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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.
(Name of Company)
Common Stock
(Title of Class of Securities)
656031 10 1
----------------------------------------
(CUSIP Number)
Reynald G. Bonmati
Premium Point
New Rochelle, NY 10801
(914) 576-1595
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 1999
----------------------------------------
(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 for other
parties to whom copies are to be sent.
* The remainder of this cover 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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norland Medical Systems B.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Netherlands corporation
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7 SOLE VOTING POWER
NUMBER OF
500,000
SHARES
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
500,000
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14 TYPE OF REPORTING PERSON*
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 656031-10-1 Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norland Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited partnership
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7 SOLE VOTING POWER
NUMBER OF
7,735,201
SHARES
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 500,000
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
7,735,201
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,235,201
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.6%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 656031-10-1 Page 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Novatech Management Corporation (the stockholders of which are
Reynald G. Bonmati and Albert S. Waxman)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited partnership
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7 SOLE VOTING POWER
NUMBER OF
396,049
SHARES
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,235,201
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
396,049
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,235,201
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,631,250
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
CUSIP No. 656031-10-1 Page 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bones, L.L.C.(the managing members of which are Reynald G. Bonmati and
Hans Schiessl)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited liability company
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,387,379
SHARES
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 500,000
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
9,387,379
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,887,379
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 656031-10-1 Page 6
On September 11, 1997, Norland Medical Systems, Inc. (the "Company")
purchased (the "Acquisition") all of the issued and outstanding stock of Norland
Corporation ("Norland Corp.") from Norland Medical Systems B.V. ("NMS BV"). The
purchase price for the Norland Corp. stock was $17,500,000, consisting of (a)
$1,250,000 cash paid to NMS BV at closing and (b) a 7% promissory note issued by
the Company to NMS BV. The Company had the right to pay principal of the note by
delivering shares of the Common Stock, par value $.0005 per share, of the
Company ("Common Stock"), valued at the average closing prices for the five
trading days preceding the payment date. The Acquisition was the subject of an
ongoing litigation in the Court of Chancery of the State of Delaware, New Castle
County. On December 31, 1998, the Company entered into a settlement agreement
with respect to this litigation. In connection with the settlement, the purchase
price of the Norland Corp. stock was reduced to $8,700,000. The 7% promissory
note was reduced by $8,800,000, an additional $1,890,000 of principal was paid
by the Company delivering 7,000,000 shares of Common Stock to NMS BV valued at
the five day average closing price formula referred to above ($.27 per share),
and a new 62% promissory note in the principal amount of $5,560,000 was issued
to NMS BV (the "Amended Note").
In March, 1999, the Company exercised its right to pay an additional
$4,310,000 of principal of the Amended Note by the issuance of 11,122,580 shares
of the Company's Common Stock ($.39 per share). These 11,122,580 shares, when
added to the shares then outstanding and reserved for issuance exceeded the
Company's 20,000,000 authorized shares of Common Stock by 6,534,111 shares.
Accordingly, the Company issued 4,588,469 of such 11,122,580 shares. Issuance of
the remaining 6,534,111 shares was subject to stockholder approval of an
increase in the amount of the Company's authorized Common Stock at the 1999
annual meeting. The increase in authorized stock was approved at the
stockholders' meeting held on June 2, 1999, and on June 8, 1999 the Company's
Certificate of Incorporation was amended to increase the amount of authorized
Common Stock to 45,000,000 shares. The 11,122,580 shares issued in partial
payment of the Amended Note and 6,000,000 of the 7,000,000 shares issued in
December are held by Norland Partners, L.P. ("Norland Partners"), and Bones,
L.L.C. ("Bones"), stockholders of NMS BV. Of the remaining 1,000,000 shares, NMS
BV holds 500,000 shares, and 500,000 shares were transferred by NMS BV to former
shareholders of NMS BV in partial consideration for the termination of their
interests in NMS BV.
Novatech Management Corporation ("Novatech Management") is the sole
general partner of Norland Partners. Novatech Management is the owner of 396,049
shares of Common Stock. These shares were transferred to Novatech Management by
Norland Partners in 1997.
NMS BV, Norland Partners, Novatech Management and Bones disclaim
that they constitute a "person" or "group" as such terms are used in Section
13(d) of the Securities Exchange Act of 1934. Each of NMS BV, Norland Partners,
Novatech Management and Bones disclaims beneficial ownership of the Common Stock
owned by the other entities. The filing of this Schedule 13D shall not be
construed as an admission of such beneficial ownership or that NMS BV, Norland
Partners, Novatech Management and Bones constitute such a person or group.
Item 1. SECURITY AND COMPANY
This statement relates to the Common Stock of Norland Medical
Systems, Inc. The principal executive offices of the Company are located at 106
Corporate Park Drive, Suite 106, White Plains, New York 10604.
Item 2. IDENTITY AND BACKGROUND.
Norland Medical Systems B.V. is a Netherlands corporation with an
address at Admiraliteskade 50, 3063 ED Rotterdam, P. O. Box 4433, 3006 AK
Rotterdam, The Netherlands. The names and addresses of the managing directors of
NMS BV are as follows: Reynald G. Bonmati, whose address is Premium Point, New
Rochelle, New York 10801; Hans Schiessl, whose address is Markgrafenstrasse 8,
75117 Pforzheim, Germany; and Albert S. Waxman, whose address is 137 East Inlet
Drive, Palm Beach, Florida 33480. The principal business of NMS BV is that of a
holding company. The principal occupation and employment of Mr. Bonmati is that
of President of Norland Medical Systems,, Inc. The principal occupation or
employment of Mr. Schiessl is that of Geschaftsfuhrer (chief executive officer)
of Stratec Medizintechnik GmbH. The principal occupation or employment of Dr.
