-----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, SpmzuUQVXm5v9amRBYhaFQcXJfUp2/106EBz3euP8JT6wB3y8N/SIWmwpYPgmflW saRLdgTvr+gCrQ0wbYFG6g== 0000912057-96-013824.txt : 19960705 0000912057-96-013824.hdr.sgml : 19960705 ACCESSION NUMBER: 0000912057-96-013824 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960703 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISOLYSER CO INC /GA/ CENTRAL INDEX KEY: 0000929299 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 581746149 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45253 FILM NUMBER: 96590905 BUSINESS ADDRESS: STREET 1: 4320 INTERNATIONAL BLVD NW CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7703817566 MAIL ADDRESS: STREET 1: 4320 INTERNATIONAL BLVD CITY: NORCROSS STATE: GA ZIP: 30093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEK MEDICAL INC CENTRAL INDEX KEY: 0000763180 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 640700671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 512 LEHMBERG RD CITY: COLUMBUS STATE: MS ZIP: 39702 BUSINESS PHONE: 6013271863 MAIL ADDRESS: STREET 1: P O BOX 2487 CITY: COLUMBUS STATE: MS ZIP: 39704 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______)* ISOLYSER COMPANY, INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 464888-10-6 (CUSIP Number) BRUCE H. HALLETT, 717 N. HARWOOD, SUITE 1400, DALLAS, TEXAS 75201; (214) 922-4120 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 1, 1996 (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 the statement. / / (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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 ("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). CUSIP NO. 464888-10-6 Page 2 of 6 SCHEDULE 13D - ------------------------------------------------------------------------------- 1 Name of Reporting Person SS. or I.R.S. Identification No. of Above Person Microtek Medical, Inc. - ------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------- 4 Source of Funds 00 - ------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / - ------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7 Sole Voting Power Number of 0 shares ---------------------------------------------------------------- beneficially 8 Shared Voting Power owned by 6,028,872 each ---------------------------------------------------------------- reporting 9 Sole Dispositive Power person with 0 --------------------------------------------------------------- 10 Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,028,872 - ------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / - ------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 19.74% - ------------------------------------------------------------------------------- 14 Type of Reporting Person CO - ------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 464888-10-6 Page 3 of 6 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, $.001 par value, of Isolyser Company, Inc., a Georgia corporation (the "Company"). The principal executive offices of the Company are located at: 4320 International Boulevard, N.W. Norcross, Georgia 30093 ITEM 2. IDENTITY AND BACKGROUND. 1. (a)-(c) Microtek Medical, Inc., a Delaware corporation ("Microtek"), is the person filing this statement. Microtek is engaged in the manufacture and sale of disposable medical products, particularly infection control and fluid collection products. Microtek's principal office and principal place of business are located at 512 Lehmberg Road, Columbus, Mississippi 39702. (d) None. (e) None. 2. (a) Mr. Kimber L. Vought (b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi 39702. (c) Mr. Vought is Chairman of the Board of Directors, President and Chief Executive Officer of Microtek. See Item 2, 1.(a)-(c) above. (d) None. (e) None. (f) United States. 3. (a) Mr. Dan Lee. (b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi 39702. (c) Mr. Lee is Vice President, Chief Operating Officer and a member of the Board of Directors of Microtek. See Item 2, 1.(a)-(c) above. (d) None. (e) None. (f) United States. CUSIP NO. 464888-10-6 Page 4 of 6 4. (a) Mr. Lester J. Berry. (b) c/o Microtek Medical, Inc., 512 Lehmberg Road, Columbus, Mississippi 39702. (c) Mr. Berry is Executive Vice President and a member of the Board of Directors of Microtek. See Item 2, 1.(a)-(c) above. (d) None. (e) None. (f) United States. 5. (a) Mr. Walter W. Wilkinson. (b) 2700 Coltsgate Road, Suite 202, Charlotte, North Carolina 28211. (c) Mr. Wilkinson is a member of the Board of Directors of Microtek. See Item 2, 1.(a)-(c) above. (d) None. (e) None. (f) United States. 6. (a) Mr. Bruce H. Hallett. (b) 717 N. Harwood, Suite 1400, Dallas, Texas 75201. (c) Mr. Hallett is a member of the Board of Directors of Microtek. See Item 2, 1(a)-(c) above. (d) None. (e) None. (f) United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On June 23, 1996, Microtek, the Company and MMI Merger Corp., a Delaware corporation ("MMI"), entered into an Amended Agreement and Plan of Merger (the "Agreement"). Upon the consummation of the transactions contemplated by the Agreement, Microtek will become a wholly-owned subsidiary of the Company and the stockholders of Microtek will receive shares of Company common stock in exchange for their current Microtek stockholdings. No additional CUSIP NO. 464888-10-6 Page 5 of 6 consideration will be paid other than cash to be paid in lieu of the issuance of fractional shares. In connection with the execution of the Agreement, Messrs. Robert L. Taylor and Travis W. Honeycutt of the Company agreed to give proxies to Microtek to vote an aggregate of 6,028,872 shares in favor of the approval of the merger. Executed copies of these proxies were received by Microtek on July 1, 1996. The form of proxy executed is filed as Exhibit 1 hereto and is hereby incorporated by reference herein. Each such stockholder is a member of the Company's Board of Directors and is an executive officer of the Company. ITEM 4. PURPOSE OF TRANSACTION. See Item 3 above. If the merger is consummated, the Company will acquire all of the outstanding securities of Microtek and Microtek will become a wholly-owned subsidiary of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) See Items 7, 8, 9, 10, 11 and 13 of cover page. The percentage of outstanding shares listed on Item 13 is based upon 30,546,186 shares outstanding as of the date of the Company's most recent proxy statement. Other than Microtek, none of the persons named in response to Item 2 above beneficially owns any additional securities of the Company. (c) Not applicable. