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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
October 30, 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 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.
(continued on following pages)
(Page 1 of 5 Pages)
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SCHEDULE 13D
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CUSIP No. 846247104
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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 507,863
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Number of ________________________________________________________________
Shares
Beneficially 8. Shared Voting Power 0
Owned by ----------------------------------------
Each ________________________________________________________________
Reporting
Person With 9. Sole Dispositive Power 484,541
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10. Shared Dispositive Power 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,863
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) N/A
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3 of 5
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(b) 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 507,863 shares of Spacelabs Medical, Inc. common stock that Mr.
Lombardi is deemed to beneficially own as of October 30, 1998, 21,200
shares were purchased by Mr. Lombardi with approximately $21,470 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 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.
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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: 507,863 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: 507,863
(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.
(iii) On October 21, 1998, Mr. Lombardi purchased an
additional 2,000 shares at $15.375 per share on the
open market. Mr. Lombardi used his personal funds to
effect the purchase.
(iv) On October 22, 1998, Mr. Lombardi purchased an
additional 3,000 shares at $15.375 per share on the
open market. Mr. Lombardi used his personal funds to
effect the purchase.
(v) On October 23, 1998, Mr. Lombardi purchased an
additional 3,000 shares at $15.00 per share on the
open market. Mr. Lombardi used his personal funds to
effect the purchase.
(vi) On each of October 26 and 27, 1998, Mr. Lombardi
purchased an additional 2,000 shares at $14.50 per
share and 1,900 shares at $14.25 per share,
respectively. Mr. Lombardi used his personal funds to
effect the purchase.
(vii) On October 29, 1998, Mr. Lombardi purchased additional
shares as follows: 317 shares at $14.25 per share;
1,100 shares at $14.375 per share; and 683 shares at
$14.8175 per share. Mr. Lombardi used his personal
funds to effect the purchase.
Item 5(d) Other Interests:
Not Applicable.
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.
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Item 7. Material to be filed as exhibits Page 5 of 5
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.
October 30, 1998
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Date
by Eugene V. DeFelice
/s/ CARL A. LOMBARDI as attorney-in-fact
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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)
