UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Sontra Medical Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
--------------------------------------------------------------------------------
(Title of Class of Securities)
83568W 10 9
--------------------------------------------------------------------------------
(CUSIP Number)
Thomas W. Davison, 58 Charles Street, Cambridge, MA 02141, Tel: (617) 494-5337
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 20, 2002
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
with a copy to:
Lawrence S. Wittenberg, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
Tel: (617) 248-7000
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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 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).
PAGE 1 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Gary S. Kohler
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 918,460
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 918,460
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572(2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
PAGE 2 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Michael R. Wigley
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 822,066
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 822,066
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572(2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
PAGE 3 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 (ENTITIES ONLY).
James R. McNab, Jr.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 517,822
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 517,822
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572 (2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76% (1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
PAGE 4 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 (ENTITIES ONLY).
Robert S. Langer
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 503,370
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 503,572
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572 (2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76% (1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
PAGE 5 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Joseph Kost
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Israel
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 513,005
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 513,005
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572 (2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76% (1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
------------------------------------------------------------------------------
PAGE 6 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Essex Woodlands Health Ventures Fund IV, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,453,429
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,453,429
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572(2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
------------------------------------------------------------------------------
PAGE 7 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 (ENTITIES ONLY).
Vanguard VI, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,303,788
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,303,788
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572 (2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76% (1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
------------------------------------------------------------------------------
PAGE 8 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 (ENTITIES ONLY).
Vanguard VI Affiliates Fund, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 53,922
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 53,922
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572 (2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76% (1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
------------------------------------------------------------------------------
PAGE 9 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
H&Q Life Sciences Investors
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 457,081
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 457,081
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572(2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IV
------------------------------------------------------------------------------
PAGE 10 OF 19 PAGES
SCHEDULE 13D
CUSIP NO. 83568W 10 9
---------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
H&Q Healthcare Investors
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 685,621
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,180,572
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 685,621
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,180,572(2)
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
76%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IV
------------------------------------------------------------------------------
PAGE 11 OF 19 PAGES
(1) Based on 9,449,425 shares of common stock of Sontra Medical Corporation
outstanding on June 26, 2002, which number includes (i) 3,035,795 shares of
common stock as represented by Sontra Medical Corporation in the Registration
Statement on Amendment No. 2 to Form S-4 filed with the Securities and Exchange
Commission on May 16, 2002, (ii) 6,210,289 shares of common stock issuable to
Sontra Medical, Inc. shareholders in connection with the Merger (as defined
below), and (iii) 203,341 shares of common stock that may become outstanding
within 60 days upon the exercise of options and warrants.
(2) Each of the reporting persons disclaims beneficial ownership of any such
shares of common stock of Sontra Medical Corporation, except for the shares, if
any, such reporting person holds of record. The filing of this Schedule 13D
shall not be construed as an admission that any reporting person is the
beneficial owner of any securities covered by this Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
issued and outstanding shares of common stock, $ 0.01 par value ("Company Common
Stock"), of Sontra Medical Corporation, a Minnesota corporation (the "Company").
The principal executive office of the Company is located at 58 Charles Street,
Cambridge, MA 02141, telephone number (617) 494-5337.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by (i) Gary S. Kohler and Michael Wigley
(together, the "Directors"), and (ii) James R. McNab, Jr., Robert S. Langer,
Joseph Kost, Essex Woodlands Health Ventures Fund IV, L.P. ("Essex"), Vanguard
VI, L.P., Vanguard VI Affiliates Fund, L.P. (together with Vanguard VI, L.P.,
the "Vanguard Entities"), H&Q Life Sciences Investors and H&Q Healthcare
Investors (together with H&Q Life Sciences Investors, the "H&Q Entities" and,
the H&Q Entities together with Messrs. McNab, Langer and Kost, Essex and the
Vanguard Entities, the "Shareholders").
