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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
September 25, 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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13D
CUSIP NO. 926530106
<TABLE>
<C> <S>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Hayden R. Fleming
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [___]
(b) [___]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF and PF
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5 CHECK 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
U.S.A.
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7 SOLE VOTING POWER
1,138,928
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 185,900
OWNED BY EACH --------------------------------------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,138,928
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10 SHARED DISPOSITIVE POWER
185,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,324,828
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[___]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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</TABLE>
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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 following information is provided for each person:
(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 as well as working capital of affiliate.
ITEM 4. PURPOSE OF TRANSACTION
All of the reported shares are held for investment purposes.
The reporting person has 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;
(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;
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(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. Hayden
R. Fleming beneficially owns a total of 1,324,828 shares of the Company's
Common Stock representing approximately 6.2% 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 973,928 shares are owned by Circle
F Ventures, LLC, a limited liability company of which Hayden Fleming is
managing member. The remaining 165,000 shares are owned directly by Hayden
Fleming or by an individual retirement account for his benefit.
(b) Nature of Ownership. Hayden R. Fleming has sole power to vote
and direct the disposition of 1,138,928 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 Hayden R. Fleming during the 60 days
preceding the date of this Schedule 13D.
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>
08/25/98 10,000 $ 2.4475 Circle F Ventures LLC
08/25/98 5,000 $ 2.4475 Hayden R. Fleming IRA
08/25/98 5,000 $ 2.4475 LaDonna M. Fleming IRA
08/26/98 10,000 $ 2.00 Circle F Ventures LLC
08/26/98 7,000 $ 2.0625 Circle F Ventures LLC
08/26/98 5,000 $ 1.875 Hayden R. Fleming IRA
08/26/98 6,700 $ 1.75 LaDonna M. Fleming IRA
09/10/98 5,000 $ 1.9475 Hayden R. Fleming IRA
09/18/98 10,000 $ 2.0725 Circle F Ventures LLC
09/23/98 10,000 $ 1.3125 Hayden R. Fleming IRA
</TABLE>
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<TABLE>
<S> <C> <C> <C>
09/23/98 10,000 $ 1.3125 LaDonna M. Fleming IRA
09/24/98 125,000 $1.203925 Circle F Ventures LLC
09/25/98 275,000 $ 1.126 Circle F Ventures LLC
09/25/98 25,000 $ 1.03125 Fleming Trust
10/05/98 13,000 $ 1.03125 Fleming Trust
10/05/98 5,000 $ 1.00 Fleming Trust
10/06/98 86,000 $ .94959 Hayden R. Fleming IRA
10/08/98 30,000 $ .8125 Circle F Ventures LLC
10/09/98 30,000 $ .78125 Fleming Trust
10/09/98 20,000 $ .78125 Hayden R. Fleming IRA
</TABLE>
(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 9, 1998
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Date
/s/ Hayden R. Fleming
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Hayden R. Fleming
Name/Title
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