THIS CONFORMING PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NutraMax Products, Inc.
-----------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
67061A30
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(CUSIP Number)
David M. Schulte
Chilmark Fund II, L.P.
875 North Michigan Avenue
Chicago, Illinois 60611
(312) 984-9711
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 1998
-----------------------------
(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 [ ].
Page 1 of 7 Pages
Exhibit Index Appears on Page 5
<PAGE>
This Amendment No. 3 (this "Amendment") amends and
supplements the Schedule 13D filed on September 22, 1997, as
previously amended (the "Schedule 13D"), by Cape Ann Investors,
L.L.C. ("Cape Ann"), Chilmark Fund II, L.P. ("Chilmark Fund"),
Chilmark II, L.L.C. ("Chilmark II"), Chilmark Partners, L.L.C.
("Chilmark Partners") and David M. Schulte (collectively, the
"Reporting Persons") with respect to the Common Stock, par value
$.001 per share ("Common Stock"), of NutraMax Products, Inc. (the
"Issuer"). All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings ascribed to such terms
in the Schedule 13D.
Item 4. Purpose of Transaction.
On August 7, 1998, the Issuer and Cape Ann entered
into an Amendment to the Stock Purchase Agreement (the "August
1998 Amendment"). The standstill provisions of the Stock Purchase
Agreement, as previously amended, are further amended by the
August 1998 Amendment to permit Cape Ann and Chilmark Fund and
their affiliates to purchase from time to time, in the open
market or in privately negotiated transactions, up to an
aggregate of 245,000 shares of Common Stock. The standstill
provisions also permit Cape Ann and Chilmark Fund to purchase
shares of Common Stock from the Issuer upon exercise of the
Warrants (as previously described in the Schedule 13D) and to
purchase shares of Common Stock from time to time, in the open
market or in privately negotiated transactions, to maintain its
ownership percentage at up to the highest percentage owned by
such persons in the aggregate immediately following any purchase
permitted by the other exceptions to the standstill provisions.
The August 1998 Amendment is attached hereto as
Exhibit 7 and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the
August 1998 Amendment.
The Reporting Persons anticipate that they will
acquire through open market purchases or otherwise additional
Shares of Common Stock as permitted by the August 1998 Amendment
although no assurance can be given as to the amount, timing or
price of any such additional acquisitions. Thereafter, the
Reporting Persons intend to continue to review their investment
in Common Stock and, from time to time depending upon certain
factors, including without limitation the financial performance
of the Issuer, the availability and price of shares of Common
Stock, other general economic, market and investment conditions
and options available to them, may determine to acquire through
open market purchases or otherwise additional shares of Common
Stock, or may determine to sell through the open market or
otherwise, in each case, subject to applicable law and the
limitations of the October Agreement and the Agreement previously
described in the Schedule 13D, as amended by the August 1998
Amendment.
Except as stated above, no Reporting Person has any
plans or proposals of the type referred to in clauses (a) through
(j) of Item 4 of Schedule 13D, as promulgated by the Securities
and Exchange Commission.
Page 2 of 7 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described above, Cape Ann is a party to the August
1998 Amendment to Stock Purchase Agreement, a copy of which is
attached hereto as Exhibit 7 and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 7 - August 1998 Amendment to Stock Purchase Agreement.
Page 3 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the statement
is true, complete and correct.
Dated: August 7, 1998
Cape Ann Investors, L.L.C.
By: /s/ David Schulte
------------------------
Name: David Schulte
Title: President
Chilmark Fund II, L.P.
By: Chilmark II, L.L.C.
By: /s/ David Schulte
------------------------
Name: David Schulte
Title: President
Chilmark II, L.L.C.
By: /s/ David Schulte
------------------------
Name: David Schulte
Title: President
Chilmark Partners, L.L.C.
By: /s/ David Schulte
------------------------
Name: David Schulte
Title: Managing Member
/s/ David Schulte
---------------------------
David Schulte
Page 4 of 7 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
1 Joint Filing Agreement, dated September 19, *
1997, among the Reporting Persons.
2 Stock Purchase Agreement. *
3 Amendment No. 1. *
4 Form of Share Purchase Agreement, dated *
as of September 18, 1997.
5 October Agreement. *
6 Amendment to October Agreement. *
7 August 1998 Amendment to Stock Purchase 6
Agreement
- --------
* previously filed
Page 5 of 7 Pages
<PAGE>
Exhibit 7
AMENDMENT (this "Amendment"), dated as of August 7,
1998, to the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of August 12, 1997, as previously amended,
by and between NutraMax Products, Inc., a Delaware corporation
(the "Company"), and Cape Ann Investors, L.L.C., a Delaware
limited liability company (the "Purchaser"). All capitalized
terms used in this Amendment and not otherwise defined herein
shall have the meanings set forth in the Stock Purchase
Agreement.
1. The first sentence of Section 5.6(b) of the Stock
Purchase Agreement is hereby amended to read in its entirety as
follows: "Each of the Stockholders hereby jointly and severally
covenants and agrees that from and after the date hereof none of
the Stockholders or their Affiliates will, without the prior
written consent of the Company specifically expressed in a vote
adopted after the Closing by the Board, directly or indirectly,
purchase or cause to be purchased or otherwise acquire (other
than pursuant to a stock split, stock dividend or similar
transaction) or agree to acquire, or become or agree to become
the beneficial owner of, any additional Stock, except that the
Stockholders and their Affiliates may purchase shares of Common
Stock (A) pursuant to Section 2.2 of the Agreement between the
Company and Purchaser, dated as of October 14, 1997 (the "October
Agreement"), (B) upon exercise of some or all of the warrants
granted pursuant to the October Agreement (the "Warrants"), (C)
from time to time, in the open market or in privately negotiated
transactions, up to an aggregate of 245,000 shares of Common
Stock, and (D) from time to time, in the open market or in
privately negotiated transactions, up to an aggregate number of
shares of Common Stock which, when added to the Shares of Common
Stock then owned by the Stockholders and their Affiliates, would
result in the Stockholders owning no more than the highest
percentage of voting securities of the Company held by the
Stockholders and their Affiliates immediately following any
purchase permitted by clauses (A), (B) or (C) above.
2. Notwithstanding anything in the Stock Purchase
Agreement to the contrary, any member of the Advisory Board of
Chilmark who acquired shares of Common Stock from Purchaser on
September 18, 1997 in accordance with the Stock Purchase
Agreement may, from time to time, in the open market or privately
negotiated transactions, purchase up to an aggregate number of
shares of Common Stock equal to 50% of the number of shares so
acquired from Chilmark.
3. Except as expressly provided herein, the Stock
Purchase Agreement shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has
duly executed and delivered this Amendment as of the date first
above written.
NUTRAMAX PRODUCTS, INC.
By: /s/ Donald E. Lepone
------------------------
Name: Donald E. Lepone
Title: President/CEO
CAPE ANN INVESTORS, L.L.C.
By: Chilmark Fund II, L.P.,
its Managing Member
By: Chilmark II, L.L.C.,
its General Partner
By: /s/ David Schulte
------------------------
Name: David Schulte
Title: President
