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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
The Female Health Company
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
314462 10 2
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(CUSIP Number)
Stephen M. Dearholt
741 N. Milwaukee Street, Suite 500, Milwaukee, Wisconsin 53202
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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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SCHEDULE 13D
CUSIP NO. 314462 10 2
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Stephen M. Dearholt
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Wisconsin, USA
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SOLE VOTING POWER
7
NUMBER OF 1,855,722
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
240,998
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,855,722
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
240,998
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,096,720
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.24%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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SCHEDULE 13D
Mr. Dearholt has disclosed his ownership of The Female Health Company's
(the "Company") Common Stock ("Issuer Common Stock") to the Company. Mr.
Dearholt's transactions directly with the Company have been reported in the
Company's proxy statement dated March 31, 2000 and certain periodic reports
filed with the SEC. This filing is being made to address his independent filing
obligations under Section 13(d) of the Securities Exchange Act of 1934, as
amended.
This amendment is being filed to report the acquisition of additional
securities of the Company and the grant of additional warrants to Mr. Dearholt
by the Company as described in Item 5 and to update Items 1, 3 and 7.
Item 1. Security and Issuer
The principal executive offices of the Company are located at 875 North
Michigan Avenue, Suite 3660, Chicago, Illinois 60611.
Item 3. Source and Amount of Funds or Other Consideration
All purchases of Issuer Common Stock by Mr. Dearholt, whether in the market
or from the Company, have been made with cash obtained from personal investment
funds. All loans to the Company by Mr. Dearholt have been made from personal
investment funds.
Purchases of Issuer Common Stock by Mr. Dearholt's self-directed IRA have
been made with investment funds held by the IRA.
Item 5. Interest in Securities of the Issuer
<TABLE>
<CAPTION>
Amount of Beneficial Ownership
Name of Beneficial Owner Shares Percent
<S> <C> <C>
Stephen M. Dearholt (1)(2) 2,096,720 15.24%
</TABLE>
(1) Includes options to purchase 50,000 shares (which are currently
exercisable) granted pursuant to the terms of the Company's Outside
Director Stock Option Plan.
(2) Includes 524,742 shares owned directly by Mr. Dearholt and warrants to
purchase 1,172,500 shares which are currently exercisable. Also includes
the following shares which Mr. Dearholt may be deemed to beneficially own:
69,500 shares held by the Dearholt, Inc. Profit Sharing Plan; 9,680 shares
held by the Response Marketing Money Purchase Plan; 11,200 shares held in a
self-directed IRA; 162,898 shares held by the Mary C. Dearholt Trust of
which Mr. Dearholt, a sibling and his mother are trustees; 18,100 shares
held by Mr. Dearholt's minor child; 18,100 shares held by the James W.
Dearholt Trust of which Mr. Dearholt is a co-trustee with a sibling, and
60,000 shares of preferred stock held by the
2
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Mary C. Dearholt Trust that are convertible share-for-share into Issuer
Common Stock. Mr. Dearholt shares the power to vote and dispose of 240,998
shares of Issuer Common Stock (including 60,000 shares of Preferred Stock
convertible into Issuer Common Stock) held by the Mary C. Dearholt Trust
and the James W. Dearholt Trust. Mr. Dearholt has sole power to vote and
dispose of the remaining shares of Issuer Common Stock reported herein,
except that North Central Trust has the sole power to vote and dispose of
the 9,680 shares of Issuer Common Stock held by the Response Marketing
Money Purchase Plan.
On March 25, 1996, the Company borrowed $1,000,000 from Mr. Dearholt under
a one year note payable in full on March 25, 1997 with interest at 12% per annum
payable monthly. The note was repaid by issuance of a new promissory note due
March 25, 1998, a replacement note due March 25, 1999, a replacement note due
March 25, 2000 and a replacement note due March 25, 2001. The outstanding
promissory note is now payable in full on March 25, 2001 and bears interest at
12% per annum payable monthly. The borrowing transactions were effected in the
form of a promissory note from the Company to Mr. Dearholt and related documents
including warrants to purchase Issuer Common Stock. For the most recent
refinancing on March 25, 2000, the Company issued a warrant to Mr. Dearholt to
purchase up to 250,000 shares of Issuer Common Stock at an exercise price of
$0.71 per share (which represented a discount from market price). The warrant
expires on March 25, 2010. The Company also granted Mr. Dearholt certain
registration rights for the Issuer Common Stock he receives from the Company
under the warrants.
