-----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, FxeLJMr/l7gBcc+sLULLWtnLhgPmQquADV5xLfRXOPfU3eq8fo/phkJgP3OAph4r W0Xj9qsQTv5Z1lukoOGubw== 0001016193-04-000107.txt : 20041221 0001016193-04-000107.hdr.sgml : 20041221 20041221153233 ACCESSION NUMBER: 0001016193-04-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIKING SYSTEMS INC CENTRAL INDEX KEY: 0001065754 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 860913802 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79397 FILM NUMBER: 041217266 BUSINESS ADDRESS: STREET 1: 7514 GIRARD AVENUE STREET 2: SUITE 1509 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8584566608 MAIL ADDRESS: STREET 1: 7514 GIRARD AVENUE STREET 2: SUITE 1509 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUCKER DONALD E CENTRAL INDEX KEY: 0001273684 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1636CLEMSON CIRCLE CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D/A 1 tucker-13da2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) VIKING SYSTEMS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 926850101 (CUSIP Number) Donald E. Tucker 1626 Clemson Circle La Jolla, CA 92037 (619) 889-7401 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 8, 2004 (Date of Event That 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-1(g), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 244.13d-7 for other parties to whom copies are to be sent. * 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 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). CUSIP NO. 926850101 PAGE 2 OF 5 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Donald E. Tucker I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - Personal Funds - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 23,325,000 BY EACH REPORTING PERSON WITH ---------------------------------------------------------- 8 SHARED VOTING POWER -0- ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 23,325,000 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,325,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP NO. 926850101 PAGE 3 OF 5 ITEM 1. SECURITY AND ISSUER. Title of Class of Equity Securities: Common Stock, Par Value $0.001. Name and Address of Principal Executive Offices of the Issuer: Viking Systems, Inc., 7514 Girard Ave, Suite 1509, La Jolla, CA 92037. ITEM 2. IDENTITY AND BACKGROUND This statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Donald E. Tucker. Donald E. Tucker, a U.S. citizen, is a Senior Partner with an international consulting and technology company and has over 24 years of consulting experience across a number of industry segments, including the medical technology, diagnostics and devices industry segments. Mr. Tucker's residential address is 1626 Clemson Circle, La Jolla, CA 92037. During the last five years, Mr. Tucker has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION A total of 3,125,000 shares were acquired by Mr. Tucker in 2003 and were paid for with his personal funds. This transaction was reported upon in a previous Schedule 13(d). In June 2004, Mr. Tucker loaned the Issuer $100,000. On July 31, 2004, he converted $50,000 of such loan into 125,000 shares of the Issuer's common stock at the rate of $.40 per share. This acquisition was effected through a private offering of common stock that Viking completed in July 2004. A total of 1,250,000 shares were issued by the Issuer to approximately 16 persons in connection with such private placement, one of which was Mr. Tucker who acquired the 125,000 shares described in this paragraph. Effective December 8, 2004, Mr. Tucker converted 5,000,000 shares of Viking's Series A Preferred Stock into 20,000,000 shares of Viking's common stock. Mr. Tucker had previously paid $400,000 for such Series A Preferred Stock or $.08 per share of Series A Preferred Stock. The effective price per share of the 20,000,000 shares of common stock issued in connection with the Series A Preferred Stock was $.02 per share. Mr. Tucker used his own funds to acquire the Series A Preferred Stock in February and March 2004. ITEM 4. PURPOSE OF TRANSACTION (a) Mr. Tucker is holding the shares of the Issuer for investment purposes but may transfer or sell the shares as necessary. Mr. Tucker anticipates that he will provide additional capital to the Issuer and in consideration thereof, he will be issued additional shares of common stock or shares of the Issuer's preferred stock which would likely be convertible into common stock. Pursuant to its business plan, the Issuer intends to acquire assets, operations, and securities of other entities that are primarily engaged in the medical devices industry. Any such acquisitions may result in the issuance of additional shares of the Issuer's common or preferred stock to existing shareholders or to third CUSIP NO. 926850101 PAGE 4 OF 5 parties. Such transactions may result in a change of the Issuer's (i) management, (ii) capitalization, (iii) control, and/or (iv) corporate structure. Except for any changes that may result as the Issuer pursues this business plan, and except for additional investments in the Issuer directly by Mr. Tucker, he has no other present plans or proposals which relate to or would result in: (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any subsidiary thereof; (c) a sale or transfer of a material amount of assets of the Issuer or any subsidiary thereof; (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; (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) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on NASDAQ; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Notwithstanding the foregoing, Mr. Tucker will continue to review his investment in the Issuer and reserve the right to change his intentions with respect to any or all of such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of December 8, 2004, 2004, Mr. Tucker beneficially and of record owned 23,325,000 shares of the Issuer's common stock, which represented 76.2% of the class. (b) As of December 8, 2004, Mr. Tucker had the sole power to vote and dispose of all shares of the Issuer's stock held by him. (c) The only transaction in the Issuer's common stock effected by Mr. Tucker during the last sixty days was the conversion of the Series A Preferred Stock into common stock. (d) 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, shares beneficially owned by Mr. Tucker. (e) Mr. Tucker continues to be the beneficial owner of more than five percent of the outstanding common stock of the Issuer. CUSIP NO. 926850101 PAGE 5 OF 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the his conversion rights related to his shares of Series A Preferred Stock described above, there are no contracts, arrangements, understanding or relationships between Mr. Tucker and any other person, or with respect to any securities of the Issuer.. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Applicable. 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. December 21, 2004 /s/ DONALD E. TUCKER ---------------------------------------- Donald E. Tucker -----END PRIVACY-ENHANCED MESSAGE-----