0000904454-01-500116.txt : 20011010
0000904454-01-500116.hdr.sgml : 20011010
ACCESSION NUMBER: 0000904454-01-500116
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011004
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DOMAIN PARTNERS IV LP
CENTRAL INDEX KEY: 0001077714
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: ONE PALMER SQ
CITY: PRINCETON
STATE: NJ
ZIP: 08542
MAIL ADDRESS:
STREET 1: ONE PALMER SQ
CITY: PRINCETON
STATE: NJ
ZIP: 08542
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CARDIAC SCIENCE INC
CENTRAL INDEX KEY: 0000876188
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 330465681
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-41851
FILM NUMBER: 1751980
BUSINESS ADDRESS:
STREET 1: 16931 MILLIKAN AVENUE
CITY: IRVINE
STATE: CA
ZIP: 92606
BUSINESS PHONE: 9495870357
MAIL ADDRESS:
STREET 1: 16931 MILLIKAN AVENUE
CITY: IRVINE
STATE: CA
ZIP: 92606
SC 13D/A
1
f13da_3q-2001.txt
SCHEDULE 13D/A AMENDMENT NO. 1
CUSIP No. 141410 20 9 Page 1 of 8 Pages
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. 1)1
Cardiac Science, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
141410 20 9
-------------------------------------------------------------------------------
(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates, L.L.C. Reboul, MacMurray, Hewitt,
One Palmer Square Maynard & Kristol
Princeton, New Jersey 08452 45 Rockefeller Plaza
Tel. (609) 683-5656 New York, New York 10111
Tel. (212) 841-5700
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 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 which 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 [ ].
--------
1The 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.
CUSIP No. 141410 20 9 Page 2 of 8 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification IV, L.P.
No. of Above Person
(If an Entity)
-------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds WC
-------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
-------------------------------------------------------------------------------
Number of 7) Sole Voting 5,969,169 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With -------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------
9) Sole Disposi- 5,969,169 shares of
tive Power Common Stock
-------------------------------------------
10) Shared Dis-
positive Power -0-
-------------------------------------------
11) Aggregate Amount Beneficially 5,969,169 shares of
Owned by Each Reporting Person Common Stock
----------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
----------------------------------------------------------------------------
13) Percent of Class
Represented by 18.7%
Amount in Row (11)
----------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 141410 20 9 Page 3 of 8 Pages
1) Name of Reporting Person DP IV Associates,
I.R.S. Identification L.P.
No. of Above Person
(If an Entity)
-------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds WC
-------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
-------------------------------------------------------------------------------
Number of 7) Sole Voting 141,942 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With -------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------
9) Sole Disposi- 141,942 shares of
tive Power Common Stock
-------------------------------------------
10) Shared Dis-
positive Power -0-
-------------------------------------------
11) Aggregate Amount Beneficially 141,942 shares of
Owned by Each Reporting Person Common Stock
-------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
-------------------------------------------------------------------------------
13) Percent of Class
Represented by 0.4%
Amount in Row (11)
-------------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 141410 20 9 Page 4 of 8 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification III, L.P.
No. of Above Person
(If an Entity)
-------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds Not Applicable
-------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
-------------------------------------------------------------------------------
Number of 7) Sole Voting 798,071 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With -------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------
9) Sole Disposi- 798,071 shares of
tive Power Common Stock
-------------------------------------------
10) Shared Dis-
positive Power -0-
-------------------------------------------
11) Aggregate Amount Beneficially 798,071 shares of
Owned by Each Reporting Person Common Stock
-------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
-------------------------------------------------------------------------------
13) Percent of Class
Represented by 2.5%
Amount in Row (11)
-------------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 141410 20 9 Page 5 of 8 Pages
1) Name of Reporting Person DP III Associates,
I.R.S. Identification L.P.
