SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LUKENS MEDICAL CORPORATION
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(Name of Issuer)
Common Stock $.01 Par Value
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(Title of Class of Securities)
549870 10 3
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(CUSIP Number)
Susan W. Carlson, 150 2nd Ave. N., Suite 1100, St. Petersburg, FL 33701
Telephone Number (813) 898-6692
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1997
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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 [ ].
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).
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CUSIP No. 549870 10 3
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1) Names of Reporting Persons.
Treesa Spencer
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S.S. or I.R.S. Identification Nos. of Above Persons
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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5) Check 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 U.S.
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(7) Sole Voting Power 200,000
Number of
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting Power
Owned By -----------------------------------------------------
Each Report- (9) Sole Dispositive Power 200,000
ing Person -----------------------------------------------------
With (10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each reporting Person
200,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11) 6.7%
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14) Type of Reporting Person (See Instructions) IN
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SCHEDULE 13D
Item 1. Security and Issuer.
$.01 Par Value Common Stock
Lukens Medical Corporation
3820 Academy Parkway North, NE
Albuquerque, New Mexico 87109
Item 2. Identity and Background.
a) Name: Treesa Spencer
b) Residence Address: 109 West Greentree Lane
Lake Mary, Florida 32746
c) Present Principal Occupation: Consultant
Pro-Tec Containers, Inc.
5400 South Bryant Ave.
Sanford, Florida 32773
d) Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e) Involvement in Certain Legal Proceedings: None
f) Current Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement of Merger and Reorganization (the
"Merger Agreement") by and among Lukens Medical Corporation
(the "Issuer") and its wholly owned subsidiary PTC Merger
Corp. and Pro-Tec Containers, Inc., and its sole shareholder
Treesa Spencer, dated as of May 12, 1997, the Issuer acquired
Pro-Tec Containers, Inc. and certain patents owned by Treesa
Spencer. At the closing, PTC Merger Corp. merged with and into
Pro-Tec Containers, Inc. and Treesa Spencer exchanged all of
the issued and outstanding shares of the common stock of
Pro-Tec Containers, Inc. for 200,000 shares of the $.01 par
value common stock of the Issuer and a Note in the amount of
$133,413.00. In addition, Treesa Spencer transferred to the
Issuer certain patents in exchange for a cash payment.
Item 4. Purpose of Transaction.
The reporting person acquired the securities for investment
purposes and has no plans which relate to or would result in
any of the matters set forth in Item 4 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
a) The reporting person, Treesa Spencer, owns 200,000 shares
of the $.01 par value common stock of Lukens Medical
Corporation, which constitutes 6.7 percent of the issued and
outstanding common stock as of May 12, 1997.
b) The reporting person, Treesa Spencer, has the sole power to
vote the 200,000 shares of common stock held by her.
c) The reporting person, Treesa Spencer, has not effected any
transactions in the class of securities reported upon during
the 60 days prior to the date of this document, other than the
acquisition of such securities pursuant to the Merger
Agreement.
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<PAGE>
d) No other person has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the
sale of the 200,000 shares of common stock of Lukens Medical
Corporation owned by the reporting person, Treesa Spencer.
e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Merger Agreement, Treesa Spencer and
Lukens Medical Corporation entered into a Stockholder
Agreement as of May 12, 1997 which restricts acquisition of
additional securities and sales of securities issued by Lukens
Medical Corporation and held by Treesa Spencer. 8,346 of the
200,000 shares of stock of Lukens Medical Corporation which
were acquired by Treesa Spencer pursuant to the Merger
Agreement are held by the issuer in escrow pending final
confirmation of the transaction consideration.
Item 7. Material to be Filed as Exhibits.
1. Agreement of Merger and Reorganization, dated as of
May 12, 1997, among the Issuer, PRO-TEC Containers,
Inc., PTC Merger Corp., and the Reporting Person, and
exhibits thereto (filed as Exhibit 1 to the Current
Report on Form 8-K filed by the Issuer on May 21,
1997 (Commission File No. 1- 11109), and incorporated
herein by reference).
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.
Date May 21, 1997
/s/ Treesa Spencer
Treesa Spencer
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