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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Cardiac Science, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
141410 10 0
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(CUSIP Number)
Camhy Karlinsky & Stein LLP, 1740 Broadway, New York, NY 10019-4315,
Attn: Marvin G. Pickholz, Esq.
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July , 1996 -- See Supplement
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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 |_|.
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 of 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).
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SCHEDULE 13D
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CUSIP No. 141410 10 0 Page 2 of 6 pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Parsons & Whittemore Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
See Supplement
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [X]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United Kingdom
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | See Supplement
BENEFICIALLY | | -----------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
| | See Supplement
EACH | | -----------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
| | See Supplement
PERSON WITH | | -----------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | See Supplement
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Supplement
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 141410 10 0 Page 3 of 6 pages
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Item 1. Security and Issuer.
The name and address of the issuer is:
Cardiac Science, Inc.
8 Hammond Drive - Suite 111
Irving, CA 92718
This filing relates to the Common Stock of Cardiac Science,
Inc. (the "Issuer").
Item 2. Identity and Background.
Parsons & Whittemore Limited (the "Company") is a privately
owned corporation organized under the laws of the United
Kingdom with a principal office located at 20-26 Wellesley
Road, Croydon, CR9 2BT, England. The Company's principal
business is the construction and development of pulp and paper
mills.
Neither the Company nor any officer or director has been
convicted in a criminal proceeding or during the last five
years been 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.
George F. Landegger is the Chairman of the Board and
controlling person of the Company. His business address is
4 International Drive, Rye Brook, New York 10573.
Item 3. Source and Amount of Funds or Other Consideration.
See Supplement.
Item 4. Purpose of Transaction.
The Company did not authorize the acquisition of the shares of
the Issuer. The Company denies ownership of the shares and has
brought a claim against the placement agent of the shares,
A.R. Baron & Co. and its affiliates, for engaging in
fraudulent, unauthorized activities. The Company intends to
sell the shares as expeditiously as possible into the market.
SEE SUPPLEMENT.
Item 5. Interest in Securities of the Issuer.
6,333,333 shares of the Common Stock of the Issuer are
registered in the Company's name. According to the Issuer's
most recent Form 10-K, this represents 16.67% of the
outstanding shares of the Issuer.
[See answer to Item 4 and Supplement.]
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SCHEDULE 13D
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CUSIP No. 141410 10 0 Page 4 of 6 pages
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Item 6. Contracts, Arrangements, Understanding or Relationship with
Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
None.
Dated: November 5, 1996
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.
PARSONS & WHITTEMORE LIMITED
BY: /s/ GEORGE LANDEGGER
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Name/Title George Landegger, Director
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SUPPLEMENT TO SCHEDULE 13D
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CUSIP No. 141410 10 0 Page 5 of 6 pages
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The following constitutes Filing Person's supplement to Schedule 13D
and is intended to constitute an explanatory statement and to furnish
supplemental and explanatory information in reference to Items 2 and 4 through
13, inclusive.
Filing Person is a corporation organized under the laws of the United
Kingdom. The filing of this Schedule 13D is for informational purposes only and
is being done for technical compliance with the United States securities laws.
As hereafter set forth in this explanatory statement, Filing Person disclaims
beneficial ownership in any securities of the Issuer, except that Filing Person
reserves the right to dispose of all or any part of Issuer's securities
registered in Filing Person's name as Filing Person may be advised by counsel
for the purpose of mitigating damages.
Filing Person asserts that the transactions which resulted in the
attribution of the ownership position was part of an overall scheme to defraud
Filing Person engaged in by a former officer of Filing Person and A.R. Baron &
Co. and its parent, The Baron Group. The former officer of Filing Person,
undisclosed to Filing Person, was an owner of The Baron Group at the time of
this misappropriation of Filing Person's assets. The former employee entered
into an agreement with A.R. Baron & Co. and The Baron Group to engage in a
number of transactions including the transaction which is attributed to Filing
Person herein without the proper authorization or authority of Filing Person.
A.R. Baron acted as placement agent for the Issuer in the transaction. A.R.
Baron owns 13.6% of Issuer and, under the federal securities laws, is a person
deemed to be a control person of Issuer.
Filing Person commenced arbitration proceedings before the National
Association of Securities Dealers, Inc. against The Baron Group, A.R. Baron &
Co., Andrew Bressman and Roman Okin. During the course of that arbitration
proceeding, the aforesaid persons filed for bankruptcy protection in the United
States Bankruptcy Court for the District of New Jersey. Thereafter, A.R. Baron &
Co. was placed into a SIPC liquidation which is proceeding in the United States
Bankruptcy Court for the Southern District of New York. The Securities and
Exchange Commission also has commenced proceedings against these individuals.
Filing Person believes that other law enforcement authorities are conducting
investigations relating to the activities of A.R. Baron & Co. and is not aware
of the exact nature or scope thereof. Filing Person has at no time ratified or
confirmed the transaction in which ownership of Issuer's securities is now
attributed to Filing Person. Filing Person reserves all rights and remedies
available to it to rescind the transaction and/or mitigate its damages and
recover all resultant damage and loss from persons who directly, or acting
through agents, caused such damage or loss to Filing Person. Upon Filing
Person's first learning of the unauthorized transaction, it was represented to
Filing Person that the disputed ownership position did not constitute 5% or more
of Issuer's voting securities. At no time has the Issuer independently
communicated with Filing Person that the amount of Issuer's voting securities
attributed to Filing Person exceeded 5% or more of Issuer's voting securities
and it was not until a date in July, 1996 that Filing Person
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SUPPLEMENT TO SCHEDULE 13D
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CUSIP No. 141410 10 0 Page 6 of 6 pages
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first became aware that Issuer identified Filing Person in a filing made with
the Securities and Exchange Commission as being an owner of 5% or more of
Issuer's voting securities.
Dated: November 5, 1996
PARSONS & WHITTEMORE LIMITED
By: /s/ George Landegger
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Name/Title George Landegger, Director
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