0001016193-05-000023.txt : 20120618
0001016193-05-000023.hdr.sgml : 20120618
20050324144809
ACCESSION NUMBER: 0001016193-05-000023
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050324
DATE AS OF CHANGE: 20050324
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: 05701578
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-13da4.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
March 22, 2005
(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 27,743,650 (1)
BY EACH REPORTING
PERSON WITH ----------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
27,743,650 (1)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,743,650 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.2% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
(1) Includes (i) 24,618,650 shares of common stock owned of record; (ii)
2,500,000 shares issuable upon conversion of convertible promissory note; and
(iii) 650,000 shares issuable upon exercise of presently exercisable warrant.
(2) There are currently 30,608,650 shares of the Issuer's common stock issued
and outstanding of which Donald E. Tucker owns 24,618,650 or 80.4%. Assuming he
converted his convertible promissory note into 2,500,000 shares of the Issuer's
common stock and exercised his warrant to purchase 650,000 shares of the
Issuer's common stock, there would be 33,758,650 shares of the Issuer's common
stock issued and outstanding of which Donald E. Tucker would own 27,743,650 or
approximately 82.2%
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.
Effective March 22, 2005, Mr. Tucker converted a promissory note in the
principal amount of $500,000 together with accrued interest, into 1,291,650
shares of the Issuer's common stock at a price of $.40 per share. The loans made
to the Issuer which were evidenced by the promissory note were from Mr. Tucker's
personal funds.
CUSIP NO. 926850101 PAGE 4 OF 5
Effective March 22, 2005, Mr. Tucker converted an additional promissory
note in the principal amount of $500,000 into a 10% Secured Convertible
Promissory Note issued by the Issuer as part of a $2,750,000 Secured Note
Transaction. As additional consideration for investors purchasing the 10%
Convertible Promissory Notes from the Issuer, each investor, including Mr.
Tucker, was issued a Warrant to purchase shares of the Issuer's common stock.
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
may 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. Mr. Tucker
has no present intent to take any action that 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.
CUSIP NO. 926850101 PAGE 5 OF 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 22, 2005, Mr. Tucker beneficially and of record owned
27,743,650 shares of the Issuer's common stock, which represented 82.20% of the
class. These amounts give effect to the potential conversion of the 10% Secured
Promissory Note owned by Mr. Tucker and the exercise of the Warrant owned by Mr.
Tucker which are described above.
(b) As of March 22, 2005, 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 promissory note
discussed in Item 3 above.
(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.
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.
March 23, 2005 /s/ DONALD E. TUCKER
----------------------------------------
Donald E. Tucker