On February 12, 1999, the Company borrowed $250,000 from Mr. Dearholt under
a one year note payable in full on February 12, 2000 with interest at 12% per
annum payable monthly. The Note was repaid by issuance of a new promissory note
due February 12, 2001 which bears interest at 12% per annum payable monthly. In
connection with the issuance of a replacement note, the Company issued a warrant
to Mr. Dearholt to purchase up to 62,500 shares of Issuer Common Stock at $0.77
per share (which represented a discount from market price). The warrant expires
on February 12, 2010. The Company also granted Mr. Dearholt certain
registration rights for the Issuer Common Stock he receives from the Company
under the warrant.
On January 21, 2000, Mr. Dearholt's self-directed IRA purchased, in the
market, 5,000 shares of Issuer Common Stock at $1.03 per share. All shares were
purchased solely for investment purposes.
On October 1, 1999, the Company paid a dividend of 14,769 shares of Issuer
Common Stock on the 8% Convertible Preferred Stock held by the Mary C. Dearholt
Trust of which Mr. Dearholt is a trustee. The trust chose shares of Issuer
Common Stock for the form of payment of the dividend.
On September 24, 1999, the Company completed a private placement of Issuer
Common Stock to various investors at a purchase price of $0.75 per share (which
represented a discount from market price). Mr. Dearholt purchased 266,667
shares of Issuer Common Stock for $200,000 in this private placement. The terms
of Mr. Dearholt's purchase were identical to the terms offered to the other,
unrelated investors. As part of this private placement, the Company granted all
of the investors, including Mr. Dearholt, registration rights which require that
the Company register the investors' resale of these shares.
On August 13, 1999, Mr. Dearholt purchased, in the market, 10,000 shares of
Issuer Common Stock at $.687 per share. All shares were purchased solely for
investment purposes.
Item 7. Material to be Filed as Exhibits
Exhibit No.
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3
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1 Warrant to purchase shares of Issuer Common Stock issued to Stephen M.
Dearholt dated as of November 21, 1995.*
2 Warrant to purchase up to 200,000 shares of Issuer Common Stock issued
to Stephen M. Dearholt dated as of March 25, 1996.*
3 Warrant to purchase up to 200,000 shares of Issuer Common Stock issued
to Stephen M. Dearholt dated as of March 25, 1997.*
4 Warrant to purchase up to 200,000 shares of Issuer Common Stock issued
to Stephen M. Dearholt dated as of March 25, 1998.*
5 Note Purchase and Warrant Agreement between the Company and Stephen M.
Dearholt dated March 25, 1998.*
6 Stock Issuance Agreement between the Company and Stephen M. Dearholt
dated as of March 25, 1998.*
7. Warrant to purchase up to 50,000 shares of Issuer Common Stock issued
to Stephen M. Dearholt dated as of February 12, 1999.**
8. Note Purchase and Warrant Agreement between the Company and Stephen M.
Dearholt dated February 12, 1999.**
9. Stock Issuance Agreement between the Company and Stephen M. Dearholt dated
as of February 12, 1999.**
10. Warrant to purchase up to 200,000 shares of Issuer Common Stock issued
to Stephen M. Dearholt dated as of March 25, 1999.**
11. Note Purchase and Warrant Agreement between the Company and Stephen M.
Dearholt dated March 25, 1999.**
12. Stock Issuance Agreement between the Company and Stephen M. Dearholt dated
as of March 25, 1999.**
13. Warrant to purchase up to 62,500 shares of Issuer Common Stock issued to
Stephen M. Dearholt dated February 12, 2000. (Filed with the SEC as
Exhibit 10.1 to the Company's Quarterly Report for the quarter ended March
31, 2000, on Form 10-QSB (the "March 31, 2000 10-QSB").
14. Warrant to purchase up to 250,000 shares of Issuer Common Stock issued to
Stephen M. Dearholt dated as of March 25, 2000. (Filed with the SEC as
Exhibit 10.3 to the March 31, 2000 10-QSB.)
*Previously filed by Stephen M. Dearholt with Amendment No. 1 to Schedule 13D on
January 14, 1999.
**Previously filed by Stephen M. Dearholt with Amendment No. 3 to Schedule 13D
on May 14, 1999.
SIGNATURE
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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.
/s/ Stephen M. Dearholt
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Stephen M. Dearholt
Dated: May 24, 2000
4
