UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Spacelabs Medical, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
846247104
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(CUSIP Number)
Eugene V. DeFelice,
Vice President, General Counsel and Secretary
Spacelabs Medical, Inc.,
15220 NE 40th Street, Redmond, WA 98052; (425) 882-3768
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 14, 1998
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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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the
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 Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
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SCHEDULE 13D
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CUSIP No. 846247104 Page 2 of 5 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Carl A. Lombardi
...........................................................................
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
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(b) N/A
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3. SEC Use Only ..............................................................
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4. Source of Funds (See Instructions) PF
........................................
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) N/A
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6. Citizenship or Place of Organization U.S.
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7. Sole Voting Power 493,863
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Number of ------------------------------------------------------------------
Shares 8. Shared Voting Power 0
Beneficially ..........................................
Owned by ------------------------------------------------------------------
Each 9. Sole Dispositive Power 484,541
Reporting .......................................
Person With ------------------------------------------------------------------
10. Shared Dispositive Power 0
.....................................
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11. Aggregate Amount Beneficially Owned by Each Reporting person 493,863
..............
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) N/A
........................................................
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13. Percent of Class Represented by Amount in Row (11) 5.0%
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14. Type of Reporting Person (See Instructions)
IN
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SUPPLEMENTAL INFORMATION -- LOMBARDI 13(D)
Item 1. Security and Issuer
Common Stock
Spacelabs Medical, inc.
15220 NE 40th Street
Redmond, WA 98052
Item 2. Identity and Background
Item 2(a) Name:
Carl A. Lombardi
Item 2(b) Business Address:
15220 NE 40th Street
Redmond, WA 98052
Item 2(c) Principal Occupation:
Chairman of the Board, President, and Chief Executive
Officer of Spacelabs Medical, Inc.
Item 2(d) Criminal Convictions:
None
Item 2(e) Civil Proceedings:
None
Item 2(f) Citizenship:
U.S.
Item 3. Source and Amount of Funds or Other Consideration
Of the 493,863 shares of Spacelabs Medical, Inc. common stock
that Mr. Lombardi is deemed to beneficially own as of April
14, 1998, 7,200 shares were purchased by Mr. Lombardi with
approximately $138,125 of his personal funds; 8,000 shares of
restricted stock were awarded to Mr. Lombardi pursuant to the
issuer's 1992 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant, and Performance Unit Plan; 6,000 shares of
restricted stock were awarded to Mr. Lombardi pursuant to the
issuer's Management Incentive Compensation Plan; 56,300 shares
were received by Mr. Lombardi on June 26, 1992 pursuant to a
distribution of the issuer's shares whereby the issuer's
common stock was distributed in a 1-for-1 stock dividend for
each share of Westmark International Inc. common stock held at
June 17, 1992; 2,363 shares are held in an account for Mr.
Lombardi by the issuer's 401(k) trustee; and 414,000 are
options
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to purchase shares exercisable within 60 days of April 14,
1998 that were awarded to Mr. Lombardi pursuant to and under
the terms of the applicable plans of the issuer.
Item 4. Purpose of Transaction
Mr. Lombardi acquired the shares reported herein for
investment purposes, and/or as compensation for his services
to the issuer, as performance incentives granted by the
issuer's Board of Directors (or the Compensation Committee of
the Board of Directors), as part of the issuer's Incentive
Savings and Stock Ownership 401(k) Plan, and as part of the
Westmark distribution described in Item 3. Mr. Lombardi has
not acquired the securities with the purpose of changing or
influencing the control of the issuer nor in connection with
or as a participant in any transaction having such purpose or
effect, including any transaction subject to Rule 13d-3(b)
under the Securities and Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer
Item 5(a) Aggregate Number and Percentage of Shares Beneficially
Owned: 493,863 shares, 5.0%
Item 5(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
493,863
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition: 484,541
(excludes 1,822 shares contributed
by the issuer to Mr. Lombardi's
401(k) account and 7,500 restricted
shares for which the restrictions
have not lapsed);
(iv) Shared power to dispose or to direct the
disposition: 0
Item 5(c) Transactions:
(i) On April 15, 1998, Mr. Lombardi
purchased an additional 1,000 shares
at $18.75 per share on the open
market. Mr. Lombardi used his
personal funds to effect the
purchase.
(ii) On April 16, 1998, Mr. Lombardi
purchased an additional 2,800 shares
at $18.75 per share on the open
market. Mr. Lombardi used his
personal funds to effect the
purchase.
Item 5(d) Other Interests:
Not Applicable.
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Item 5(e) Date on which reporting person ceased
to be a beneficial owner of more than 5%:
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer
Not Applicable.
Item 7. Material to be filed as exhibits
Not Applicable.
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.
April 24, 1998
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Date
/s/ CARL A. LOMBARDI
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Signature
Carl A. Lombardi, Chairman of the Board,
President and Chief Executive Officer of
Spacelabs Medical, Inc.
Name/Title
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations. (See 18 U.S.C. 1001)
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