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER. See Item 3 above. Although the Company has previously entered into a joint venture with Microtek with respect to the utilization of Microtek's manufacturing capacity in the Dominican Republic to convert certain Microtek products into finished goods, this joint venture has not to date been material to the results of operations of either company and in no way relates to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Form of Proxy. CUSIP NO. 464888-10-6 Page 6 of 6 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. MICROTEK MEDICAL, INC. By: /s/ Kimber L. Vought ------------------------- Kimber L. Vought Chairman of the Board, President July 3, 1996 and Chief Executive Officer Date EX-1 2 EXHIBIT 1 Exhibit 1 AGREEMENT THIS AGREEMENT, dated as of June 23, 1996, is made by and between Microtek Medical, Inc., a Delaware corporation ("MMI"), and [Name of Stockholder] (the "Stockholder"). Simultaneously herewith, MMI and Isolyser Company, Inc. ("ICI") are parties to an Agreement and Plan of Merger, dated as of March 15, 1996 and amended as of the date hereof (the "Merger Agreement"), pursuant to which a subsidiary of ICI has agreed, subject to certain terms and conditions, to merge into MMI (the "Merger"). The Stockholder is a member of the board of directors and an executive officer of ICI and has voting power with respect to the number of shares (the "Shares") of Common Stock, $.001 par value ("Common Stock"), of ICI set forth by the Stockholder's signature hereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Merger Agreement. At the request of and for the benefit of ICI and the other holders of shares of ICI's Common Stock and in order to induce MMI to amend the Merger Agreement and to provide reasonable assurances that the transactions contemplated by the Merger Agreement will be consummated, the Stockholder is required to make certain agreements regarding the Shares, upon the terms and subject to the conditions set forth below. Accordingly, the parties hereto agree as follows: 1. VOTING OF SHARES. The Stockholder hereby appoints MMI his proxy, with full power of substitution and revocation, for and in the name, place and stead of the Stockholder, to vote upon and act with respect to all of the Shares standing in the name of the Stockholder or with respect to which the Stockholder is entitled to vote and act at the ICI stockholders' meeting referenced in Section 5.8 of the Merger Agreement, or at any adjournment thereof, and the Stockholder directs that his proxy be voted in favor of the issuance of shares of Common Stock to consummate the Merger as contemplated by Section 2.1 of the Merger Agreement. The Stockholder hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to the Shares and hereby ratifies and confirms all that said proxy, its substitutes, or any of them, may lawfully do by virtue hereof. This proxy shall be irrevocable and shall survive the death, disability or bankruptcy of the Stockholder. Notwithstanding the foregoing, this proxy shall be subject to revocation and of no further force or effect in the event that the Merger Agreement is terminated. 2. REPRESENTATION AND WARRANTIES OF THE STOCKHOLDER. The Stockholder hereby represents and warrants to MMI that: (a) The Stockholder is the sole record and beneficial owner of the number of Shares listed opposite such Stockholder's signature hereto; no person has a right to acquire or direct the disposition, or holds a proxy or other right to vote or direct the vote, of such Shares. Other than this Agreement and the Merger Agreement, there is no option, warrant, right, call, proxy, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the sale, pledge or other transfer or disposition of any of such Stockholder's Shares, any interest therein or any rights with respect thereto, or relates to the voting, disposition or control of such Shares, or (ii) obligates such Stockholder to grant, offer or enter into any of the foregoing. The representations set forth herein are, however, subject to any violations thereof which would occur by reason of any of the Shares having been or being pledged under standard pledge or margin accounts. (b) The Stockholder has the full right, power, authority and legal capacity to enter into this Agreement, and this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. 3. REPRESENTATIONS AND WARRANTIES OF MMI. MMI represents and warrants that: (a) It has the corporate power to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. (b) It has taken all corporate action necessary to authorize its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and that this Agreement has been duly and validly executed and delivered by MMI and constitutes a valid and binding obligation of MMI. 4. BINDING EFFECT; ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, personal representatives, successors and permitted assigns. This Agreement shall not be binding upon any successor beneficial owner of the Shares. 5. INJUNCTIVE RELIEF; REMEDIES CUMULATIVE. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of such party that are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies that may be available to the non-breaching party or parties upon the breach by any other party of such covenants and agreements, the non-breaching party or parties shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements. No remedy conferred upon or reserved to any party herein is intended to be exclusive of any other remedy, and every remedy shall be cumulative and in addition to every other remedy herein or now or hereafter existing at law, in equity or by statute. 2 6. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the law of conflicts of laws thereof. 7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written. MICROTEK MEDICAL, INC. By:_____________________________________ ________________________________________ [Name of Stockholder: to be signed exactly as name appears on certificates] No. of Shares: ________________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----