No. of Above Person
(If an Entity)
-------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
-------------------------------------------------------------------------------
3) SEC Use Only
-------------------------------------------------------------------------------
4) Source of Funds Not Applicable
-------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
-------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
-------------------------------------------------------------------------------
Number of 7) Sole Voting 21,285 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With
-------------------------------------------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------------------------------------------
9) Sole Disposi- 21,285 shares of
tive Power Common Stock
-------------------------------------------------------------------------------
10) Shared Dis-
positive Power -0-
-------------------------------------------------------------------------------
11) Aggregate Amount Beneficially 21,285 shares of
Owned by Each Reporting Person Common Stock
-------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
-------------------------------------------------------------------------------
13) Percent of Class
Represented by less than 0.1%
Amount in Row (11)
-------------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 141410 20 9 Page 6 of 8 Pages
Amendment No. 1 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D filed with
the Securities and Exchange Commission on August 29, 2000 (the "Schedule 13D").
Terms defined in the Schedule 13D are used herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following thereto:
This statement relates to the acquisitions by DP IV and DP IV A on
September 13, 2001 and September 24, 2001 of an aggregate 5,000,000 shares of
Common Stock (the "September 2001 Shares") pursuant to a Subscription Agreement
with the Issuer (the "Subscription Agreement"). The Form of Subscription
Agreement is attached hereto as Exhibit A, and any description thereof is
qualified in its entirety by reference thereto. The purchase price was $2.00 per
Share, and the source of such funds was the working capital, or funds available
for investment, of DP IV and DP IV A.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as
follows:
The following information is based on a total of 31,962,787 shares of
Common Stock represented by the Issuer to be outstanding as of September 26,
2001:
(a)
DP III
DP III owns 798,071 shares of Common Stock, or approximately 2.5% of
the Common Stock outstanding. OPSA III, as the general partner of DP III, may be
deemed to beneficially own the shares of Common Stock owned by DP III.
DP III A
DP III A owns 21,285 shares of Common Stock, or less than 0.1% of the
Common Stock outstanding. OPSA III, as the general partner of DP III A, may be
deemed to beneficially own the shares of Common Stock owned by DP III A.
DP IV
DP IV owns 5,969,169 shares of Common Stock, or approximately 18.7% of
the Common Stock outstanding. OPSA IV, as the general partner of DP IV, may be
deemed to beneficially own the shares of Common Stock owned by DP IV.
CUSIP No. 141410 20 9 Page 7 of 8 Pages
DP IV A
DP IV A owns 141,942 shares of Common Stock, or approximately 0.4% of
the Common Stock outstanding. OPSA IV, as the general partner of DP IV A, may be
deemed to beneficially own the shares of Common Stock owned by DP IV A.
(b) The general partners of OPSA III and managing members of OPSA IV
may be deemed to share the power to vote or direct the voting of and to dispose
or to direct the disposition of the Common Stock owned by DP III, DP III A, DP
IV and DP IV A. Each of the general partners of OPSA III and managing members of
OPSA IV disclaims beneficial ownership of all shares of Common Stock other than
the shares of Common Stock he or she may own directly, if any, or by virtue of
his or her indirect pro rata interest, as a general partner of OPSA III and/or
managing member of DP IV A, in the Common Stock owned by DP III, DP III A, DP IV
and/or DP IV A.
(c) Except as described in Item 3 above, none of the entities or
individuals identified in Item 2 of the Schedule 13D has effected any
transaction in the Common Stock during the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on, or the proceeds from sales of, the shares of
Common Stock owned by DP III, DP III A, DP IV or DP IV A.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Subscription Agreement, the Issuer has agreed to file
a registration statement on Form S-3 covering the resale of the September 2001
Shares within 45 days from the date of the second closing, as defined in
therein, and to grant certain "piggy back" registration rights with respect to
such shares.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Subscription Agreement
CUSIP No. 141410 20 9 Page 8 of 8 Pages
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: October 3, 2001
DOMAIN PARTNERS III, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
------------------------------
General Partner
DP III ASSOCIATES, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
------------------------------
General Partner
DOMAIN PARTNERS IV, L.P.
By: One Palmer Square Associates
IV, L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
------------------------------
Managing Member
DP IV ASSOCIATES, L.P.
