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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Diametrics Medical, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
252532 10 6
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(CUSIP Number)
Timothy A. Stepanek, 4422 IDS Center, 80th South Eighth Street,
Minneapolis, Minnesota 55402; (612/338-0216)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 21, 1995
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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.
* 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).
(Continued on following page(s))
Page 1 of 6
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CUSIP No.: 252532 10 6 13D Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy A. Stepanek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF and PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 269,099
BENEFICIALLY
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 903,267
PERSON
WITH 9. SOLE DISPOSITIVE POWER
269,099
10. SHARED DISPOSITIVE POWER
903,267
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,172,366
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (based on 19,738,506 shares of common stock of Diametrics Medical,
Inc. outstanding as of June 30, 1997)
14. TYPE OF REPORTING PERSON*
IN
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This Schedule 13D relates to the beneficial ownership of certain shares of
common stock (as defined below) by Timothy A. Stepanek ("Mr. Stepanek")
personally and as a managing general partner of Parsnip River Company, a Limited
Partnership, a Minnesota limited partnership ("Parsnip") and as the trustee of
that certain Trust U/A dated August 3, 1935 with David J. Winton, Trustor (the
"1935 Trust").
Item 1. Security and Issuer.
The securities to which this statement relates are the Common Stock, par
value $.01 per share (the "Common Stock"), of Diametrics Medical, Inc., a
Minnesota corporation (the "Issuer"), with its principal executive offices
located at 2658 Patton Road, Roseville, Minnesota 55113.
Item 2. Identity and Background.
Mr. Stepanek is a managing general partner of Parsnip and the sole trustee
of the 1935 Trust. The business address of Mr. Stepanek is 4422 IDS Center, 80
South Eighth Street, Minneapolis, Minnesota 55402. Mr. Stepanek's principal
occupation is as an investment manager for the David M. Winton family and
certain Winton family partnerships, including Parsnip. During the last five
years, Mr. Stepanek has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Stepanek is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock referred to in Item 5 were purchased
using cash on hand.
Item 4. Purpose of Transaction.
All of the shares of Common Stock referred to in Item 5 were purchased for
investment. Depending on the market conditions and other investment
considerations, Mr. Stepanek may, from time to time, acquire beneficial
ownership of additional shares of Common Stock, dispose of some or all of the
shares of Common Stock beneficially owned by him, and otherwise deal with such
shares in any other manner deemed appropriate by him.
Page 3 of 6
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Except as stated above, Mr. Stepanek has no present plans or proposals that
relate to or would result in (i) the acquisition or disposition of securities of
the Issuer by any person; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) 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 directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's articles of incorporation or
bylaws or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) causing a class of equity securities to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to any of those
enumerated in clauses (i) through (ix) of this sentence. Mr. Stepanek may
formulate plans or proposals with respect to one or more of the foregoing in the
future.
Item 5. Interest in Securities of the Issuer.
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Mr. Stepanek beneficially owns an aggregate of 1,172,366 shares of
Common Stock, or 5.9% of the number of shares of Common Stock outstanding as of
June 30, 1997, 831,017 of which are held by Parsnip, 269,099 of which are held
by the 1935 Trust and 72,250 of which are held by Mr. Stepanek or members of his
immediate family (the "Stepanek Family"). Mr. Stepanek has been a managing
general partner of Parsnip since February 24, 1992. Mr. Stepanek has been the
trustee of the 1935 Trust since June 21, 1995. Parsnip, the 1935 Trust and the
Stepanek Family have made the following purchases and sales in the past 60 days:
<TABLE>
<CAPTION>
Number of Price
Purchaser Transaction Date Shares Per Share
- ----------------- ----------------- --------------- --------- ---------
<S> <C> <C> <C> <C>
1935 Trust Sale July 29, 1997 10,000 $8.625
Stepanek Family Sale August 27, 1997 6,000 $7.00
Parsnip Sale August 29, 1997 10,000 $7.6875
Parsnip Sale August 29, 1997 10,000 $7.875
Parsnip Sale August 29, 1997 15,000 $7.75
Parsnip Exercise Warrants August 29, 1997 50,000 $5.0625
1935 Trust Sale August 29, 1997 6,000 $7.75
1935 Trust Exercise Warrants August 29, 1997 25,000 $5.0625
Stepanek Family Exercise Warrants August 29, 1997 15,650 $5.0625
</TABLE>
Page 4 of 6
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With respect to the shares of Common Stock held by Parsnip, Mr. Stepanek
shares the power to vote and direct the disposition of such shares with two
other managing general partners of Parsnip who are members of the Winton Family.
Mr. Stepanek has sole power to vote and direct the disposition of the shares of
Common Stock held by the 1935 Trust. Mr. Stepanek shares the power to vote and
direct the disposition of shares held by the Stepanek Family with other members
of the Stepanek Family.
The other two managing general partners of Parsnip are David M. Winton and
his wife. Mr. and Mrs. Winton's business address is 4422 IDS Center, 80 South
Eighth Street, Minneapolis, Minnesota 55402. Mr. and Mrs. Winton's principal
occupation is the management of certain Winton family partnerships under their
control, including Parsnip. During the last five years, neither Mr. Winton nor
Mrs. Winton has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding he or she was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. and Mrs. Winton are citizens of the United States
of America.
The limited partners of Parsnip and the beneficiaries of the 1935 Trust
ultimately have the right to receive dividends from, or the proceeds from the
sale of, the shares of Common Stock held by such entities, however, none of the
limited partners nor the beneficiaries have any voting or investment control
over the investments held by Parsnip or the 1935 Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Stepanek does not have any contract, arrangement or relationship (legal
or otherwise) with any other person relating specifically to any securities of
the Issuer.
Item 7. Materials to be Filed as Exhibits.
None.
Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 22, 1997
/s/ Timothy A. Stepanek
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Timothy A. Stepanek
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