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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
Under the Securities Exchange Act of 1934
SARGENT, INC.
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(Exact name of registrant as
specified in its corporate charter)
0-19031
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Commission File No.
Delaware 84-1215959
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(State of Incorporation) (IRS Employer
Identification No.)
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
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(Address of principal executive offices)
(213) 935-5700
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(Registrant's telephone number, including area code)
May 17, 1996
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SARGENT, INC.
Schedule 14f-1
Under the Securities Exchange Act of 1934
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.
a. Immediately prior to the closing (the "Closing") of the Agreement for
Exchange of Stock, dated as of May 11, 1996, by and among Sargent, Inc., Los
Angeles Community Dialysis, Inc., Victor Gura, M.D., Ronald P. Lang, M.D. and
Avraham Uncyk, M.D. (the "Share Exchange Agreement"), as described in Item 6(e),
there were issued and outstanding 2,111,343 shares of Common Stock of Sargent,
Inc. (the "Company"). At the Closing of the Share Exchange Agreement, there
were issued and outstanding 6,345,471 shares of Common Stock. All of the shares
of Common Stock of the Company are entitled to one vote at any meeting of the
stockholders of the Company.
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b. The following table reflects, as of May 11, 1996, giving effect to the
Closing of the Share Exchange Agreement, the beneficial Common Stock ownership
of: (a) each director of the Company, (b) each executive officer named in the
summary compensation table (See Item 8), (c) each person known by the Company to
be a beneficial owner of five percent (5%) or more of its Common Stock, and (d)
all executive officers and directors of the Company as a group:
PERCENTAGE AFTER
COMPLETION OF
NAME AND ADDRESS NO. OF SHARE EXCHANGE
OF BENEFICIAL OWNER SHARES(#) AGREEMENT
- ------------------- --------- ----------------
Medipace Medical Group, Inc. (1) 1,000,000 15.76
Victor Gura, M.D. (1,2) 4,234,128 66.73
Ronald P. Lang, M.D. (1,3) 1,727,679 27.23
Avraham H. Uncyk, M.D. (1,4) 1,323,413 20.86
A. Vern Tharp (5) 0 *
Edward H. Hawkins (6) 112,069 1.77
Orion Corporate Funding, Inc. (7) 473,002 7.45
Richard L. Messick (8) 479,588 7.56
All executive officers
and directors as a group
(5 persons) 4,346,197 68.49
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(FOOTNOTES ON FOLLOWING PAGE)
# PURSUANT TO THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, SHARES OF
COMMON STOCK WHICH AN INDIVIDUAL OR GROUP HAS A RIGHT TO ACQUIRE WITHIN 60
DAYS PURSUANT TO THE EXERCISE OF OPTIONS OR WARRANTS ARE DEEMED TO BE
OUTSTANDING FOR THE PURPOSE OF COMPUTING THE PERCENTAGE OWNERSHIP OF SUCH
INDIVIDUAL OR GROUP, BUT ARE NOT DEEMED TO BE OUTSTANDING FOR THE PURPOSE
OF COMPUTING THE PERCENTAGE OWNERSHIP OF ANY OTHER PERSON SHOWN IN THE
TABLE.
* LESS THAN 1%
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1. The address for Drs. Gura, Lang and Uncyk and Medipace Medical Group, Inc.,
is 5901 West Olympic Boulevard, Suite 300, Los Angeles, California 90036.
Medipace Medical Group, Inc., a California corporation ("Medipace") is
owned by Drs. Gura, Lang and Uncyk on a proportionate ownership interest of
67.5%, 22.5% and 10%, respectively. Medipace is the registered owner of
1,000,000 shares of Common Stock, and each of Drs. Gura, Lang and Uncyk are
deemed to be the beneficial owners of such 1,000,000 shares.
2. Dr. Gura is the registered owner of 2,183,036 shares and has been given a
proxy by Drs. Lang and Uncyk to vote 1,051,092 shares collectively owned by
such persons during the one year period commencing May 11, 1996.
3. Dr. Lang is the registered owner of 727,679 shares.
4. Dr. Uncyk is the registered owner of 323,413 shares.
5. Mr. Tharp is a director of the Company. Mr. Tharp will resign as a
director ten (10) days following the filing and mailing to the Company's
stockholders of this Schedule 14f-1. Mr. Tharp's address is 2854 Vrain
Street, Denver, Colorado 80212.
6. Mr. Hawkins is a director of the Company. Mr. Hawkins will resign as a
director ten (10) days following the filing and mailing to the Company's
stockholders of this Schedule 14f-1. Mr. Hawkins' address is 4155 Jewell
Avenue, Suite 909, Denver, Colorado 80222.
