SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934/1/
(Amendment No. 1)
ELECTROSCOPE, INC.
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(Name of issuer)
COMMON STOCK, NO PAR VALUE
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(Title of class of securities)
286135108
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(CUSIP number)
Karl Hawkins, 4828 Sterling Drive,
BOULDER, COLORADO 80301, (303)444-2600
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(Name, address and telephone number of person
authorized to receive notices and communications)
APRIL 1, 1998
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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.
(Continued on following pages)
(Page 1 of 9 Pages)
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1 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 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. 286135108 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vern D. Kornelsen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X] /1/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF /2/
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,944,321
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER
1,944,321
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,944,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14 TYPE OF REPORTING PERSON*
IN
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/1/ See Item 5(b).
/2/ See Item 3.
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CUSIP No. 286135108 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMED Partners LLLP, Iden. No. 84-1164484
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X] /3/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO /4/
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,806,100 /5/
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER
1,806,100 /6/
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,806,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
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3 See Item 5(b).
4 See Item 3.
5 See Item 5(b).
6 See Item 5(b).
<PAGE>
CUSIP No. 286135108 13D Page 4 of 9 Pages
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14 TYPE OF REPORTING PERSON*
PN
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Page 5 of 9 Pages
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This Schedule 13D constitutes Amendment No. 1 to the Schedule 13D
filed with the Securities and Exchange Commission on January 12, 1998 on behalf
of Vern D. Kornelsen ("Kornelsen"). This Amendment No. 1 is being filed for the
purpose of reporting certain changes which occurred on April 1, 1998, including
the addition of CMED Partners LLLP ("CMED") as a reporting person. Prior to
April 1, 1998, CMED did not have an obligation to file a Schedule 13D because it
did not beneficially own more than 5% of the subject securities prior to that
date.
Item 1. SECURITY AND ISSUER.
This Schedule 13D is filed with respect to shares of Common Stock,
no par value ("Common Stock"), of Electroscope, Inc., a Colorado corporation
(hereinafter "Electroscope" or the "Company"). The Company's principal executive
offices are located at 4828 Sterling Drive, Boulder, Colorado.
Item 2. IDENTITY AND BACKGROUND.
(a), (b) and (c). This Schedule 13D is being filed by Kornelsen,
whose residence and business address is 4605 Denice Drive, Englewood, Colorado
80111. The principal occupation of Kornelsen is as a self-employed certified
public accountant.
This Schedule 13D also is being filed on behalf of CMED, whose
principal business consists of acquiring, owning, selling and otherwise dealing
in the shares of capital stock, warrants, notes and other securities of
Electroscope and other entities identified by Kornelsen as appropriate
investments for CMED. CMED's principal office is located at 4605 Denice Drive,
Englewood, Colorado 80111.
A joint filing agreement is attached hereto as Exhibit A.
(d) and (e). Neither Kornelsen nor CMED has, during the last five
years, been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations of
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Kornelsen is a citizen of the United States of America. CMED is
organized under the laws of the State of Colorado.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 1, 1998, CMED purchased 779,000 shares of the Company's
Common Stock for $1.00 per share. On April 1, 1998, one of CMED's limited
partners contributed 779,000 shares of the Company's Common Stock to the
partnership. The limited
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Page 6 of 9 Pages
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partner's capital account with CMED was credited $1.375 for each of the 779,000
shares contributed.
Item 4. PURPOSE OF TRANSACTION.
Except as described below, neither Kornelsen nor CMED has any
present plans or proposals that relate to or would result in any transaction,
event or action of the type described in paragraphs (a) through (j) of Item 4.
Kornelsen and CMED, however, reserve the right to adopt such plans or proposals
in the future, subject to applicable regulatory requirements, if any.
Depending on market conditions, Kornelsen plans to purchase an
undetermined number of additional shares of the Company from time to time.
Further, Kornelsen has met with Pat Crane, the Company's President and Chief
Executive Officer, and requested to be elected a director as soon as possible.
In the event that the existing board of directors does not promptly respond to
Kornelsen's request to be elected, Kornelsen reserves the right to call a
special meeting of the shareholders to vote on the election of himself, and
possibly other nominees, to the Company's board of directors.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) For the purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act"), Kornelsen beneficially owns 1,944,321 shares of
Common Stock which constitute 36.1% of the outstanding and issued Common Stock
of the Company. For the purposes of Section 13(d) of the Act, CMED beneficially
owns 1,806,100 shares of Common Stock which constitute 33.5% of the outstanding
and issued Common Stock of the Company.
(b) Kornelsen owns 100,005 shares of the Company's Common Stock
individually and has sole voting and dispositive power with respect to those
shares. As President of Tienet, Inc. ("Tienet"), a Colorado corporation,
Kornelsen has sole voting and dispositive power with respect to an additional
38,216 shares of the Company's Common Stock. As the general partner of CMED,
Kornelsen has sole power to direct the vote and disposition of another 1,806,100
shares of the Company's Common Stock. Thus, Kornelsen has sole voting and
dispositive power with respect to 1,944,321 shares of the Company's Common
Stock.
CMED is the registered owner of 1,806,100 shares of the Company's
Common Stock. However, although CMED is the registered owner of 1,806,100 shares
of the Company's Common Stock, Kornelsen, as the General Partner of CMED, has
the sole power to direct the vote and disposition of those shares.
Although Kornelsen is President of Tienet and General Partner of
CMED, Kornelsen, pursuant to Rule 13d-4 under the Act, declares that the filing
of this schedule shall not be construed as an admission he is, for the purposes
of Sections 13(d) and 13(g) of
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Page 7 of 9 Pages
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the Act, the beneficial owner of the Company's Common Stock owned by Tienet and
CMED except as expressly stated herein. Kornelsen further disclaims the
existence of a "group" within the meaning of Section 13(d)(3) of the Act as
there is no agreement amongst Kornelsen, Tienet or CMED to act together for the
purposes of acquiring, holding, voting or disposing of the Company's Common
Stock.
CMED, pursuant to Rule 13d-4 under the Act, declares that the filing
of this schedule shall not be construed as an admission it is, for the purposes
of Sections 13(d) and 13(g) of the Act, the beneficial owner of the Company's
Common Stock owned by Tienet and Kornelsen. CMED further disclaims the existence
of a "group" within the meaning of Section 13(d)(3) of the Act as there is no
agreement amongst Kornelsen, Tienet or CMED to act together for the purposes of
acquiring, holding, voting or disposing of the Company's Common Stock.
(c) CMED purchased 20,000 shares of Electroscope (less than one
percent of the shares outstanding) on March 17, 1998.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information as set forth in this
initial filing is true, complete and correct.
/s/Vern D. Kornelsen
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Vern D. Kornelsen
/s/Vern D. Kornelsen
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Vern D. Kornelsen
General Partner, CMED Partners LLLP
Dated: April 7, 1998
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Page 9 of 9 Pages
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Exhibit A
to
SCHEDULE 13G
Vern D. Kornelsen
and
CMED PARTNERS LLLP
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as
amended, Vern D. Kornelsen, a Colorado resident, and CMED Partners LLLP, a
Colorado limited liability limited partnership, hereby agree that the preceding
Schedule 13G is being filed on behalf of each of them.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on this
day of April 7, 1998.
/s/Vern D. Kornelsen
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Vern D. Kornelsen
/s/Vern D. Kornelsen
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Vern D. Kornelsen
General Partner, CMED Partners LLLP
