UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Cell Robotics International, Inc.
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(Name of Issuer)
Issuer Common Stock
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(Title of Class of Securities)
457-961-100
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 pages
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CUSIP No. 457-961-100
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Chester L.F. and Jacqueline M. Paulson, as joint tenants
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
United States of America
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5. Sole Voting Power
NUMBER 1,160,785
OF --------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED
BY --------------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING
PERSON 1,160,785
WITH --------------------------------------------------------
8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
423,150
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ X ]
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11. Percent of Class Represented by Amount in Row (11)
5.4%
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12. Type of Reporting Person (See Instructions)
IN
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Page 2 of 5 pages
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Item 1. Issuer
(a) The name of the Issuer is Cell Robotics International, Inc.
(b) The Issuer's Principal Executive Offices are located at 2715
Broadbent Parkway NE, Albuquerque, New Mexico 87107.
Item 2. Reporting Person and Security
(a) This Statement is filed by Chester L.F. Paulson, an individual, and
Jacqueline M. Paulson, an individual (together, the "Paulsons").
(b) The Paulsons' Principal Business Office is located at Paulson
Investment Company, Inc., 811 SW Naito Parkway, Ste. 200, Portland, OR 97204.
(c) The Paulsons are citizens of the United States of America.
(d) This Statement relates to shares of Common Stock of Cell Robotics
International, Inc.
(e) The CUSIP Number assigned to the Common Stock of the issuer is
457-961-100
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check
whether the person filing is a: (Not applicable.)
(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; see ss.240.13d-l(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-l(b)(1)(ii)(H)
Item 4. Ownership
(a) Under the rules and regulations of the Securities and Exchange
Commission, the Paulsons may be deemed to be the beneficial owner of a total of
1,160,785 shares of common stock. The Paulsons are the controlling shareholders
of Paulson Capital Corp. ("PCC") which is the parent company of Paulson
Investment Company, Inc. ("PIC"), a wholly owned subsidiary. The Paulsons
beneficially own 423,150 shares of common stock directly and 737,635 shares of
common stock indirectly through their controlling position with PCC. Pursuant to
SEC Rule 13d-4, the Paulsons expressly disclaim beneficial ownership of the
737,635 shares of common stock owned by PIC.
Page 3 of 5
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The 423,150 shares beneficially owned directly by the Paulsons are
comprised of the following (for purposes of the discussion of their beneficial
ownership, "Warrant" shall refer to a warrant entitling the holder to purchase
one share of the Issuer's Common Stock): 370,500 shares of common stock; one
warrant to purchase 1.0350 units convertible into 20,700 shares of common stock
and 10,350 Warrants and; one warrant to purchase 3,600 units convertible into
14,400 shares of common stock and 7,200 Warrants.
The Paulsons are the indirect beneficial owners of 737,635 shares of common
stock owned by PIC comprised of the following: a warrant to purchase 9.3725
units, each of which is convertible into 20,000 shares of common stock and
10,000 Warrants; a warrant to purchase 29,800 units, each of which is
convertible into one share of Convertible Preferred Stock and two Warrants (each
share Convertible Preferred Stock is convertible into four shares Common Stock);
210,000 shares Common Stock; 45,000 Warrants and; 22,660 Warrants held in PIC's
trading account.
(b) Of the 7,784,593 shares of the Issuer's Common Stock outstanding as of
March 31, 1999, the Paulsons' beneficial ownership represented approximately
5.4%, excluding those shares to which they disclaim beneficial ownership.
(c) The Paulsons have the power to vote or direct the vote and to dispose
or to direct the disposition of the total amount of shares that they
beneficially own.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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 Group
Not applicable.
Page 4 of 5
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Item 10. Certification
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.
Dated January 12, 2000
CHESTER L.F. PAULSON
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Signature
CHESTER L.F. PAULSON
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Chester L.F. Paulson, Individually
JACQUELINE M. PAULSON
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Signature
JACQUELINE M. PAULSON
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Jacqueline M. Paulson, Individually
Page 5 of 5
