SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Food Technology Service, Inc.
(formerly Vindicator, Inc.)
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(Name of Issuer)
Common Shares, $0.01 Par Value
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(Title of Class of Securities)
927341107
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(CUSIP Number)
David Nicholds, Esq.
MDS Nordion Inc.
447 March Road
Kanata, Ontario, Canada K2K 1X8
(613) 592-2790
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 2000
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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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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>
1. Name of Reporting Person: MDS Nordion Inc. (formerly Nordion International
Inc.)
2. Check the Appropriate Box if a Member of a Group: (a)|_|
(b)|_|
3. SEC Use Only
4. Source of Funds: WC & AF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):|_|
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 5,895,761
Owned By
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power: 5,895,761
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,895,761
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:|_|
13. Percent of Class Represented by Amount in Row (11): 54.8 %
14. Type of Reporting Person: CO
<PAGE>
1. Name of Reporting Person: MDS Inc.
2. Check the Appropriate Box if a Member of a Group: (a)|_|
(b)|_|
3. SEC Use Only
4. Source of Funds: WC & AF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):|_|
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 5,895,761
Owned By
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power: 5,895,761
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,895,761
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:|_|
13. Percent of Class Represented by Amount in Row (11): 54.8 %
14. Type of Reporting Person: CO
<PAGE>
1. Name of Reporting Person: Laboratoires MDS Quebec Ltee
2. Check the Appropriate Box if a Member of a Group: (a)|_|
(b)|_|
3. SEC Use Only
4. Source of Funds: AF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):|_|
6. Citizenship or Place of Organization: Quebec, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 5,895,761
Owned By
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power: 5,895,761
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,895,761
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:|_|
13. Percent of Class Represented by Amount in Row (11): 54.8 %
14. Type of Reporting Person: CO
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
MDS Nordion Inc. ("Nordion") hereby amends its statement on Schedule 13D dated
December 1, 1992, as amended by Amendment No. 1 dated February 9, 1996,
Amendment No. 2 dated December 9, 1996, Amendment No. 3 dated December 31, 1997,
Amendment No. 4 dated March 31, 2000 and Amendment No. 5 dated April 28, 2000
(the "Schedule 13D"), relating to the shares of Common Stock, $0.01 par value
(the "Stock"), of Food Technology Services, Inc. (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
(a) Shares of Common Stock, $0.01 par value
(b) Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860 U.S.A.
Item 2. IDENTITY AND BACKGROUND.
Not applicable to this Amendment.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable to this Amendment.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
By letter agreement of May 18, 2000, Nordion and the Issuer agreed that, as
of February 4, 2000, the total amount of indebtedness, cash advances and accrued
and payable interest that is owed by the Issuer to Nordion and that has not
previously been converted by Nordion into shares of Stock of the Issuer is
$963,194. In addition, whereas previously one portion of the outstanding
indebtedness was convertible at $0.80 per share of Stock and the other portion
of the outstanding indebtedness was convertible into shares of Stock at 70% of
the closing price on the last trade date prior to the exercise of the conversion
right, the parties further agreed that all outstanding indebtedness is
convertible into shares of Stock at 70% of the closing price on the last trade
date prior to the exercise of the conversion right.
Finally, Nordion also confirmed that it has waived until January 1, 2001
the right to convert into shares of Stock all interest that would accrue on the
outstanding indebtedness from February 5, 2000 until January 1, 2001.
Except as previously disclosed and described herein, none of Nordion, MDS
or Laboratoires have any plans or proposals which relate to or would result in
any of (a) through (j) of Item 4 of the form of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) At the close of business on May 18, 2000, Nordion beneficially owned
5,895,761 shares of Stock, which constitutes approximately 54.8% of the
outstanding shares of Stock. The number of shares of Stock beneficially owned on
May 18, 2000 has been computed by aggregating (i) the number of shares of Stock
that Nordion actually owns pursuant to its election to convert portions of the
outstanding indebtedness, cash advances and accrued interest into shares of
Stock, and (ii) the number of shares of Stock into which Nordion could elect to
convert the remaining outstanding indebtedness, cash advances and due and
payable accrued interest on May 18, 2000, on the basis of the closing price of
May 18, 2000, i.e., 70% of $3.125 or $2.1875. Pursuant to publicly available
information, 10,316,201 shares of the Stock were outstanding on May 18, 2000.
