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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
(AMENDMENT NO. 1)
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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(CUSIP 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)
September 25, 1996
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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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CUSIP No. 046851 10 1 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
John F. Perry
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
Not applicable
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable
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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
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 810,710
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 810,710
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
810,710
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
8%
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(14) Type of Reporting Person*
IN
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Page 2 of 4 Pages
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ITEM 2(c). PRINCIPAL OCCUPATION.
John F. Perry is the General Manager of the Florida Division of the Company
and a member of the Company's Board of Directors.
ITEM 4. PURPOSE OF THE TRANSACTION.
The shares of Common Stock held by Mr. Perry were acquired solely for
investment purposes and Mr. Perry, 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 Item 4 of Schedule 13D, except as noted below.
This amendment to the Schedule 13D was triggered by the sale of 150,000
shares of Common Stock of the Company by Mr. Perry on September 25, 1996. In
conjunction with this sale of shares, Mr. Perry also granted options to sell up
to 200,000 shares of Common Stock owned or acquirable by Mr. Perry.
Mr. Perry 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 810,710 shares of Common Stock beneficially owned by Mr. Perry
represent approximately 8% of the issued and outstanding shares of Common Stock
of the Company. Mr. Perry has the right to acquire 692,140 of such 810,710
shares pursuant to options. The percentage of the Company's outstanding shares
beneficially owned by Mr. Perry is based upon shares outstanding on
September 25, 1996, including (for purposes of calculation only) the 692,140
shares subject to Mr. Perry's options.
Mr. Perry exercises sole voting and investment power with regard to all
reported shares.
Mr. Perry sold 40,000 shares of the Common Stock reported on the
Schedule 13D (prior to this amendment) on March 17, 1995 at a per-share price of
approximately $6.25 through a broker-dealer pursuant to a registration statement
of the Company declared effective February 10, 1995. In addition, and as
referenced under Item 3 above, Mr. Perry sold 150,000 shares of the Common Stock
reported on
Page 3 of 4 Pages
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the Schedule 13D (prior to the amendment) on September 26, 1996 at a per-shares
price of $2.00 in a private resale.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under a Stock Sale and Option Agreement dated September 23, 1996, Mr. Perry
granted three individuals the option to purchase from Mr. Perry an aggregate of
200,000 shares of the Company's Common Stock at a per-share price of $5.00,
terminable not later than September 23, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Stock Sale and Option Agreement described in Item 6 above is filed as
Exhibit A hereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
January 13, 1997 /s/ John F. Perry
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Date John F. Perry
Page 4 of 4 Pages
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EXHIBIT A
STOCK SALE AND OPTION AGREEMENT
BETWEEN: JOHN F. PERRY
4 Sawgrass Village, #220B
Ponte Vedra, Florida 32082 (Seller)
AND: JAMES R. WILSON and
JAMES E. REINMUTH, Trustee of the Reinmuth Family Trust
c/o James R. Wilson
Post Office Box 7157
Eugene, Oregon 97401 (Buyers)
EFFECTIVE DATE: September 23, 1996
RECITALS
Seller is the owner of more than 150,000 shares of common stock, $.01 par
value ("common stock") of ATHENA MEDICAL CORPORATION, a Nevada corporation,
("Athena"), and of options (the "Primary Options") to purchase more than 200,000
shares of Common Stock, all of which Primary Options are fully vested and
immediately exercisable.
Seller wishes to sell and Buyers wish to buy 150,000 shares (the "Shares")
of Common Stock; Buyers wish to have the certificates evidencing the Shares
transferred to certain persons designated by Buyers; and Seller wishes to grant
to Buyers and Richard T. Schroeder options ("Secondary Options") to purchase
from Seller an additional 200,000 shares of Common Stock, all on the terms set
forth in this Agreement.
Seller may obtain the shares of Common Stock deliverable on exercise of the
Secondary Options by exercising Primary Options.
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AGREEMENT
1. SALE OF STOCK
Seller agrees to sell and Buyers agree to buy the Shares for a purchase
price of S2 per Share or a total of $300.000, to be paid in cash at closing in
accordance with the procedures in Paragraph 5 below.
2. GRANT OF OPTIONS
In addition to, and concurrently with the sale of stock described in
Paragraph 1 above and without additional consideration Seller agrees to grant to
the persons named below Secondary Options to purchase the number of shares of
Common Stock set opposite the name of each such person, which Secondary Option
shall be exercisable at a price of $5 per share, shall be in the form attached
as Exhibit "A" and shall expire on the second anniversary of the closing of the
sale of the Shares.
Optionee Number of Shares
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James E. Reinmuth, Trustee of the
Reinmuth Family Trust 100,000
James R. Wilson 50,000
Richard T. Schroeder 50,000
3. REPRESENTATION REGARDING TRANSFERRED SHARES
Seller represents that the Shares are solely owned by Seller; are
nonassessable; at the closing the Shares will not be encumbered; and that there
is no judgment, decree, or regulatory action prohibiting this sale. Seller
represents that the Common Stock is registered under Section 12(g) of the
Securities Exchange Act of 1934. To the best of Seller's knowledge, no dividends
have been declared with respect to these shares, and Buyer shall be entitled to
receive any dividends which may have been declared or are declared and paid in
the future.
