-----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, E7j2WYLkroCJolYlq0lXVyLTiNwmVQMyTZuJ1JanHInj/GFYBMU7Pd1ZlIz7mSEI jLPc/jArnMKy0/CvRKecaw== 0000912057-01-541065.txt : 20020412 0000912057-01-541065.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-541065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALCV INC CENTRAL INDEX KEY: 0001144284 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411717208 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62263 FILM NUMBER: 1800216 BUSINESS ADDRESS: STREET 1: 9725 SOUTH ROBERT TRAIL CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 6514523000 MAIL ADDRESS: STREET 1: 9725 SOUTH ROBERT TRAIL CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER PAUL K CENTRAL INDEX KEY: 0000946863 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 477142088 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1809 LYDIA AVE CITY: ST PAUL STATE: MN ZIP: 55113 BUSINESS PHONE: 6516530968 MAIL ADDRESS: STREET 1: 1809 LYDIA AVE EAST CITY: ROSEVILLE STATE: MI ZIP: 55113 SC 13D 1 a2064331zsc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ______)* MedicalCV, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 584639 10 8 - ------------------------------------------------------------------------------ (CUSIP Number) Paul K. Miller 1809 Lydia Avenue St. Paul, Minnesota 55113 (651) 636-8968 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 2001 - ------------------------------------------------------------------------------ (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 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 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 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). (Continued on following pages) (Page 1 of 7 Pages) CUSIP No. 584639 10 8 13D Page 2 of 7 Pages ----------- --- --- PAUL K. MILLER - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* PF - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Minnesota - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 1,495,580* by Each Reporting -------------------------------------------------- Person With (8) Shared Voting 120,000** -------------------------------------------------- (9) Sole Dispositive Power 1,495,580* -------------------------------------------------- (10) Shared Dispositive Power 120,000** - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,615,580* - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! * Includes warrants to purchase 100,000 shares and options to purchase 28,000 shares, all of which are exercisable within 60 days of the date hereof. ** Represents shares owned by Gracon Contracting Co., an entity over which Mr. Miller exercises control. ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock. The issuer is MedicalCV, Inc., a Minnesota corporation ("MCV"), which has its principal executive offices at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is being filed by Paul K. Miller (the "Reporting Person"). (b) The residence address of the Reporting Person is 1809 Lydia Avenue, St. Paul, Minnesota 55113. (c) The Reporting Person is President of Acton Construction Management Company, a real estate management company, with principal executive offices at 604 24th Avenue South, Minneapolis, Minnesota 55454. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a 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 violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person purchased 1,367,580 of the shares reported herein using personal funds. Such transactions took place between August 14, 1992, and May 4, 2001, at prices between $1.00 and $5.00 per share. Gracon Contracting Co. purchased 120,000 of the shares reported herein using working capital. Such transaction took place on September 13, 2000, at a price of $2.50 per share. In August 1999, MCV obtained a bank line of credit from Riverside Bank, which was subsequently acquired by Associated Bank Minnesota. The loan was extended to MCV on the condition that it be personally guaranteed by the Reporting Person. Under an agreement entered into by the Reporting Person and MCV on August 31, 1999, the Reporting Person personally guaranteed such indebtedness. To induce the Reporting Person to guarantee such indebtedness, MCV issued to the Reporting Person, on November 22, 1999 and December 6, 2000, warrants to purchase an aggregate of 100,000 shares of common stock exercisable at $2.00 per share. These warrants expire on November 19, 2004. Between January 4, 1995 and August 15, 2000, MCV granted options under MCV's 1993 Director Stock Option Plan to the Reporting Person to purchase an aggregate of 43,000 shares of MCV common stock exercisable at prices between $1.00 and $5.00 per share in consideration of the Reporting Person's service on MCV's board of directors, consisting of the following: o Option to purchase 5,000 shares at $1.00 per share granted on January 4, 1995, and exercised in full on October 30, 1998. 