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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
July 5, 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. 2 to Schedule 13D Page 2 of 11
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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 220,000
SHARES
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OWNED BY 8. SHARED VOTING POWER N/A
EACH
REPORTING ----------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 220,000
WITH
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10. SHARED DISPOSITIVE POWER N/A
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 220,000
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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) 2.92%
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14. TYPE OF REPORTING PERSON CO
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 3 of 11
Vivra Incorporated ("Vivra") hereby files this Amendment No. 2 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 180,000 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 1850 Gateway Drive, Suite 500, San Mateo, California 94404. 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 Form 8-K, the following information is
provided with respect to the executive officers and directors of Vivra:
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 4 of 11
(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 1850 Gateway Drive, Suite 500, San
Mateo, California 94404, 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 1850
Gateway Drive, Suite 500, San Mateo, California 94404, 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 1850 Gateway Drive, Suite 500, San
Mateo, California 94404, the primary business of which is specialty
healthcare services.
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 5 of 11
(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 1850 Gateway Drive, Suite 500, San
Mateo, California 94404, the primary business of which is specialty
healthcare services.
(a) Name: LEANNE M. 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 1850 Gateway Drive, Suite 500,
San Mateo, California 94404, the primary business of which is
specialty healthcare services.
(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
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 6 of 11
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, 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,
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 7 of 11
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.
(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
1850 Gateway Drive, Suite 500
San Mateo, CA 94404
(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).
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 8 of 11
(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.
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 180,000 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, or the disposition of 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;
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 9 of 11
(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 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 Quarterly Report on Form 10-Q
of Summit, there are 7,536,545 shares of Common Stock issued and outstanding.
(a) Amount beneficially owned: 220,000
Percent of Class: 2.92%
(b) The number of shares as to which Vivra Incorporated has:
(i) Sole power to vote or direct the vote: 220,000 shares.
(ii) Shared power to vote or direct the vote: N/A.
(iii) Sole power to dispose or direct the disposition of:
220,000 hares.
(iv) Shared power to dispose or direct the disposition of: N/A.
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CUSIP NO. 86613P102 Amendment No. 2 to Schedule 13D Page 10 of 11
6. Contracts, Arrangements, Understandings or Relationships with Respect to
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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. 2 to Schedule 13D Page 11 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to Schedule 13D
is true, complete and correct.
Dated as of August 8, 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