By: One Palmer Square Associates
IV, L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
------------------------------
Managing Member
EX-99
3
exhibita.txt
SUBSCRIPTION BOOKLET
EXHIBIT A
SUBSCRIPTION BOOKLET
FOR THE PURCHASE OF
COMMON STOCK
OF
CARDIAC SCIENCE, INC.,
a Delaware corporation
(Qualified Institutional Buyers Only)
PLEASE CAREFULLY REVIEW AND FOLLOW THE "INSTRUCTIONS
TO SUBSCRIBERS" IMMEDIATELY FOLLOWING THIS COVER PAGE
CARDIAC SCIENCE, INC.
16931 Millikan Avenue
Irvine, California 92606
Telephone: (949) 587-0357
Facsimile: (949) 951-7315
INSTRUCTIONS TO SUBSCRIBERS
In order to subscribe to purchase shares of Common Stock of Cardiac
Science, Inc., a Delaware corporation (the "Company"), the following
instructions need to be complied with:
1. Complete and return two (2) copies of the attached Subscription
Agreement to Cardiac Science, Inc., 16931 Millikan Avenue, Irvine, California
92606 (Attention: Roderick de Greef). Please note that incomplete documents will
be returned to subscribers for completion. If you have any questions about
completion of the documents, please contact Roderick de Greef of Cardiac
Science, Inc. at (949) 587-0357.
2. Please print the name of the prospective investor, contact
person, telephone number and facsimile number in the upper right-hand corner of
the cover page and fill in the amount of your aggregate investment.
3. In Section 4(a), please initial each investor category to which
you belong and, in addition, complete the other information required by Section
4. Subject to paragraph 4 below, only institutions who qualify as "accredited
investors" will be eligible to purchase Shares from the Company pursuant to the
Subscription Agreement.
4. Write your initials next to each category to which you belong in
Section 5. Only institutions who also qualify as "qualified institutional
buyers" will be eligible to purchase Shares pursuant to the Subscription
Agreement.
5. Note your obligations to update your representations and
warranties, as set forth in the final paragraph of Section 6.
6. You should complete all required information on the signature
page and sign the Subscription Agreement.
7. If you have not received copies of the Company's SEC Filings
referred to in Section 6 of the attached Subscription Agreement, please contact
Roderick de Greef of the Company at (949) 587-0357 and copies will be provided
to you free of charge.
8. When you return your documents, please enclose a check payable
to the order of "Cardiac Science, Inc." for an amount equal to the aggregate
amount of your investment, or wire transfer immediately available funds to:
Account Name: Cardiac Science, Inc.
Account Number: 3300077243
Swift or ABA Routing No.: 121140399
For credit to the account of: Cardiac Science, Inc.
TWO (2) COPIES OF EACH OF THE SUBSCRIPTION AGREEMENT SHOULD BE RETURNED OR
DELIVERED AS SOON AS POSSIBLE TO:
CARDIAC SCIENCE, INC.
Attn: Roderick de Greef
16931 Millikan Avenue
Irvine, California 92606
(949) 951-7315
Name of Prospective Investor:________________
Contact Person:______________________________
Telephone Number:____________________________
Fax Number:__________________________________
Amount:______________________________________
CARDIAC SCIENCE, INC.,
a Delaware corporation
SUBSCRIPTION AGREEMENT
TO: CARDIAC SCIENCE, INC.
Attn: Roderick de Greef
16931 Millikan Avenue
Irvine, California 92606
The undersigned ("Subscriber"), on the terms and conditions herein set
forth, tenders this subscription to Cardiac Science, Inc., a Delaware
corporation (the "Company"), and hereby offers to purchase a specified number of
shares of Common Stock of the Company (the "Shares") as provided herein.
1. Subscription.
(a) Subject to the terms and conditions hereof, the undersigned
hereby tenders this Subscription (herein so called) to purchase that certain
number of Shares of the Company set forth opposite Subscriber's name on the
signature page hereto for a purchase price of $2.00 per Share contemporaneous
with the delivery of an executed copy of this Subscription Agreement (the
"Subscription Agreement") as required by the Instructions to Subscribers
accompanying this Subscription Agreement.
(b) The undersigned hereby tenders payment of the total purchase
price of the Shares subscribed for with this Subscription Agreement.
