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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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CONTOUR MEDICAL, INC.
(Name of Issuer)
Common 21220B105
(Title of Class of Securities) (CUSIP Number)
Elroy G. Roelke
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 12, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. Check the Appropriate Box if a Member of a Group:
(a) N/A
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(b) N/A
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3. SEC Use Only:
4. Source of Funds: PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): None
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6. Citizenship or Place of Organization: Texas
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: 1,000,000 shares
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 1,000,000 shares
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(10) Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned be Each Reporting Person:
1,000,000 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
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13. Percent of Class Represented by Amount in Row (11): 16%
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14. Type of Reporting Person: IV
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
ITEM 1. SECURITY AND ISSUER
$2,500,000 9.0% Convertible Debenture by and between Contour
Medial, Inc. as Borrower and Renaissance Capital Growth & Income Fund III,
Inc. as Lender.
$2,500,000 9.0% Convertible Debenture by and between Contour
Medial, Inc. as Borrower and Renaissance U.S. Growth & Income Trust, PLC as
Lender.
Contour Medical, Inc. Company
3340 Scherer Drive
St. Petersbury, FL 33716
ITEM 2. EDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Growth &
Income Fund III, Inc. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance U.S. Growth & Income
Trust, PLC Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Investment Advisor to
8080 N. Central Expressway, Suite 210 Filer
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under the Investment
Company Act of 1940 and is traded on the Nasdaq.
Renaissance U.S. Growth & Income Trust, PLC is a public limited company
organized under the laws of England and Wales and traded on the London Stock
Exchange.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Elroy G. Roelke, Senior Vice President and General Counsel
Barbe Butschek, Senior Vice President, Corporate Secretary and
Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
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Renaissance Capital Group, Inc. a Texas corporation, is the Investment
Advisor and is responsible for the administration and investment of the
Filer's investment portfolio. Renaissance Capital Group, Inc. has a profit
interest of up to 20% of the Filer's capital gains.
d. None
e. None
f. Texas
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filer's source of funds for this transaction came exclusively from
the Filer's investment capital. No borrowed funds were used in the
transaction. The securities were acquired directly from the Company in a
private placement.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of these securities for Renaissance
Capital Growth & Income Fund III, Inc. was as an investment in accordance
with its election as a Business Development Company under the Investment Act
of 1940. The purpose of the acquisition of these securities for Renaissance
U.S. Growth & Income Trust, PLC was as an investment in accordance with its
investment strategy of investing in smaller United States public companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On July 12, 1996, the Company and Filers entered into Convertible
Debenture Loan Agreements pursuant to which the Company issued the Filers
each a $2,500,000 Convertible Debenture yielding a 9.0% interest rate.
Interest is payable monthly and if not sooner redeemed or converted, matures
July 1, 2003. The Debentures also call for mandatory principal installments
commencing July 1, 1999 in the amount of $10 per $1,000 paid on a monthly
basis with the final installment of all remaining unpaid principal due on
July 1, 2003. The Debentures also can be redeemed if the Company's stock is
not listed on a national exchange or there is a change in control of the
voting stock. The Debenture is redeemable at 120% of par if, (i) the closing
bid price averages at lease $12.00 per share for the 21 consecutive trading
days prior to the irrevocable notice and the Common Stock is listed or quoted
on a national exchange, (ii) the $12.00 bid price is supported by a minimum
of $0.34 in net earnings per share of Common Stock in the aggregate for the
last four consecutive fiscal quarters prefeeding the date of irrevocable
notice, and (iii) the Borrower will use its best efforts to register the
shares of Common Stock and shall complete such registration no later than 90
days after the conversion date.
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The Convertible Debenture Loan Agreements grant the Filers the right to
elect one member to the board of directors of the Company and as yet the
Filers have not made a decision whether it will elect such a right. The
Filers do not have the right to vote the Common Stock underlying the
Convertible Debentures until and unless it elects to convert said instrument.
The Company has not effected any transactions in the securities of the
Company prior to the purchase of the Convertible Debenture.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
The Company and the Filers entered into Convertible Debenture Loan
Agreements on July 12, 1996. Said documents contain default and other
provisions contained in loan agreements more generally. As mentioned in the
previous item, the Convertible Debenture Loan Agreements grant the Filer the
option to name a board of director to the Company. The Investment Advisor of
the Filer has a profit interest of up to 20% of the profits of the Filer.
ITEM 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Not Applicable
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
I certify to the best of my knowledge and belief the information set
forth in this statement is true, complete and correct.
Date: October 30, 1996
By: Renaissance Capital Group, Inc.
Investment Advisor
/s/ Elroy G. Roelke
By: ------------------------------
Elroy G. Roelke
Senior Vice President and
General Counsel