(b) The principal business address of Mr. Kohler is Whitebox Advisors, 3033
Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416. The principal
business address of Mr. Wigley is P.O. Box 376, Long Lake, MN 55356-0376. The
principal business address of Messrs. McNab and Kost is Sontra Medical
Corporation, 58 Charles Street, Cambridge, MA 02141. The principal business
address of Dr. Langer is Massachusetts Institute of Technology, Department of
Chemical Engineering, 77 Massachusetts Avenue, Building E25, Room 342,
Cambridge, MA 02139. The principal business address of Essex is Waterway Plaza
Two, 10001 Woodloch Forest Drive, Suite 175, The Woodlands, Texas 77380. The
principal business address of the Vanguard Entities is 1330 Post Oak Blvd.,
Suite 1550, Houston, TX 77056. The principal business address of the H&Q
Entities is 50 Rowes Wharf, 4th Floor, Boston, MA 02110.
(c) Mr. Kohler is currently employed by Pyramid Trading Limited
Partnership. Mr. Wigley is currently employed by Great Plains Companies, Inc.
Messrs. McNab and Kost are employed by the Company. Dr. Langer is employed as a
professor by the Massachusetts Institute of Technology and is a consultant of
the Company. Essex and the Vanguard Entities are venture capital partnerships.
The H&Q Entities are business trusts registered as diversified closed-end
management investment companies.
(d) During the five years prior to the date hereof, neither the Directors
nor any of the Shareholders have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the five years prior to the date hereof, neither the Directors
nor any of the Shareholders have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person was or is subject to a judgment, decree or final order
PAGE 12 OF 19 PAGES
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
(f) Each of Messrs. Kohler, Wigley, McNab and Langer is a United States
citizen. Dr. Kost is an Israeli citizen. Essex is a limited partnership
organized under the laws of the State of Delaware. Each of the Vanguard Entities
is a limited partnership organized under the laws of the State of Delaware. Each
of the H&Q Entities is a trust organized under the laws of the Commonwealth of
Massachusetts.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
During the period from March 14, 1998 to June 26, 2002, Mr. Wigley
acquired 528,400 shares of Company Common Stock, for an aggregate purchase price
of $1,253,061. The source of funds of these purchases were the personal funds of
Mr. Wigley. No part of the purchase price was or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the securities.
During the period from September 1, 1989 to June 26, 2002, Mr. Kohler
acquired 918,460 shares of Company Common Stock, for an aggregate purchase price
of $974,000. The source of funds of these purchases were the personal funds of
Mr. Kohler. No part of the purchase price was or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the securities.
On June 20, 2002, the Company consummated a business combination (the
"Merger") with Sontra Medical, Inc. ("Sontra"). As a result of the Merger, the
outstanding shares of Sontra's stock were converted into the right to receive
newly-issued shares of Company Common Stock based on an exchange ratio of 0.1927
of a share of Company Common Stock for each share of Sontra common stock. Based
on this exchange ratio, an aggregate of 6,210,289 shares of Company Common Stock
were issued to the shareholders of Sontra on the closing date of the Merger,
resulting in the shareholders of Sontra owning approximately 67% of outstanding
shares of Company Common Stock and the Company's shareholders owning
approximately 33% of the outstanding shares of Company Common Stock. Of the
6,210,289 shares of Company Common Stock issued in the Merger, an aggregate of
5,435,046 shares were issued to the Shareholders. For purposes of this Schedule
13D filing, the Shareholders may be deemed to have acquired the shares of
Company Common Stock in connection with changing or influencing the control of
the Company, or as a participant in a transaction having that purpose or effect.
No monetary consideration was paid by the Shareholders to the Company in
connection with their exchange of shares in the Merger.
ITEM 4. PURPOSE OF TRANSACTION.
As stated in Item 3, on June 20, 2002, the Company and Sontra
consummated the Merger. In connection with the Merger, the Directors and the
Shareholders entered into a certain director voting agreement (the "Director
Voting Agreement"). The following is a summary of the Director Voting Agreement.
