-----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, EtOhOEC7CUqpqS8MsfS615tSzitv/GfSzzaIZMTnmQulXZbtZoAdF2/mRtQUtp3c C4JI91hgz8irBJnj7Kad1g== 0000950168-96-000020.txt : 19960105 0000950168-96-000020.hdr.sgml : 19960105 ACCESSION NUMBER: 0000950168-96-000020 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960104 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPAN AMERICA MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000718924 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 570525804 STATE OF INCORPORATION: SC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37196 FILM NUMBER: 96500818 BUSINESS ADDRESS: STREET 1: 70 COMMERCE DRIVE CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8032888877 MAIL ADDRESS: STREET 2: PO BOX 5231 CITY: GREENVILLE STATE: SC ZIP: 29606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILNER ROBERT CENTRAL INDEX KEY: 0001005555 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EDGAR ROAD CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 9149373940 MAIL ADDRESS: STREET 1: EDGAR RD CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 SPAN AMERCIA SC13-D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) Span-America Medical Systems, Inc. (Name of Issuer) Common Stock. no par value (Title of Class of Securities) 846396109 (CUSIP Number) Richard Coggins, Chief Financial Officer Span-America Medical Systems, Inc. 70 Commerce Center, Greenville, South Carolina 29615 (803) 288-8877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1995 (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 [ ]. Check the following box if a fee is being paid with this statement [x]. Page 1 of 5 pages SCHEDULE 13D CUSIP No. 846396109 Page 2 of 5 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Wilner 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA 7) SOLE VOTING POWER 133,747 NUMBER 8) SHARED VOTING POWER OF SHARES 6,430 BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 141,522 REPORTING PERSON WITH 10) SHARED DISPOSITIVE POWER 6,430 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,952 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% 14) TYPE OF REPORTING PERSON IN 2 Page 3 of 5 Item 1. Security and Issuer. This Statement relates to shares of Common Stock, without par value (the "Shares"), of Span-America Medical Systems, Inc., a South Carolina corporation (the "Issuer"). The principal executive offices of the Issuer are located at 70 Commerce Center, Greenville, South Carolina 29615. Item 2. Identity and Background. The Reporting Person is Robert Wilner. His residence address is Edgar Road, Greenwich, CT 06831. The Reporting Person is employed by King Street Home, Inc. and works as a nursing home administrator. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person received 23,831 Shares from the Issuer pursuant to an agreement with the Issuer in which the Reporting Person receives annual payments of Shares in an amount determined by the net sales of certain products of the Issuer (the "Agreement"). The Reporting Person received these Shares in consideration of a sale of assets to the Issuer in 1992. Item 4. Purpose of Transaction. The Reporting Person acquired the Shares, as described in Item 3, pursuant to the Agreement. The Reporting Person intends to purchase approximately 10,000 additional Shares in the current fiscal year ending October 1, 1996. In addition, in September 1996, the last installment of Shares will be issued to the Reporting Person pursuant to the Agreement. It is anticipated that the number of such Shares will be approximately 25,000. Except as otherwise disclosed herein and absent any change in personal circumstances, the Reporting Person intends to maintain his equity position in the Issuer. The Reporting Person, however, intends to review on a continuing basis his investment in the Issuer and may, depending upon such evaluation of the Issuer's business and prospects and upon future developments in the Issuer's business and economic conditions, determine to increase, decrease, continue to hold or dispose of his position in the Issuer. 3 Page 4 of 5 Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 147,952 Shares as follows: Outright: 133,747 Through minor children: 1,430 Through partnership: 5,000 As transferee of shares held in the name of another shareholder: 7,775 This amount represents approximately 4.6% of the outstanding Shares of the Issuer.1 These amounts exclude the 16,320 Shares owned by the Reporting Person's wife, Sheila Wilner, with respect to which Shares the Reporting Person disclaims beneficial ownership. (b) The Reporting Person has sole voting power over 133,747 Shares, shared voting power over 6,430 Shares, sole dispositive power over 141,522 Shares, and shared dispositive power over 6,430 Shares. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership as to 16,320 Shares owned by Sheila Wilner, the Reporting Person's wife, and they are not included in the number stated on lines 7 through 11 of the cover sheet. (c) The Reporting Person has not, in the past sixty days, engaged in any transactions involving Shares of the Issuer. (d) and (e) N/A. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has no agreements or understandings with any person or entity respecting the Shares other than the Agreement with the Issuer. Item 7. Material to be Filed as Exhibits. 1) Asset Acquisition Agreement by and among the Reporting Person, Healthflex, Inc., John W. Wilkinson and the Issuer, dated February 28, 1992. Incorporated by reference to Exhibit 2.1 to the February 28, 1992 Form 8-K of the Issuer. - -------- 1 Based on 3,225,608 Shares of the Issuer reported by the Issuer's Chief Financial Officer as of December 26, 1995. 4 Page 5 of 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. Dated: December 29, 1995 /s/ Robert Wilner Robert Wilner 5 -----END PRIVACY-ENHANCED MESSAGE-----