UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NORLAND MEDICAL SYSTEMS, INC.
(Name of Issuer)
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)
December 31, 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 that 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-2(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits, should be filed with the
Commission. 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 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
"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).
<PAGE>
CUSIP No. 656031-10-1 Page 2 of 12
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Norland Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( )
(b) (x)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited partnership
--------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 656031-10-1 Page 3 of 12
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Novatech Management Corporation (the stockholders of which are
Reynald G. Bonmati and Albert S. Waxman)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( )
(b) (x)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware corporation
--------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF SHARES
BENEFICIALLY 3,371,155
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,371,155
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,371,155
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 656031-10-1 Page 4 of 12
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bones, L.L.C. (the managing members of which are Reynald G. Bonmati
and Hans Schiessl)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( )
(b) (x)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited liability company
--------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF SHARES
BENEFICIALLY 10,234,833
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 500,000
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,234,833
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,734,833
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 656031-10-1 Page 5 of 12
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Albert S. Waxman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ( )
(b) (x)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
--------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 3,371,155
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,371,155
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,371,155
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 656031-10-1 Page 6 of 12
Statement on Schedule 13D/A
This Amendment amends the Statement on Schedule 13D of the undersigned
filed with the Securities and Exchange Commission on January 14, 2000 (the
"Original Statement") with respect to the beneficial ownership by such persons
of shares of common stock, $.0005 par value per share ("Common Stock"), of
Norland Medical Systems, Inc., a Delaware corporation (the "Issuer"). The filing
of this Amendment is occasioned by certain errors in the reporting of certain
transfers of the shares as described herein. This Amendment takes the place of
the Original Statement.
As of December 31, 1999, Norland Partners, L.P. ("Norland Partners")
distributed all of the 7,735,201 shares of Common Stock of the Issuer owned by
it to its partners in the following amounts: (i) 35,266 shares to John W.
Buckman, a former associate of Novatech Management Corporation ("Novatech
Management"), the general partner of Norland Partners; (ii) 2,975,106 shares to
Novatech Management; (iii) 2,397,846 shares to Novatech Ventures L.P. ("Novatech
Ventures"); and (iv) 2,326,983 shares to certain other partners (individuals and
entities) of Norland Partners otherwise unrelated to Issuer.
Novatech Management, after acquiring the 2,975,106 shares from Norland
Partners on December 31, 1999, held 3,371,155 shares, including 369,049 shares
it previously owned. The Original Statement erroneously described a distribution
by Novatech Management of all of its shares to its two shareholders, Albert S.
Waxman and Reynald G. Bonmati, which transaction did not, in fact, occur. Mr.
Bonmati has filed his own amended Schedule 13D with respect to his beneficial
ownership of securities of the Issuer.
Novatech Ventures, after acquiring the 2,397,846 shares of Common Stock
on December 31, 1999 from Norland Partners, immediately distributed such shares
to its partners in the following amounts: (i) 847,454 shares to Bones, L.L.C.
("Bones"); (ii) 240,524 shares to Michael Huber, a Director of the Issuer; (iii)
295,290 shares to Mary Baker, wife of James Baker, a Director of the Issuer;
(iv) 558,801 shares to Reynald G. Bonmati, the Chairman of the Board, President,
Treasurer and a Director of the Issuer, in repayment of an advance to the
partnership in the amount of $311,706; (v) 3,089 shares to Sandrine Bonmati
Trust in repayment of an advance to the partnership in the amount of $1,723;
<PAGE>
CUSIP No. 656031-10-1 Page 7 of 12
(vi) 21,767 shares to Chrystele Bonmati Trust, in repayment of an advance to the
partnership in the amount of $12,142; and (vii) 430,921 shares to certain
partners (individuals and entities) of Novatech Ventures otherwise unrelated to
the Issuer or its officers or directors.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of the Issuer, Norland
Medical Systems, Inc. The principal executive office of the Issuer is located at
106 Corporate Park Drive, Suite 106, White Plains, New York 10604.
ITEM 2. IDENTITY AND BACKGROUND.
The Amended Statement is being filed jointly by Norland Partners,
Novatech Management, Bones and Albert S. Waxman.
Norland Partners is a Delaware limited partnership with an address at
Premium Point, New Rochelle, New York 10801. The principal business of Norland
Partners is that of a private investment fund. Norland Partners no longer
beneficially owns any shares of the Issuer. Accordingly, pursuant to regulation
section 240.13d-2, Norland Partners is not required to make any additional
filings unless it hereafter becomes the beneficial owner of more than five
percent of the class and is required to file pursuant to section 240.13d-1.
The sole general partner of Norland Partners is Novatech Management, a
Delaware corporation with an address at Premium Point, New Rochelle, New York
10801. Mr. Bonmati, whose residence address is Premium Point, New Rochelle, New
York 10801, and Dr. Waxman, whose address is provided below, are the directors,
executive officers and stockholders of Novatech Management. The Original
Statement erroneously reported that Novatech Management no longer beneficially
owned any shares of the Issuer.
Bones 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.