This summary is not a complete description of the terms and conditions of the
Director Voting Agreement and is qualified in its entirety by reference to the
Director Voting Agreement, which is attached hereto as Exhibit 2 and which
Director Voting Agreement is specifically incorporated by reference into this
Schedule 13D. Pursuant to the Director Voting Agreement, the Shareholders have
agreed to vote all of the shares of Company Common Stock owned or acquired by
them (the "Shares") as follows: (i) to cause and maintain the election of the
Directors to the Board of Directors of the Company, and (ii) against the
approval of any other proposal or action which would or could reasonably be
PAGE 13 OF 19 PAGES
expected to impede, frustrate, prevent, prohibit or discourage the election of
the Directors to the Board of Directors of the Company. The shared voting power
of the Directors and the Shareholders pursuant to the Director Voting Agreement
currently relates to 7,180,572 issued and outstanding shares of Company Common
Stock. The Shareholders retain the right to vote their Shares in their
discretion with respect to matters other than those identified in the Director
Voting Agreement. The Director Voting Agreement terminates as of the later of
(i) immediately following the third meeting of the shareholders of the Company
called for the purpose of electing directors of the Company, or (ii) June 20,
2005.
Other than as described above, each of the Directors and the
Shareholders has no plan or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(i) of this Schedule 13D (although each of the
Directors and the Shareholders individually reserve the right to acquire
additional securities of the Company or dispose of additional securities of the
Company).
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries.
(c) A sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries.
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend
policy of the Company.
(f) Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940.
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person.
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association. (Following the consummation of the Merger, the
Company is now required to meet the initial listing requirements for
the Nasdaq SmallCap Market. If it cannot meet these requirements, the
Company will be de-listed from the Nasdaq SmallCap Market).
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of the Director Voting Agreement, each of the
Directors and the Shareholders may be deemed to be the beneficial owner of
7,180,572 shares of Company Common Stock pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, by virtue of their direct or
indirect right to direct the voting of the shares beneficially and collectively
owned by the Directors and the Shareholders pursuant to the terms of the
Director Voting Agreement. Such Company Common Stock currently constitutes
approximately 76.0% of the issued and outstanding shares of Company Common Stock
(based on 9,449,425 shares of Company Common Stock outstanding and 203,341
shares of
PAGE 14 OF 19 PAGES
Company Common Stock that may become outstanding within 60 days upon the
exercise of options and warrants).
Mr. Kohler has beneficial ownership, including the sole power to vote
and to direct the disposition, of 918,460 shares of Company Common Stock, which
constitute approximately 9.7% of the Company Common Stock issued and
outstanding. The 918,460 shares of Company Common Stock include 40,000 shares
held by Mr. Kohler as custodian for the benefit of his children. Mr. Kohler
disclaims beneficial ownership of such shares held by him as custodian for the
benefit of his children. Mr. Kohler has shared power to vote 7,180,572 shares of
Company Common Stock for the limited purposes described in Item 4 to Schedule
13D, which represent approximately 76.0% of the Company Common Stock assuming
the exercise of options and warrants within 60 days. Mr. Kohler does not share
dispositive power with respect to any shares of Company Common Stock. Mr. Kohler
is not entitled to any rights as a shareholder of the Company for, and disclaims
beneficial ownership of, the shares of Company Common Stock covered by the
Director Voting Agreement other than the 918,460 shares over which he has sole
voting and dispositive power, as described above.
Mr. Wigley has beneficial ownership, including the sole power to vote
and to direct the disposition, of 822,066 shares of Company Common Stock, which
constitute approximately 8.7% of the Company Common Stock issued and outstanding
assuming the exercise of options and warrants within 60 days. The 822,066 shares
of Company Common Stock include 100,200 shares that are held by Mr. Wigley as
custodian for his minor children and 298,666 shares of Company Common Stock
which Mr. Wigley may acquire within 60 days upon exercise of options and
warrants. Mr. Wigley disclaims beneficial ownership of the shares held by his
minor children. Mr. Wigley has shared power to vote 7,180,572 shares of Company
Common Stock for the limited purposes described in Item 4 to Schedule 13D, which
represent approximately 76.0% of the Company Common Stock assuming the exercise
of options and warrants within 60 days. Mr. Wigley does not share dispositive
power with respect to any shares of Company Common Stock. Mr. Wigley is not
entitled to any rights as a shareholder of the Company for, and disclaims
beneficial ownership of, the shares of Company Common Stock covered by the
Director Voting Agreement other than the 822,066 shares over which he has sole
voting and dispositive power, as described above.
