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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Integ Incorporated
--------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------
(Title of Class of Securities)
458 100 104
-------------------------------------
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(continued on following page(s))
Page 1 of 7 pages
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SCHEDULE 13G
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CUSIP NO. 458 100 104
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Medical Innovation Fund ("MIF")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the State of Minnesota
5. SOLE VOTING POWER
NUMBER OF MIF - 788,420
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON MIF - 788,420
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
MIF - 797,723
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
MIF - 8.4%
12. TYPE OF REPORTING PERSON*
MIF -- PN
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Page 3 of 7 pages
SCHEDULE 13G
------------
CUSIP NO. 458 100 104
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Medical Innovation Fund II ("MIF II")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the State of Minnesota
5. SOLE VOTING POWER
NUMBER OF MIF II - 740,336
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON MIF II - 740,336
WITH
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
MIF II - 740,326
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
MIF II - 7.9%
12. TYPE OF REPORTING PERSON*
MIF II - PN
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Page 4 of 7 pages
ITEM 1(a). Name of Issuer
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Integ Incorporated
ITEM 1(b). Address of Issuer's Principal Executive Offices
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2800 Patton Road, St. Paul, MN 55113
ITEM 2(a). Name of Person Filing
---------------------
Timothy I. Maudlin, as General Partner of the Reporting Persons. 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.
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 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").
ITEM 2(b). Address of Principal Business Office
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9900 Bren Road East, Suite 421
Minnetonka, MN 55343
ITEM 2(c). Citizenship
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MIF organized in Minnesota
MIF II organized in Minnesota
ITEM 2(d). Title of Class of Securities
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Common Stock, $.01 par value
ITEM 2(e) CUSIP Number
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458 100 104
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Page 5 of 7 pages
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13(d)-
2(b), check whether the person filing it is a:
----------------------------------------------------------------
Not Applicable. This Schedule 13G is being filed as a conversion from
Schedule 13D.
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Advisers Act of 1940
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with (S) 240.13d-
1(b)(ii)(G)
(h) [ ] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership
---------
(a) Amount Beneficially Owned (based on 9,366,833 shares
outstanding as of February 10, 1998)
<TABLE>
Name Number of Shares Percentage of Total Shares
------------------ ----------------- --------------------------
<S> <C> <C>
MIF................. 788,420(1) 8.5%
MIF II.............. 740,336(2) 7.9%
Mark B. Knudson..... 156,803(3) 1.5%
Timothy I. Maudlin.. 1,546(4)(5) Less than 1%
Robert Nickoloff.... 1,162(4) Less than 1%
MIP................. 1,750 Less than 1%
MIP II.............. 1,500 Less than 1%
</TABLE>
(1) Includes 55,493 shares of Common Stock that could be acquired within
60 days of February 13, 1998 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 February 13, 1998 through the exercise of outstanding stock
options and warrants.
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Page 6 of 7 pages
(3) Includes 45,833 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.
(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.
(5) Excludes 959 shares held by MICI Limited Partnership of which Mr.
Maudlin is a General Partner. Mr. Maudlin disclaims beneficial
ownership of such shares, except to the extent of his proportionate
pecuniary interests in such partnership.
(b) Percent of Class
MIF - 8.5%
MIF II - 7.9%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote
MIF - 797,723
MIF II - 740,326
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
MIF - 797,723
MIF II - 740,326
(iv) shared power to dispose or to direct the disposition of
-0-
ITEM 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
---------------------------------------------------------------
The General Partners of MIF and MIF II have the power to direct the
receipt of dividends from, or the proceeds from the sale, of the
securities held by the Reporting Persons. (See Items 2(a) and 4(a)
above.)
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Page 7 of 7 pages
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company
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Not Applicable
ITEM 8. Identification and Classification of Members of the Group
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Not Applicable
ITEM 9. Notice of Dissolution of Group
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Not Applicable
ITEM 10. Certification
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
Date: February 13, 1998.
MEDICAL INNOVATION FUND
BY Medical Innovation Partners
Its General Partner
By Timothy I. Maudlin
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Timothy Maudlin
A General Partner
MEDICAL INNOVATION FUND II
BY Medical Innovation Partners II
Its General Partner
By Timothy I. Maudlin
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Timothy Maudlin
A General Partner
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Page 8 of 7 pages
EXHIBIT 1
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JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the common stock, $.01 par value, of Integ Incorporated, and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement as of February 13, 1998.
MEDICAL INNOVATION FUND
/s/ Timothy I. Maudlin
--------------------------------
Timothy I. Maudlin, General Partner of
Medical Innovation Partners, its General
Partner
MEDICAL INNOVATION FUND II
/s/ Timothy I. Maudlin
-------------------------------
Timothy I. Maudlin, General Partner of
Medical Innovation Partners, its General
Partner
