UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Urologix, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
917273104
--------------------------------------------------------------------------------
(CUSIP Number)
October 1, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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.
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 ("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
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDAP TMS S.A.
I.R.S. Identification No. not applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
5 SOLE VOTING POWER
1,692,466 shares (of which 327,466 shares may be
acquired pursuant to a warrant exercisable
within 60 days)
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY Not Applicable
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,692,466 shares (of which 327,466 shares may be
acquired pursuant to a warrant exercisable
within 60 days)
8 SHARED DISPOSITIVE POWER
Not Applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,466 shares (of which 327,466 shares may be acquired pursuant to a
warrant exercisable within 60 days)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7%
12 TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1.
(a) Name of Issuer: Urologix, Inc.
(b) Address of Issuer's Principal Executive Offices:
14405 21st Avenue North
Minneapolis, Minnesota 55447
Item 2.
(a) Name of Persons Filing:
EDAP TMS S.A.
(b) Address of Principal Business Office:
Parc D'Activites La Poudrette-Lamartine
4-6 Rue du Dauphine
69120 Vaulx-en-Velin
France
(c) Citizenship:
France
(d) Title of Class of Securities:
Common Stock, Par Value $0.01
(e) CUSIP Number:
917273104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a(n):
(a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C.
78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act (15 (U.S.C. 80a-8)
(e) [ ] Person registered as an investment adviser under Section 203 of the
Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
withss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company or Control Person in accordance
withss.240.13d-1(b)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3)
(j) [ ] Group in accordance withss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
1,692,466 shares (of which 327,466 shares may be acquired pursuant to
a warrant excersisable within 60 days)
(b) Percent of Class:
12.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,692,466 shares (of which 327,466 shares may be acquired
pursuant to a warrant exercisable within 60 days)
(ii) Shared power to vote or to direct the vote:
Not applicable
(iii) Sole power to dispose or to direct the disposition of:
1,692,466 shares (of which 327,466 shares may be acquired
pursuant to a warrant exercisable within 60 days)
(iv) Shared power to direct the disposition of:
Not Applicable
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as [ ]
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of such securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
EDAP TMS S.A.
By:
------------------------------
Eric Simon
Chief Executive Officer
October 10, 2000