-----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, WGAO7yUI4R8QFvlvfPM1nXGPaDKqLectl7L9yP5+Ytg5Lb8FKo9QTHxWvIVyT65q qASqIV8zipynsOq8te/a2A== 0001047469-99-036494.txt : 19990923 0001047469-99-036494.hdr.sgml : 19990923 ACCESSION NUMBER: 0001047469-99-036494 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990922 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 SEC ACT: SEC FILE NUMBER: 005-39697 FILM NUMBER: 99715296 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: BRIMMER KENNETH CENTRAL INDEX KEY: 0001051700 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 720 SOUTH FIFTH STREET CITY: HOPKINS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129455402 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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) July 22 and August 2, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 5 Pages - ------------------------------ CUSIP No. 691384 20 0 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Kenneth W. Brimmer (FEIN Not required) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ - ------------------------------------------------------------------------------- 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(c) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 80,000 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 90,000 EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 80,000 WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 90,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 170,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGRREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) /X/ - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Assuming 2,227,060 shares outstanding as of the date of the events which requires the filing of this statement (as presented in the Company's Form 10-QSB for the quarter ended June 30, 1999), the amount in Row 11 represents 7.63% of the outstanding shares. These share totals do not reflect a 1-for-5 reverse stock split, effective August 13, 1999. - ------------------------------------------------------------------------------- Page 2 of 5 Pages - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IN and 00 (IRA Account) - ------------------------------------------------------------------------------- CUSIP No. 691384 20 0 Item 1. Security and Issuer. (a) Title of Class of Securities: Common Stock, $.01 par value (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: Kenneth W. Brimmer, this Schedule 13D also pertains to Jaye M. Snyder, spouse of Kenneth W. Brimmer, and such shares are included within the reference herein. (b) Business Address: 720 South Fifth Street Hopkins, Minnesota 55343 (c) Principal Occupation or Employment: Business Manager (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: Mr. Brimmer is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Cash reserves. Item 4. Purpose of Transaction. The Reporting Person also exercised an option for 20,000 shares of common stock on August 2, 1999. This transaction was 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 has agreed to exercise purchase rights in the Issuer's Rights Offering, to the extent necessary to ensure the issuer satisfies 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: 170,000 shares may be deemed beneficially owned within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by Kenneth W. Brimmer and this represents 7.63% of the 2,227,060 shares shown as outstanding in the Issuer's last Exchange Act filing, its Form 10- QSB for the quarter ended June 30, 1999. Share amounts have not been adjusted to reflect a 1-for-5 reverse stock split effected by the Issuer on August 13, 1999. In addition, under Section 13d-3(b), under some interpretations, the Reporting Person may be viewed as the beneficial owner of 303,545 shares of the Issuer's Common Stock in which Gary Copperud individually and as President of CMM Properties, LLC (who also has reported his beneficial ownership on Schedule 13(d)) has a beneficial interest. If combined, such 170,000 shares and 303,545 shares, would represent 21.26% of the 2,227,060 shares assumed to be outstanding. See Item 6 below. DISCLAIMER: Pursuant to Rule 13d-3, the Reporting Person disclaims any interest of any kind, whether beneficial or otherwise, in the shares of the Issuer owned beneficially by the entity named above. (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 Common Stock: Date of Period No. of Shares Price or Range ----------------- --------------- ---------------- 08/02/99 20,000 $1.00 (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. Page 4 of 5 Pages There are no contracts, arrangements, understandings or relationships (legal or otherwise) 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: September 22, 1999. By: /s/ Kenneth W. Brimmer ------------------------ Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----