SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CARDIAC SCIENCE, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
141410100
(CUSIP Number)
BWM Investments
14 Parkwood Lane
Dix Hills, New York 11746
Telephone (516) 499-2422
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 19, 1994
(Date of Event which Requires Filing 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 space .
Check the following space if a fee is being paid with the
statement X . (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).
(Continued on following page(s))
<TABLE>
<PAGE>
CUSIP
No. 141410100 13D
<CAPTION>
<S> 1<PAGE>
<C>Name of Reporting Person: BWM Investments
S.S. or I.R.S. Identification No. of Above Person:
<PAGE>
2 Check the Appropriate Box if a Member of a Group* (a) x
(b) <PAGE>
3 SEC Use Only
<PAGE>
4 Source of Funds* OO
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required
<PAGE>
6 Citizenship or Place of Organization New York
<PAGE>
</TABLE>
<TABLE>
<S> Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
WithC
<PAGE>
7 <C>Sole Voting Power
3,000,000 shares 7.4% <PAGE>
8 Shared Voting Power
0 shares 0% <PAGE>
9 Sole Dispositive
Power
3,000,000 shares 7.4% <PAGE>
10 Shared Dispositive
Power
0 shares 0%
</TABLE>
<TABLE>
<S> <PAGE>
11<C> Aggregate Amount Beneficially Owned By Each Reporting Person
3,000,000 shares
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
7.4%
<PAGE>
14 Type of Reporting Person*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<TABLE>
<CAPTION>
<PAGE>
CUSIP
No. 141410100 13D
S> 1<C
<PAGE>
Name of Reporting Person: Breslow & Walker
S.S. or I.R.S. Identification No. of Above Person
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
x(a)
(b) <PAGE>
3 SEC Use Only
<PAGE>
4 Source of Funds* OO
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required
<PAGE>
6 Citizenship or Place of Organization New York
<PAGE>
</TABLE>
<TABLE>
<S> Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
WithC
<PAGE>
7<C> Sole Voting Power
25,000 shares 0.1% <PAGE>
8 Shared Voting Power
0 shares 0% <PAGE>
9 Sole Dispositive
Power
25,000 shares 0.1% <PAGE>
10 Shared Dispositive
Power
0 shares 0%
</TABLE>
<TABLE>
<S> <PAGE>
11<C> Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 shares
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
0.1%
<PAGE>
14 Type of Reporting Person*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Schedule 13D relates to the reporting persons
ownership of common stock, $0.001 par value per share
(the "Common Stock"), of Cardiac Science, Inc. (the
"Issuer").
ITEM 1. Security and Issuer
(a) Common Stock, $0.001 par value per
share (CUSIP No. 141410100).
(b) Cardiac Science, Inc.
8 Hammond Drive
Suite 111
Irvine, CA 92718
ITEM 2. Identity and Background
1. (a) BWM Investments, a partnership
organized under the laws of the State of New York
("BWM").
(b) Address:
14 Parkwood Lane
Dix Hills, New York 11746
(c) Principal Business: Investments
(d) Within the last five (5) years, BWM
has not been convicted in any criminal proceeding.
(e) Within the last five (5) years, BWM
has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of a
violation with respect to such laws.
The partners of BWM are Howard S.
Breslow, Joel M. Walker and Gary T. Moomjian.
2. (a) Breslow & Walker, a partnership
organized under the laws of the State of New York
("B&W").
(b) Address:
875 Third Avenue
New York, New York 10022
(c) Principal Business: law firm
(d) Within the last five (5) years, B&W
has not been convicted in any criminal proceeding.
(e) Within the last five (5) years, B&W
has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of a
violation with respect to such laws.
The partners of B&W are Howard S.
Breslow, Joel M. Walker and Gary T. Moomjian.
3. (a) Howard S. Breslow
(b) Address:
875 Third Avenue
New York, New York 10022
(c) Principal Occupation: Attorney
(d) Within the last five (5) years, Howard
S. Breslow has not been convicted in any criminal
proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Howard
S. Breslow has not been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a
finding of a violation with respect to such laws.
(f) Citizenship: United States.
4. (a) Joel M. Walker
(b) Address:
875 Third Avenue
New York, New York 10022
(c) Principal occupation: Attorney
(d) Within the last five (5) years, Joel M.
Walker has not been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors, if
any).
(e) Within the last five (5) years, Joel M.
Walker has not been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a
finding of a violation with respect to such laws.
(f) Citizenship: United States.
5. (a) Gary T. Moomjian
(b) Address:
875 Third Avenue
New York, New York 10022
(c) Principal Business: Attorney
(d) Within the last five years, Gary T.
Moomjian has not been convicted in any criminal
proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five years, Gary T.
Moomjian has not been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a
finding of a violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. Source and Amounts of Funds or Other
Consideration
On December 14, 1992, B&W purchased
1/10 of a Unit from the Issuer in a private placement, each
Unit consisting of 250,000 shares of Common Stock and
250,000 warrants to purchase Common Stock (the "1992
Warrants"). The 1992 Warrants expired in January,
1996.
On September 19, 1994, the Issuer
consummated a private placement of 20,000,000 shares of
common stock (the "Placement"). As part of its fees for
services rendered in connection with the Placement,
Breslow & Walker, legal counsel to the Issuer, received a
warrant to purchase 3,000,000 shares of common stock at
an exercise price of $0.001 per share (the "1994
Warrant"). On September 21, 1994, B&W transferred the
1994 Warrant to BWM.
On April 12, 1996, Howard S. Breslow (on
behalf of himself, Joel M. Walker, and Gary T. Moomjian)
exercised an option (the "Option") to purchase 10,000
shares of Common Stock for an aggregate purchase price
of $300.
