UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEDICAL INDUSTRIES OF AMERICA, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
61239H107
(CUSIP Number)
Dr. Luca Fossati
Findim Overseas, Ltd.
c/o Findim Investments S.A.
Gradinata Forghee 2
Massagno, Switzerland
011-41-91-568916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 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 ( ).
<PAGE>
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Findim Overseas, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:
100,000 shares of Common Stock
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER:
100,000 shares of Common Stock
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
100,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14 TYPE OF REPORTING PERSON*
CO
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par value (the
"Shares"), of Medical Industries of America, Inc., a Florida corporation (the
"Issuer"), whose principal executive offices are located at 1903 S. Congress
Avenue, Suite 400, Boynton Beach, Florida 33426.
<PAGE>
ITEM 2. Identity and Background.
(a) This statement is filed by Findim Overseas Ltd. ("Findim"), a Cayman
Islands corporation and wholly owned subsidiary of Findim Investments S.A., a
Swiss Corporation. Findim Investments S.A. is a wholly owned subsidiary of
Findim S.p.A., an Italian corporation. Findim S.p.A. is a wholly owned
subsidiary of Dafofin Holding S.A., a Luxembourg corporation ("Dafofin"),
which is controlled by members of the Fossati family. The names of the
directors and executive officers of Findim, Findim Investments S.A., Findim
S.p.A. and Dafofin are set forth in Exhibit 1 hereto and are hereby
incorporated by reference.
(b) The business address for Findim is Findim Overseas Ltd., c/o Findim
Investments S.A., Gradinata Forghee 2, Massagno, Switzerland. The business
address for Findim S.p.A. is Piazza San Pietro Martire 6, Monza, Italy. The
business address for Dafofin is c/o Findim Investments S.A., Gradinata Forghee
2, Massagno, Switzerland. The business addresses of the directors and
executive officers of Findim, Findim S.p.A. and Dafofin are set forth in
Exhibit 1 hereto and are hereby incorporated by reference.
(c) The principal business of Findim is that of a financial holding
company. The principal business of Findim Investments S.A. is that of a
financial holding company. The principal business of Findim S.p.A. is that of
a financial holding company. The principal business of Dafofin is that of a
financial holding company. The principal occupation or employment of the
directors and executive officers of Findim, Findim Investments S.A., Findim
S.p.A. and Dafofin are set forth in Exhibit 1 hereto and are hereby
incorporated by reference.
(d) and (e) During the last five years none of Findim, Findim Investments
S.A., Findim S.p.A. or Dafofin or, to the best knowledge of Findim, Findim
Investments S.A., Findim S.p.A. and Dafofin, any of the persons listed in
Exhibit 1 hereto has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which Findim, Findim Investments S.A., Findim S.p.A. or Dafofin or
any such person listed in Exhibit 1 hereto was or is subject to a judgment,
decree, or final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
(f) Information with respect to the citizenship of each director and
executive officer of Findim, Findim Investments S.A., Findim S.p.A. and
Dafofin is set forth in Exhibit 1 hereto and is hereby incorporated by
reference.
ITEM 3. Source and Amount of Funds For Other Consideration.
Findim has used its own investment funds to purchase the Shares.
ITEM 4. Purpose of Transaction.
Findim has purchased Shares for investment purposes but reserves the
right, from time to time, to acquire additional Shares or to dispose of some
or all of the Shares owned by it.
Except as set forth herein, none of Findim, Findim Investments S.A.,
Findim S.p.A. or Dafofin and, to the best knowledge of Findim, Findim
Investments S.A., Findim S.p.A. and Dafofin, none of the persons set forth in
Exhibit 1 has any plans or proposals that relate to or would result in (a) the
acquisition or disposition by any person of additional Shares of the Issuer;
(b) an extraordinary corporate transaction such as merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management
of the Issuer including any plans or proposals to change the number or term of
<PAGE>
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto,
or other actions which may impede the acquisition or the control of the Issuer
by any person; (h) causing securities of the Issuer to be deleted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) causing securities of the Issuer to be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to the foregoing.
ITEM 5. Interest in Securities of Issuer.
(a) Findim is the beneficial owner of 100,000 Shares or 9.8% of the
outstanding Shares of the Issuer (based on a total of 1,024,958 Shares
outstanding as reported in the Issuer's Form 10-QSB as of November 10, 1996).
None of Findim Investments S.A., Findim S.p.A., Dafofin or, to the best
knowledge of Findim any of the persons set forth in Exhibit 1 are the
beneficial owner of any Shares except (where applicable) by virtue of their
direct or indirect ownership interest in and/or control of Findim.
