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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
PMR Corporation
---------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
693451106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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)
*The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5
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CUSIP NO. 693451106 13G PAGE 2 OF 5 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Tepper
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
NUMBER OF 998,281
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 15,000
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 998,281
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(8) SHARED DISPOSITIVE POWER
15,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,281
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
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This Amendment No. 2 to Schedule 13G regarding PMR Corporation is being
filed on behalf of the undersigned to amend the Schedule 13G which was
originally filed on December 10, 1992 and amended on June 11, 1993. The entire
text of the original Schedule 13G filed on December 10, 1992 is being provided
herein pursuant to Rule 13d-2(c).
ITEM 1.
(a) Name of Issuer: PMR Corporation
(b) Address of Issuer's Principal Executive Offices:
501 Washington Street, 5th Floor, San Diego, CA 92103
ITEM 2.
(a) Name of Person Filing: Allen Tepper
(b) Address of Principal Business Office or, if none, Residence:
501 Washington Street, 5th Floor, San Diego, CA 92103
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number:693451106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment Company
Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 1,013,281*
(b) Percent of Class: 14.4%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct to vote: 998,281*
(ii) shared power to vote or to direct to vote: 15,000
(iii) sole power to dispose or to direct the disposition of: 998,281*
(iv) shared power to dispose or to direct the disposition of: 15,000
*Includes 114,172 shares issuable pursuant to options exercisable within 60 days
of December 31, 1997.
Page 3 or 5
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
Page 4 of 5
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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.
February 13, 1998
---------------------------------
(Date)
/s/ Allen Tepper
---------------------------------
(signature)
Allen Tepper
---------------------------------
(Name)
Page 5 of 5
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
PMR Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
693451-10-6
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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)
*The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 693451-10-6 13G 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
Allen Tepper
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
NUMBER OF 1,091,600(1)
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 1,091,600(1)
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,600(1)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.0%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 21,067 vested Incentive Stock Options.
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Page 3 of 4 Pages
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall
be filed not later than February 14 following the calendar year covered
by the statement or within the time specified in Rule 13d-1(b)(2), if
applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1.
(a) Name of Issuer PMR CORPORATION
(b) Address of Issuer's Principal Executive Offices
3990 OLD TOWN AVENUE,
SUITE 206A
SAN DIEGO, CA 92110
Item 2.
(a) Name of Person Filing ALLEN TEPPER
(b) Address of Principal Business Office or, if none, Residence
3990 OLD TOWN AVENUE,
SUITE 206A
SAN DIEGO, CA 92110
(c) Citizenship USA
(d) Title of Class of Securities COMMON
(e) CUSIP Number 693451-10-6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act N/A
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act 1940
(f) [ ] Employee Benefits Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of \
1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)
(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned 1,091,600
(b) Percent of Class 39.0%
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Page 4 of 4
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,091,600
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to vote or to direct the vote 1,091,600
(iv) shared power to vote or to direct the vote -0-
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
N/A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
11/10/92
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Date
/s/Allen Tepper
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Signature
Allen Tepper
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Name/Title
