-----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, DGOqN93Mv38dmg6QpAGS//8XX25r0+a+Rky2arlXSeMaIsBJuSSWI4L8tMh+ArIb Qtjd4nl+8MPpwRUhgq75Fg== 0000064892-97-000011.txt : 19970702 0000064892-97-000011.hdr.sgml : 19970702 ACCESSION NUMBER: 0000064892-97-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970701 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN SCIENTIFIC INC CENTRAL INDEX KEY: 0000949876 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 510366422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49267 FILM NUMBER: 97634791 BUSINESS ADDRESS: STREET 1: 7435 GREENBUSH AVE CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91605 BUSINESS PHONE: 8185039201 MAIL ADDRESS: STREET 1: 7435 GREENBUSH AVE CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR CORP /MN/ CENTRAL INDEX KEY: 0000064892 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 410950791 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5425 HOLLISTER AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056816000 MAIL ADDRESS: STREET 1: 5425 HOLLISTER AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93111 SC 13D 1 SCHEDULE 13D 6 5 SCHEDULE 13D Initial Filing North American Scientific, Inc. Common Stock Cusip #: 657 15D 10 0 Filing Fee: None Cusip # 657 15D 10 0 Item 1: Reporting Person - Mentor Corporation - Tax ID: 41-0950791 Item 4: WC Item 6: State of Minnesota Item 7: 250,000 Item 8: None Item 9: 250,000 Item 10: None Item 11: 250,000 Item 13: 7.5% Item 14: CO Item 1. Security and Issuer This statement relates to shares of the Common Stock of North American Scientific, Inc., a Delaware corporation (the "Company"), having a CUSIP number of 657 15D 10 0. The principal executive offices of the Company are located at 7435 Greenbush Avenue, North Hollywood, CA 91605. Item 2. Identity and Background This statement is being filed by Mentor Corporation, a Minnesota corporation ("Mentor"). Mentor is a manufacturer and marketer of medical products. The principal offices of Mentor are located at 5425 Hollister Avenue, Santa Barbara, CA 93111. The name, residence or business address, principal occupation or employment and citizenship of the executive officers and directors of Mentor are set forth in Schedule A hereto. Within the last five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On June 17, 1997, Mentor purchased 250,000 shares of Common Stock for cash consideration of $1,000,000.00 ($4.00 per Share). These Shares were issued pursuant to a Stock Purchase Agreement, signed in conjunction with an Exclusive Marketing and Distribution Agreement. The Common Stock is "Restricted Securities" for purposes of federal and state securities laws. Mentor used its own working capital funds in making such purchase and no part of the purchase price is represented by borrowed funds. The Stock Purchase Agreement also calls for an additional investment by Mentor through the purchase of 333,334 shares of Series A Convertible Preferred Stock for cash consideration of $2,000,000.00 ($6.00 per share) upon the completion of certain milestones by the Company. The Series A Convertible Preferred Stock is convertible into shares of Common Stock on a one to one basis. The Preferred Stock carries a dividend of eight (8) percent per annum, and can be repurchased by the Company at any time prior to conversion for $6.00 per share plus accrued dividends. Mentor expects to pay for the Preferred Stock from its own working capital. Item 4. Purpose of Transaction The purpose of Mentor in purchasing Shares is to initiate an equity interest in the Company and to support the Exclusive Marketing and Distribution Agreement, under which Mentor will distribute certain of the Company's products. Mentor intends to maintain the equity position in the Company during the term of the Distribution Agreement, so long as there is a mutually beneficial relationship between the two companies. Mentor does not have any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material changes in the Company's business or corporate structure, except as it relates to the Series A Convertible Preferred Stock, (iv) any change in the Company's charter or by-laws, or (v) the Company's Common Stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer (a) Mentor beneficially owns 250,000 Shares, or approximately 7.5% of the outstanding shares of the Company. Upon issuance, if consummated, of the Series A Convertible Preferred Stock, Mentor would beneficially own 583,334 Shares, or approximately 16.0%. (b) Mentor has the sole power to vote, direct the vote, and dispose of the Shares. (c) Except as stated in Item 3 above, neither Mentor nor, to the best knowledge of Mentor, any of the persons named in Schedule A hereto, effected any transactions in shares during the past sixty (60) days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither Mentor nor any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits Not Applicable. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. 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. Mentor Corporation Date: June 30, 1997 By: /s/ GARY E. MISTLIN Gary E. Mistlin Vice President of Finance/ Treasurer SCHEDULE A The name and present principal occupation or employment of each executive officer and director of Mentor are set forth below. Unless otherwise noted, the business address of each person is 5425 Hollister Ave., Santa Barbara, CA 93111. The address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. BOARD OF DIRECTORS NAME EMPLOYED BY PRINCIPAL OCCUPATION Eugene G. Glover Self-employed Private investor Walter W. Faster General Mills, Inc. VP, Corporate Growth and PO Box 1113 Development 9200 Wayzata Blvd Minneapolis, MN 55440 Michael Nakonechny NAK Associates Corp President 1667 N. Forge Mountain Dr Valley View, PA 19481 Byron G. Shaffer Self-employed Private investor 5200 Wilson Road Suite 203 Edina, MN 55424 Dr. Richard W. Young Self-employed Private investor 5200 Wilson Road Suite 203 Edina, MN 55424 OFFICERS Christopher J. Conway Director Chairman and CEO Chairman and CEO Anthony R. Gette Director President and COO President and COO Gary E. Mistlin VP, Finance/Treasurer and VP, Finance/Treasurer CFO and CFO Dennis E. Condon President, Mentor H/S President, Mentor H/S William M. Freeman President, Mentor President, Mentor Ophthalmics Ophthalmics Karen H. Edwards VP, Regulatory Affairs and VP, Regulatory Affairs Quality Assurance and Quality Assurance Bobby Purkait VP, Research & Development VP, Research & Development -----END PRIVACY-ENHANCED MESSAGE-----