Subscription for the Shares is irrevocable and shall be made by delivery of this
Subscription Agreement to the Company.
2. Acceptance of Agreement. The Company proposes to issue an aggregate
of 17,500,000 Shares to Subscribers, for an aggregate purchase price of
$35,000,000; provided, however, that no more than 4,900,000 Shares may be sold
at the First Closing (as defined in Section 3). Unless otherwise agreed by the
Company, participating Subscribers will be obligated to participate in both
Closings set forth in Section 3. The Company shall have the right to accept or
reject this Subscription, in whole or in part, in its sole and absolute
discretion. In addition, the Company shall have the right to reject this
Subscription Agreement if it believes for any reason that the Subscriber (i) is
not an "accredited investor" within the meaning of Rule 501 of Regulation D
promulgated by the Securities Act of 1933, as amended (the "Securities Act")
with respect to institutions, (ii) is not a "qualified institutional buyer"
within the meaning of Rule 144A of the Securities Act, and (iii) does not have
sufficient knowledge and experience in financial and business matters so as to
be able to evaluate the risks and merits of the investment in the Company. This
Subscription Agreement shall be deemed to be accepted by the Company only when
the Company executes the Subscription Agreement in the space provided. Upon
execution of this
Subscription Agreement by the Company, the Company will forward a fully executed
copy of same to Subscriber's address as set forth on the signature page hereof.
3. Closing Date. The closing (the "Closing") of the purchase and sale of
the Shares shall be held at the offices of the Company as follows:
(a) First Closing. The first closing of the purchase and sale of the
Shares (the "First Closing") shall be for an aggregate amount not to exceed
4,900,000 Shares and shall be held at the Company's offices on or before August
31, 2001, or at such other time and place mutually agreed upon by the
Subscriber(s) and the Company. In the event that less than 4,900,000 Shares are
sold at the First Closing, then, after such Closing, the Company may from time
to time sell and issue additional Shares (up to a total of 4,900,000 Shares) in
the manner and at the price provided for in Section 1 above.
(b) Second Closing. The second closing of the purchase and sale of
the Shares (the "Second Closing") shall take place after the Company provides
notice to the Subscriber(s) participating in the Second Closing of the approval
by the Company's stockholders at the Company's Annual Meeting, currently
proposed to be held on September 24, 2001, of the stockholder proposals
described in the Company's most recently filed preliminary proxy statement to
(i) issue the Company's securities in a financing transaction, and (ii) amend
the Company's Restated Certificate of Incorporation to increase the authorized
Shares from 40,000,000 Shares to 100,000,000 Shares (both of such proposals are
discussed in detail in the Company's notice and proxy that may be accessed at
the U.S. Securities and Exchange Commission's website on its EDGAR database at
www.sec.gov/edgar); provided, however, that no more than 17,500,000 Shares in
the aggregate may be sold at the First and Second Closings.
4. Representation as to Accredited Investor Status With Respect to
Institutions.
(a) In order for the Company to offer and sell the Shares in
compliance with state and federal securities laws, the following information
must be obtained regarding your investor status. Please initial each category
applicable to you as an investor in the Company.
_____ (1) A bank as defined in Section 3(a)(2) of the Securities
Act, or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or
fiduciary capacity;
_____ (2) A broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
_____ (3) An insurance company as defined in Section 2(13) of the
Securities Act;
_____ (4) An investment company registered under the Investment
Company Act of 1940 or a business development company as defined in Section
2(a)(48) of that Act;
_____ (5) A Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;
_____ (6) A plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000;
2
_____ (7) An employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
_____ (8) A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
_____ (9) A corporation, business trust, or partnership, or
organization described in Section 501(c)(3) of the Internal Revenue Code, not
formed for the specific purpose of acquiring the Shares, with total assets in
excess of $5,000,000;
_____ (10) A trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person who has such knowledge and experience in
financial and business matters that such person is capable of evaluating the
merits and risks of investing in the Company;
_____ (11) An entity in which all of the equity owners qualify
under one or more of the above subparagraphs;
_____ (12) The undersigned does not qualify under any of the
investor categories set forth in (1) through (14) above.