(b) Findim has the sole power to vote or to direct the vote as to
100,000 Shares and has the sole power to dispose or to direct the disposition
of all such Shares. None of Findim Investments S.A., Findim S.p.A., Dafofin
or, to the best knowledge of Findim, any of the persons set forth in Exhibit 1
has the sole or shares power to vote or to direct the vote or to dispose of or
to direct the disposition of any Shares, except (where applicable) by virtue
of their direct or indirect ownership interest in and/or control of Findim.
(c) During the past 60 days, none of Findim, Findim Investments S.A.,
Findim S.p.A., Dafofin or, to the best knowledge of Findim, any of the persons
set forth in Exhibit 1 has effected any transactions in the Shares, except for
the following purchases:
<PAGE>
<TABLE>
<CAPTION>
Amount Price
of per
Date Shares Share Description Purchaser
<S> <C> <C> <C> <C>
April 1, 1997 100,000 $2.0625 Market Purchase Findim
</TABLE>
(d) Not Applicable
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
There are no contracts, arrangements, understandings or relationships
among Findim, Findim Investments S.A., Findim S.p.A, Dafofin or, to the best
of their knowledge, any of the persons set forth in Exhibit 1, or between
Findim, Findim Investments S.A., Findim S.p.A., Dafofin or, to the best of
their knowledge, any of the persons set forth in Exhibit 1 and any other
person, with respect to any securities of the Issuer, including any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any securities of the Issuer, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits or loss, or the
giving or withholding of proxies.
ITEM 7. Material to be filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit No. Description
1 Executive Officers
and Directors
<PAGE>
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: April 9, 1997 FINDIM OVERSEAS, LTD.
/s/ Dr. Luca Fossati
Dr. Luca Fossati
President and Secretary, Findim Overseas Ltd. George Town, Cayman Islands
President and Director, Findim Investments S.A., Massagno, Switzerland
President and Director, Findim S.p.A. Monza, Italy
President and Director, Dafofin Holding S.A., Luxembourg
<PAGE>
EXHIBIT 1
Executive Officers and Directors of Findim Overseas, Ltd.
The name, principal occupation and citizenship of each of the executive
officers and directors of Findim Overseas, Ltd. are set forth below. The
business address of each person below is Gradinata Forghee 2, Massagno,
Switzerland and, unless otherwise indicated, the occupation set forth opposite
a person's name refers to the position such person holds with Findim Overseas,
Ltd.
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Investments Italian
S.A.; President of Findim S.p.A.; and
President of Dafofin Holding S.A.
Mario P. Grassi Director; Chairman of Banco di Roma Per La Swiss
Svizzera Lugano; and Director of Findim
S.p.A.
</TABLE>
<PAGE>
EXHIBIT 1
Executive Officers and Directors of Findim Investments S.A.
The name, principal occupation and citizenship of each of the executive
officers and directors of Findim Investments S.A. are set forth below. The
business address of each person below is Gradinata Forghee 2, Massagno,
Switzerland and, unless otherwise indicated, the occupation set forth opposite
a person's name refers to the position such person holds with Findim
Investments S.A.
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Overseas, Italian
Ltd.; President of Findim S.p.A.; and
President of Dafofin Holding S.A.
Mario P. Grassi Director; Director of Findim Overseas, Swiss
Ltd.; Chairman of Banco di Roma Per La
Svizzera Lugano
</TABLE>
<PAGE>
Executive Officers and Directors of Findim S.p.A.
The name, principal occupation and citizenship of each of the executive
officers and directors of Findim S.p.A. are set forth below. The business
address of each person below is Piazza San Pietro Martire 6, Monza, Italy and,
unless otherwise indicated, the occupation set forth opposite a person's name
refers to the position such person holds with Findim S.p.A.
<TABLE>
<CAPTION>
Present Principal
Name and Address Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Overseas, Italian
Ltd.; President of Findim Investments
S.A.; and President of Dafofin Holding
S.A.
Giusseppe Fossati Director Italian
</TABLE>
<PAGE>
Executive Officers and Directors of Dafofin
The name, principal occupation, and citizenship of each of the executive
officers and directors of Dafofin are set forth below. The business address
of each person below is c/o Findim Investments S.A., Gradinata Forghee 2,
Massagno, Switzerland and, unless otherwise indicated, the occupation set
forth opposite a person's name refers to the position such person holds with
Dafofin.
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Investments Italian
S.A.; and President of Findim S.p.A.
Giusseppe Fossati Director Italian
Marco Fossati Director Italian
</TABLE>
