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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CARDIOMETRICS, INC.
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(NAME OF ISSUER)
Common Stock, $.01 Par Value
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(TITLE OF CLASS OF SECURITIES)
141906 10 7
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(CUSIP NUMBER)
Reinhard J. Warnking
Endosonics Corporation
2870 Kilgore Road
Rancho Cordova, CA 95670
(916) 638-8008
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 26, 1997
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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. [ ]
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.
(Continued on following pages)
(Page 1 of 7 pages)
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*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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CUSIP NO. 141906 10 7 13D Page 2 of 7 Pages
- ------------------------------- -------------------------------
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Endosonics Corporation
I.R.S. I.D. # 68-0028500
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
----
NUMBER ------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES 1,104,023
BENEFICIALLY ------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING ----
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
----
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,104,023
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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
15.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Endosonics Corporation that it is the beneficial
owner of any of the Common Stock referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any
other purpose, and such beneficial ownership is expressly disclaimed.
3.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1, which is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), amends the statement on Schedule 13D
electronically filed on February 5, 1997 (the "Schedule 13D") by EndoSonics
Corporation ("EndoSonics") relating to the common stock, par value $.01 per
share (the "Issuer Common Stock" or the "Shares"), of Cardiometrics, Inc. (the
"Issuer"), which has its principal executive offices at 645 Clyde Avenue,
Mountain View, California 94043. Unless otherwise indicated, all capitalized
terms used herein but not defined herein shall have the meanings ascribed to
such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
Pursuant to an Agreement and Plan of Reorganization dated January 26,
1997 (the "Reorganization Agreement"), among Endosonics, River Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Endosonics
("Merger Sub") and the Issuer, and subject to the conditions set forth therein
(including approval by stockholders of the Issuer), Merger Sub will be merged
with and into the Issuer (the "Merger"), with each share of Issuer Common Stock
being converted into .35 newly issued shares of Endosonics Common Stock, $0.001
par value (Endosonics Common Stock), .20 shares of CardioVascular Dynamics, Inc.
("CVD") Common Stock held by Endosonics, and $2.00 cash, subject to adjustment
such that based on the average of the closing prices of Endosonics' and CVD's
Common Stock as quoted on the Nasdaq National Market for the ten trading days
immediately preceding (and including) the third trading day prior to the
Cardiometrics stockholders meeting, the merger consideration shall be equal to
$9.00; provided that, if the CVD exchange ratio obtained thereby is greater than
.2636, the CVD exchange ratio shall be .2636 (the "Exchange Ratio"). The
foregoing summary of the Merger is qualified in its entirety by reference to the
copy of the Reorganization Agreement included as Exhibit 1 to the Schedule 13D
and incorporated herein in its entirety by reference.
As of the date hereof, EndoSonics beneficially owned 300,000 shares of
Issuer Common Stock. The aggregate purchase price of the Issuer Common Stock
purchased by EndoSonics was $2,316,561.50.
4
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) - (b) As a result of the Voting Agreement and recent purchases of
Issuer Common Stock, Endosonics may be deemed to be the beneficial owner of at
least 1,104,023 shares of Issuer Common Stock. Such Issuer Common Stock
constitutes approximately 15.9% of the issued and outstanding shares of Issuer
Common Stock.
Endosonics has shared power to vote 804,023 of the Shares for
the limited purposes described in Item 4 of the Schedule 13D. Endosonics has
sole power to vote or to direct the vote or to dispose or to direct the
disposition of 300,000 shares of Issuer Common Stock. To the best of Endosonics'
knowledge, no shares of Issuer Common Stock are beneficially owned by any of the
persons named in Schedule A to the Schedule 13D.
(c) Set forth in Appendix A attached hereto and incorporated
herein by reference are descriptions of the transactions in the Issuer Common
Stock effected by EndoSonics since the date of the filing of the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
5
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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.
Dated: March 14, 1997
ENDOSONICS CORPORATION
By: /s/ Donald D. Huffman
-------------------------------------
Donald D. Huffman, Vice President
Finance and Administration,
and Chief Financial Officer
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APPENDIX A
TRANSACTIONS EFFECTED BY ENDOSONICS
<TABLE>
<CAPTION>
Date of Price per No. of Shares
Purchase Share Purchased
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<S> <C> <C>
02/11/97 $7.6250 32,500
02/12/97 $7.6250 12,500
02/13/97 $7.6875 15,000
02/18/97 $7,6875 5,000
02/19/97 $7.75 5,000
02/20/97 $8.00 20,000
02/21/97 $7.875 20,000
02/24/97 $7.8541 15,000
02/25/97 $7.8125 10,000
02/26/97 $7.8125 10,000
02/26/97 $7.6875 10,000
02/26/97 $7.6875 10,000
03/04/97 $7.5625 20,000
03/05/97 $7.5625 10,000
03/05/97 $7.625 20,000
03/05/97 $7.625 20,000
03/05/97 $7.75 5,000
03/06/97 $7.75 10,000
03/07/97 $7.75 30,000
03/13/97 $7.75 20,000
</TABLE>
7.