(b) Indicate the form of entity of the undersigned:
_____ Limited Partnership
_____ General Partnership
_____ Corporation
_____ Limited Liability Company
_____ Revocable Trust
_____ Other Type of Trust (indicate type of
trust:______________________)
_____ Other form of organization (indicate form of
organization:_____________________________)
5. Representation as to Qualified Institutional Buyer Status. In order
for the Company to offer and sell the Shares to you in compliance with State and
federal securities laws, the following information must be obtained from you
regarding your investor status. Please initial each category applicable to you
as an investor in the Company.
_____ (1) The undersigned is one or more of the following
entities, acting for its own account or the accounts of other qualified
institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated
with the undersigned:
3
_____ (A) An insurance company as defined in Section 2(a)(13)
of the Securities Act:
_____ (B) An investment company registered under the Investment
Company Act or a business development company as defined in Section 2(a)(48) of
that Act;
_____ (C) A Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958;
_____ (D) A plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees;
_____ (E) An employee benefit plan within the meaning of Title
I of the Employee Retirement Income Security Act of 1974;
_____ (F) A trust fund whose trustee is a bank or trust company
and whose participants are exclusively plans of the types identified in
paragraph (D) or (E) above, except trust funds that include as participants
individual retirement accounts of H.R. 10 plans;
_____ (G) A business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
_____ (H) An organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation (other than a bank as defined in Section
3(a)(2) of the Act or a savings and loan association or other institution
referenced in Section 3(a)(5)(A) of the Act or a foreign bank or savings and
loan association or equivalent institution), partnership, or Massachusetts or
similar business trust; or
_____ (I) An investment advisor registered under the Investment
Advisors Act.
_____ (2) The undersigned is a dealer registered pursuant to
Section 15 of the Exchange Act acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests on
a discretionary basis at least $10 million of securities of issuers that are not
affiliated with the dealer, provided that securities constituting the whole or a
part of an unsold allotment to or subscription by a dealer as a participant on a
public offering shall not be deemed to be owned by such dealer;
_____ (3) The undersigned is a dealer registered pursuant to
Section 15 of the Exchange Act acting in a riskless principal transaction on
behalf of a qualified institutional buyer;
_____ (4) The undersigned is an investment company registered
under the Investment Company Act, acting for its own account or for the accounts
of other qualified institutional buyers, that is part of a family of investment
companies (as defined under Rule 144A(a)) which own in the aggregate at least
$100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies.
4
_____ (5) The undersigned is an entity, all of the equity owners
of which are qualified institutional buyers, acting for its own account or the
accounts of other qualified institutional buyers; or
_____ (6) The undersigned is a bank as defined in Section 3(a)(2)
of the Securities Act, any savings and loan association or other institution as
referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or
savings and loan association or equivalent institution, acting for its own
account or the accounts of other qualified institutional buyers, that in the
aggregate owns and invests on a discretionary basis at least $100 million in
securities of issuers that are not affiliated with it and that has an audited
net worth of at least $25 million as demonstrated in its latest annual financial
statements, as of a date not more than 16 months preceding the date of sale
under the Rule 144A in the case of a U.S. bank or savings and loan association,
and not more than 18 months preceding such date of sale for a foreign bank or
savings and loan association or equivalent institution.
6. Other Representations and Warranties of the Undersigned. The
undersigned hereby represents and warrants to the Company as follows:
(a) The Shares are being acquired for the undersigned's own account
for investment, with no intention of distributing or selling any portion thereof
within the meaning of the Securities Act, and will not be transferred by the
undersigned in violation of the Securities Act or the then applicable rules or
regulations thereunder. No one other than the undersigned has any interest in or
any right to acquire the Shares. The undersigned understands and acknowledges
that the Company will have no obligation to recognize the ownership, beneficial
or otherwise, of such Shares by anyone but the undersigned.
(b) The undersigned's financial condition is such that the
undersigned is able to bear the risk of holding the Shares for an indefinite
period of time and the risk of loss of the undersigned's entire investment in
the Company.
