-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OeOIPKwDrOot3wkV5q163/4aIRip9jZmqNksfrSaRD/jInC2hiJ1bvoouE9jnYiq o4aO0+csv596vkGKDlDgOw== 0001012394-99-000003.txt : 19990127 0001012394-99-000003.hdr.sgml : 19990127 ACCESSION NUMBER: 0001012394-99-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EP MEDSYSTEMS INC CENTRAL INDEX KEY: 0001012394 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 223212190 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48865 FILM NUMBER: 99512568 BUSINESS ADDRESS: STREET 1: 100 STIERLI COURT STREET 2: SUITE 107 CITY: MOUNT ARLINGTON STATE: NJ ZIP: 07856 BUSINESS PHONE: 973-398-2800 MAIL ADDRESS: STREET 1: 58 ROUTE 46 WEST CITY: BUDD LAKE STATE: NJ ZIP: 07828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EP MEDSYSTEMS INC CENTRAL INDEX KEY: 0001012394 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 223212190 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 STIERLI COURT STREET 2: SUITE 107 CITY: MOUNT ARLINGTON STATE: NJ ZIP: 07856 BUSINESS PHONE: 973-398-2800 MAIL ADDRESS: STREET 1: 58 ROUTE 46 WEST CITY: BUDD LAKE STATE: NJ ZIP: 07828 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) EchoCath, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 278760 10 3 (CUSIP Number) February 27, 1996 (Date of Event which Requires the Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ___ Rule 13d-1(b) x Rule 13d-1(c) ___ Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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 (the "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). CUSIP No. 278760 10 3 13G 1 NAME OF REPORTING PERSON EP MedSystems, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-3212190 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey corporation NUMBER OF 5 SOLE VOTING POWER 233,333 shares(1) SHARES BENEFICIALLY 6 SHARED VOTING POWER 0 shares OWNED BY EACH 7 SOLE DISPOSITIVE POWER 233,333 shares(1) REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 shares WITH: 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 233,333 shares (1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.21% (2) 12 TYPE OF REPORTING PERSON CO (1) Represents 280,000 shares of Series B Cumulative Convertible Preferred Stock, no par value ("Series B Convertible Preferred Stock"), which are convertible at any time into shares of EchoCath, Inc.'s Class A Common Stock, no par value ("Class A Common Stock"). For the calendar years 1997 through 1999, the conversion rate is 1 share of Class A Common Stock for each 1.2 shares of Series B Convertible Preferred Stock. Thereafter, the conversion rate is 1 share of Class A Common Stock for each 1.3 shares of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock is entitled to the number of votes equal to the number of full shares of Class A Common Stock into which such share of Series B Convertible Preferred Stock is then convertible. (2) Represents the percentage of EchoCath's Class A plus Class B Common Stock. Item 1. (a) Name of Issuer EchoCath, Inc. (b) Address of Issuer's Principal Executive Offices 4326 US Route 1 Monmouth Junction, NJ 08852 Item 2. (a) Name of Filing Person EP MedSystems, Inc. (b) Address of Principal Business Office 100 Stierli Court Mount Arlington, New Jersey 07856 (c ) Citizenship New Jersey corporation (d) Title of Class of Securities Common Stock, no par value (e) CUSIP Number 278760 10 3 Item 3. If this statement is filed pursuant to Section 240.13d-1(b), or 240.2(b) or (c ), check whether the person filing is a: Not applicable Item 4. Ownership (a) Amount Beneficially Owned: 233,333 share ofClass A Common Stock (1) (b) Percent of Class: 6.21% (2) (c)(i) Sole Power to vote or to direct the vote: 233,333 (1) (c)(ii) Shared power to vote or to direct the vote: 0 (c)(iii) Sole power to dispose or to direct the disposition of: 233,333 (1) (c)(iv) Shared power to dispose or to direct the disposition of: 0 (1) Represents 280,000 shares of Series B Cumulative Convertible Preferred Stock, no par value ("Series B Convertible Preferred Stock"), which are convertible at any time into shares of EchoCath, Inc.'s Class A Common Stock, no par value ("Class A Common Stock"). For the calendar years 1997 through 1999, the conversion rate is 1 share of Class A Common Stock for each 1.2 shares of Series B Convertible Preferred Stock. Thereafter, the conversion rate is 1 share of Class A Common Stock for each 1.3 shares of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock is entitled to the number of votes equal to the number of full shares of Class A Common Stock into which such share of Series B Convertible Preferred Stock is then convertible. (2) Represents the percentage of EchoCath's Class A Common Stock plus Class B Common Stock. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: (a) Not applicable (b) By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: January 26, 1999 ----------------- Signature: /s/ James J. Caruso -------------------- Name/ Title: James J. Caruso, Vice President and Chief Financial Officer Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----