ITEM 4. Purpose of Transaction.
The reporting person acquired the securities
for purposes of investment. The reporting person may
acquire additional shares of Common Stock, from time to
time, in open market transactions or in privately negotiated
transactions, or through the exercise of warrants or other
derivative securities. The reporting person also may sell
shares of Common Stock based on market conditions and
other conditions which the reporting person may deem
relevant.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the
aggregate number and percentage (based on 37,321,177
shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended June 30, 1996)
of outstanding shares of Common Stock owned beneficially
by person named in Item 2, as of September 10, 1996:
<TABLE>
<C>Shares of <C>Percentage of Shares
Common Stock of Common Stock
<S>Name Beneficially Owned Beneficially Owned
BWM Investments 3,000,000 7.4%
Breslow & Walker 25,000 .1%
Howard S. Breslow 3,035,0001 7.5%
Joel M. Walker 3,035,0001 7.5%
Gary T. Moomjian 3,035,0001 7.5%
<FN>
<F1>
1Includes the 3,000,000 shares of Common Stock issuable upon the exercise of the 1994 Warrant,
25,000 shares of Common Stock held by B&W, and 10,000 shares of Common Stock acquired by
Howard S. Breslow (on behalf of himself, Joel M. Walker, and Gary T. Moomjian) in April, 1996,
pursuant to the exercise of the Option.
</FN>
</TABLE>
(b) BWM has sole power to vote and dispose of
3,000,000 shares of Common Stock issuable upon the
exercise of Warrant, representing approximately 7.4% of
the outstanding Common Stock.
B&W has sole power to vote and dispose of
25,000 shares of Common Stock, representing
approximately 0.1% of the outstanding Common Stock
By virtue of being partners of BWM and
B&W, Howard S. Breslow, Joel M. Walker and Gary T.
Moomjian each may be deemed to have shared power to
vote and to dispose of the 3,035,000 shares of Common
Stock issuable upon the exercise of the 1994 Warrant,
representing approximately 7.5% of the outstanding
Common Stock.
(c) The following is a description of all
transactions in Common Stock of the Issuer by the persons
identified in Item 2 of this Schedule 13D effected from July
22, 1994 through September 10, 1996, inclusive.
<TABLE>
<C> Purchase or <C> Number of Shares <C> Purchase or
<S>Name of Shareholder Sale Date Purchased or (Sold) Sale Price
Howard S. Breslow 4/12/96 10,000 $0.03/share
</TABLE>
(b) No other person has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of such securities.
(c) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
None.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Agreement dated September 10,
1996, among the reporting persons by which they have
agreed to file this Schedule 13D and all necessary
amendments, as required by Rule 13d-1(f).
<PAGE>
Signature
After reasonable inquiry and to the best of
their knowledge and belief, each of the undersigned hereby
certifies that the information set forth in this Schedule is
true, complete, and correct.
Date: September 10, 1996
BWM
Investments
By: /s/ Howard
S. Breslow
Howard S. Breslow, Partner
BRESLOW & WALKER
By: /s/ Howard S. Breslow
Howard S. Breslow, Partner
ATTENTION: INTENTIONAL MISSTATEMENTS OR
OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit A
AGREEMENT PURSUANT TO RULE 13d l(f)
OF THE SECURITIES AND EXCHANGE
COMMISSION
AGREEMENT, to be effective as of
September 10, 1996, among BWM INVESTMENTS, a
New York general partnership with its principal office at
14 Parkwood Lane, Dix, Hills, New York 11746, and
BRESLOW & WALKER, a New York general partnership
with its principal office at 875 Third Avenue, New York,
New York 10022.
WHEREAS, for convenience and
expediency, each party hereto desires to file the statements
required by Section 13(d) of the Securities Exchange Act of 1934,
as amended, jointly with all other parties hereto; and
WHEREAS, Rule 13D-1(f) promulgated by
the Securities and Exchange Commission requires that this
Agreement be set forth in writing and filed with the
Commission;
NOW THEREFORE, it is hereby agreed as
follows:
1. Each party hereto agrees that it will
file all statements and reports required under Section 13(d) of the
Securities Exchange Act of 1934, as amended, including
without limitation, Schedule 13D, and all amendments of
all such statements and/or reports, jointly with all other
parties hereto.
2. Any party hereto may hereafter
terminate this Agreement, with respect to itself only, by
giving written notice thereof to all other parties hereto, and
to CARDIAC SCIENCE, INC., the NASD, and the
Securities and Exchange Commission. The withdrawal of
any one or more parties shall not cause the termination of
this Agreement with respect to the parties not giving notice
of termination as aforesaid.
3. Unless sooner terminated as provided
in paragraph 2 above, this Agreement shall be for a period
of one (1) year from the date hereof, and shall be
automatically renewable for successive one (1) year
periods, unless terminated by any party, as to such party,
on sixty (60) days notice.
4. This Agreement may be executed in
counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, we have
executed this Agreement with the intention that it shall be
binding upon us as of the day and year set forth above.
BWM
Investments
By: /s/ Howard
S. Breslow
Howard S. Breslow, Partner
BRESLOW & WALKER
By: /s/ Howard S. Breslow
Howard S. Breslow, Partner
