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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
ATHENA MEDICAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
046851 10 1
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(CUSP Number of Class of Securities)
Sehar Ahmad, Esq., 1211 S.W. Fifth Avenue, Suite 1500, Portland, OR 97204
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1994
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(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 4 Pages
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CUSP NO. SCHEDULE 13D
046851 10 1 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Fleming
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not applicable (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
NUMBER OF 814,095
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
814,095
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,095
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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)
11.7%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 4 Pages
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $.01 par value (the "Common
Stock"), of Athena Medical Corporation, a Nevada corporation (formerly known as
Xtramedics, Inc.) (the "Company"), having its principal executive office at
10180 S.W. Nimbus Avenue, Suite J-5, Portland, Oregon 97223.
ITEM 2(a). NAME OF PERSON FILING.
This Schedule 13D relates to William H. Fleming
ITEM 2(b). BUSINESS ADDRESS
The business address of the reporting person is 10180 S.W. Nimbus Avenue,
Suite J-5, Portland, Oregon 97223.
ITEM 2(c). PRINCIPAL OCCUPATION.
Mr. Fleming is the President and Chief Operating Officer of the Company.
ITEM 2(d) AND (e). LEGAL PROCEEDINGS.
Mr. Fleming has not, during the last five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating, activities subject to federal or state securities laws, or finding
any violation with respect to such law.
ITEM 2(f). CITIZENSHIP.
Mr. Fleming is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with a share exchange agreement entered into on February 17,
1994, between the Company and Athena ProFem, Inc., Mr. Fleming was issued
154,285 shares of the Common Stock by the Company in exchange for shares he held
of Athena ProFem, Inc.
The Schedule 13D reporting requirements were triggered by the deemed
beneficial ownership of stock issuable upon the exercise of options granted
pursuant
Page 3 of 4 Pages
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to the Athena Medical Corporaton 1994 Incentive and Non-Qualified Stock Option
Plan.
ITEM 4. PURPOSE OF THE TRANSACTION.
The shares of Common Stock held by Mr. Fleming were acquired solely for
investment purposes and Mr. Fleming, as a stockholder, does not have any plans
or proposals which relate to, or would result in any of the actions specified in
clauses (a) through (j) of Schedule 13D under the Act.
Mr. Fleming may purchase additional shares of Common Stock at any time and
from time to time and may sell or otherwise dispose of shares of Common Stock at
any time or from time to time. Any such decision will be based on a variety of
factors and circumstances, including, but not limited to general economic and
market conditions and the financial and business outlook for the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 814,095 shares of Common Stock owned by Mr. Fleming represent
approximately 11.7% of the issued and outstanding shares of Common Stock of the
Company based upon 6,914,743 shares reported to be outstanding on March 10,
1995. Mr. Fleming exercises sole voting and investment power with regard to
such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct.
Dated as of March 10, 1995.
/s/ William H. Fleming
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William H. Fleming
Page 4 of 4 Pages
