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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Reuter Manufacturing, Inc.
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(Name of Issuer)
Common Stock, $.1875 par value
Series A Convertible Preferred Stock, $.1875 par value
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(Titles of Classes of Securities)
761323-10-4 (Common Stock)
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(CUSIP Number)
Michael J. Tate
Reuter Manufacturing, Inc.
410 11th Avenue South
Hopkins, Minnesota 55343
(952) 935-6921
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: / /
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SCHEDULE 13D
CUSIP No. 761323-10-4
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1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Michael J. Tate
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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) 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 of America
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7) SOLE VOTING POWER
802,345 (includes 125,000 shares of
Series A Convertible Preferred Stock which is
convertible into 125,000 shares of Common Stock)
NUMBER OF --------------------------------------------------
SHARES BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING PERSON --------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
802,345 (includes 125,000 shares of
Series A Convertible Preferred Stock which is
convertible into 125,000 shares of Common Stock)
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10) SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,345 (includes 125,000 shares of Series A Convertible
Preferred Stock which is convertible into 125,000 shares of Common Stock)
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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)
7.76% (of the Common Stock); 12.50% (of the Series A Convertible
Preferred Stock); and 8.25% (of the Common Stock and the Series A Convertible
Preferred Stock on an as converted basis)
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, $.1875 par
value per share (the "Common Stock"), and the series A convertible preferred
stock, $.1875 par value per share (the "Series A Stock"), of Reuter
Manufacturing, Inc., a Minnesota corporation ("Reuter"). The address of the
principal executive offices of Reuter is 410 11th Avenue South, Hopkins,
Minnesota 55343.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by and on behalf of Michael J. Tate ("Tate" or
sometimes referred to as the "Reporting Person").
(b) Tate is Chief Executive Officer of Reuter and Tate's principal business
and office address is 410 11th Avenue South, Hopkins, Minnesota 55343.
(c) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(d) The Reporting Person has not, during the last five years, 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, United States federal or
state securities laws or finding any violation with respect to such laws.
(e) Tate is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 10, 2000, Tate purchased 437,500 shares of Common Stock and
125,000 shares of the Series A Stock of Reuter at a purchase price of
$.1777778 per share, an aggregate purchase price of $100,000. The purchase
was made in a private transaction pursuant to a Securities Purchase Agreement
dated October 10, 2000 (the "Purchase Agreement") between Reuter, Activar,
Inc. ("Activar"), J.L. Reissner ("Reissner") and Tate. Tate's personal funds,
in the amount of $100,000, were used to purchase the 437,500 shares of Common
Stock and the 125,000 shares of Series A Stock. No funds used to purchase any
of the shares of Common Stock and Series A Stock reported on this statement
were borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
On October 10, 2000, Tate entered into the Purchase Agreement with
Reuter, Activar and Reissner to purchase an aggregate of 3,500,000 shares of
Common Stock and an aggregate of 1,000,000 shares of Series A Stock at a
purchase price of $.1777778 per share, an aggregate purchase price of
$800,000.
The Reporting Person may from time to time purchase shares of Common
Stock, either in brokerage transactions, in the over-the-counter market or in
privately negotiated transactions. Any decision to increase his holdings in
Reuter will depend, however, on numerous factors,
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including without limitation the price of the shares of Common Stock, the
terms and conditions relating to their purchase and sale and the prospects
and profitability of Reuter, and general economic conditions and stock and
money market conditions. At any time, the Reporting Person may also determine
to dispose of some or all of the Common Stock, depending on various similar
considerations. The Reporting Person does not have any present plans or
proposals which relate to or would result in:
- the acquisition by any person of additional securities of Reuter
or the disposition of securities of Reuter;
- an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Reuter;
- a sale or transfer of a material amount of assets of Reuter;
- any change in the present board of directors or management of
Reuter, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
- any material change in the present capitalization or dividend
policy of Reuter;
- any other material change in Reuter's business or corporate
structure;
- changes in Reuter's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Reuter by any person;
- causing a class of securities of Reuter to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
- a class of equity securities of Reuter becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, or
- any action similar to any of those listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 10, 2000, the Reporting Person beneficially owned the
following amounts of Common Stock and Series A Stock (the percentages shown
are based upon 8,724,219 shares of Common Stock outstanding and 1,000,000
shares of Series A Stock outstanding for a total of 9,724,219 shares of
Reuter's capital stock outstanding on an as converted basis):
1. Tate beneficially owns 677,345 shares (7.76% of the Common Stock)
and 125,000 shares (12.50% of the Series A Stock) for an aggregate of 802,345
shares (8.25% of the Common Stock and the Series A Stock on an as converted
basis). Tate has sole dispositive and voting power with respect to these
shares.
(b) See Item 5(a) above.
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(c) The Reporting Person has not effected any transactions in the Common
Stock of Reuter during the past 60 days, except for the purchase by Tate of
437,500 shares of Common Stock and 125,000 shares of Series A stock on October
10, 2000, in a private transaction for purchase price of $.1777778 per share,
all as described in Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described under "Item 4. Purpose of Transaction," on October 10,
2000, Activar, Reissner and Tate entered into the Purchase Agreement with
Reuter to purchase an aggregate of 1,000,000 shares of Reuter's Series A
Stock and 3,500,000 shares of Reuter's Common Stock at a purchase price of
$.1777778 per share, an aggregate purchase price of $800,000.
Except as described herein, there are no contracts, arrangements,
understandings or relationships among the person named in Item 2 or between
such person and any other person with respect to any securities of Reuter.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Securities Purchase Agreement dated October 10, 2000
among Reuter Manufacturing, Inc., Activar, Inc., James
L. Reissner and Michael J. Tate (filed herewith
electronically).
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SIGNATURES
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.
Dated: October 19, 2000
/s/ Michael J. Tate
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Michael J. Tate
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION METHOD OF FILING
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1 Securities Purchase Sale Agreement dated October 10, 2000 among
Reuter Manufacturing, Inc., Activar, Inc., James L.
Reissner and Michael J. Tate....... Filed herewith electronically
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