4. REPRESENTATION AND AGREEMENT REGARDING OPTIONS
Seller represents that Seller owns Primary Options to purchase from Athena
200,000 shares of Common Stock; that such Primary Options are not encumbered;
and that such Primary Options are fully vested and immediately exercisable.
Seller agrees to continue to own unencumbered Primary Options and/or
unencumbered shares of Common Stock in an amount at least equal to the number of
shares of Common Stock deliverable on exercise of the outstanding Secondary
Options. Seller may, after
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receiving notice of exercise of a Secondary Option, exercise a Primary Option in
order to acquire the shares to be delivered to the holder of such Secondary
Option.
5. CLOSING OF STOCK SALE
The stock sale described in Paragraph 1 shall close on September 23, 1996
at 4:00 p.m. at the offices of:
Kenneth W. Hergenhan
MILLER, NASH, WIENER, HAGER &
CARLSEN, L.L.P.
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
A. Buyers will provide:
(a) $300,000 in the form of one or more certified checks payable to
Miller, Nash, Wiener, Hager & Carlsen Trust Account, together
with instructions authorizing Kenneth W. Hergenhan to disburse to
Seller when Seller has delivered the documents described in
subparagraphs B and C below properly executed.
(b) An opinion of Johnson, Clifton, Larson & Corson, P.C., addressed
to Athena and Seller in form and substance satisfactory to them
to the effect that the sale of the Shares and the grant of the
Secondary Options contemplated hereby are exempt from
registration under the Securities Act of 1933, as amended (the
"Act"), and the applicable state securities laws.
B. Seller will deliver a certificate or certificates representing no less
than 150,000 shares of the Common Stock accompanied by a stock power in the form
attached as Exhibit "B" duly executed by Seller with signature guaranteed for
the transfer of the Shares in the amounts indicated to the following persons
designated by Buyers (the "Transferees"):
(a) 55,000 shares to Gerald B. Bashaw;
(b) 10,000 shares to David H. Schaefer;
(c) 5,000 shares to Richard L. Griffith;
(d) 5,000 shares to Terry A. Reinmuth;
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(e) 30,000 shares to James R. Wilson;
(f) 5,000 to Donald M. Miller;
(g) 15,000 to Richard H. Wentworth;
(h) 25,000 shares to Richard T. Schroeder;
The balance, if any, of the shares represented by such certificate or
certificates shall be retained by Seller.
C. Seller shall deliver duly executed Secondary Options registered in the
names and amounts specified in paragraph 2.
6. SECURITIES LAW MATTERS.
A. INVESTMENT REPRESENTATIONS
Buyers, for themselves and for the Transferees (collectively, the
"Investors"), represent to Seller and Athena, as of the effective date hereof
and as of the closing referred to herein, as follows:
(a) The Shares to be transferred to the Investors and the Secondary
Options to be granted to them pursuant to this Agreement
(collectively, the "Securities") are being acquired for their own
accounts and for investment only, without a view to the
distribution of all or any part of the Securities, and the
acquisition of the Securities by the Investors and their
continued holding thereof as may be required by law and the terms
hereof are consistent with their respective financial positions.
(b) The Investors or their representatives have had access to
complete information regarding the business and finances of
Athena, have met and discussed the business and finances of
Athena with Athena's management employees to the extent they deem
necessary, and have received, read, and understood the contents
of Athena's annual report on Form 10-KSB for the year ended
December 31, 1995, and its quarterly reports on Form 10-QSB for
the quarters ended March 31, 1996 and June 30, 1996.
(c) Each Investor has a net worth, or a joint net worth with such
Investor's spouse, in excess of $1,000,000.
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B. LIMITATION ON TRANSFER
Buyers, for themselves and for the Transferees, agree that the Investors
shall not, directly or indirectly, offer to sell, pledge, transfer, or otherwise
dispose of all or any portion of the Securities, or solicit any offer to buy,
purchase, or otherwise acquire or take a pledge of all or any portion of the
Securities except in the manner and to the extent described in-an opinion of
counsel for the Investors acceptable to Seller and Athena to the effect such
proposed offer, sale, pledge, transfer, or other disposition of the Securities
may be made without registration under the Act. Buyers, for themselves and for
the Transferees, acknowledge that (i) they have consulted with counsel
concerning the limited availability of exemptions from registration under the
Act, (ii) they understand that they must hear the economic risk of investment in
the Securities for an indefinite period of time because the Securities have not
been registered under the Act and, therefore, cannot be sold unless the
Securities are subsequently registered under the Act or an exemption from such
registration is available, (iii) they understand that neither Athena nor Seller
has any obligation to register the Securities under the Act, and (iv) they
understand that, absent registration, the Securities ordinarily may not be sold
for at least two (2) years after the payment in full of the purchase price and
then only in accordance with SEC Rule 144. The provisions of this subparagraph B
shall also apply to the shares of Common Stock deliverable on exercise of the
Secondary Options.
7. ATTORNEY FEES
In the event proceedings are instituted to enforce any right arising
hereunder, the prevailing party shall be entitled to recover expenses incurred
therein, including reasonable attorney fees fixed by the trial and all appellate
courts and costs and expenses incurred.
SELLER: BUYERS:
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JOHN F. PERRY JAMES R. WILSON
JAMES E. REINMUTH, TRUSTEE OF THE
REINMUTH FAMILY TRUST
By:
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