Mr. McNab has beneficial ownership, including the sole power to vote
and to direct the disposition, of 517,822 shares of Company Common Stock, which
constitute approximately 5.5% of the Company Common Stock issued and outstanding
assuming the exercise of options and warrants within 60 days. The 517,822 shares
of Company Common Stock include 106,918 shares that are held by the J.R. and
M.W. McNab Family LLC and 24,087 shares of Company Common Stock which Mr. McNab
may acquire within 60 days upon exercise of options and warrants. Mr. McNab has
shared power to vote 7,180,572 shares of Company Common Stock for the limited
purposes described in Item 4 to Schedule 13D, which represent approximately
76.0% of the Company Common Stock assuming the exercise of options and warrants
within 60 days. Mr. McNab does not share dispositive power with respect to any
shares of Company Common Stock. Mr. McNab is not entitled to any rights as a
shareholder of the Company for, and disclaims beneficial ownership of, the
shares of Company Common Stock covered by the Director Voting Agreement other
than the 517,822 shares over which he has sole voting and dispositive power, as
described above.
Dr. Langer has beneficial ownership, including the sole power to vote
and to direct the disposition, of 503,370 shares of Company Common Stock, which
constitute approximately 5.3% of the Company Common Stock issued and outstanding
assuming the exercise of options and warrants within 60 days. The 503,370 shares
of Company Common Stock include 28,905 shares of Company Common Stock that are
held by Laura Langer as custodian for Dr. Langer's minor children, 28,905 shares
of Company Common Stock that are held by Dr. Langer's minor children, and 9,635
shares of Company Common Stock which Dr. Langer may acquire within 60 days upon
exercise of options and warrants. Dr.
PAGE 15 0F 19 PAGES
Langer disclaims beneficial ownership of the shares held by Laura Langer as
custodian for Dr. Langer's minor children and by his minor children. Dr. Langer
has shared power to vote 7,180,572 shares of Company Common Stock for the
limited purposes described in Item 4 to Schedule 13D, which represent
approximately 76.0% of the Company Common Stock assuming the exercise of options
and warrants within 60 days. Dr. Langer does not share dispositive power with
respect to any shares of Company Common Stock. Dr. Langer is not entitled to any
rights as a shareholder of the Company for, and disclaims beneficial ownership
of, the shares of Company Common Stock covered by the Director Voting Agreement
other than the 503,370 shares over which he has sole voting and dispositive
power, as described above.
Dr. Kost has beneficial ownership, including the sole power to vote and
to direct the disposition, of 513,005 shares of Company Common Stock, which
constitute approximately 5.4% of the Company Common Stock issued and outstanding
assuming the exercise of options and warrants within 60 days. The 513,005 shares
of Company Common Stock include 19,270 shares of Company Common Stock which Dr.
Kost may acquire within 60 days upon exercise of options and warrants. Dr. Kost
has shared power to vote 7,180,572 shares of Company Common Stock for the
limited purposes described in Item 4 to Schedule 13D, which represent
approximately 76.0% of the Company Common Stock assuming the exercise of options
and warrants within 60 days. Dr. Kost does not share dispositive power with
respect to any shares of Company Common Stock. Dr. Kost is not entitled to any
rights as a shareholder of the Company for, and disclaims beneficial ownership
of, the shares of Company Common Stock covered by the Director Voting Agreement
other than the 513,005 shares over which he has sole voting and dispositive
power, as described above.
Essex has beneficial ownership, including the sole power to vote and to
direct the disposition, of 1,453,429 shares of Company Common Stock, which
constitute approximately 15.4% of the Company Common Stock issued and
outstanding assuming the exercise of options and warrants within 60 days. The
1,453,429 shares of Company Common Stock include 50,000 shares of Company Common
Stock which Martin P. Sutter ("Sutter") may acquire within 60 days upon exercise
of options and warrants. Essex disclaims beneficial ownership of the shares held
by Sutter. Essex has shared power to vote 7,180,572 shares of Company Common
Stock for the limited purposes described in Item 4 to Schedule 13D, which
represent approximately 76.0% of the Company Common Stock assuming the exercise
of options and warrants within 60 days. Essex does not share dispositive power
with respect to any shares of Company Common Stock. Essex is not entitled to any
rights as a shareholder of the Company for, and disclaims beneficial ownership
of, the shares of Company Common Stock covered by the Director Voting Agreement
other than the 1,453,429 shares over which he has sole voting and dispositive
power, as described above.
