-----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, BLr44mZ86NV8kb7irNTxvNvWkX389qdyABHKjE2twUXjS2c+CCyYhye/r5Hg4I8y sHiiWZwysAoSOcz3iVI18w== 0000912057-99-005308.txt : 19991115 0000912057-99-005308.hdr.sgml : 19991115 ACCESSION NUMBER: 0000912057-99-005308 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXBORO MEDICAL INTERNATIONAL INC CENTRAL INDEX KEY: 0000350557 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411391803 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39697 FILM NUMBER: 99749822 BUSINESS ADDRESS: STREET 1: 13828 LINCOLN ST N E CITY: HAM LAKE STATE: MN ZIP: 55304 BUSINESS PHONE: 6127559516 MAIL ADDRESS: STREET 1: 13828 LINCOLN STREET NE STREET 2: 13828 LINCOLN STREET NE CITY: HAM LAKE STATE: MN ZIP: 55304 FORMER COMPANY: FORMER CONFORMED NAME: LIFE CENTERS INC DATE OF NAME CHANGE: 19900516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMM PROPERTIES LLC CENTRAL INDEX KEY: 0001051643 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1234 TRAPPERS POINT CITY: FORT COLLINS STATE: CO ZIP: 80524 BUSINESS PHONE: 9702244483 MAIL ADDRESS: STREET 1: 1234 TRAPPERS POINT CITY: FORT COLLINS STATE: CO ZIP: 80524 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Oxboro Medical International, Inc. ---------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 691384 20 0 ------------ (CUSIP Number) Girard P. Miller Lindquist & Vennum P.L.L.P. 4200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Telephone: (612) 371-2467 ------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29 and 30, 1999 and October 12, 26 and 29, 1999 --------------------------------------------------------- (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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 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 ("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). (Continued on following page(s)) Page 1 of 5 Pages
CUSIP No. 691384 20 0 - ------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) CMM Properties, LLC c/o Gary W. Copperud (FEIN Not required) - -------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) - -------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See instructions) 00 (Cash Reserves) - -------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CMM Properties, LLC is a Limited Liability Company organized under the laws of the State of Colorado - -------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 239,653 SHARES ------------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- ------------------------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 239,653 PERSON ------------------------------------------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,653 - -------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) /X/ - -------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) According to the transfer agent for the Issuer, there were 885,020 shares of Common Stock outstanding at October 29, 1999. Assuming this number of shares outstanding as of the date of the events which require the filing of this schedule, the amount in Row 11 represents 27.1% of the Issuer's outstanding shares. These share amounts reflect a 1-for-5 reverse stock split on the Issuer's shares, effective August 13, 1999. - ------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) 00 (Limited Liability Company) - -------------------------------------------------------------------------------------------------------------------------
Page 2 of 5 Pages CUSIP No. 691384 20 0 Item 1. SECURITY AND ISSUER. (a) Title of Class of Securities: Common Stock, $.01 par value (the "Common Stock") and one-year Warrants immediately exercisable for purchase of Common Stock (the "Warrants") (b) Name of Issuer: Oxboro Medical International, Inc. (c) Address of Issuer's Principal Executive Offices: 13828 Lincoln Street, N.E. Ham Lake, MN 55304 Item 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: CMM Properties, LLC (the "Reporting Person") c/o Gary W. Copperud (b) Business Address: c/o Peak to Peak Financial 1730 South College Avenue, Box 20 Fort Collins, CO 80525 (c) Principal Occupation or Employment: Investments (d) Conviction in a criminal proceeding during the last five years: No (e) Subject, during the last five years, to a judgment, decree or final order enjoining securities laws violations: No (f) Citizenship: CMM Properties, LLC is a Colorado Limited Liability Company. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Cash reserves. Item 4. PURPOSE OF TRANSACTION. As reported in Item 5(c) below, the Reporting Person acquired an aggregate 119,296 shares of Common Stock and 59,648 Warrants for purchase of Common Stock of the Issuer as of October 29, 1999. All of the acquisitions resulted from the exercise of rights to purchase to which the Reporting Person was entitled pursuant to a Rights Offering described in the Issuer's registration statement on Form S-3 and effected by the Issuer on September 1, 1999 (the "Rights Offering"). The acquisitions were made by the Reporting Person for investment purposes. Page 3 of 5 Pages (a) On July 22, 1999, as described in the Issuer's registration statement on Form S-3, the Reporting Person agreed to exercise purchase rights in the Issuer's Rights Offering, to the extent necessary to ensure the Issuer satisfied the net tangible asset requirement to continue to be listed on the Nasdaq Smallcap Market. Item 5. INTEREST IN SECURITIES OF ISSUER (a) Number and Percentage of Class beneficially owned: Pursuant to the Rights Offering effected by the Issuer, the Reporting Person purchased an aggregate 119,296 shares of Common Stock and 59,648 Warrants for purchase of Common Stock. The 239,653 securities, including the Warrants on an "as converted" basis, may be deemed beneficially owned within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by the Reporting Person and these securities represent 27.1% of the total 885,020 shares of the Issuer reported by the Issuer's transfer agent as outstanding at October 29, 1999. All share amounts have been adjusted to reflect a 1-for-5 reverse stock split effected by the Issuer on August 13, 1999. (b) For information on voting and dispositive power with respect to the above listed shares, see Items 5-8 of the cover page. (c) Recent Transactions in Securities of the Issuer: The Reporting Person purchased shares of Common Stock and Warrants for purchase of Common Stock of the Issuer on the dates set forth below and such transactions were made pursuant to the Rights Offering effected by the Issuer. Pursuant to the terms of the Rights Offering and for each share held at August 20, 1999, the Reporting Person was entitled to purchase two shares of Common Stock and one immediately exercisable Warrant for purchase of one share of Common Stock, at a purchase price of $2.50:
Total Date of Purchase No. of Shares No. of Warrants Purchase Price ---------------- ------------- --------------- -------------- 09/29/99 3,920 1,960 $ 4,900 09/30/99 8,000 4,000 $10,000 09/30/99 18,628 9,314 $23,285 10/12/99 13,200 6,600 $16,500 10/26/99 20,660 10,330 $25,825 10/29/99 54,888 27,444 $68,610
Page 4 of 5 Pages (d) Ability to Direct the Receipt of Dividends or the Proceeds of Sale of Securities: Not applicable. (e) Last Date on Which Reporting Person Ceased to be a 5% Holder: Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, except that as described in the Issuer's Registration Statement on Form S-3, the Reporting Person has agreed to exercise purchase rights in the Issuer's Rights Offering, to the extent necessary to ensure that the Issuer satisfies the net tangible asset requirement to continue to be listed on the Nasdaq Smallcap Market. In addition, the Reporting Person has an informal, unwritten, non-binding understanding with Kenneth Brimmer, (who is mentioned in Item 5 above and who also is filing a Schedule 13(d)). Such understanding, to date, is to the effect that each will try (but not necessarily beforehand) to keep the other informed of any significant purchases or sales which such person makes, and that each will share, with the other, information concerning the Issuer, and requests for information addresses to the Issuer, which might affect the valuation of their respective investments. Item 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Registration Statement on Form S-3 as amended of Oxboro Medical International, Inc. filed on July 22, 1999 is incorporated by reference herein. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 12, 1999. CMM PROPERTIES, LLC By: /s/Gary W. Copperud -------------------------------- Its: Manager ---------------------------- Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----