SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 ) (1)
Cardiac Science, Inc.
_____________________
(Name of Issuer)
Common
______________________________
(Title of Class of Securities)
141410 10 0
______________
(CUSIP Number)
Maria Fulgieri, Esq.
Parsons & Whittemore Limited
4 International Drive
Rye Brook, New York 10573
Telephone Number (914)933-5714
________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1997
______________________________________________________
(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. ( )
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.
[FN]
__________
(1) 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 the
disclosures provided in a prior cover page.
</FN>
The information required in 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 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).
CUSIP No.: 141410 10 0
(1) Name of Reporting Persons and S.S. or I.R.S.
Identification Nos. of Above Persons:
Parsons & Whittemore Limited
(2) Check the Appropriate Box if a Member of a Group: (a) ( )
(b) (X)
(3) SEC Use Only:
(4) Source of Funds: Not Applicable
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ( )
(6) Citizenship or Place of Organization: United Kingdom
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person:
-0-
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: ( )
(13) Percent of Class Represented by Amount in Row (11):
-0-
(14) Type of Reporting Person:
CO
Item 1. Security and Issuer.
Item 1 of Schedule 13D (as defined below) is hereby
amended to read in its entirety as follows:
This Amendment No. 1 to Schedule 13D relates to the
common stock, par value $0.001 per share (the "Common
Stock"), of Cardiac Science, Inc., a Delaware corporation
(the "Issuer"), and is being filed on behalf of Parsons
& Whittemore Limited to amend the Schedule 13D filed on
November 6, 1996 (the "Schedule 13D"). Unless otherwise
indicated, all capitalized terms used but not defined
herein shall have the respective meanings set forth in
the Schedule 13D.
Because Parsons & Whittemore Limited no longer
beneficially owns any shares of Common Stock of the
Issuer, no further amendments to the Schedule 13D will be
filed.
Item 2. Identity and Background.
Item 2 of Schedule 13D is not being amended.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is not being amended.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended to read in its
entirety as follows:
The Company did not authorize the acquisition of any of
the Issuer's Common Stock and has brought a claim against
the placement agent responsible for the unauthorized
transaction, A.R. Baron & Co. and its affiliates, for
engaging fraudulent, unauthorized activities. In order
to mitigate the damages resulting from such unauthorized
activities, the Company sold all shares of the Issuer's
Common Stock registered in its name on the books and
records of the Issuer through offshore transactions
exempt from registration under the Securities Act of
1933, as amended (the "Securities Act") pursuant to
Regulation S.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended to read in its
entirety as follows:
According to the Issuer's most recently filed Form 10-Q,
the Issuer had 4,528,728 shares of its Common Stock
outstanding as of November 8, 1997. As of the date
hereof, the Company does not beneficially own any of such
shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to read in
its entirety as follows:
The Company sold its entire beneficial interest in the
Issuer's Common Stock in offshore transactions exempt
from registration under the Securities Act pursuant to
Regulation S promulgated thereunder. In connection
therewith, an authorized representative of the purchasers
of the Common Stock made certain representations and
agreements with the Company concerning, among other
things, limitations on such purchaser's ability to resell
the shares of Common Stock purchased. These
representations and agreements are contained in a letter
agreement between the Company and one of said purchasers,
a copy of which is included as an exhibit to this
Amendment to Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Item 7 to the Schedule 13D is hereby amended to read in
its entirety as follows:
Exhibit 1 Letter Agreement executed by
purchasers of the Common Stock in
connection with the transaction
which is the subject of this
Amendment to Schedule 13D.
SIGNATURE
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.
January 22, 1998
PARSONS & WHITTEMORE LIMITED
By: /S/ George Landegger
__________________________
George Landegger, Director
EXHIBIT 1
Letter Agreement
PARSONS & WHITTEMORE LIMITED
4 International Drive
Rye Brook, New York 10573
Telephone: 914/937-9009
Fax: 914/937-2259
December 3, 1997
Lava Investments Limited
11/F Tower 2
The Gateway
25-27 Canton Road
Hong Kong
Ladies and Gentlemen:
This letter agreement ( the "Agreement") relates to the
secondary sale by Parsons & Whittemore Limited, a corporation
organized under the laws of the United Kingdom ("Seller"), to Lava
Investments Limited, a British Virgin Islands corporation (the
"Purchaser") of 306,100 shares of the Common Stock, par value $.001
per share (the "Securities"), of Cardiac Science, Inc., a Delaware
corporation (the "Issuer"). The aggregate purchase price for the
Securities is $353,966.63. The Purchaser understands and
acknowledges that Seller has relied on the Purchaser's
representations and covenants herein in agreeing to sell the
Securities and for purpose of assuring compliance with applicable
United States securities law.
