-----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, Q9m8iiLTz1UA2qT7GVmbEa4gEfdj0gGMsmG4GpyAnshaWxvjVsTk3ppWPgWVJyt7 gcNE6xTdvLXzkKa6PcLCiA== 0000950144-05-011938.txt : 20051116 0000950144-05-011938.hdr.sgml : 20051116 20051116145111 ACCESSION NUMBER: 0000950144-05-011938 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 GROUP MEMBERS: LABORATOIRES MDS QUEBEC LTEE GROUP MEMBERS: MDS INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MDS NORDION INC CENTRAL INDEX KEY: 0001062387 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 447 MARCH RD STREET 2: KANATA PROVIDENCE ONTARIO CITY: CANADA K2K 1X8 MAIL ADDRESS: STREET 1: 447 MARCH RD STREET 2: KANATA PROVIDENCE ONTARIO CITY: CANADA K2K 1X8 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOOD TECHNOLOGY SERVICE INC CENTRAL INDEX KEY: 0000868267 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 592618503 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54187 FILM NUMBER: 051209540 BUSINESS ADDRESS: STREET 1: 502 PRARIE MINE RD CITY: MULBERRY STATE: FL ZIP: 33860 BUSINESS PHONE: 8634250039 MAIL ADDRESS: STREET 1: 502 PRARIE MINE RD CITY: MULBERRY STATE: FL ZIP: 33860 FORMER COMPANY: FORMER CONFORMED NAME: VINDICATOR INC /FL/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VINDICATOR OF FLORIDA INC /FL/ DATE OF NAME CHANGE: 19600201 SC 13D/A 1 g98436dasc13dza.htm FOOD TECHNOLOGY SERVICE, INC. Food Technology Service, Inc.
Table of Contents

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 45)*

Food Technology Service, Inc.
(formerly Vindicator, Inc.)
(Name of Issuer)

Common Shares, $0.01 Par Value
(Title of Class of Securities)

344798103
(CUSIP Number)

Neil J. Gotfrit, Esq.
MDS Nordion, a division of MDS (Canada) Inc.
(a successor of MDS Nordion Inc.) ("MDS Nordion")
447 March Road
Ottawa, Ontario, Canada K2K 1X8
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 15, 2005
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table of Contents

             
CUSIP No. 344798103 Page 1 of 5
  1. Name of Reporting Person:
MDS Nordion 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC & Affiliate
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
3,706,997
9. Sole Dispositive Power:
10.Shared Dispositive Power:
3,706,997
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,706,997
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
32.28%
  14.Type of Reporting Person (See Instructions):
CO

2

Table of Contents

             
CUSIP No. 344798103 Page 2 of 5
  1. Name of Reporting Person:
Laboratoires MDS Quebec Ltée		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
Affiliate
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Quebec, Canada
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
3,706,997
9. Sole Dispositive Power:
10.Shared Dispositive Power:
3,706,997
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,706,997
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
32.28%
  14.Type of Reporting Person (See Instructions):
CO

3

Table of Contents

             
CUSIP No. 344798103 Page 3 of 5
  1. Name of Reporting Person:
MDS INC.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC & Affiliate
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
3,706,997
9. Sole Dispositive Power:
10.Shared Dispositive Power:
3,706,997
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,706,997
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
32.28%
  14.Type of Reporting Person (See Instructions):
CO

4

TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
Item 7. Materials to be filed as Exhibits
SIGNATURE

Table of Contents

     
Item 1.
  Security and Issuer
 
    
 
  Shares of Common Stock, $0.01 par value
 
  Food Technology Service, Inc.
 
  502 Prairie Mine Road
 
  Mulberry, Florida 33860 USA
 
    
 
 
 
     
Item 2.
  Identity and Background
 
    
 
  N/A
 
    
 
 
 
     
Item 3.
  Source and Amount of Funds or Other Consideration.
 
    
 
  N/A
 
    
 
 
 
     
Item 4.
  Purpose of Transaction
 
    
 
  Item 4 is hereby amended.
 
    
 
  FTSI has incurred indebtedness to MDS Nordion. A portion of that indebtedness, namely $363,184US (the “Convertible Indebtedness”) is convertible into common shares of FTSI at 70% of the closing price of the last trade date prior to the date of exercise of the conversion right.
 
    
 
  Since the 13D Amendment 44, filed with the SEC in March, 2005, (which calculated the beneficially owned shares based on the closing share price on March 22, 2005 i.e., 70% of $1.16 or $0.812) the closing share price of FTSI decreased to $1.08 as of November 15, 2005. The conversion price therefore on November 15, 2005 is $0.7560 (70% of $1.08).
 
    
 
  At the close of business on November 15, 2005, Nordion beneficially owned 3,706,997 shares of stock, which constitutes approximately 32.28% of the outstanding shares of FTSI. The number of shares beneficially owned as of November 15, 2005 has been computed by aggregating (i) the number of shares that Nordion actually owns minus 100,000 shares sold by private sale by MDS Nordion effective November 15, 2005; and (ii) the number of shares into which Nordion could elect to convert the Convertible Indebtedness on the basis of the closing price on November 15, 2005 (i.e., 70% of $1.08) or 480,415 shares. Pursuant to publicly available information 11,001,000 shares of Food Technology Service Inc. were issued and outstanding as of November 15, 2005.
 
    
 
 
 
     
Item 5.
  Interest in Securities of the Issuer
 
    
 
  See Item 4 and 6.
 
    
 
 
 
     
 
    
Item 6.
  Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
 
    
 
  By Letter Agreement dated November 15, 2005, MDS Nordion extended its waiver of right of conversion of interest accruing on FTSI Convertible Indebtedness to January 1, 2007.
 
    
     
Item 7.
  Materials to be filed as Exhibits
 
    
 
  N/A
 
    
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief the undersigned certify that the information set forth in this statement is true and correct.
         
Dated: November 16, 2005
        
 
        
    MDS NORDION, a division of MDS (Canada) Inc.
 
        
 
  By:   /s/ Neil J. Gotfrit
 
       
 
  Name:   Neil J. Gotfrit
 
  Title:   Associate General Counsel & Secretary
 
        
    MDS INC.
 
        
 
  By:   /s/ Peter E. Brent
 
       
 
  Name:   Peter E. Brent
 
  Title:   Senior Vice President & General Counsel
& Corporate Secretary
 
        
    LABORATOIRES MDS QUEBEC LTEE.
 
        
 
  By:   /s/ Peter E. Brent
 
       
 
  Name:   Peter E. Brent
 
  Title:   Vice President & Corporate Secretary

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