SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
HENLEY HEALTHCARE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
42550V 10 7
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(CUSIP Number)
Kenneth W. Davidson, President
Maxxim Medical, Inc.
10300 49th Street North
Clearwater, Florida 33762
(813) 561-2100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
DECEMBER 1999
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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 [ ].
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 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS.
Maxxim Medical, Inc.
76-0291634
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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
Not applicable.
See Introduction to the Statement and Item 3 of the Statement.
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5 CHECK 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
State of Texas
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,400,000
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BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY EACH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 2,400,000
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (10) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.8%
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14 TYPE OF REPORTING PERSON
CO
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2
<PAGE>
This Amendment No. 2 is filed to reflect a reduction in the number of shares of
the Common Stock ("Shares") of Henley Healthcare, Inc. ("Henley") owned by
Maxxim Medical, Inc. ("Maxxim"), to amend and restate Item 5 of the Schedule
13-D filed by Maxxim Medical, Inc., on November 6, 1998 (the "Statement") and to
amend and restate Schedule 1 in the Schedule 13-D filed by Maxxim Medical, Inc.,
on May 12, 1998.
Item 5. Interest in Securities of the Issuer.
(a) According to Henley's most recently available filing with the Commission,
there were 5,823,726 Shares of Common Stock outstanding on August 13, 1999. On
January 5, 2000, Maxxim owned of record 900,000 Shares, or approximately 15.0%
of the total number of outstanding Shares. Maxxim beneficially owns an
additional 1,500,000 Shares, issuable upon the conversion of the outstanding
principal amount due under the Note ($3,000,000). Therefore, Maxxim beneficially
owns a total of 2,400,000 Shares, or approximately 32.8% of the 7,323,726 Shares
which would be outstanding following the issuance of the additional 1,500,000
Shares upon the conversion of the remaining principal amount due under the Note.
Maxxim is also entitled to convert any accrued and unpaid interest due under the
Note into Common Stock. Interest on the Note currently accrues at a rate of 6%
per annum and increases 2% per annum on May 1 of each calendar year. Accrued
interest is due and payable on May 1 and November 1 of each calendar year until
May 1, 2003. The interest payment due May 1, 1998 was fully paid; interest
payments subsequent to May 1, 1998 have been deferred until May 1, 2000 or until
a new bank agreement has been obtained.
To the best of Maxxim's knowledge, of the persons listed on Schedule I, only
Messrs. Davidson and Henley beneficially own any Shares of Henley. Mr. Davidson
beneficially owns an additional 30,000 Shares, representing Shares he has the
current right to acquire under currently exercisable stock options. Mr. Henley
beneficially owns an additional 65,000 Shares, representing Shares he has the
current right to acquire under currently exercisable options.
(b) Maxxim has the sole right to vote and dispose of all of the Shares
beneficially owned by it. To the best of Maxxim's knowledge, each of Messrs.
Davidson and Henley has the sole right to vote and dispose of the Shares
beneficially owned by him.
(c) In September 1997, Henley requested that Maxxim agree to an increase in the
amount of other debt to which the Note would be subordinate. Maxxim agreed to
such increase in exchange for a reduction in the conversion price from $3.00 to
$2.00. On September 30, 1997, the terms of the Note were so modified, giving
Maxxim the beneficial ownership of 3,500,000 Shares with respect to the $7
million principal balance due under the Note.
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<PAGE>
On February 20, 1998, Maxxim converted $2,000,000 due under the Note into
1,000,000 Shares. On March 13, 1998, Maxxim converted another $2,000,000 due
under the Note into an additional 1,000,000 Shares. Maxxim has sold shares as
follows:
SALE DATE SHARES SOLD SALES PRICE SALE TYPE
--------- ----------- ----------- ---------
April 15, 1998 500,000 $ 3.09 Private Sale
August 25, 1998 50,000 $ 3.00 Private Sale
October 30, 1998 425,000 $ 3.00 Private Sale
December 2, 1999 10,500 $ 3.06 Open Market Sale
December 3, 1999 14,500 $ 3.06 Open Market Sale
December 15, 1999 1,000 $ 2.13 Open Market Sale
December 16, 1999 4,000 $ 2.06 Open Market Sale
December 17, 1999 15,000 $ 2.04 Open Market Sale
December 20, 1999 25,000 $ 2.00 Open Market Sale
December 21, 1999 10,000 $ 2.00 Open Market Sale
December 23, 1999 7,000 $ 2.00 Open Market Sale
January 4, 2000 38,000 $ 2.01 Open Market Sale
To the best of Maxxim's knowledge, except as described above, there have been no
other transactions in the Common Stock effected during the last 60 days by
Maxxim or any of the persons listed in Schedule I.
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<PAGE>
Schedule I
Each of the individuals below, except for Messrs. Davidson, Graham, Lamont and
Beek, is a citizen of the United States of America. Messrs. Davidson, Graham and
Lamont are citizens of Canada. Messr. Beek is a citizen of The Netherlands. For
each person whose employment is with Maxxim, the principal business of their
employment and their business address is described under Item 2 previously filed
by Maxxim Medical, Inc. on Schedule 13-D on May 12, 1998.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL
NAME BUSINESS OF EMPLOYER; BUSINESS ADDRESS
- ---- --------------------------------------
<S> <C>
Kenneth W. Davidson Chairman of the Board, President and Chief Executive
Officer of Maxxim Medical, Inc.
Peter M. Graham Senior Executive Vice President, Chief Operating
Officer and Secretary of Maxxim Medical, Inc.
David L. Lamont Executive Vice President, Research and Development
Maxxim Medical, Inc.
Henry T. DeHart Executive Vice President, Manufacturing Operations
Maxxim Medical, Inc.
Jack F. Cahill Executive Vice President, Sales and Marketing
Maxxim Medical, Inc.
Alan S. Blazei Executive Vice President, Controller and Treasurer
Maxxim Medical, Inc.
Joseph D. Dailey Executive Vice President, Information Services
Maxxim Medical, Inc.
Suzanne R. Garon Executive Vice President, Human Resources
Maxxim Medical, Inc.
Rob W. Beek Executive Vice President, Managing Director
Maxxim Medical Europe
Ernest J. Henley, Ph.D. Professor of Chemical Engineering, University of
Houston
49 Briar Hollow Lane #1902
Houston, TX 77027
Saul A. Fox Managing Member of Fox Paine & Company, LLC
950 Tower Lane, Suite 1150
Foster City, CA 94404
W. Dexter Paine, III Managing Member of Fox Paine & Company, LLC
950 Tower Lane, Suite 1150
Foster City, CA 94404
Jason B. Hurwitz Director of Fox Paine & Company, LLC
950 Tower Lane, Suite 1150
Foster City, CA 94404
</TABLE>
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<PAGE>
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 13, 2000
/s/ ALAN S. BLAZEI
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(Signature)
Executive Vice President, Controller & Treasurer
(Name and Title)
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