<PAGE> 1
---------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response...14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
LifeQuest Medical, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.001
- --------------------------------------------------------------------------------
(Title of Class of Securities)
531928109
- --------------------------------------------------------------------------------
(CUSIP Number)
Steven R. Jacobs
Cox & Smith Incorporated
112 E. Pecan Street, Suite 1800, San Antonio, Texas 78205
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 27, 1996
- --------------------------------------------------------------------------------
(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 the statement [ ]. (A fee
is not required only if the reporting 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> 2
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 531928109 Page 2 of 7 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard H. Klein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 582,750
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 582,750
---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
- ------------------- -----------------
CUSIP No. 531928109 Page 3 of 7 Pages
- ------------------- -----------------
SCHEDULE 13D
OF RICHARD H. KLEIN COVERING COMMON STOCK OF
LIFEQUEST MEDICAL, INC.
ITEM 1. Security and Issuer
This schedule relates to the shares of Common Stock, par value $.001
per share (the "Common Stock"), of LifeQuest Medical, Inc., a Delaware
corporation (the "Company"). The Company has 5,593,205 shares of Common Stock
outstanding as of the date of this schedule.
The principal executive offices of the Company are located at 9601
McAllister Freeway, Suite 1120, San Antonio, Texas 78216.
ITEM 2. Identity and Background
(a) This statement is being filed by Richard H. Klein.
(b) Mr. Klein's business address is 1206 Safari, San Antonio,
Texas 78216.
(c) Mr. Klein's present principal occupation is President of Klein
Medical, Inc., a wholly-owned subsidiary of the Company, 1206 Safari, San
Antonio, Texas 78216.
(d) During the last five years, Mr. Klein has not been convicted
in a criminal proceeding.
(e) During the last five years, Mr. Klein was not 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.
(f) Mr. Klein is a United States citizen.
<PAGE> 4
- ------------------- -----------------
CUSIP No. 531928109 Page 4 of 7 Pages
- ------------------- -----------------
ITEM 3. Source and Amount of Funds or Other Consideration
Mr. Klein received 600,000 shares of the Common Stock of the Company
in connection with the merger of Klein Medical, Inc. with and into a
wholly-owned subsidiary of the Company (the "Merger"). The Merger was
consummated on November 27, 1996. Subsequent to the consummation of the
Merger, Mr. Klein transferred 17,500 shares of the Common Stock to Andrew
Zarrow as compensation for Mr. Zarrow's services to Klein Medical, Inc. in
connection with the Merger.
Mr. Klein has also been granted options to purchase up to 60,000
shares of the Common Stock. Options to purchase 30,000 shares vest in 10,000
share increments on December 31, 1997, 1998 and 1999, so long as Mr. Klein is
employed by the Company on such date. The remaining options vest on December
31, 1997, 1998 and 1999, so long as Mr. Klein is employed by the Company on
such date, according to a vesting schedule set forth in Mr. Klein's Option
Agreement with the Company based upon the performance of Klein Medical, Inc. in
each of 1997, 1998 and 1999.
ITEM 4. Purpose of Transaction
The purpose of the acquisition of the Common Stock was for investment
purposes only.
Mr. Klein does not have any plans 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;
(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
<PAGE> 5
- ------------------- -----------------
CUSIP No. 531928109 Page 5 of 7 Pages
- ------------------- -----------------
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 of those enumerated above.
However, Mr. Klein may propose any of the foregoing transactions
described in (a)-(j) which he hereafter considers desirable in light of his
examination of the Company and its assets, operations and future prospects, and
of the circumstances prevailing at the time.
ITEM 5. Interest in Securities of the Issuer
(a)(b) Mr. Klein beneficially owns an aggregate of 582,750 shares of
Common Stock which represent 10.42% of the outstanding Common Stock of the
Company. Mr. Klein has the sole power to vote or direct the vote and the sole
power to dispose or direct the disposition of such shares.
(c) During the past sixty days, Mr. Klein acquired an aggregate of
600,000 shares of the Common Stock in connection with the Merger on November
27, 1996 at a price per share of $3.00. On April 15, 1997 Mr. Klein
transferred 17,500 shares of the Common Stock to Andrew Zarrow in consideration
of certain services rendered to Klein Medical, Inc. in the Merger in a private
transaction at a price of $3.00 per share.
(d) No other person is known to have the right to receive or the
power to direct receipt of dividends from, or the proceeds from the sale of,
the Common Stock owned by Mr. Klein.
(e) Not applicable.
<PAGE> 6
- ------------------- -----------------
CUSIP No. 531928109 Page 6 of 7 Pages
- ------------------- -----------------
ITEM 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer
None.
ITEM 7. Material to be filed as Exhibits
None.
<PAGE> 7
- ------------------- -----------------
CUSIP No. 531928109 Page 7 of 7 Pages
- ------------------- -----------------
SIGNATURE
After reasonably 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: June 7, 1997.
/s/ Richard H. Klein
---------------------------------------
RICHARD H. KLEIN