7. Pursuant to a Schedule 13D filed on behalf of Orion Corporate Funding, Inc.
("Orion"), Douglas Nutt, Trustee FBO Evelyn Sheerin Trust ("Sheerin
Trust"), Douglas Nutt, Trustee FBO Frances Nutt Trust ("Nutt Trust"),
Douglas Nutt, Trustee FBO Lorene Allison Trust ("Allison Trust") and Marion
Nutt, dated May 14, 1996, the foregoing persons own shares of Common Stock
of the Company, as follows: (a) Orion (473,002 shares), (b) Sheerin Trust
(10,086 shares), (c) Nutt Trust (6,724 shares), (d) Allison Trust (17,193
shares) and (e) Marion Nutt (10,086 shares). Douglas Nutt, as owner of
Orion, and Trustee of the Sheerin Trust, Nutt Trust and Allison Trust has
sole power to vote or to direct the vote with regard to the above-named
shares. Douglas Nutt is married to Marion Nutt. Douglas Nutt and Orion
disclaim any beneficial interest in the securities owned by the Sheerin
Trust, Allison Trust, Nutt Trust and Marion Nutt. Douglas Nutt, was found
to have violated the NASD bylaws with regard to conduct inconsistent with
just and equitable principals of trade and unfair markdowns on November 23,
1994. Such finding by the NASD was appealed to the Securities and Exchange
Commission and affirmed on November 23, 1995.
8. Mr. Messick's address is 2472 East Road, 8 North, Monte Vista, Colorado
81144. Does not include 85,000 shares of Common Stock held by Mrs. Richard
L. Messick.
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e. On May 11, 1996, the Company, Los Angeles Community Dialysis, Inc.
("LACD"), Victor Gura, M.D. ("Gura"), Avraham H. Uncyk, M.D. ("Uncyk") and
Ronald P. Lang, M.D. ("Lang") completed the transactions contemplated by the
Share Exchange Agreement. In connection with the Share Exchange Agreement, the
Company issued an aggregate of 4,234,128 shares (the "Exchanged Sargent Shares")
of the common stock, par value $0.01 per share (the "Common Stock") of the
Company to Gura, Uncyk and Lang in exchange for 100% of the issued and
outstanding shares (the "Exchanged LACD Shares") of common stock of LACD, as
follows: (i) Gura (2,183,036 shares), (ii) Lang (727,679 shares), (iii) Uncyk
(323,413 shares), and (iv) Medipace Medical Group, Inc. ("Medipace"), a
California corporation owned by Gura, Lang and Uncyk (1,000,000 shares). The
1,000,000 shares issued to Medipace were originally issued to Gura, Lang and
Uncyk in their proportionate ownership interests in Medipace (67.5%, 22.5% and
10%, respectively), and subsequently transferred to Medipace.
Prior to the Closing of the Share Exchange Agreement, the Company had
issued and outstanding 2,111,343 shares of Common Stock. At the Closing of the
Share Exchange Agreement, Sargent had 6,345,471 shares of Common Stock issued
and outstanding. As a result, the Exchanged Sargent Shares constituted
approximately 66.73% of the issued and outstanding shares of Common Stock of the
Company at the Closing.
Further, in connection with the Share Exchange Agreement, Gura and Lang
became members of the Board of Directors of the Company, and it is anticipated
that the members of the Board of Directors of the Company prior to the Closing
will resign from their positions and that Uncyk will become a director of the
Company ten (10) days following the filing and mailing to the Company's
stockholders of the information required under Rule 14f-1 of the Securities
Exchange Act of 1934, as amended.
Further, up to an additional 4,210,644 shares of Common Stock and warrants
to purchase up to 500,000 shares of Common Stock may be issued in the aggregate
to Gura, Uncyk and Lang on the following basis, in the event that the Company
meets certain financial conditions based on the results of operations of the
Company as of the end of the fiscal years ending December 31, 1996 or December
31, 1997: (i) Gura (2,842,185 shares and 337,500 warrants), (ii) Lang (947,395
shares and 112,500 warrants), and (iii) Uncyk (421,064 shares and 50,000
warrants), which reflects the percentage distribution ratio for the initial
issuance of the Exchanged Sargent Shares to Gura, Lang and Uncyk, respectively.
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Of the 1,000,000 shares registered in the name of Medipace, 600,000 of such
shares are pledged as collateral for certain obligations of Medipace pursuant to
certain pledge agreements. Further, an additional 93,500 shares registered in
the name of Dr. Gura are pledged as collateral for such obligations. So long as
such obligations are not in default, Medipace and Gura direct the voting of
their respective pledged shares. However, the issued and outstanding shares of
Medipace are also pledged as collateral for such obligations.
The remaining 3,140,128 shares collectively owned by Gura, Uncyk and Lang
have been deposited in escrow, and are subject to certain restrictions on
transferability and alienation until certain obligations of Medipace have been
paid in full. Further, the remaining 3,140,128 shares may be required to be
pledged as collateral for such obligations in the event that all of the
1,000,000 shares registered in the name of Medipace are sold pursuant to such
pledge agreements.
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ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS.
Except as set forth below, the directors of the Company currently have
terms which will end at the next annual meeting of the stockholders of the
Company or until their successors are elected and qualify, subject to their
prior death, resignation or removal. Officers serve at the discretion of the
Board of Directors. There are no family relationships among any of the
Company's directors and executive officers.
