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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Dexterity Surgical, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
531928 10 9
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(CUSIP Number)
Steven K. Chance, Esquire
Vice President and General Counsel
Teleflex Incorporated
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pennsylvania 19462
(610) 834-6301
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With Copy To:
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Donald Beckman, Esquire
Saul, Ewing, Remick & Saul LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186
(215) 972-7777
March 18, 1999
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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 the statement [ ].
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 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. 531928 10 9 Page 2 of 14
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1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Teleflex Incorporated
23-1147939
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2. Check the appropriate box if a member of a group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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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
The Reporting Person is organized under the laws of the State of
Delaware
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Number of Shares 7. Sole Voting Power 0
Beneficially Owned By Each 8. Shared Voting Power 1,885,641
Reporting Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power 1,885,641
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,641
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
18.46%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 531928 10 9 Page 3 of 14
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
TFX Equities Incorporated
23-2494396
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2. Check the appropriate box if a member of a group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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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
The Reporting Person is organized under the laws of the State of
Delaware
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Number of Shares 7. Sole Voting Power 0
Beneficially Owned By Each 8. Shared Voting Power 1,885,641
Reporting Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power 1,885,641
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,641
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
18.46%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 531928 10 9 Page 4 of 14
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Item 1. Security and Issuer
(a) Title of Class of Securities
Common stock, $.001 par value per share.
(b) Name and Address of Principal Executive Offices of Issuer
Dexterity Surgical, Inc.
12961 Park Central, Suite 1300
San Antonio, Texas 78216
Item 2. Identity and Background
(a) Name of Reporting Persons
The names of the reporting persons are Teleflex Incorporated, a
Delaware corporation ("Teleflex"), and TFX Equities Incorporated, a Delaware
corporation ("TFX", and with Teleflex, the "Reporting Persons"). TFX is a
wholly-owned subsidiary of Teleflex.
The name, address, present principal occupation or employment and,
if applicable, the name, principal business and address of any corporation or
other organization in which such employment is conducted, of the directors and
executive officers of the Reporting Persons (collectively, the "Directors and
Executive Officers") are set forth in Appendix I hereto, which is incorporated
herein by reference.
(b) Sate of Organization
The Reporting Persons are each organized under the laws of the State
of Delaware
(c) Principal Business of Reporting Persons; Address of Principal
Office of Reporting Persons
Principal Business of Reporting Persons
The principal business of Teleflex is designing, manufacturing and
selling engineered products and services for the automotive, marine, industrial,
medical and aerospace markets.
The principal business of TFX is conducting business development
activities for Teleflex. Specifically, TFX manages the merger, acquisition
and divestiture activity of Teleflex.
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CUSIP No. 531928 10 9 Page 5 of 14
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Address of Principal Office of Reporting Persons
Teleflex Incorporated
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pennsylvania 19462
TFX Equities Incorporated
1787 Sentry Parkway West
Bldg. Sixteen, Suite 220
Blue Bell, PA 19422
(d) Criminal Convictions in the Previous Five Years
None.
(e) Violation of Federal or State Securities Laws
None.
(f) Citizenship of Directors and Executive Officers of the Reporting
Persons
Each of the Directors and Executive Officers is a United States
citizen, except for Mr. Lubsen, who is a Dutch national.
Item 3. Source and Amount of Funds or Other Consideration
On December 18, 1998, Dexterity Incorporated ("Dexterity") and the
Issuer entered into a Plan of Merger and Acquisition Agreement (the "Merger
Agreement"), whereby Dexterity agreed to merge with and into the Issuer, with
the Issuer being the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, as consideration for the Merger, the
Reporting Persons received, among other consideration: 1,885,641 shares of
common stock of the Issuer and warrants to purchase 942,820 of common stock of
the Issuer at an exercise price of $2.00 per share.
The Merger became effective on March 18, 1999.
Item 4. Purpose of Transaction
The securities acquired as a result of the Merger referred to in Item 3
were acquired for investment purposes. Pursuant to the terms of the Merger, the
Reporting Persons may not acquire additional shares of Common Stock if such
acquisition would result in the Reporting Persons beneficially owning more than
25% of the outstanding Common Stock.
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CUSIP No. 531928 10 9 Page 6 of 14
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Pursuant to the Merger Agreement, Teleflex was granted the right to
appoint two new and additional members to the Board of Directors of the Issuer.
Teleflex will retain this right so long as the Reporting Persons continue to
hold a certain portion of the Common Stock which the Reporting Persons acquired
in the Merger.
