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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)
VidaMed, Inc.
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(Name of Issuer)
Common Stock $.001 par value per share
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(Title of Class of Securities)
926530106
(CUSIP Number)
Hayden R. Fleming
14988 N. 78th Way, Suite 2000
Scottsdale, Arizona 85260
(602) 483-9282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 12, 1998
(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 Sections 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 the schedule, including all exhibits. See Section 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).
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SCHEDULE 13D
CUSIP No. 926530106
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,262,228
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 185,900
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,262,228
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10 SHARED DISPOSITIVE POWER
185,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,448,128
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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)
7.3%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 926530106
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Circle F Ventures, LLC F.E.I.#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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,068,928
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,068,928
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,928
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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)
5.4%
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14 TYPE OF REPORTING PERSON
00
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SCHEDULE 13D
ITEM 1.
The title of the class of equity securities to which this statement relates
is Common Stock, par value $.001 per share (the "Common Stock"). The name of
the issuer is VidaMed, Inc. (the "Company"). The principal executive offices of
the Company is 46107 Landing Parkway, Suite 10, Fremont, California 94538.
ITEM 2. IDENTIFY 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 OF 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;
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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.
Circle F Ventures, LLC beneficially owns 1,068,928 shares of the Company's
Common Stock representing approximately 5.4% of the outstanding shares of Common
Stock based on 19,942,422 shares of Common Stock outstanding as indicated by the
Company as of June 30, 1998.
Hayden R. Fleming beneficially owns a total of 1,448,128 shares of the
Company's Common Stock representing approximately 7.3% of the outstanding shares
of Common Stock based on 19,942,422 shares of Common Stock outstanding as
indicated by the Company as of June 30, 1998. Of such shares, 128,200 shares
are owned by a trust for the benefit of Hayden Fleming and his wife, 57,700
shares are owned by the wife of Hayden Fleming or by an individual retirement
account for her benefit, and 1,068,928 shares are owned by Circle F Ventures,
LLC, a limited liability company of which Hayden Fleming is managing member.
The remaining 193,300 shares are owned directly by Hayden Fleming or by an
individual retirement account for his benefit.
(b) Nature of Ownership. Circle F Ventures, LLC has sole power to
vote and direct the disposition of all of the 1,068,928 shares reported as
owned by it. Hayden R. Fleming has sole power to vote and direct the
disposition of 1,262,228 of the reported shares and has shared power to
vote and direct the disposition of 185,900 of the reported shares that are
owned jointly with his wife or by 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 other than those transactions
between August 25, 1998 and October 9, 1998 which were previously reported
in the Schedule 13D as originally filed.
The shares below were bought by the following purchasers in open
market transactions through the NASDAQ market system:
<TABLE>
<CAPTION>
Date of
Transaction Number of Shares Price Per Share Purchaser
<S> <C> <C> <C>
10/12/98 25,000 $.8165 Circle F Ventures LLC
10/15/98 100,000 $.8125 Circle F Ventures LLC
10/16/98 48,300 $.8125 Hayden R. Fleming IRA
</TABLE>
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(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 20, 1998
Date
/s/ Hayden R. Fleming
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Hayden R. Fleming
Name/Title
October 20, 1998 CIRCLE F VENTURES, LLC
Date
By: /s/ Hayden R. Fleming
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Hayden R. Fleming, Managing Member
Name/Title
