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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Integ Incorporated
_____________________
(Name of Issuer)
Common Stock
______________________________
(Title of Class of Securities)
458 100 104
______________
(CUSIP Number)
Timothy I. Maudlin, Medical Innovation Partners,
990 Bren Road East, Suite 421, Minnetonka, MN 55343
(612) 931-0154
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1997
_______________
(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 [_].
* 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).
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CUSIP NO. 458 100 104 13D PAGE 2 OF 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Medical Innovation Fund ("MIF")
Medical Innovation Fund ("MIF II")
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MIF - Minnesota MIF II - Minnesota
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SOLE VOTING POWER
7 MIF - 960,228
NUMBER OF MIF II - 890,340
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 MIF - 960,228
REPORTING MIF II - 890,340
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
MIF - 960,228 MIF II - 890,340
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
MIF - 10.3% MIF II - 9.3%
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TYPE OF REPORTING PERSON*
14
MIF-PN MIF II - PN
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Page 3 0f 6
SCHEDULE 13D
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CUSIP No. 458 100 104
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Item 1. Security and Issuer
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The securities to which this Schedule 13D relates are the shares of
common stock, par value $.01 per share (the "Common Stock"), of Integ
Incorporated (the "Issuer"). The address of the Issuer's principal executive
offices is 2800 Patton Road, St. Paul, MN 55113.
Item 2. Identity and Background
-----------------------
(a-c) The persons (the "Reporting Persons") filing this statement are
Medical Innovation Fund, a Limited Partnership ("MIF"), and Medical Innovation
Fund II, a Limited Partnership ("MIF II"), each of which is a Minnesota limited
partnership. Each of the Reporting Persons is an investment partnership located
at 9900 Bren Road East, Suite 421, Minnetonka, MN 55343.
The general partner of MIF is Medical Innovation Partners, a Limited
Partnership ("MIP"), and the general partner of MIF II is Medical Innovation
Partners II, a Limited Partnership ("MIP II"). The principal business address
of MIP and MIP II is 9900 Bren Road East, Suite 421, Minnetonka, MN 55343. The
general partners of MIP are Timothy I. Maudlin and Robert S. Nickoloff, and the
general partners of MIP II are Mark B. Knudson, Ph.D., Mr. Maudlin and Mr.
Nickoloff (collectively, the "General Partners"). The business address for Dr.
Knudson, Mr. Maudlin and Mr. Nickoloff is 9900 Bren Road Est, Suite 421,
Minnetonka, MN 55343.
(d-e) During the last five years, none of the Reporting Persons or the
General Partners has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in its or
his being subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
MIF acquired a total of 1,253,904 shares of Common Stock between April
1990 and November 1992 for an aggregate of approximately $1,770,000, which funds
came from contributions to capital by limited partners.
MIF II acquired a total of 560,586 shares of Common Stock between
February 1994 and June 1995 for an aggregate of approximately $2,795,000, which
funds came from contributions to capital by limited partners. On July 1, 1996,
MIF II acquired 75,579 shares of Common Stock for $718,000.50 in the Issuer's
initial public offering, which funds came from contributions to capital by
limited partners.
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Page 4 of 6
Dr. Knudson acquired 200,000 shares of Common Stock in April 1990 with
personal funds in connection with the founding of the Issuer.
Item 4. Purpose of the Transaction
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The Reporting Persons acquired ownership of the shares of Common Stock
reported herein for investment purposes. Dr. Knudson also acquired shares of
Common Stock for investment purposes.
On January 9, 1997, MIF completed a distribution of 350,002 shares of
Common Stock to its partners. From that distribution, Timothy I. Maudlin
received 911 shares, Robert S. Nickoloff received 527 shares and Mark B. Knudson
received 335 shares.
Item 5. Interest in Securities of the Issuer
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(a) As of January 9, 1997, the Reporting Persons may be deemed to
beneficially own in the aggregate 1,850,568 shares of Common Stock, which
constitutes 19.3% of the outstanding shares of Common Stock (based on the number
of shares that were outstanding as of January 9, 1997, including 310,501 shares
that could be acquired within 60 days of such date through the exercise of stock
options and warrants).
As of January 9, 1997, the Reporting Persons and the General Partners
may be deemed to have beneficial ownership of the Issuer's Common Stock as
follows:
<TABLE>
<CAPTION>
Name Number of Shares Percentage of Total Shares
- -------------------- ------------------- ---------------------------
<S> <C> <C>
MIF................. 960,228(1) 10.3%
MIF II.............. 890,340(2) 9.3%
Mark B. Knudson..... 143,668(3) 1.5%
Timothy I. Maudlin.. 911(4) Less than 1%
Robert Nickoloff.... 527(4) Less than 1%
</TABLE>
_________________
(1) Includes 56,326 shares of Common Stock that could be acquired within 60
days of January 9, 1997 through the exercise of outstanding stock options
and warrants.
(2) Includes 254,175 shares of Common Stock that could be acquired within 60
days of January 9, 1997 through the exercise of outstanding stock options
and warrants.
(3) Includes 33,333 shares of Common Stock issuable upon the exercise of
outstanding options. Excludes shares held by MIF II. Dr. Knudson is a
general partner of MIP II, the general partner of MIF II. Dr. Knudson
disclaims beneficial ownership of such shares, except to the extent of his
proportionate pecuniary interest in such partnership. Also excludes 25,000
shares of Common Stock held by Dr. Knudson's wife, 54,000 shares held by
Knudson Family L.P., and 3,000 shares held by his daughters for which
beneficial ownership is disclaimed.
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Page 5 of 6
(4) Excludes shares held by MIF and MIF II. Messrs. Maudlin and Nickoloff are
general partners of MIF and MIF II. Messrs. Maudlin and Nickoloff disclaim
beneficial ownership of such shares, except to the extent of their
proportionate pecuniary interests in such partnerships.
(b) Each of the Reporting Persons has the sole power to vote or to direct
the vote and to dispose or direct the disposition of the shares of Common Stock
of which it is deemed the beneficial owner.
(c) On January 9, 1997, MIF completed a distribution of 350,002 shares of
Common Stock to its partners.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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To the best knowledge of the Reporting Persons, there are no
contracts, arrangements, understanding or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to the securities of the Issuer, including but not limited
to transfer or voting of the Common Stock, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit Description of Exhibit
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1 * Joint Filing Agreement, dated July 11, 1996
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* Previously filed as Exhibit 1 to Schedule 13D filed July 11, 1997.
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Page 6 of 6
SIGNATURES
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.
Dated: February 11, 1997
MEDICAL INNOVATION FUND
/s/ Timothy Maudlin
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Timothy I. Maudlin, General Partner of
Medical Innovation Partners, its General
Partner
MEDICAL INNOVATION FUND II
/s/ Timothy Maudlin
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Timothy I. Maudlin, General Partner of
Medical Innovation Partners II, its General
Partner