At this time, the Reporting Persons do not contemplate seeking to effect
any other action that would be required to be disclosed pursuant to this Item 4.
Item 5. Interest in Securities of the Issuer
(a)(b) Amount and Percent Beneficially Owned; Power to Vote and Dispose
of Shares
TFX beneficially owns, 1,885,641 shares of common stock of the Issuer,
which represents approximately 18.46% of all the outstanding Common Stock.
Because Teleflex owns all the outstanding capital stock of TFX, Teleflex may be
deemed to be the beneficial owner of such securities, with Teleflex and TFX
sharing the power to vote and dispose of such securities.
(c) Transactions in the Class of Securities
Except as described in Item 3 above, the reporting person did not engage
in any transactions in the common stock of the Issuer during the past 60 days.
(d) Right of Any Other Person(s) to Receive or Power to Direct the
Receipt of Dividends from, or Proceeds from the Sale of, the
Securities
Not applicable.
(e) Date on Which the Reporting Person Ceased to be Beneficial Owner of
More than 5% of Securities
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described below, the Reporting Persons are not parties to any
contracts, arrangements, understandings or relationships with respect to
securities of the Issuer. Pursuant to the Merger Agreement, TFX and the Issuer
are parties to agreements relating the issuance of warrants as consideration in
the Merger.
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CUSIP No. 531928 10 9 Page 7 of 14
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Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and TFX
Equities Incorporated.
The Plan of Merger and Acquisition Agreement between Dexterity
Incorporated and Issuer dated December 18, 1998 as filed by the Issuer on
February 18, 1999, as Attachment A to its Definitive Proxy Statement, is hereby
incorporated by reference.
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CUSIP No. 531928 10 9 Page 8 of 14
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SIGNATURE
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.
Teleflex Incorporated,
By: /S/ John J. Sickler
----------------------
Name: John J. Sickler
Title: Senior Vice President
TFX Equities Incorporated,
By: /S/ John J. Sickler
----------------------
Name: John J. Sickler
Title: President
Dated: April 9, 1999
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CUSIP No. 531928 10 9 Page 9 of 14
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APPENDIX I
The following are the names, addresses, present principal occupation or
employment and, if applicable, the names, principal businesses and addresses of
any corporation or other organization in which such employment is conducted, of
the Directors and Executive Officers.
Teleflex Directors
<TABLE>
<CAPTION>
Name Principal Occupation Address
<S> <C> <C>
Patricia C. Barron Business Consultant 159 East 78th Street
(Self-Employed) New York, NY 10021
Donald Beckman Special Counsel, Saul, Ewing, Saul Ewing Remick & Saul, LLP
Remick & Saul LLP, attorney 1500 Market Street, 38th Floor
Centre Square West
Philadelphia, PA 19102
Lennox K. Black Chairman of the Board and Teleflex Incorporated
Director of Teleflex 630 W. Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
David S. Boyer President, Chief Executive Teleflex Incorporated
Officer and Director 630 W. Germantown Pike
of Teleflex Suite 450
Plymouth Meeting, PA 19462
William R. Cook Business Consultant 937 Macclesfield Road
(Self-Employed) Furlong, PA 18925
Joseph S. Gonnella, M.D. Senior Vice President and Jefferson Medical College
Dean, Jefferson Medical 1025 Walnut Street
College Philadelphia, PA 19107-5083
Lewis E. Hatch, Jr. Business Consultant 1008 Sea Palms West Drive
(Self-Employed) St. Simons, GA 31522
Pemberton Hutchinson Chairman and Director, Westmoreland Coal Company Inc.
Westmoreland Coal Company, 2 N. Cascade Avenue, 14th Floor
a mining company Colorado Springs, CO 87903
</TABLE>
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CUSIP No. 531928 10 9 Page 10 of 14
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<TABLE>
<CAPTION>
<S> <C> <C>
Sigismundus W. W. Lubsen Member of the Executive Heineken N.V.
Board, Heineken N.V., Tweede Weteringplantsoen 21
a manufacturer of beer and P.O. Box 28
ale products 1000 AA Amsterdam
The Netherlands
Palmer E. Retzlaff President and Director, 690 Harleysville Pike
Southwest Grain Inc., P.O. Box 173
engaged primarily in cotton Lederach, PA 19450
and grain export
James W. Stratton Chairman and Chief Executive Stratton Management Co.
