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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SUMMIT MEDICAL SYSTEMS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
86613P102
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(CUSIP Number)
Edward F. Sweeney
Chief Executive Officer and President
Summit Medical Systems, Inc.
One Carlson Parkway
Minneapolis, Minnesota 55447
Telephone: (612) 473-3250
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 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 / /.
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 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).
(Continued on following pages)
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 2 of 12
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1. NAME OF REPORTING PERSON Vivra Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3096645
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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
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7. SOLE VOTING POWER 434,999
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER N/A
REPORTING PERSON
WITH -------------------------------------------------
9. SOLE DISPOSITIVE POWER 434,999
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10. SHARED DISPOSITIVE POWER N/A
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 434,999
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 5.77%
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14. TYPE OF REPORTING PERSON CO
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 3 of 12
Vivra Incorporated ("Vivra") hereby files this Amendment No. 1 to its
statement on Schedule 13D with the Securities and Exchange Commission to amend
Item 4 and Item 5 to reflect Vivra's sale of 75,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Summit Medical Systems, Inc.:
1. Security and Issuer.
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This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Summit Medical Systems, Inc., a Minnesota corporation
("Summit"). The principal executive offices of Summit are located at One
Carlson Parkway, Minneapolis, Minnesota 55447.
2. Identity and Background.
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The name of the Reporting Person is Vivra Incorporated, a Delaware
corporation. Vivra is a provider of specialty healthcare services, principally
the delivery of dialysis services. Vivra's principal business office is located
at 400 Primrose, Suite 200, Burlingame, California 94010. During the previous
five years, Vivra has not been (i) convicted in a criminal proceeding, or (ii) 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, federal or state securities laws or finding any
violation with respect to such laws.
Pursuant to Instruction C of Schedule 13D, the following information
is provided with respect to the executive officers and directors of Vivra:
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 4 of 12
(a) Name: DAVID P. BARRY
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Vice
President of Vivra, with a principal business address of 400
Primrose, Suite 200, Burlingame, CA 94010, the primary business
of which is specialty healthcare services.
(a) Name: ERNEST A. BLACKWELDER
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Vice
President of Vivra Incorporated, a Delaware corporation, with a
principal business address of 400 Primrose, Suite 200,
Burlingame, CA 94010, the primary business of which is specialty
healthcare services.
(a) Name: ROBERT A. PROSEK
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Vice
President of Vivra, with a principal business address of 400
Primrose, Suite 200, Burlingame, CA 94010, the primary business
of which is specialty healthcare services.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 5 of 12
(a) Name: KENT J. THIRY
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Chief
Executive Officer, President and Director of Vivra Incorporated,
a Delaware corporation, with a principal business address of 400
Primrose, Suite 200, Burlingame, CA 94010, the primary business
of which is specialty healthcare services.
(a) Name: LEANNE ZUMWALT
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Chief
Financial Officer, Secretary and Treasurer and Director of Vivra
Incorporated, a Delaware corporation, with a principal business
address of 400 Primrose, Suite 200, Burlingame, CA 94010, the
primary business of which is specialty healthcare services.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 6 of 12
(a) Name: DAVID G. CONNOR, M.D.
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Physician in
private practice in Daly City, California, with a principal
business address of 1498 Southgate Avenue, Suite 102, Daly City,
California 94015, the primary business of which is nephrology and
internal medicine. Dr. Connor is also a director of Vivra.
(a) Name: RICHARD B. FONTAINE
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Independent
healthcare consultant with a principal business address of 2814
Four Lakes Drive, Park City, Utah 84060, the primary business of
which is healthcare management. Mr. Fontaine is also a director
of Vivra.
(a) Name: ALAN R. HOOPS
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: CEO and
Director of PacificCare Health Systems, with a principal business
address of 5995 Plaza Drive, Cypress,
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 7 of 12
California 90650, the primary business of which is health care
management.
(a) Name: DAVID L. LOWE
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Chairman and
CEO of ADAC Laboratories, Inc., with a principal business address
of 540 Alder Drive, Milpitas, California 95035, the primary
business of which is medical imaging and healthcare information
services.
(a) Name: JOHN M. NEHRA
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Managing
General Partner of Catalyst Ventures, L.P., with a principal
business address of 1119 St. Paul Street, Baltimore, Maryland
21202, the primary business of which is venture capital. Mr.
Nehra is also a director of Vivra.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 8 of 12
(a) Name: STEPHEN G. PAGLIUCA
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Managing
General Partner of Information Partners, with a principal
business address of 2 Copley Place, Boston, Massachusetts 02117,
the primary business of which is venture capital. Mr. Pagliuca
is also a director of Vivra.
(b) Residence or business address for all of the above officers and
directors:
Vivra Incorporated
400 Primrose, Suite 200
Burlingame, CA 94010
(d) The above officers and directors, during the last five years,
have not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The above officers and directors, during the last five years,
have not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship of all of the above officers and directors: United
States.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 9 of 12
3. Source and Amount of Funds or Other Consideration.
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399,999 shares of Common Stock were acquired prior to Summit becoming
a reporting company under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Vivra's original Statement on Schedule 13D related to the
purchase of 110,000 shares of Common Stock in connection with Summit's initial
public offering for an aggregate price of $990,000. Vivra used working capital
to purchase all the Common Stock.
4. Purpose of Transaction.
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Vivra sold 75,000 shares of the Common Stock for working capital
purposes. Vivra has no plans or proposals with respect to the Common Stock of
Summit which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 10 of 12
but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer 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;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any if those enumerated above.
5. Interest in Securities of the Issuer.
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According to the most recently available Annual Report on Form 10-K of
Summit, there are 7,536,544 shares of Common Stock issued and outstanding.
(a) Amount beneficially owned: 434,999
Percent of Class: 5.77%
(b) The number of shares as to which Vivra Incorporated has:
(i) Sole power to vote or direct the vote: 434,999 shares.
(ii) Shared power to vote or direct the vote: N/A.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 11 of 12
(iii) Sole power to dispose or direct the disposition of: 434,999
shares.
(iv) Shared power to dispose or direct the disposition of: N/A.
6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Vivra is a party to a Registration Rights Agreement dated May 27,
1994 which provides Vivra with certain rights to require Summit to register
Common Stock held by Vivra with the SEC, a copy of which is filed as an Exhibit
to Vivra's Schedule 13D filed on April 26, 1996 and incorporated herein by
reference. Except for the Registration Rights Agreement, Vivra is not a party
to any contracts, arrangements, understandings or relationships with respect to
any securities of Summit, including but not limited to the transfer or voting of
any of the securities of Summit, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
7. Material to be Filed as Exhibits.
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(a) Registration Rights Agreement dated May 27, 1994 by and among Summit
Medical Systems, Inc. and the several purchasers named in Schedule I
to the Series A Convertible Preferred Stock Purchase Agreement dated
May 27, 1994, filed as Exhibit 7(a) to Vivra Incorporated's Schedule
13D filed on April 26, 1996, and incorporated herein by reference.
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CUSIP No. 86613P102 Amendment No. 1 to Schedule 13D Page 12 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
Dated as of May 3, 1996.
VIVRA INCORPORATED
By /s/ LeAnne M. Zumwalt
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LeAnne M. Zumwalt
Chief Financial Officer,
Secretary and Treasurer
* Original signature on file at Vivra Incorporated
