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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
OPTICAL SENSORS INCORPORATED
------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
------------------------------
(Title of Class of Securities)
68384P107
--------------
(CUSIP Number)
Hayden R. Fleming, 14988 N. 78th Way, Suite 200 Scottsdale AZ 85260
(602) 483-9282
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 15, 1999
-------------------------------------------------------
(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 s.s. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this statement, including all exhibits. See s.s. 240.13d-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 the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D/A
- --------------------- -------------------
CUSIP NO. 68384P107 PAGE 2 OF 6 PAGES
- --------------------- -------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HAYDEN R. FLEMING
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF AND PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
666,539
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 159,100
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 666,539
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
159,100
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,639
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
- --------------------- -------------------
CUSIP NO. 68384P107 PAGE 3 OF 6 PAGES
- --------------------- -------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CIRCLE F VENTURES, LLC 86-0820669
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
GEORGIA - U.S.A.
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7 SOLE VOTING POWER
646,539
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 646,539
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,539
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
ITEM 1.
The title of the class of equity securities to which this statement relates
is Common Stock, par value $.01 per share (the "Common Stock"). The name of the
issuer is Optical Sensors Incorporated (the "Company"). The principal executive
offices of the Company is 7615 Golden Triangle Drive, Suite A, Eden Prairie, MN
55344.
ITEM 2. IDENTITY AND BACKGROUND
The reporting persons are Hayden R. Fleming and Circle F Ventures, LLC
("Circle F"). Hayden R. Fleming is the managing member of Circle F. Circle F is
a Georgia limited liability company whose principal business is the operation of
an investment fund and whose principal business and office is located at 14988
N. 78th Way, Suite 200, Scottsdale, Arizona 85260. Circle F has not been a party
to any civil or criminal proceeding required to be disclosed in response to this
Item.
The following information is provided for Hayden R. Fleming:
(a) Name. Hayden R. Fleming.
(b) Address. 14988 N. 78th Way, Suite 200, Scottsdale, Arizona 85260.
(c) Principal Occupation and Employment. Hayden R. Fleming is the principal of
Fleming Securities, Inc., a broker/dealer.
(d) Criminal Proceedings. None.
(e) Civil proceedings. None
(f) Citizenship. United States of America.
ITEM 3. SOURCE AND AMOUNT AT FUNDS OR OTHER CONSIDERATION.
Personal funds of Hayden R. Fleming and working capital of Circle F.
ITEM 4. PURPOSE OF TRANSACTION
All of the reported shares are held for investment purposes.
The reporting persons have no plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
organization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
Page -4-
<PAGE>
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company 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;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number of Shares/Percentage of Class Beneficially Owned.
Circle F Ventures, LLC beneficially owns 646,539 shares of the
Company's Common Stock representing approximately 7.3% of the outstanding
shares of Common Stock based on 8,841,123 shares of Common Stock
outstanding as indicated by the Company as of May 3, 1999.
Hayden R. Fleming beneficially owns a total of 825,639 shares of the
Company's Common Stock representing approximately 9.3% of the outstanding
shares of Common Stock based on 8,841,123 shares of Common Stock
outstanding as indicated by the Company as of May 3, 1999. Of such shares,
70,900 shares are owned by a trust for the benefit of Hayden Fleming and
his wife, 88,200 shares are owned by an individual retirement account for
the benefit Hayden Fleming's wife, 20,000 shares are owned by an individual
retirement account for the benefit of Hayden Fleming and 646,539 shares are
owned by Circle F Ventures LLC, a limited liability company of which Hayden
Fleming is managing member.
(b) Nature of Ownership. Circle F Ventures, LLC has sole power to vote
and direct the disposition of all of the 646,539 shares reported as owned
by it. Hayden R. Fleming has sole power to vote and direct the disposition
of 666,539 of the reported shares and has shared power to vote and direct
the disposition of 159,100 of the reported shares that are owned jointly
with his wife or for the benefit of his wife.
(c) Recent Transactions. The following is a list of all transactions
in the Company's Common Stock by the reporting persons during the 60 days
preceding the date of this Schedule 13D.
The shares below were bought by the following purchasers in open
market transactions through the NASDAQ market system;
Date of
Transaction Number of Shares Price Per share Purchaser
----------- ---------------- --------------- ----------------------
6/30/99 25,700 $.91015 Circle F Ventures, LLC
7/9/99 29,235 $1.0034 Circle F Ventures, LLC
7/14/99 10,000 $1.00 L Fleming IRA
7/14/99 11,000 $1.00 Circle F Ventures, LLC
7/15/99 22,000 $1.00 Circle F Ventures, LLC
Page -5-
<PAGE>
7/29/99 20,000 $1.25 L Fleming IRA
8/3/99 10,000 $1.3125 L Fleming IRA
8/4/99 5,000 $1.3125 Circle F Ventures, LLC
8/9/99 17,700 $1.2068 L Fleming IRA
8/9/99 6,000 $1.2583 Fleming Trust
(d) Rights to Dividends or Proceeds. None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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.
August 11, 1999 /s/ Hayden R. Fleming
Date ----------------------------------------
Hayden R. Fleming
Name/Title
August 11, 1999 Circle F Ventures LLC
Date
By /s/ Hayden R. Fleming
-------------------------------------
Hayden R. Fleming - Managing Member
Name/Title
Page -6-