Officer, Stratton Management 610 W. Germantown Pike
Company, an investment Suite 361
advisory and management firm Plymouth Meeting, PA 19462
Teleflex Executive Officers
Name Principal Occupation Address
John J. Sickler Senior Vice President, Teleflex, 630 West Germantown Pike
President, TFX Suite 450
Plymouth Meeting, PA 19462
Dr. Roy C. Carriker President and Chief Operating 630 West Germantown Pike
Officer, TFX Sermatech Suite 450
Plymouth Meeting, PA 19462
Harold L. Zuber, Jr. Vice President, and Chief 630 West Germantown Pike
Financial Officer Teleflex Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance, Vice President, General 630 West Germantown Pike
Counsel and Secretary, Suite 450
Teleflex Plymouth Meeting, PA 19462
Ira Albom Senior Vice President, 630 West Germantown Pike
Teleflex Suite 450
Plymouth Meeting, PA 19462
Louis T. Horvath Vice President, Quality and 630 West Germantown Pike
Productivity, Teleflex Suite 450
Plymouth Meeting, PA 19462
</TABLE>
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CUSIP No. 531928 10 9 Page 11 of 14
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<TABLE>
<CAPTION>
<S> <C> <C>
Ronald D. Boldt Vice President, Human 630 West Germantown Pike
Resources, Teleflex Suite 450
Plymouth Meeting, PA 19462
Janine Dusossoit Vice President, Investor 630 West Germantown Pike
Relations, Teleflex Suite 450
Plymouth Meeting, PA 19462
Thomas M. Byrne Assistant Treasurer, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Stephen Gambone Chief Accounting Officer and 630 West Germantown Pike
Controller Suite 450
Plymouth Meeting, PA 19462
TFX Directors
Name Principal Occupation Address
Donald J. Bromley Director of Accounting and 3513 Concord Pike
Client Services, Delaware Suite 3000
Management Services, a Wilmington, DE 19803
corporate office services
provider
Thomas M. Byrne Assistant Treasurer, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance, Vice President, General 630 West Germantown Pike
Counsel and Secretary, Suite 450
Teleflex Plymouth Meeting, PA 19462
C. Jeffrey Jacobs Director of Treasury 630 West Germantown Pike
Operations, Teleflex Suite 450
Plymouth Meeting, PA 19462
John J. Sickler President, TFX 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Herbert K. Zearfoss Assistant General Counsel, 630 West Germantown Pike
Teleflex Suite 450
Plymouth Meeting, PA 19462
</TABLE>
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CUSIP No. 531928 10 9 Page 12 of 14
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TFX Executive Officers
<TABLE>
<CAPTION>
Name Principal Occupation Address
<S> <C> <C>
John J. Sickler, President, TFX 630 West Germantown Pike
Senior Vice President, Suite 450
Teleflex Plymouth Meeting, PA 19462
Dr. Roy C. Carriker, Vice President, TFX, 630 West Germantown Pike
Chief Operating Officer, Suite 450
TFX Sermatech Plymouth Meeting, PA 19462
Thomas M. Byrne, Vice President and Treasurer, 630 West Germantown Pike
TFX, Suite 450
Assistant Treasurer, Teleflex Plymouth Meeting, PA 19462
Steven K. Chance, Vice President, General 630 West Germantown Pike
Counsel and Secretary, Suite 450
TFX and Teleflex Plymouth Meeting, PA 19462
Herbert K. Zearfoss Assistant Secretary, TFX 630 West Germantown Pike
Assistant General Counsel, Suite 450
Teleflex Plymouth Meeting, PA 19462
Donald J. Bromley Assistant Secretary, TFX 3513 Concord Pike
Director of Accounting and Suite 3000
Client Services, Delaware Wilmington, DE 19803
Management Services, a
corporate office services
provider
C. Jeffrey Jacobs Assistant Treasury, TFX 630 West Germantown Pike
Director of Operations, Suite 450
Teleflex Plymouth Meeting, PA 19462
</TABLE>
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CUSIP No. 531928 10 9 Page 13 of 14
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and TFX Equities
Incorporated.
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CUSIP No. 531928 10 9 Page 14 of 14
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree to the joint filing on behalf of each of them of
a Schedule 13D (including any and all amendments thereto) with respect to the
securities of Dexterity Surgical, Inc., and further agree that this Agreement
shall be included as an Exhibit to such filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, provided that neither party is responsible for the completeness or
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed this 9th day of April, 1999.
Teleflex Incorporated,
By: /S/ John J. Sickler
---------------------
Name: John J. Sickler
Title: Senior Vice President
TFX Equities Incorporated,
By: /S/ John J. Sickler
---------------------
Name: John J. Sickler
Title: President
