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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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ReSound Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0007611941
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(CUSIP Number)
Louise Chan, Cagen Holdings Limited
26th Floor, CDW Building, 388 Castle Peak Road
Tsuen Wan, N.T., HONG KONG 011-852-2522-6141
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 21, 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 [_].
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).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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 8 Pages
EXHIBIT INDEX IS ON PAGE 6.
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CUSIP NO. 0007611941 13D PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cagen Holdings Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
See explanation next page (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) OR 2(E)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
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SOLE VOTING POWER
7
NUMBER OF 771,650
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SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -----------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH
9
REPORTING 771,650
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PERSON SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
771,650
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.7%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Amendment No. 2 to Schedule 13D
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Cagen Holdings Limited (the "Reporting Person"), hereby amends, as set forth
below, its Statement on Schedule 13D, filed January 3, 1996 (the "Statement"),
as amended by Amendment No. 1 thereto filed May 13, 1996, relating to the Common
Stock (the "Stock") of ReSound Corporation, a California corporation
("ReSound"). Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed to them in the Statement.
Explanation to page 2, item 2:
The Reporting Person, The Mingly Corporation Limited and Charter Ventures II,
L.P., purchased Convertible Promissory Notes of ReSound on February 21, 1995,
and the Reporting Person and Charter Ventures II, L.P., purchased additional
Convertible Promissory Notes and Warrants of ReSound on November 21, 1995.
Although the Reporting Person's investments occurred at the same time as these
other investments, the Reporting Person evaluated these investments separately
from such other persons and the Reporting Person has no agreement or
understanding with such other persons with regard to acquiring, holding or
disposing of the Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a) and (b) of the Statement are hereby amended by deleting the
information set forth thereunder and substituting therefor the following:
The beneficial ownership of Stock by the Reporting Person, calculated in
accordance with Rule 13d-3(d)(1)(i) and based on 15,783,258 shares of Stock
outstanding as of May 6, 1996 as reported by the issuer in its Form 10-Q for the
quarterly period ended March 31, 1996, is as follows:
771,650 shares (4.7% of class), which represents: (1) 600,000 shares issuable
upon conversion of the principal amount under a $6,000,000 Convertible
Promissory Note of ReSound due February 21, 2000 purchased by the Reporting
Person on February 21, 1995, ("Note I") and previously reported in the
Statement; (2) 38,897 shares issuable upon exercise of a warrant to purchase
Stock acquired by the Reporting Person on November 21, 1995 (the "Warrant") and
previously reported in the Statement; and (3) 132,753 shares issuable upon
conversion of the principal amount and accrued interest as of June 21, 1996,
under a $1,000,000 Convertible Promissory Note of ReSound due July 1, 1996
purchased by the Reporting Person on November 21, 1995 ("Note II"). The
principal amount of and accrued interest under Note II was converted by the
Reporting Person on June 21, 1996.
The Reporting Person has sole voting and sole dispositive power over all of the
shares reported above as beneficially owned.
Page 3 of 8 pages
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Item (c) of the Statement is hereby amended by adding the following:
On June 21, 1996, the Reporting Person acquired 132,753 shares of Stock upon
conversion of the $1,000,000 principal amount under Note II together with
$23,856.12 of accrued interest, at the conversion price of $7.7125 per share set
forth in Note II.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On June 21, 1996, the Reporting Person received a letter from ReSound in which
(i) ReSound waived the provision of Note II restricting conversion prior to July
1, 1996, (ii) in the event Note II was converted prior to July 1, 1996, ReSound
agreed that it would pay, in addition to any other amounts due under the Note
II, interest accruing from the date of conversion through July 1, 1996, and
(iii) ReSound agreed to use its best efforts to file and cause the SEC to
declare effective a registration statement with regard to shares issuable upon
conversion of Note I, Note II and the Warrant not later than 90 days after June
29, 1996.
See the material filed in response to Item 7, which is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter dated June 21, 1996 to the Reporting Person from ReSound.
Page 4 of 8 pages
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Signature
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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.
Date: June 25, 1996
CAGEN HOLDINGS LIMITED
By: /s/ Louise Chan
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Name: Louise Chan
Title: Deputy Company Secretary
Page 5 of 8 pages
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
1. Letter dated June 21, 1996 from ReSound
Corporation to Cagen Holdings Limited. 7
</TABLE>
Page 6 of 8 pages
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EXHIBIT 1
Hearing Health Care
RESOUND
ReSound Corporation
220 Saginaw Drive
Seaport Center
Redwood City, CA 94063
415 780-7800
415 367-0675 Fax
June 21, 1996
Charter Ventures II, L.P.
525 University Avenue
Suite 1500
Palo Alto, CA 94301
Cagen Holdings Limited
26th Floor
CDW Building
388 Castle Peak Rd.
Tsuen Wan, N.T.
HONG KONG
Ladies and Gentlemen:
We refer to the Note and Warrant Purchase Agreements dated as of November 21,
1995, between the undersigned and each of you (the "Agreements"). Capitalized
terms used in this letter have the meanings given in the Agreements.
1. The undersigned hereby waives the provision of Section 1(a) of the Notes
restricting the Holder from converting prior to July 1, 1996, and agrees that
the Notes may be converted by the Holder at any time on or after today's date
upon compliance with the other provisions prescribed by the Notes.
2. In the event the Notes are converted prior to July 1, 1996, the undersigned
will pay, in addition to any other amounts due under the Notes, interest
accruing from the date of such conversion through July 1, 1996.
3. For purposes of Section 7 of the Purchase Agreements referred to in the
Notes, and Section 7 of the Note and Warrant Purchase Agreements dated as of
February 21, 1995 between the undersigned and you and between the undersigned
and The Mingly Corporation Limited (the "February Purchase Agreements"), the
undersigned agrees to file the
Page 7 of 8 pages
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Registration Statement referred to therein and to use its best efforts to cause
the SEC to declare such Registration Statement effective not later than 90 days
after June 29, 1996.
Very truly yours,
RESOUND CORPORATION
By: /s/ Paul A. Busse
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Name: Paul A. Busse
Title: Sr. Vice President, Finance &
Administration and Chief Financial Officer
Page 8 of 8 pages