3 o Option to purchase 5,000 shares at $1.12 per share granted on August 15, 1995, and exercised in full on October 30, 1998. o Option to purchase 5,000 shares at $1.25 per share granted on August 15, 1996, and exercised in full on October 30, 1998. o Option to purchase 5,000 shares at $5.00 per share granted on August 15, 1997, which expires on November 4, 2002. o Option to purchase 2,000 shares at $5.00 per share granted on December 13, 1997, which expires on November 4, 2002. o Option to purchase 7,000 shares at $5.00 per share granted on August 15, 1998, which expires on August 15, 2003. o Option to purchase 6,000 shares at $5.00 per share granted on August 15, 1999, which expires on August 15, 2004. o Option to purchase 1,000 shares at $5.00 per share granted on November 15, 1999, which expires on November 15, 2004. o Option to purchase 7,000 shares at $2.50 per share granted on August 15, 2000, which expires on August 15, 2005. The foregoing options were granted pursuant to MCV's 1993 Directors Stock Option Plan and each option fully vests on the first anniversary of the date of grant. The exercise prices of such options reflect the fair market value of MCV common stock on the date of grant. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the securities described herein for investment purposes. (a) The Reporting Person may acquire more shares of common stock or dispose of common stock as business and market conditions dictate. (b) The Reporting Person does not have any plans or proposals that relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving MCV or any of its subsidiaries. (c) The Reporting Person does not have any plans or proposals that relate to or would result in a sale or transfer of a material amount of assets of MCV or of any of its subsidiaries. (d) The Reporting Person does not have any plans or proposals that relate to or would result in any change in the present board of directors or management of MCV, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (e) The Reporting Person does not have any plans or proposals that relate to or would result in any material change in the present capitalization or dividend policy of MCV. (f) The Reporting Person does not have any plans or proposals that relate to or would result in any other material change in MCV's business or corporate structure. 4 (g) The Reporting Person does not have any plans or proposals that relate to or would result in changes in MCV's charter or bylaws or other actions which may impede the acquisition of control of MCV by any person. (h) The Reporting Person does not have any plans or proposals that relate to or would result in causing a class of securities of MCV to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) The Reporting Person does not have any plans or proposals that relate to or would result in a class of equity securities of MCV becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. (j) The Reporting Person does not have any plans or proposals that relate to or would result in any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, the Reporting Person beneficially owned 1,615,580 shares of common stock, representing 20.3% of the class. (b) The Reporting Person has sole power to vote and to dispose of 1,495,580 shares of common stock. The Reporting Person has shared power to vote and to dispose of 120,000 shares of common stock. The Reporting Person shares this power with Gracon Contracting Co., an entity over which the Reporting Person exercises sole control. Gracon Contracting Co., a Minnesota corporation, owns and operates a medical clinic building in Minneapolis, Minnesota. The business address of Gracon Contracting Co. is 60 24th Avenue South, Suite B12, Minneapolis, Minneapolis 55454. (c) See Item 3. (d) The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares reported herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The shares reported herein are subject to an escrow agreement with the Commissioner of Commerce for the State of Minnesota. The Reporting Person entered into this escrow agreement as a condition of registration of the initial public offering of MCV. The term of escrow runs for a period of three years from the effectiveness of such offering, unless at an earlier date MCV demonstrates annual net earnings for any two consecutive years after the effectiveness of such offering of at least 5%. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. See Exhibit Index. 5 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. November 20, 2001 ------------------------------ (Date) /s/ Paul K. Miller ------------------------------ (Signature) Paul K. Miller Director MedicalCV, Inc. ------------------------------ (Name/Title) 6 EXHIBIT INDEX Exhibit 1 Form of Escrow Agreement by and among MedicalCV, Inc., Paul K. Miller, Adel A. Mikhail, Ph.D., Richard A. DeWall, M.D., Blair P. Mowery, Salvador Merce Cervello, Allan R. Seck, Norman Dann, Ronald Bosrock, George M. Wettstaedt, Gene E. Stobbs, Shelley Johnson, Salvador Merce Vives, Merce V. Electromedicina S.L., Associated Bank Minnesota and the Commissioner of Commerce for the State of Minnesota. 