(c) The undersigned understands that the Company has filed
registration statements on Form S-4s with the Securities and Exchange Commission
in connection with the acquisition of Survivalink Corporation, a Minnesota
corporation (the "Merger") and the acquisition of Artema Medical AB, a Swedish
company (the "Acquisition") and that consummation of the Merger and of the
Acquisition could result in significant dilution of the undersigned's economic
and voting interest in the Company.
(d) The undersigned has had the opportunity to review the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the
"10-K") , and the Company's latest Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, including, without limitation, the risk factors included in
the 10-K (the "SEC Filings").
(e) The Company has made available all additional information which
the undersigned has requested in connection with the Company and its
representatives, and the undersigned has been afforded an opportunity to make
further inquiries of the Company and its representatives and the opportunity to
obtain any additional information (to the extent the Company has such
information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of information contained in the SEC Filings.
(f) No representations or warranties have been made to the
undersigned by the Company, or any representative of the Company. The
undersigned expressly acknowledges that it has
5
made its own investigation regarding the Company and is not relying on any other
information regarding the Company other than as may be set forth in the SEC
Filings and such information as may have been provided to the undersigned in
writing to verify the accuracy of information contained in the SEC Filings
pursuant to Section 5(d) above.
(g) The undersigned has investigated the acquisition of the Shares
to the extent the undersigned deemed necessary or desirable and the Company has
provided the undersigned with any assistance the undersigned has requested in
connection therewith.
(h) The undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of evaluating the merits
and risks of an investment in the Shares and of making an informed investment
decision with respect thereto.
(i) The undersigned is aware that the undersigned's rights to
transfer the Shares are restricted by the Securities Act, applicable state
securities laws and the absence of a market for the Shares, and the undersigned
will not offer for sale, sell or otherwise transfer the Shares, without
registration under the Securities Act and qualification under the securities
laws of all applicable states, unless such sale would be exempt therefrom.
(j) The undersigned understands that the offer and sale of the
Shares have not been registered under the Securities Act or any state securities
act, and the undersigned acknowledges that the undersigned is purchasing the
Shares without being furnished any offering literature or prospectus other than
the SEC Filings and this Subscription Agreement.
(k) The undersigned has full power and authority to make the
representations referred to herein, to purchase the Shares and to execute and
deliver this Subscription Agreement.
(l) The undersigned acknowledges and is aware of the following:
(i) The investment in the Shares is speculative and involves
a high degree of risk of loss of the entire investment in the Company.
(ii) Certificates representing the Shares will carry
substantially the following legend condition (in addition to any legends
required under applicable state securities laws):
THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"1933 ACT") OR QUALIFIED UNDER STATE SECURITIES LAWS AND SUCH SECURITIES
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND EFFECTIVE
QUALIFICATION UNDER RELEVANT STATE LAW, OR, IF THE COMPANY RECEIVES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE
QUALIFICATION REQUIREMENTS OF THE RELEVANT STATE.
(iii) There are substantial restrictions on the
transferability of the Shares; there will be no public market for the Shares;
the undersigned may not be able to take advantage of the
6
provisions of Rule 144 adopted by the Securities and Exchange Commission under
the Securities Act with respect to the resale of the Shares and accordingly may
have to hold the Shares indefinitely, and it may not be possible for the
undersigned to liquidate the investment in the Company.
(iv) No state or federal agency has made any finding or
determination as to the fairness of the terms of the sale of the Shares or any
recommendation or endorsement thereof.
(v) It never has been represented, guaranteed or warranted
to the undersigned by the Company, its agents or employees or any other person,
expressly or impliedly, any of the following:
(A) The approximate or exact length of time that the
undersigned will be required to remain as owner of the Shares; or
(B) The profit or return, if any, to be realized by
making an investment in the Company.
(m) The undersigned understands that the foregoing representations
and warranties are to be relied upon by the Company as a basis for exemption of
the sale of the Shares under the Securities Act, under the securities laws of
all applicable states and for other purposes.