Albert S. Waxman is a United States citizen with an address at 137
East Inlet Drive, Palm Beach, Florida 33480. The principal occupation or
employment of Dr. Waxman is that of Senior Managing Partner, Psilos Group
Managers, LLC, an investment firm. Dr. Waxman is a Director of the Issuer, and a
principal shareholder of Novatech Management. This is Dr. Waxman's initial
Schedule 13D filing.
<PAGE>
CUSIP No. 656031-10-1 Page 8 of 12
During the past five years, none of the foregoing parties, including
any of their executive officers or directors, has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment is being filed as a result of the transactions described
above. The reporting persons have no present plans or proposals that relate to
or would result in or cause:
(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;
<PAGE>
CUSIP No. 656031-10-1 Page 9 of 12
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a
national securities exchange or to cease to be authorized to
be quoted in an interdealer 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; or
(j) any action similar to any of those enumerated above.
The filing persons reserve the right to adopt such plans and proposals
subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 12, 1999, there were 25,956,278 shares of
Common Stock of the Issuer outstanding.
(1) As of December 31, 1999, Norland Partners has distributed
all of its 7,735,201 shares of Common Stock to its partners. Norland Partners
currently does not beneficially own any shares, or 0% of the outstanding Common
Stock of the Issuer.
(2) As of December 31, 1999, Novatech Management acquired
2,975,106 shares of Common Stock from Norland Partners and, including the
369,049 shares it previously owned, holds 3,371,155 shares of Common Stock.
Novatech Management Corporation currently beneficially owns 12.9% of the
outstanding Common Stock of the Issuer.
(3) As of December 31, 1999, Bones acquired 847,454 additional
shares of Common Stock from Novatech Ventures. Bones may currently be deemed to
beneficially own 10,734,833 shares of the Issuer's Common Stock, which
represents 41.4% of the outstanding Common Stock.
(4) As of December 31, 1999, Albert Waxman does not directly
own any shares of Common Stock; however Mr. Waxman may currently be deemed to be
a beneficial owner of 3,371,155 shares of the outstanding Common Stock (or 12.9%
of the total outstanding).
<PAGE>
CUSIP No. 656031-10-1 Page 10 of 12
(b) Norland Partners has sole power to vote and dispose of 0 shares of
Common Stock and shared power to vote and dispose of 0 shares of Common Stock.
Novatech Management has sole power to vote and dispose of 3,371,155 shares of
Common Stock representing 12.9% of the outstanding Common Stock and shared power
to vote and dispose of 0 shares of Common Stock. Bones has sole power to vote
and dispose of 10,234,833 shares of Common Stock representing 41.4% of the
outstanding Common Stock and has, as a result of being the control shareholder
of Norland Medical Systems B.V., which holds 500,000 shares of Common Stock,
shared power to vote and dispose of such 500,000 shares. Mr. Waxman has sole
power to vote and dispose of 0 shares of Common Stock and shared power to vote
and dispose of 3,371,155 shares of Common Stock representing 12.9%, of the total
outstanding.
(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) Except as set forth in this Amended Statement, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities of, the Issuer
that are owned beneficially by the reporting persons.
(e) Norland Partners ceased to be beneficial owner of more than five
percent of the Common Stock on December 31, 1999. Accordingly, pursuant to
Regulation Section 240.13d-2, it is not required to make any additional filings
unless it either hereafter becomes the beneficial owner of more than five
percent of the class and is required to file pursuant to 240.13d-1. Item 5(e) is
not applicable to Bones or Dr. Waxman.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO THE
SECURITIES OF THE COMPANY
Pursuant to the Norland Partners Partnership Agreement, the shares
distributed by Norland Partners to its partners on December 31, 1999 were valued
at the average of the closing bid and ask prices for the last five trading days
ending on the day of the transfer. Such shares were valued at $0.55781 per
share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement.
<PAGE>
CUSIP No. 656031-10-1 Page 11 of 12
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, each of Norland Partners, Novatech Management Corporation, Bones and
Albert S. Waxman certifies that the information set forth in this statement is
true, complete and correct.
Date: July 19, 2000
NORLAND PARTNERS, L.P.
By: Novatech Management Corporation,
General Partner
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
President
NOVATECH MANAGEMENT CORPORATION
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
President
BONES, L.L.C.
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
Managing Member
Albert S. Waxman
------------------------
Albert S. Waxman
<PAGE>
CUSIP No. 656031-10-1 Page 12 of 12
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with the Rule 13d-1(k)(1) under the Securities Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Schedule 13D (including amendments thereto) with respect to the Common
Stock of Norland Medical Systems, Inc. and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filing. In evidence thereof,
the undersigned, being duly authorized, hereby execute this Agreement this 11th
day of January, 2000.
NORLAND PARTNERS, L.P.
By: Novatech Management Corporation,
General Partner
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
President
NOVATECH MANAGEMENT CORPORATION
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
President
BONES, L.L.C.
By: Reynald G. Bonmati
---------------------------------
Reynald G. Bonmati
Managing Member
Albert S. Waxman
------------------------
Albert S. Waxman