1. Receipt of Information. The Purchaser represents,
acknowledges and confirms the following:
(a) that the Purchaser has received information
regarding the Issuer to the extent the Purchaser deems necessary,
desirable and appropriate in evaluating the merits and risks of
investing in the Securities;
(b) that in making a decision to invest in the
Securities, the Purchaser has reviewed and relied upon the filings
and other information regarding the Issuer on file with the
Securities and Exchange Commission ("SEC") under applicable
securities laws of the United States;
(c) that in connection with the Purchaser's decision
to invest in the Securities, Seller has not furnished to the
Purchaser, and the Purchaser has not relied upon, any information
regarding or relating to the Issuer or its financial condition,
operations, assets, results of operations, or prospects; and
(d) that the Purchaser has read and understands all
information obtained by or for the benefit of the Purchaser.
2. Suitable Investment. The Purchaser has knowledge and
experience in financial and business matters, is capable of
evaluating the merits and risks of an investment in Securities of
the Issuer, has carefully considered the suitability of such an
investment for the Purchaser's particular financial and tax
situation, and has determined that the Securities are a suitable
investment. The Purchaser represents that the Purchaser is capable
of bearing the economic risks of the investment, that the Purchaser
has adequate means of providing for its current financial needs and
possible contingencies, and that the Purchaser has no present need,
and anticipates no need in the foreseeable future, to sell the
Securities. Without limiting the generality of the foregoing, the
Purchaser represents that (i) it is an "accredited investor" within
the meaning of rule 501 of Regulation D promulgated by the SEC, and
(ii) that the Purchaser was not formed solely for the purpose of
making an investment in the Securities.
3. Nature of Transaction. The Purchaser understands and
acknowledges that (i) the offer and sale of the Securities has not
been and will not be registered under the Securities Act of 1933,
as amended (the "1933 Act"), (ii) the Securities are being sold in
accordance with, and in reliance upon, an exemption from the
registration requirements of the 1933 Act provided by the
provisions of Regulation S promulgated pursuant to the 1933 Act
("Regulation S"), and (iii) the Securities may not be offered or
sold in the United States, or to or for the account or benefit of,
any "U.S. Person" as defined in Regulation S (a "U.S. Person")
unless such offer and sale is registered under the 1933 Act or
unless an exemption from the 1993 Act's registration requirements
is available.
4. Status of Purchaser. The Purchaser represents that it
is not a U.S. Person. Without limiting the generality of the
foregoing the Purchaser represents that it is organized under the
laws of the British Virgin Islands and has not been formed by or
for the benefit of a U.S. Person. This Agreement is being executed
by the Purchaser outside the United States.
5. Transfer Restrictions. The Purchaser agrees (i) not to
offer, sell or otherwise transfer the Securities in the United
States, or to or for the account or benefit of, any U.S. Person
prior to the expiration of a forty (40) day period following the
date hereof, and (ii) that during such forty (40) day period, the
Securities will remain outside of the United States. In the event
that the Issuer so requires in connection with the issuance to the
Purchaser of replacement certificates representing the Securities,
Purchaser shall permit a legend to be prominently set forth and
printed on any certificates representing the Securities that
substantially conforms with the requirements of this paragraph 5
and applicable law.
6. Own Tax and Legal Advisors. The Purchaser has been
advised to consult with the Purchaser's financial or legal advisors
regarding legal and financial matters and tax consequences
associated with an investment in Securities of the Issuer, and has
done so to the extent each the Purchaser considers necessary,
appropriate or desirable.
7. Compliance with Laws. The Purchaser hereby represents
that the Purchaser is satisfied as to the full observance of the
laws of the Purchaser's jurisdiction in connection with the sale
and purchaser of the Securities, including (i) the legal
requirements within such jurisdiction relating to the purchaser of
the Securities, (ii) any foreign exchange restrictions applicable
to a purchase of the Securities, (iii) any governmental or other
consents that may be required in connection with the purchaser of
the Securities, and (iv) any income tax, documentary stamp tax, or
other tax consequences that may be attributable to the acquisition,
holding, sale or transfer of the Securities. The Purchaser
covenants to comply with applicable United States securities laws
and Blue Sky Laws in connection with its acquisition, holding, sale
or transfer of the Securities.
8. Inducement to Seller. Each Purchaser is executing this
Agreement as an inducement to Seller to sell the Securities.