In connection with the Share Exchange Agreement, Victor Gura, M.D. and
Ronald P. Lang, M.D. were named as directors of the Company. Ten (10) days
following the filing and the mailing to the Company's stockholders of this
Schedule 14f-1, Avraham Uncyk, M.D. will become a director of the Company and A.
Vern Tharp and Edwin H. Hawkins, who were the directors of the Company prior to
the Closing of the Share Exchange Agreement, have agreed to resign in their
capacities as directors. Further, in connection with the Share Exchange
Agreement, Messrs. Tharp and Hawkins resigned as officers of the Company, and
Drs. Gura and Lang were appointed to the executive offices described below. The
following reflects certain biographical information on Drs. Gura, Lang and
Uncyk:
NAME POSITION AGE
---- -------- ---
Victor Gura, M.D. Director, President 53
and Chief Financial
Officer
Ronald P. Lang, M.D. Director and Secretary 46
Avraham H. Uncyk, M.D. Director 44
VICTOR GURA, M.D. has been a director and the President and Chief Financial
Officer of the Company since May 11, 1996. Dr. Gura is a medical doctor who is
board certified in internal medicine/nephrology. He has been a director of
Medipace Medical Group, Inc., a medical group in Los Angeles, California, since
1980. He has been an attending physician at Cedars-Sinai Medical Center since
1984 and the medical director of Midway Dialysis Center since 1985. Dr. Gura
also serves as a Clinical Assistant Professor at UCLA School of Medicine. Dr.
Gura graduated from the School of Medicine, Buenos Aires University in 1966,
completed his residency in internal medicine and nephrology in Israel, and was a
fellow at the nephrology departments at Tel Aviv University Medical School and
USC Medical Center.
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RONALD P. LANG, M.D. has been a director and the Secretary of the Company
since May 11, 1996. Dr. Lang is a medical doctor who is board certified in
internal medicine/nephrology. He has been a physician with Medipace Medical
Group, Inc. since 1983. Dr. Lang graduated from the Ohio State University
College of Medicine in 1973, completed his residency at St. Luke's Medical
Center in Chicago, Illinois, and was a fellow in the nephrology department at
UCLA-Center for the Health Sciences/Wadsworth Veterans Hospital. Dr. Lang also
serves as a Clinical Assistant Professor of Medicine at UCLA School of Medicine.
Dr. Lang also received M.A. and M.Ph. degrees in economics from Yale University
and was an Economist - Program Analyst for the U.S. Department of Health,
Education and Welfare (office of the Assistant Secretary for Planning and
Education) from 1973 to 1974.
AVRAHAM H. UNCYK, M.D. will become a director of the Company in connection
with the Share Exchange Agreement, as set forth above. Dr. Uncyk is a medical
doctor with a speciality in internal medicine/endocrinology. He has been the
physician in charge of Medipace Medical Group, Inc. since 1986. Dr. Uncyk
graduated from the Israel Institute of Technology Faculty of Medicine in 1986,
completed his residency at the Long Island Jewish-Hillside Medical Center in
1985 and was a fellow at the Department of Medicine & Endocrinology at the
Harbor-UCLA Medical Center.
Prior to the closing of the Share Exchange Agreement, none of Drs. Gura,
Lang or Uncyk or their affiliates were the beneficial owners of any securities
of the Company.
On or about November 15, 1995, the Company loaned the principal amount of
$300,000 to Los Angeles Community Dialysis, Inc. ("LACD"), an affiliate of Drs.
Gura, Lang and Uncyk. This loan was personally guaranteed by Dr. Gura and
Medipace Medical Group, Inc. ("Medipace"). Subsequently, LACD loaned the
principal amount of $150,000 to Medipace. However, the $150,000 loan was
cancelled in connection with the acquisition of certain assets related to the
hemodialysis segment of Medipace's business by LACD on May 11, 1996 in
connection with the Closing of the Share Exchange Agreement. Further, in
connection with the Closing of the Share Exchange Agreement, LACD became a
wholly-owned subsidiary of the Company and the $300,000 loan became an
intercompany obligation.
The Company knows of no material legal actions, pending or threatened, or
judgments entered against Drs. Gura, Lang or Uncyk in their capacities as
directors or officers of the Company or its subsidiaries.
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Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers and the
holders of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Based solely upon a review of such forms, or on written
representations form certain reporting persons that no other reports were
required for such persons, the Company believes that all reports required
pursuant to Section 16(a) with respect to Drs. Gura, Lang and Uncyk, in their
capacities as executive officers, directors and 10% stockholders of the Company,
as of the date of this Schedule 14f-1, were timely filed with the Commission.
ITEM 8. EXECUTIVE COMPENSATION.
Drs. Gura, Lang and Uncyk received no compensation from the Company prior
to the Closing of the Share Exchange Agreement and have received no compensation
from the Company subsequent to the Closing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
Dated: May 17, 1996 SARGENT, INC.
By: /s/ Ronald P. Lang, M.D.
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Ronald P. Lang, M.D.
Secretary
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