The foregoing representations and warranties are true and accurate as of
the date hereof and shall survive such date. If in any respect such
representations and warranties shall not be true and accurate prior to the
acceptance of the Subscription by the Company, the undersigned shall give notice
of such fact to the Company by telex, telegram, or facsimile with written
confirmation of receipt, specifying which representations and warranties are not
true and accurate and the reasons therefor.
7. Registration Rights.
(a) Registration on Form S-3.
(i) Within forty-five (45) days from the date of the Second
Closing, the Company shall use its best efforts to ensure that a registration
statement on Form S-3 is filed and all such qualifications and compliances as
may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Subscriber's or Subscribers' Shares as are
specified in a written request received from Subscriber, together with all or
such portion of the Shares of any other Subscriber or Subscribers joining in
such request as are specified in a written request given within twenty (20) days
after receipt of a written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration, qualification or
compliance, pursuant to this paragraph 7(b): (1) if Form S-3 is not available
for such offering by the Subscribers; or, (2) if the Company shall furnish to
the Subscribers a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its stockholders for such Form
S-3 Registration to be effected at such time, in which event the Company shall
have the right to defer the filing of the Form S-3 Registration Statement or
proportionately reduce the number of Shares included in such filing.
(ii) Subject to the foregoing, the Company shall use its best
efforts to ensure that a registration statement covering the Shares is filed as
soon as practicable after receipt of the request or requests of the Subscribers.
If Form S-3 is not available for such offering by the Subscribers, the
7
Company shall use its best efforts to ensure that a registration statement on
Form S-1 or other available form of registration statement is filed within
ninety (90) days from the date of the Second Closing.
(b) "Piggy Back" Registration. If at any time the Company shall
determine to register under the Securities Act the offer and sale of any of its
Shares (other than a registration relating solely to the sale of securities to
participants in a Company employee benefits plan, a registration on any form
which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of the Shares or a
registration in which the offer and sale of the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities which are
also being registered), it shall send to each Subscriber written notice of such
determination and, if within fifteen (15) days after receipt of such notice,
such Subscriber shall so request in writing, the Company shall use its best
efforts to ensure that such registration statement includes all or any part of
the Shares that such Subscriber requests to be registered. If the total amount
of Shares requested by Subscriber to be included in such offering exceeds the
amount of securities that the managing underwriter determines in its sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including the Shares, which the managing underwriter determines in
its sole discretion will not jeopardize the success of the offering (the
securities so included to be (A) first, to the Company, and (B) among
Subscribers of the Shares requesting to sell the Shares and to other Subscribers
of Common Stock holding registration rights, pro rata among the selling
shareholders according to the total amount of securities owned by each such
shareholder); all of the Company's selling shareholders, including
Subscriber(s), shall not be reduced below 10% of the total number of securities
to be provided in the registration. For purposes of the preceding parenthetical
concerning apportionment, for any selling Subscriber which is a Subscriber of
Registrable Shares and which is a partnership or corporation, the partners,
retired partners and shareholders of such holder, or the estates and family
members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single "selling
shareholder", and any pro rata reduction with respect to such "selling
shareholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling shareholder," as defined in this sentence. If any Holder disapproves of
the terms of such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter.
(c) Expenses. In the case of a registration under this Section 7,
the Company shall bear all costs and expenses of such registration, including,
but not limited to, SEC filing fees, "blue sky" fees and expenses, and all NASD,
stock exchange listing and qualification fees; provided, however, that the
Company shall nave no obligation to pay or otherwise bear (i) any portion of the
underwriter's commissions or discounts attributable to the Shares being offered
and sold by the Subscribers of the Shares, (ii) any stock transfer taxes, (iii)
any fees of counsel for the selling Subscribers, or (iv) any of such expenses if
the payment of such expenses by the Company is prohibited by the laws of a state
in which such offering is qualified and only to the extent so prohibited;
provided, however, that the Company shall not be required to pay for any
expenses of any registration proceeding begun if the registration request is
subsequently withdrawn at the request of the Subscribers initiating such
registration (in which case, all Subscribers initiating such registration shall
bear such expenses pro rata based upon the total number of Shares requested to
be included therein by each such Subscriber.
