dated as
of June 28, 1995, by and among the Company, the Acquirer,
CardioDyne and Paul Epstein and Patrick G. Phillipps as
Representatives of the former CardioDyne stockholders, filed
with the Commission on June 30, 1995 as Exhibit 2 to a Current
Report on Form 8-K of the Company and incorporated herein by
this reference.
<PAGE>
Page 8 of 9
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
November 16, 1995
(Date)
/s/ Paul Epstein
(Signature)
Vice President of Business
Development
(Name/Title)
/s/ Mary Epstein
(Signature)
<PAGE>
Page 9 of 9
EXHIBIT 7.1
The undersigned agree that a statement on Schedule 13D to be filed with
the Securities and Exchange Commission on November 17, 1995, will be filed on
behalf of each of them.
/s/ Paul Epstein
Paul Epstein
/s/ Mary Epstein
Mary Epstein
