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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. 4)*
OPTICAL SENSORS INCORPORATED
------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
-------------------------------------
(Title of Class of Securities)
68384P107
--------------
(CUSIP Number)
Hayden R. Fleming
17797 N. Perimeter Drive, Suite 105, Scottsdale AZ 85255
(480) 419-7811
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 2, 2000
-------------------------------------------------------
(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
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>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 BOX 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
4,375,556
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 522,482
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,375,556
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
522,482
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,898,038
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%
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14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*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>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 3 of 6 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 BOX 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
4,355,556
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,355,556
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,355,556
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
--------------------------------------------------------------------------
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>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 4 of 6 Pages
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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 17797
N. Perimeter Drive, Suite 105, Scottsdale, Arizona 85255. 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. 17797 N. Perimeter Drive, Suite 105, Scottsdale, Arizona
85255.
(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 except as provided in
Item 5 (c) below.
(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>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 5 of 6 Pages
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(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.
(i) Circle F beneficially owns 4,355,556 shares of the Company's
Common Stock representing 32.1% of the outstanding shares of Common Stock.
All of such ownership arises on an as converted basis from Circle F's
holdings of $606,667 of convertible Notes and 2,333,334 shares of Series A
Convertible Preferred Stock. See Item 5 (c) below.
(ii) Hayden R. Fleming beneficially owns 4,898,038 shares of the
Company's Common Stock representing 36.1% of the outstanding shares of
Common Stock. Of such shares, 4,355,556 shares are owned by Circle F,
140,472 shares are owned by an individual retirement account for the
benefit of Hayden Fleming's wife, 20,000 shares are owned by an individual
retirement account for the benefit of Hayden Fleming and 382,010 shares are
owned by a trust for the benefit of Hayden Fleming and his wife (the
"Trust"). Of the shares owned by the Trust, 311,110 shares arise on an as
converted basis from the Trust's holding of $93,333 of Convertible Notes.
See Item 5(c) below.
(b) Nature of Ownership. Circle F has sole power to vote and direct the
disposition of all of the 4,355,556 shares reported as owned by it. Hayden R.
Fleming has sole power to vote and direct the disposition of 4,375,556 of the
reported shares and has shared power to vote and direct the disposition of
522,482 of the reported shares that are owned jointly with his wife or for the
benefit of his wife.
(c) Recent Transactions. Pursuant to a Securities Purchase Agreement with
the Company dated August 11, 2000 (the "Securities Purchase Agreement"), Circle
F purchased 1,000,000 shares of unregistered Series A Convertible Preferred
Stock for $500,000 ($.50 per share) which preferred shares are convertible into
1,000,000 shares of Common Stock.
On September 10, 2000, $606,667 of Convertible Notes acquired by Circle F
on March 10, 2000 became convertible into Common Stock. As of October 2, 2000,
these notes are convertible into 1,617,778 shares of Common Stock and warrants
to purchase 404,444 shares of Common Stock for $.375 per share which amounts and
warrant exercise price are subject to adjustment should the Company request
additional funding under the terms of the Securities Purchase Agreement.
<PAGE>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 6 of 6 Pages
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On September 10, 2000, $93,333 of Convertible Notes acquired by the Trust
on March 10, 2000 became convertible into Common Stock. As of October 2, 2000,
these notes are convertible into 248,888 shares of Common Stock and warrants to
purchase 62,222 shares of Common Stock for $.375 per share which amounts are
subject to adjustment should the Company request additional funding under the
terms of the Securities Purchase Agreement.
On October 2, 2000, pursuant to a request for additional funding by the
Company under the Securities Purchase Agreement, Circle F purchased 1,333,334
shares of unregistered Series A Convertible Preferred Stock for $500,000 ($.375
per share) which preferred shares are convertible into 1,333,334 shares of
common stock.
(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.
October 3, 2000 /s/ Hayden R. Fleming
Date ----------------------------------------
Hayden R. Fleming
Name/Title
Circle F Ventures LLC
October 3, 2000 By /s/ Hayden R. Fleming
Date --------------------------------------
Hayden R. Fleming - Managing Member
Name/Title