(d) Transfer of Registration Rights. The registration rights of a
Subscriber of Shares under this Section 7 may be transferred to any transferee
provided that the transferee receives at least 500,000 Shares (as adjusted for
stock splits, combinations and the like). The transferor shall provide the
Company with prompt written notice of such transfer. Notwithstanding the
foregoing, the registration rights of a Subscriber under this Subscription
Agreement may not be transferred to an entity,
8
or a person controlled by, under common control with or controlling such entity,
which is a direct competitor of the Company.
(e) Termination of Registration Rights. The obligations of the
Company to register any Subscriber's registrable Shares pursuant to this Section
7 shall terminate at such time as all Shares held by and issuable to such
Subscriber (and its affiliates, partners, former partners, members and former
members) may be sold pursuant to Rule 144 during any ninety (90) day period.
8. Indemnification. The undersigned acknowledges that the undersigned
understands the meaning and legal consequences of the representations and
warranties made by the undersigned herein, and that the Company is relying on
such representations and warranties in making the determination to accept or
reject this Subscription. The undersigned hereby agrees to indemnify and hold
harmless the Company and each employee and agent thereof from and against any
and all loss, damage or liability due to or arising out of a breach of any
representation or warranty of the undersigned contained in this Subscription
Agreement.
9. Transferability. The undersigned agrees not to transfer or assign
this Subscription Agreement, or any interest herein, and further agrees that the
assignment and transferability of the Shares acquired pursuant hereto shall be
made only in accordance with applicable federal and state securities laws.
10. No Revocation. The undersigned agrees that this Subscription
Agreement and any agreement of the undersigned made hereunder is irrevocable,
and that this Subscription Agreement shall survive the death or disability of
the undersigned, except as provided below in Section 11.
11. Termination of Agreement. If this Subscription is rejected by the
Company, then and in any such event this Subscription Agreement shall be null
and void and of no further force and effect, and no party shall have any rights
against any other party hereunder, and the Company shall promptly return or
cause to be returned to the undersigned this Subscription Agreement and the
money tendered hereunder.
12. Notices. All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, or delivered by facsimile with
written confirmation of receipt to the undersigned at the address set forth
below and to the Company at the address set forth on the cover hereof, or at
such other place as the Company or the undersigned may designate by written
notice to the other party.
13. Expenses. The undersigned will pay the undersigned's own expenses
relating to this Subscription Agreement and the purchase of the Shares.
14. Amendments. Unless otherwise expressly provided herein or any
document attached hereto, neither this Subscription Agreement nor any term
hereof may be changed, waived, discharged or terminated orally but only with the
written consent of the undersigned and the Company.
15. Counterparts; Facsimile. This Subscription Agreement may be executed
in any number of counterparts and may be delivered by telecopy or facsimile,
each of which shall be an original but all of which taken together shall
constitute one Subscription Agreement.
16. Governing Law. This Subscription Agreement and all amendments hereto
shall be governed by and construed in accordance with the laws of the State of
California.
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17. Headings. The headings in this Subscription Agreement are for
convenience of reference, and shall not by themselves determine the meaning of
this Subscription Agreement or of any part hereof.
18. Severability. In case any provision of this Subscription Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Subscription Agreement shall
not in any way be affected or impaired thereby.
[Signature on following page.]
10
CORPORATIONS, PARTNERSHIPS, TRUSTS OR OTHER ENTITIES
Dated: __________________, 2001 ______________________________
Purchaser Name (Please Print)
Date of formation: _______________, _______ By: __________________________
Title: _______________________
Address of Principal Place of
Business:
Desired number of Shares: ____________ ______________________________
Number and Street
Subscription Price per Share X 2.00
____________
______________________________
Total Subscription Amount ============ City/State/Zip Code
______________________________
Taxpayer Identification Number
Mailing Address (if different):
______________________________
Number and Street
______________________________
City/State/Zip Code
Accepted this ______ day of ____________, 2001
CARDIAC SCIENCE, INC., a Delaware corporation
By: ___________________________ |_| Accepted in full
Its: ___________________________ |_| Accepted only as to $____
[Signature Page to Subscription Agreement]
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