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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
January 26, 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
- --------------------- -------------------
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
494,109
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 32,500
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 494,109
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
32,500
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,609
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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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
- --------------------- -------------------
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) [ ]
--------------------------------------------------------------------------
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
494,109
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 494,109
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,109
--------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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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. SECURITY AND ISSUER.
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 494,109
shares of the Company's Common Stock representing approximately 5.6% of
the outstanding shares of Common Stock based on 8,825,824 shares of
Common Stock outstanding as indicated by the Company as of November 10,
1998.
Hayden R. Fleming beneficially owns a total of
526,609 shares of the Company's Common Stock representing approximately
5.9% of the outstanding shares of Common Stock based on 8,825,824
shares of Common Stock outstanding as indicated by the Company as of
November 10, 1998. Of such shares, 25,000 shares are owned by a trust
for the benefit of Hayden Fleming and his wife, 7,500 shares are owned
by the wife of Hayden Fleming or by an individual retirement account
for her benefit, and 494,109 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 494,109 shares
reported as owned by it. Hayden R. Fleming has sole power to vote and
direct the disposition of 494,109 of the reported shares and has shared
power to vote and direct the disposition of 32,500 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 Number of Price
Transaction Shares Per share Purchaser
----------- ------ --------- ---------
12/07/98 10,000 $1.38 Fleming Trust
12/09/98 25,000 $1.41025 Circle F Ventures, LLC
12/14/98 20,000 $1.505 Circle F Ventures, LLC
12/21/98 20,000 $1.505 Circle F Ventures, LLC
Page -5-
<PAGE>
12/23/98 50,000 $1.423875 Circle F Ventures, LLC
12/28/98 38,000 $1.367 Circle F Ventures, LLC
01/21/99 80,000 $1.40625 Circle F Ventures, LLC
01/26/99 10,000 $1.5725 Circle F Ventures, LLC
02/01/99 27,000 $1.5037 Circle F Ventures, LLC
(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.
February 4, 1999 /s/ Hayden R. Fleming
Date -------------------------------------
Hayden R. Fleming
Name/Title
February 4, 1999 Circle F Ventures LLC
Date
By /s/ Hayden R. Fleming
-----------------------------------
Hayden R. Fleming - Managing Member
Name/Title
Page -6-