Waxman is that of Senior Managing Partner, Psilos Group Managers, LLC, an
investment firm. Mr. Bonmati and Dr. Waxman are citizens of the United States.
Mr. Schiessl is a citizen of Germany.
Norland Partners, L.P., is a Delaware limited partnership with an
address at Premium Point, New Rochelle, New York 10801. The principal business
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CUSIP No. 656031-10-1 Page 7
of Norland Partners is that of a private investment fund. The sole general
partner of Norland Partners is Novatech Management Corporation, a Delaware
corporation with an address at Premium Point, New Rochelle, New York 10801. Mr.
Bonmati and Dr. Waxman are the directors and stockholders of Novatech
Management.
Bones L.L.C. is a Delaware limited liability company with an address
at Premium Point, New Rochelle, New York 10801. The principal business of Bones
is that of a private investment firm. The managing members of Bones are Reynald
G. Bonmati and Hans Schiessl.
Neither NMS BV, Norland Partners, Novatech Management, Bones, Mr.
Bonmati, Mr. Schiessl nor Dr. Waxman has, during the past five years, 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.
Item 3. SOURCE AND AMOUNTS OF FUNDS OF OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
This Amendment is being filed as a result of the issuance of the
6,534,111 shares of Common Stock, as described above. It is possible that in the
future the undersigned may acquire additional shares of Common Stock and may
transfer or sell shares of Common Stock.
Subject to the foregoing, the undersigned do not have any 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,
reorganization 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;
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CUSIP No. 656031-10-1 Page 8
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws 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 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 COMPANY.
(a) NMS BV may be deemed to be the beneficial owner of 500,000
shares (2.0% of the total outstanding). Norland Partners may be deemed to be the
beneficial owner of 8,235,201 shares (32.6% of the total outstanding). This
figure includes: (i) 7,735,201 shares owned directly by Norland Partners; and
(ii) the 500,000 shares owned by NMS BV. Novatech Management may be deemed to be
the beneficial owner of 8,631,250 shares (34.1% of the total outstanding). This
figure includes: (i) 396,049 shares owned directly by Novatech Management; (ii)
the 500,000 shares owned by NMS BV; and (iii) the 7,735,201 shares owed by
Norland Partners. Bones may be deemed to be the owner of 9,887,379 shares
(39.1%) of the total outstanding. This figure includes: (i) 9,387,379 shares
owned directly to Bones; and (ii) the 500,000 shares owned by NMS BV. Norland
Partners, Novatech Management and Bones may be deemed to beneficially own the
shares owned by NMS BV due to their relationships with NMS BV, and Novatech
Management may be deemed to beneficially own the shares owned by Norland
Partners due to its relationship with Norland Partners. Norland Partners and
Bones are stockholders of NMS BV, and Novatech Management is the sole general
partner of Norland Partners. Beneficial ownership of the shares owned by NMS BV
is disclaimed by Norland Partners, Novatech Management and Bones, except to the
extent of their proportionate interest in NMS BV. Beneficial ownership of the
shares owned by Norland Partners is disclaimed by Novatech Management, except to
the extent of its proportionate interest in Norland Partners.
(b) NMS BV has sole power to vote and dispose of the 500,000 Shares
owned directly by it. Norland Partners has sole power to vote and dispose of the
7,735,201 shares owned directly by Norland Partners. Novatech Management has
sole power to vote and dispose of the 396,049 shares owned directly by Novatech
Management. Bones has sole power to vote and dispose of the 9,387,379 shares
owned directly by Bones. Norland Partners, Novatech Management and Bones may be
deemed to have shared power to vote and dispose of the 500,000 shares owned by
NMS BV. Novatech Management may be deemed to have shared power to vote and
dispose of the 7,735,201 shares owned by Norland Partners.
(c) There have been no transactions in securities of the Company
effected during the past sixty days by the undersigned other than as described
herein.
(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 Company owned by NMS BV, Norland Partners, Novatech Management and Bones.
(e) Not applicable.
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CUSIP No. 656031-10-1 Page 9
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY
The shares were issued pursuant to the Stock Purchase Agreement
dated as of February 26, 1997, as amended by an Amendment to Stock Purchase
Agreement dated as of December 31, 1998. The Agreement contains provisions
pursuant to which, among other things, shares issued pursuant to such Agreement
have certain registration rights.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Exhibit to April 19, 1999 Amendment No. 1
to Schedule 13D).
2. Amendment to Stock Purchase Agreement between the Company and NMS
BV (Exhibit to original January 9, 1999 Schedule 13D).
3. Stock Purchase Agreement between the Company and NMS BV (this
Agreement is an Exhibit to the Company's Proxy Statement filed with the
Securities and Exchange Commission on July 25, 1997 and is incorporated herein
by reference).
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CUSIP No. 656031-10-1 Page 10
After reasonable inquiry and to the best of its knowledge and
belief, each of NMS BV, Norland Partners, Novatech Management and Bones
certifies that the information set forth in this statement is true, complete and
correct.
Dated: June 15, 1999
NORLAND MEDICAL SYSTEMS B.V.
By: /s/ Reynald G. Bonmati
-----------------------------------
Reynald G. Bonmati
Managing Director
NORLAND PARTNERS, L.P.
By: Novatech Management Corporation
General Partner
By: /s/ Reynald G. Bonmati
-----------------------------------
Reynald G. Bonmati
President
NOVATECH MANAGEMENT CORPORATION
By: /s/ Reynald G. Bonmati
-----------------------------------
Reynald G. Bonmati
President
BONES, L.L.C.
By: /s/ Reynald G. Bonmati
-----------------------------------
Reynald G. Bonmati
Managing Member
