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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
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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. 3)*
OPTICAL SENSORS INCORPORATED
------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
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(Title of Class of Securities)
68384P107
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(CUSIP Number)
Hayden R. Fleming
17797 N. Perimeter Drive, Suite 105, Scottsdale AZ 85255
(480) 419-7811
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Voluntary
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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
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
710,139
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 181,100
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 710,139
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
181,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
891,239
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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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>
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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
690,139
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 690,139
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,139
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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)
7.7%
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14 TYPE OF REPORTING PERSON*
OO
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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>
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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 (a)(iii) 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 690,139 shares of the Company's Common
Stock representing approximately 7.7% of the outstanding shares of Common
Stock based on 8,962,777 shares of the Company's Common Stock outstanding
as of April 1, 2000. See Item 5(a)(iii) below.
(ii) Hayden R. Fleming beneficially owns a total of 891,239 shares of
the Company's Common Stock representing approximately 9.9% of the
outstanding shares of Common Stock based on 8,962,777 shares of the
Company's Common Stock outstanding as of April 1, 2000. Of such shares,
70,900 shares are owned by a trust for the benefit of Hayden Fleming and
his wife (the"Trust"), 110,200 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
690,139 shares are owned by Circle F. See Item 5(a)(iii) below.
(iii) The amounts stated to be beneficially owned exclude 606,667
shares of Common Stock and warrants to purchase 151,667 shares of Common
Stock issuable to Circle F and 93,333 shares and warrants to purchase
23,333 shares of Common Stock issuable to the Trust upon conversion of
convertible promissory notes issued to Circle F and the Trust on March 10,
2000, which notes may be converted into Common Stock on or after September
10, 2000 and will automatically convert 30 days after written notice from
the Company to Circle F and the Trust that the Company has entered into a
definitive distribution agreement for the Company's CapnoProbe product with
a major medical company. Since the promissory notes are not currently
convertible, these shares and warrants are not included in the number of
shares beneficially owned by Circle F and the Trust. Further, the amounts
stated to be beneficially owned exclude an additional 800,000 shares of
Common Stock and warrants to purchase 200,000 shares of Common Stock that
may be issuable to Circle F and/or its affiliates upon conversion of the
convertible promissory notes in the event the Company executes a definitive
distribution agreement for its CapnoProbe product with a major medical
company, the Company's stockholders approve the conversion and the Company
decides to request an additional advance under the notes.
<PAGE>
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CUSIP NO. 68384P107 SCHEDULE 13D/A Page 6 of 6 Pages
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(b) Nature of Ownership. Circle F has sole power to vote and direct the
disposition of all of the 690,139 shares reported as owned by it. Hayden R.
Fleming has sole power to vote and direct the disposition of 710,139 of the
reported shares and has shared power to vote and direct the disposition of
181,100 of the reported shares that are owned jointly with his wife or for the
benefit of his wife.
(c) Recent Transactions. None. See Item 5(a)(iii) above.
(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.
April 26, 2000 /s/ Hayden R. Fleming
Date ----------------------------------------
Hayden R. Fleming
Name/Title
Circle F Ventures LLC
April 26, 2000 By /s/ Hayden R. Fleming
Date --------------------------------------
Hayden R. Fleming - Managing Member
Name/Title