Seller may rely upon the information contained herein to confirm
the Purchaser's qualifications to purchase such Securities.
9. Conditions Precedent to Closing by the Purchaser. The
obligations hereunder of the Purchaser to purchase and acquire the
Securities are subject to the satisfaction of each of the following
conditions at or prior to the Closing unless waived by the
Purchaser in writing:
(a) The representations and warranties of the Seller
contained in this Agreement shall be true in all material respects,
on the date of the closing of this transaction (the "Closing
Date"), as if originally made on such date.
(b) Seller shall have performed and complied in all
material respects with the agreements and covenants required by
this Agreement to be performed or complied with by it prior to or
at the Closing Date.
(c) Seller shall have delivered one or more stock
certificates evidencing the Securities to the Purchaser, and shall
have duly endorsed such certificates in blank (or executed blank
stock powers with respect thereto).
(d) Seller shall not have filed or had filed against
it a petition under the United States Bankruptcy Code, 11 U.S.C.
101, et. seq., or any other similar law or laws, and Seller shall
not be the subject of or be engaged in the appointment of any
receiver, trustee or assignee for the benefit of its creditors or
(other than as contemplated by this Agreement) any reorganization,
moratorium, workout, recapitalization or restructuring.
10. Conditions Precedent to Closing by the Seller. The
obligations hereunder of the Seller to sell the Securities to the
Purchaser are subject to the satisfaction of each of the following
conditions at or prior to the Closing Date unless waived by the
Seller in writing:
(a) The representations and warranties of the
Purchaser contained in this Agreement shall be true in all material
respects on the Closing Date, as if originally made on such date.
(b) The Purchaser shall have performed and complied
in all material respects with the agreements and covenants required
by this Agreement to be performed or complied with by it prior to
or at the Closing Date.
11. Representations and Warranties of the Seller. The
Seller hereby represents and warrants to the Purchaser that:
(a) The execution, delivery and performance by the
Seller of this Agreement and the documents herein contemplated, and
the consummation by the Seller of the transactions contemplated
hereby and thereby, have been duly authorized by all requisite
corporate and shareholder action of the Seller, which has not been
revoked, and no other corporate or shareholder action on the part
of the Seller is necessary. This Agreement is, and the other
agreements contemplated to be delivered by the Seller hereby when
executed will be, the valid and binding obligations of the Seller
legally enforceable against it in accordance with their respective
terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and of general equitable
principles (whether considered in a proceeding in equity or at
law).
(b) Upon payment of the purchase price contemplated
by this Agreement in immediately available funds, and delivery of
the Securities as described in Section 9(c), Purchaser shall
acquire all of Seller's right, title and interest in and to the
Securities. The Seller has not encumbered or otherwise subjected
the Securities to any lien, claim, security interest or other
rights or interests of any third party whatsoever (other than the
rights or interests in favor of the Purchaser hereunder and any
rights and interests granted to third parties by or through the
Purchaser).
12. Indemnification. Each party hereto agrees to
indemnify and hold harmless the other parties and their respective
affiliates, directors, officers, members, controlling persons, and
agents from and against all damages, losses, costs and expenses
(including reasonable attorneys' fees) which they may incur by
reason of the breach of any representations, acknowledgments and
covenants made herein by such party, or in any other document
provided by such party.
13. Further Assurances. The parties hereto agree that,
from time to time hereafter, and upon request of the other, each of
them will execute, acknowledge and deliver such other documents and
instruments as may be reasonably required more effectively to carry
out the terms and conditions of this Agreement.
14. Notices. Any notices or other communications required
or permitted hereby shall be sufficiently given if sent by
registered or certified mail, postage prepaid, return receipt
requested, if to Seller at the address at the head of this
Agreement, and, if to Purchaser, at the address first below the
head of Agreement, or to such other address as either Seller or the
Purchaser shall designate to the other by notice in writing.
15. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns.
16. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes any prior or contemporaneous
agreements, and may be amended only by a writing executed by all
parties.
17. Applicable Law. The Agreement shall be governed by
and construed in accordance with the laws of the State of New York
and, to the extent it involves any United States statute, in
accordance with the laws of the United States of America.
Please indicate your agreement with the foregoing by signing
in the space provided below.
PARSONS & WHITTEMORE LIMITED
By:/s/ George Landegger
____________________
Its: Chairman
For and on behalf of
LAVA INVESTMENTS LIMITED
By Tengis International Limited, as authorized signatory
/s/_______________________________________________
Authorized Signatory
