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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. 4)
Norland Medical Systems, Inc.
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(Name of Company)
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) 576-1595
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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 ss.ss.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 ss.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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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reynald G. Bonmati (Soc. Sec. No. ###-##-####)
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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*
PF
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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
U.S. citizen
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7 SOLE VOTING POWER
NUMBER OF
1,137,662
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
7,483,891
OWNED BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,137,662
REPORTING -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
7,483,891
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,621,553
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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)
60.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 656031-10-1 Page 3 of 6 Pages
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 has been 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
6 1/2% promissory note in the principal amount of $5,560,000 was issued to NMS
BV.
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.
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
Company. The undersigned is also a managing director of NMS BV; and President
and a Director of Novatech Resource Corporation ("Novatech Resource") and
Novatech Management Corporation ("Novatech Management").
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.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
This Amendment is being filed as a result of the issuance of
shares of Common Stock to NMS BV, as described above. It is possible that in the
future the undersigned may acquire additional
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Page 4 of 6 Pages
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 Company since the Company commenced operations in January
of 1994. In such capacities, the undersigned is frequently involved in
discussions concerning, among other things, the Company's operating and other
plans and various potential transactions to which the Company 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:
(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;
(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) The undersigned may be deemed to be the beneficial owner
of 8,621,553 shares of Common Stock (or 60.3% of the total outstanding). This
figure includes: (i) 1,037,662 shares owned directly by the undersigned
(including 130,000 shares which may be acquired upon the exercise of
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Page 5 of 6 Pages
options exercisable within the next 60 days)1/; (ii) 7,000,000 shares owned by
NMS BV; (iii) 396,049 shares owned by Novatech Management; and (iv) 87,842
shares owned by Novatech Resource. The undersigned may be deemed to beneficially
own the shares owned by NMS BV, Novatech Management and Novatech Resource due to
his relationship with such entities. The undersigned is a managing director of
NMS BV. Norland Partners, L.P. ("Norland Partners"), is a stockholder of NMS BV,
and Novatech Management is the sole general partner of Norland Partners. The
undersigned is President and a principal stockholder of both Novatech Management
and Novatech Resource. Beneficial ownership of the stock owned by NMS BV,
Novatech Management and Novatech Resource is disclaimed by the undersigned,
except to the extent of his proportionate interest in such entities. The above
ownership figures do not include a total of 21,100 shares of Common Stock owned
by the undersigned's wife, as trustee for their children, with respect to which
the undersigned disclaims beneficial ownership.
(b) The undersigned has sole power to vote and dispose of
1,137,662 shares of Common Stock owned directly by the undersigned and shared
power to vote and dispose of (i) the 7,000,000 shares of Common Stock owned by
NMS BV, (ii) the 396,049 shares of Common Stock owned by Novatech Management and
(iii) the 87,842 shares of Common Stock owned by Novatech Resource.
(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 the undersigned, NMS BV, Novatech Management
and Novatech Resource.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
SECURITIES OF THE COMPANY
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
1/ The undersigned holds options to purchase a total of 360,000 shares of Common
Stock under the Company's Amended and Restated 1994 Stock Option and Incentive
Plan. These options were issued on December 14, 1998 to replace previously
granted options that were cancelled.
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Page 6 of 6 Pages
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 8, 1999
/S/ REYNALD G. BONMATI
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Reynald G. Bonmati