7 EX-1 3 a2064331zex-1.txt EXHIBIT 1 EXHIBIT 1 ESCROW AGREEMENT THIS ESCROW AGREEMENT made and entered into this ____ day of _______________, 2001, by and between Adel A. Mikhail, Blair P. Mowery, Allen R. Seck, George M. Wettstaedt, Ronald M. Bosrock, Salvador Merce Cervello, Norman Dann, Richard A. DeWall, Paul K. Miller, Salvador Merce Vives, Merce V. Electrmedicina S.L., Gene E. Stobbs and Shelly Johnson (individually the "Depositor" or collectively the "Depositors"); Associated Trust Company National Association, a corporate fiduciary with its principal office located at 200 North Adams Street, Green Bay, Wisconsin (the "Escrow Agent"); MedicalCV, Inc., a company incorporated in the State of Minnesota with its principal office located at 9725 South Robert Trail, Inver Grove Heights, Minnesota (the "Issuer") and the Commissioner of Commerce for the State of Minnesota (the "Commissioner"); WITNESSETH THAT: Each of the Depositors is the owner of that number of shares of common stock of the Issuer, par value $.01 per share (the "Common Stock"), and options and warrants to purchase that number of shares of Common Stock upon exercise thereof as listed opposite his or her name on APPENDIX A, attached hereto and made a part hereof. The Issuer has applied to the Commissioner for registration of its units (the "Units"), each Unit consisting of one share of Common Stock and one redeemable Class A warrant to purchase one share of Common stock (the "Warrants"), the Warrants and the Common Stock issuable upon exercise of the Warrants for sale to residents of Minnesota. As a condition of registration, the Depositors, the Escrow Agent and the Issuer agree to be bound by this Escrow Agreement and the applicable rules and regulations of the Commissioner. Each of the Depositors has deposited the securities listed opposite his or her name on APPENDIX A with the Escrow Agent, and the Escrow Agent hereby acknowledges receipt thereof. These securities are herein collectively referred to as the "Escrowed Securities." THEREFORE, the parties agree as follows: 1. The term of escrow under this Escrow Agreement shall run for a period of three (3) years from the date of the Order of Registration. The Escrow Agent agrees to hold the Escrowed Securities until such time as the Escrow Agent shall receive a written release issued by the Commissioner permitting the release from escrow of the Escrowed Securities held under this Escrow Agreement. Upon receipt of such release, the Escrow Agent may release to each Depositor the Escrowed Securities in accordance with the order of the Commissioner. 2. While an Escrowed Security is held in escrow pursuant to this Escrow Agreement, neither it nor any interest therein, nor any right or title thereto, may be sold or transferred, except by will or the laws of descent and distribution, the operation of law or otherwise by order or process of any court of competent jurisdiction and proper venue. The transferred Escrowed Securities shall remain subject to the terms of this Escrow Agreement. 3. The Depositors agree that they shall be entitled to receive cash and property dividends with respect to the Escrowed Securities while such securities are held in escrow pursuant to this Escrow Agreement to the same extent as other security holders of the same class of security and that said cash or property dividends shall be placed under the terms of this Escrow Agreement. 4. Upon declaration of any dividend in shares of the Issuer or a subsidiary to which the Escrowed Securities are entitled pursuant to a share dividend or split authorized by a vote of the shareholders, the Depositors and the Escrow Agent shall forthwith enter into a Supplemental Escrow Agreement, covering such share dividend, which Supplemental Escrow Agreement shall incorporate all the conditions of escrow contained in this Escrow Agreement. The shares received as dividends shall be forthwith deposited in escrow with the Escrow Agent pursuant to such Supplemental Escrow Agreement, and the Escrow Agent shall deliver to the Commissioner a receipt for the shares thus escrowed. 5. During the term of escrow, the Depositors shall not be entitled to, and hereby waive all rights to, participate in any distribution of assets of the Issuer in the event of liquidation, dissolution or winding up until the public investors shall have received cash or property in an amount or value equal to the price paid by public investors for securities purchased by such public investors; and thereafter the Depositors shall participate without the public investors until they shall have received cash or other property in an amount or value equal to the price paid by the Depositors for the Escrowed Securities; and thereafter the public investors and the Depositors shall participate equally according to the terms of their securities. Any Depositor seeking release of all or any part of the Escrowed Securities pursuant to this paragraph 5 shall furnish the Commissioner a written statement that none of the Escrowed Securities nor any interests therein have been sold, transferred (except as provided in paragraph 2) or otherwise disposed of, as a condition of the release from escrow. 6. In the event of a dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of the Issuer's assets or securities (including by way of tender offer), or any other transaction or proceeding with a person who is a Promoter as defined in the North American Securities Administrators Association Statement of Policy on Corporate Securities Definition, which results in a distribution of assets or securities of the Issuer while this Escrow Agreement remains in effect, the Escrowed Securities shall remain subject to the terms of this Escrow Agreement. 