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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. 2)
Norland Medical Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
656031 10 1
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(CUSIP Number)
Reynald G. Bonmati
Premium Point
New Rochelle, NY 10801
(914) 576-6032
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 1, 1997
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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 / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
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.
* 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. 656031-10-1 Page 2 of 5 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Reynald G. Bonmati (Soc. Sec. No. ###-##-####)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /x/
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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
U.S. citizen
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 1,132,500
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,050,000
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(9) SOLE DISPOSITIVE POWER
1,132,500
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(10) SHARED DISPOSITIVE POWER
1,050,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,500
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
CUSIP NO. 656031-10-1
Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.0005 per
share ("Common Stock"), of Norland Medical Systems, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 106 Corporate Park
Drive, Suite 106, White Plains, New York 10604.
Item 2. IDENTITY AND BACKGROUND.
The person filing this statement is Reynald G. Bonmati, whose
residence address is Premium Point, New Rochelle, New York 10801. The
undersigned is Chairman of the Board, President, Treasurer and a Director of the
Issuer. The undersigned is also a Managing Director of Norland Medical Systems,
B.V.; President and a Director of Norland Corporation; President and a Director
of The EICON Group, Inc.; and President and a Director of Novatech Resource
Corporation and Novatech Management Corporation.
During the past five years, the undersigned has not been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws.
The undersigned is a citizen of the United States.
Item 3. SOURCE AND AMOUNTS OF FUNDS OF OTHER CONSIDERATION.
On January 1, 1997 the undersigned exercised vested options
previously granted to the undersigned under the Issuer's Amended and Restated
1994 Stock Option and Incentive Plan. The undersigned purchased 187,500 shares
of Common Stock (the "Shares") at an aggregate exercise price of $112.50. The
undersigned holds options to purchase an additional 30,000 shares of Common
Stock at an exercise price of $15.00 per share. Options with respect to 7,500
of these shares became exercisable on January 1, 1997. Options for an
additional 7,500 shares will vest and become exercisable on each of January 1,
1998, January 1, 1999 and January 1, 2000.
Item 4. PURPOSE OF TRANSACTION.
The undersigned has acquired the 187,500 Shares as an investment.
It is possible that in the future the undersigned may acquire additional shares
of Common Stock, either by the grant or exercise of stock options or by open
market or private purchases, and may sell shares of Common Stock.
The undersigned has been President (chief executive officer) and
a director of the Issuer since the Issuer commenced operations in January of
1994. In such capacities, the undersigned is frequently involved in discussions
concerning, among other things, the Issuer's operating and other plans and
various potential transactions to which the Issuer might be a party.
Subject to the foregoing, the undersigned does not, in his
individual capacity, have any plans or proposals which relate to or would result
in:
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Page 4 of 5 Pages
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, 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 Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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 Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The undersigned may be deemed to be the beneficial owner of
2,182,500 shares of Common Stock (or 30.7% of the total outstanding). This
figure includes: (i) 1,132,500 shares owned directly by the undersigned
(including 7,500 shares which may be acquired upon the exercise of vested
options); (ii) 786,000 shares owned by Norland Partners, L.P. ("Norland
Partners"); and (iii) 264,000 shares owned by Novatech Ventures, L.P. ("Novatech
Ventures"). The undersigned may be deemed to beneficially own the shares owned
by Norland Partners and Novatech Partners due to his relationship with such
entities. The undersigned is President and a principal stockholder of (i)
Novatech Management Corporation, the sole general partner of Norland Partners,
and (ii) Novatech Resource Corporation, the sole general partner of Novatech
Ventures. The undersigned is also a limited partner of Novatech Ventures.
Beneficial ownership of the stock owned by Norland Partners and Novatech
Ventures is disclaimed by the undersigned, except to the extent of his
proportionate interest in such limited partnerships.
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Page 5 of 5 Pages
(b) The undersigned has sole power to vote and dispose of
1,132,500 shares of Common Stock owned directly by the undersigned and shared
power to vote and dispose of 786,000 shares of Common Stock owned by Norland
Partners and 264,000 shares of Common Stock owned by Novatech Ventures.
(c) There have been no transactions in securities of the Issuer
effected during the past sixty days by the undersigned other than the
acquisition of the 187,500 Shares, as described in Item 2.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the
securities of the Issuer owned by the undersigned, Norland Partners and Novatech
Partners.
(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.
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: January 9, 1997
/s/ Reynald G. Bonmati
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Reynald G. Bonmati