To the best of the knowledge of Nordion, MDS and Laboratoires other than as
set forth above, none of the persons named in Item 2 of the Schedule 13D is the
beneficial owner of any shares of the Stock.
Messrs. Craig Hunter and David Nicholds, employees of Nordion, are
currently directors of the Issuer. Messrs. Hunter and Nicholds disclaim
beneficial ownership of any securities of the Issuer beneficially owned by
Nordion.
(b) Nordion has the sole power to vote or direct the vote and to dispose or
direct the disposition of 5,895,761 shares of the Stock.
(c) As a result of the transaction described above in Item 4, the number of
shares of Stock beneficially owned by Nordion declined by 337,231 shares. The
decrease since April 7, 2000 in the number of shares of Stock beneficially owned
was partially offset by an increase in the number of shares into which the debt
is convertible as a result of a decrease in the market price of the Stock since
April 7, 2000 (i.e., $524,600 of indebtedness had been previously reported to be
convertible at a 70% market price conversion rate of $3.0625 whereas, based on
the May 18, 2000 closing price, such indebtedness is now convertible at $2.1875
per share of Stock).
Except as described above, neither Nordion, MDS or Laboratoires nor, to the
best knowledge of Nordion, MDS and Laboratoires, any of the persons listed in
Item 2 to the Schedule 13D effected any transactions in the Stock since April 7,
2000.
(d) Except as set forth herein, each of Nordion, MDS and Laboratoires
affirms that no person other than Nordion, MDS and Laboratoires have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Stock owned by Nordion, MDS and
Laboratoires.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety as follows:
Except as described herein, none of Nordion, MDS, Laboratoires, or, to the
best knowledge of Nordion, MDS and Laboratoires, any of the directors and
executive officers of Nordion, MDS or Laboratoires, has any contract,
arrangement, understanding or relationship with any other person regarding the
shares of Stock, including but not limited to transfer or voting of any such
shares, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended as follows:
Exhibits
--------
1. Letter Agreement between the Issuer and Nordion, dated May 18, 2000
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 25, 2000
MDS NORDION INC.,
By: /s/ David Nicholds
------------------------------
Name: David Nicholds
Title: Vice-President
MDS INC.,
By: /s/ J.A. Rogers
------------------------------
Name: J.A. Rogers
Title: President & CEO
LABORATOIRES MDS QUEBEC LTEE.,
By: /s/ J.A. Rogers
------------------------------
Name: J.A. Rogers
Title: President & CEO
<PAGE>
EXHIBITS
Agreements Relating to the Indebtedness and
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the Conversions by Nordion into Shares of Stock
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[MDS Nordion Letterhead]
May 18, 2000
Mr. Pete Ellis
President
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860
USA
Dear Mr. Ellis:
Re: Amendment to Letter Agreement dated March 6, 2000, and Confirmation of
Letter Agreement dated April 17, 2000
----------------------------------------------------------------------
On March 6, 2000, Food Technology Service, Inc. ("FTSI") and MDS Nordion Inc.
("Nordion") entered into a Letter Agreement providing for simplification of
security interests. The parties desire to amend the Letter Agreement dated March
6, 2000 in order to confirm that the amount of indebtedness to Nordion as
adjusted at February 4, 2000 is $963,194 US (the "Debt") which includes $22,114
US accrued interest that became payable on February 4, 2000. The parties agree
that no further currency adjustments be effected to the Debt. The parties also
agree that the Debt, interest accruing thereon and any future advances including
payment of guarantees or indemnities to third parties made by Nordion to FTSI's
benefit remain, at Nordion's option, convertible at any time into common shares
of FTSI based on the conversion rate of 70% of the closing price of FTSI's
shares listed on NASDAQ on the last trade date prior to the exercise of the
conversion right.
Nordion further confirms its Letter Agreement dated April 17, 2000, pursuant to
which the right of conversion of interest accruing on the Debt from February 5,
2000 to January 1, 2001, into shares of FTSI, has been waived by Nordion.
If you concur with the foregoing, please sign in the space provided.
Sincerely,
MDS NORDION INC.
Per: /s/ David L. Nicholds
----------------------------------
David L. Nicholds,
Vice President, General Counsel &
Corporate Secretary
We concur this 18th day of May, 2000.
Food Technology Services, Inc.
By: /s/ Pete Ellis
----------------------------------
c: Bill Schiffno