7. This Escrow Agreement shall not be construed to prohibit any Depositor from participating in any distribution of securities of any corporation other than the Issuer resulting from the sale of assets of the Issuer or a merger or consolidation of the Issuer with or into any other corporation or corporations. In the event of such a transaction, the Escrow Agent should obtain written authorization from the Commissioner prior to the release of the Escrowed Securities, and, any such distribution payable in securities of any corporation other than the Issuer paid with respect to the Escrowed Securities shall be delivered to the Escrow Agent and held pursuant to a Supplemental Escrow Agreement prepared and executed as described in paragraph 4. In the event of a merger or consolidation of the Issuer with or into any other corporation or corporations, any securities shall be delivered to the Escrow Agent and held pursuant to a Supplemental Escrow Agreement prepared and executed as described in paragraph 4. 8. The Escrow Agent may conclusively rely upon, and shall be protected in acting upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Escrow Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Escrow Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Escrow Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. All securities held by the Escrow Agent pursuant to this Escrow Agreement shall constitute trust property for the purposes for which they are held and the Escrow Agent shall not be liable for any interest thereon. 9. The Escrow Agent shall be entitled to receive from the Company reasonable compensation for its services as contemplated herein. In the event that the Escrow Agent shall render any additional service not provided for herein or that any controversy shall arise hereunder or that the Escrow agent shall be made a party or shall intervene in any action, suit or proceeding pertaining to this Escrow Agreement, it shall be entitled to receive reasonable compensation from the Company for such additional services. 10. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. 11. This Escrow Agreement shall terminate in its entirety when all Escrowed Securities covered hereby and by any Supplemental Escrow Agreements have been released as provided in paragraph 1. IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the date first above written. Escrow Agent: Issuer: MEDICALCV, INC. By: By: ------------------------------ -------------------------------- Its: Its: ------------------------------ -------------------------------- Depositors: - ---------------------------------- ------------------------------------ Adel A. Mikhail Blair P. Mowery - ---------------------------------- ------------------------------------ Allen R. Seck George M. Wettstaedt - ---------------------------------- ------------------------------------ Ronald M. Bosrock Salvador Merce Cervello - ---------------------------------- ------------------------------------ Norman Dann Richard A. DeWall - ---------------------------------- ------------------------------------ Paul K. Miller Salvador Merce Vives - ---------------------------------- ------------------------------------ Merce V. Electrmedicina S.L. Gene E. Stobbs - ---------------------------------- Shelly Johnson Accepted for filing: - ---------------------------------- Commissioner of Commerce APPENDIX A Adel A. Mikhail: Stock Certificate #232 for 1,000 shares - ---------------- Stock Certificate #235 for 15,000 shares Stock Certificate #237 for 67,500 shares Warrant to purchase 240,000 shares Blair P. Mowery: Stock Certificate #233 for 15,000 shares - ---------------- Allen R. Seck: Stock Certificate #205 for 10,000 shares - -------------- Option A-98A for 90,000 underlying shares Option E-001A for 10,000 underlying shares George M. Wettstaedt: Stock Certificate #157 for 4,000 shares - --------------------- Stock Certificate #219 for 4,000 shares Ronald M. Bosrock: Option C-032 for 7,000 underlying shares - ------------------ Option E-006 for 10,000 underlying shares Salvador Merce Cervello: Stock Certificate #140 for 5,000 shares - ------------------------ Option C-036 for 7,000 underlying shares Norman Dann: Stock Certificate #136 for 2,000 shares - ------------ Option C-034 for 7,000 underlying shares Richard A. DeWall: Stock Certificate #162 for 1,780 shares - ------------------ Stock Certificate #167 for 10,000 shares Stock Certificate #168 for 5,000 shares Stock Certificate #169 for 5,000 shares Stock Certificate #170 for 5,000 shares Stock Certificate #201 for 7,500 shares Option C-035 for 7,000 underlying shares Option E-003 for 7,500 underlying shares Paul K. Miller: Stock Certificate #141 for 5,000 shares - --------------- Stock Certificate #142 for 5,000 shares Stock Certificate #143 for 5,000 shares Stock Certificate #165 for 35,360 shares Stock Certificate #166 for 18,470 shares Stock Certificate #241 for 850,000 shares Option C-033 for 7,000 underlying shares Warrants to purchase 100,000 shares Salvador Merce Vives: Stock Certificate #160 for 3,020 shares - --------------------- Merce V. Electrmedicina S.L.: Stock Certificate #161 for 6,215 shares - ----------------------------- Gene E. Stobbs: Stock Certificate #234 for 37,500 shares - --------------- Shelley Johnson: Stock Certificate #172 for 24,000 shares - ---------------- Stock Certificate #208 for 7,000 shares -----END PRIVACY-ENHANCED MESSAGE-----