-----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, SnYi4+oaaWg/1gwWMHHOBudT5hKnaAJ7rGhT0RgtwSOi1N6/myaPaG1qXIcTBzCo vb44Qu6dR+MZGNeDPr5QKg== 0000932384-99-000061.txt : 19990217 0000932384-99-000061.hdr.sgml : 19990217 ACCESSION NUMBER: 0000932384-99-000061 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER IMAGING CORP CENTRAL INDEX KEY: 0000750901 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 362756787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45235 FILM NUMBER: 99542072 BUSINESS ADDRESS: STREET 1: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 BUSINESS PHONE: 3034526800 MAIL ADDRESS: STREET 1: 12300 NORTH GRANT STREET CITY: DENVER STATE: CO ZIP: 80241 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIELDS MORGAN W CENTRAL INDEX KEY: 0000940665 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O FISCHER IMAGING CORP STREET 2: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 MAIL ADDRESS: STREET 1: C/O FISCHER IMAGING CORP STREET 2: 12300 N GRANT ST CITY: DENVER STATE: CO ZIP: 80241 SC 13G/A 1 SCHEDULE 13G/A - MORGAN W. NIELDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 4)/1/ Information to be included in Statements Filed pursuant to Rules 13d-1(b), (c) and (d) and Amendments thereto Filed pursuant to Rule 13d-2(b). FISCHER IMAGING CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 337719 10 8 (CUSIP Number) DECEMBER 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - ------------------- /1/ 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 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- (1) Name of Reporting Person; I.R.S. Identification No. (Entities only) MORGAN W. NIELDS (2) Check the Appropriate Box if a Member (a) [ ] of a Group (See Instructions) (b) [ ] N/A (3) SEC Use Only (4) Citizenship or Place of Organization UNITED STATES Number of Shares (5) Sole Voting Power 851,667 Beneficially Owned ----------------- by Each Reporting Person With (6) Shared Voting Power 289,466 --------------- (7) Sole Dispositive Power 851,667 ----------- (8) Shared Dispositive Power 289,466 --------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,133 SHARES (10) Check Box if the Aggregate Amount in Row (9) [ ] Excludes Certain Shares (See Instructions) Page 2 of 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 16.2% (12) Type of Reporting Person (See Instructions) IN Page 3 of 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- Item 1(a). Name of Issuer: FISCHER IMAGING CORPORATION Item 1(b). Address of Issuer's Principal Executive Offices: 12300 NORTH GRANT STREET THORNTON, COLORADO 80241 Item 2(a). Name of Person Filing: MORGAN W. NIELDS Item 2(b). Address of Principal Business Office: 12300 NORTH GRANT STREET THORNTON, COLORADO 80241 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: COMMON STOCK, PAR VALUE $0.01 PER SHARE Item 2(e). CUSIP Number: 337719 10 8 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) Broker or Dealer registered under Section 15 of the Act ---- (b) Bank as defined in Section 3(a)(6) of the Act ---- (c) Insurance Company as defined in Section 3(a)(19) of the ---- Act (d) Investment Company registered under Section 8 of the ---- Investment Company Act (e) An Investment Adviser in accordance with Rule 13d-1(b) ---- (1)(ii)(E) Page 4 of 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- (f) An Employee Benefit Plan or Endowment Fund in accordance ---- with Rule 13d-1(b)(1)(ii)(F) (g) A Parent Holding Company or Control Person in accordance ---- with Rule 13d-1(b)(1)(ii)(G) (h) A Savings Association as defined in Section 3(b) of the ---- Federal Deposit Insurance Act (i) A Church Plan that is excluded from the definition of an ---- investment company under Section (c)(14) of the Investment Company Act (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J) ---- If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Amount Beneficially Owned: 1,141,133 SHARES /2/ Percent of Class: 16.2% /3/ Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 851,667 (ii) shared power to vote or to direct the vote: 289,466 (iii) sole power to dispose or to direct the disposition of: 851,667 (iv) shared power to dispose or to direct the disposition of: 289,466 - -------------- /2/ As of February 12, 1999. Includes (1) 718,177 shares owned directly by Mr. Nields, (2) 133,490 shares beneficially owned by Mr. Nields pursuant to currently exercisable options, or options exercisable within sixty days of February 12, 1999, granted to Mr. Nields by Fischer Imaging Corporation under its employee stock option plan and (3) 170,523 shares held by The Robert L. Nields Trust and 118,943 shares held by the Florence Wesson Nields Trust (both trusts, collectively, the "Trusts") of which shares Mr. Nields, as a co-trustee and beneficiary of the Trusts, may be deemed to be the beneficial owner. Mr. Nields disclaims beneficial ownership of the shares held by the Trusts except to the extent of his proportionate interest as beneficiary of the Trusts. /3/ Based on 7,028,855 shares of Common Stock deemed to be outstanding on February 12, 1999. Includes 133,490 options granted to Mr. Nields, exercisable immediately or within 60 days of February 12, 1999. Page 5 of 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- Item 5. Ownership of Five Percent or Less of a Class: NOT APPLICABLE. Item 6. Ownership of More than Five Percent on Behalf of Another Person: NOT APPLICABLE. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: NOT APPLICABLE. Item 8. Identification and Classification of Members of the Group: NOT APPLICABLE. Item 9. Notice of Dissolution of Group: NOT APPLICABLE. Item 10. Certification: NOT APPLICABLE. Page 6 of 7 Pages FISCHER IMAGING CORPORATION SCHEDULE 13G CUSIP NO. 337719 10 8 - ------------------------------------------------------------------------------- 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: February 16, 1999 /S/MORGAN W. NIELDS --------------------------------- Signature Morgan W. Nields -----END PRIVACY-ENHANCED MESSAGE-----