The Vanguard Entities have beneficial ownership, including the sole
power to vote and to direct the disposition, of 1,357,710 shares of Company
Common Stock, which constitute approximately 14.4% of the Company Common Stock
issued and outstanding assuming the exercise of options and warrants within 60
days. The Vanguard Entities have shared power to vote 7,180,572 shares of
Company Common Stock for the limited purposes described in Item 4 to Schedule
13D, which represent approximately 76.0% of the Company Common Stock assuming
the exercise of options and warrants within 60 days. The Vanguard Entities do
not share dispositive power with respect to any shares of Company Common Stock.
The Vanguard Entities are not entitled to any rights as a shareholder of the
Company for, and disclaim beneficial ownership of, the shares of Company Common
Stock covered by the Director Voting Agreement other than the 1,357,710 shares
over which the Vanguard Entities have sole voting and dispositive power, as
described above.
The H&Q Entities have beneficial ownership, including the sole power to
vote and to direct the disposition, of 1,142,702 shares of Company Common Stock,
which constitute approximately 12.1% of the Company Common Stock issued and
outstanding assuming the exercise of options and warrants
PAGE 16 OF 19 PAGES
within 60 days. The H&Q Entities have shared power to vote 7,180,572 shares of
Company Common Stock for the limited purposes described in Item 4 to Schedule
13D, which represent approximately 76.0% of the Company Common Stock assuming
the exercise of options and warrants within 60 days. The H&Q Entities do not
share dispositive power with respect to any shares of Company Common Stock. The
H&Q Entities are not entitled to any rights as a shareholder of the Company for,
and disclaim beneficial ownership of, the shares of Company Common Stock covered
by the Director Voting Agreement other than the 1,142,702 shares over which the
H&Q Entities have sole voting and dispositive power, as described above.
(c) Mr. Wigley has effected the transactions in the Company Common
Stock set forth on Exhibit 4 hereto since his most recent filing on Schedule
13D. None of Mr. Kohler or the Shareholders have effected any transaction in the
Company Common Stock within the past 60 days.
(d) Except as described above, no person other than the Directors and
the Shareholders has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Company Common
Stock beneficially owned by the Directors and the Shareholders respectively.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as otherwise described in this Schedule 13D, neither the
Directors or any Shareholder has executed any other contracts, arrangements,
understandings or relationships with any persons with respect to any securities
of the Company, including, but not limited to, transfer or voting of any
securities, guarantees of profits, division of profits or losses, or the giving
or withholding of proxies, except as described in Exhibit 1. Such documents are
qualified in their entirety by reference to the document included as Exhibit 1
attached hereto and incorporated herein in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
1 Registration Statement on Form S-4/A as filed by the Company on
May 16, 2002, including the Agreement and Plan of Reorganization,
dated as of February 27, 2002, by and among ChoiceTel
Communications, Inc., CC Merger Corp. and Sontra Medical, Inc.
attached as Annex A thereto (incorporated herein by reference,
File No. 333-86814).
2 Director Voting Agreement, dated as of June 20, 2002, by and
among the Directors and the Shareholders.
3 Joint Filing Agreement, dated as of July 1, 2002, by and among
the Directors and the Shareholders.
4 Transactions by Reporting Persons in Company Common Stock Since
June 1, 2002.
PAGE 17 OF 19 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 1, 2002
/s/ Gary S. Kohler
----------------------------------------
Gary S. Kohler
/s/ Michael R. Wigley
----------------------------------------
Michael R. Wigley
/s/ James R. McNab, Jr.
----------------------------------------
James R. McNab, Jr.
/s/ Robert S. Langer
----------------------------------------
Robert S. Langer
/s/ Joseph Kost
----------------------------------------
Joseph Kost
ESSEX WOODLANDS HEALTH VENTURES
FUND IV, L.P.
By: Essex Woodlands Health Ventures IV,
L.L.C., general partner
By: /s/ Martin P. Sutter
-------------------------------------
Name: Martin P. Sutter
Title: Managing Director
PAGE 18 OF 19 PAGES
VANGUARD VI, L.P.
By: Vanguard VI Venture Partners,
L.L.C., general partner
By: /s/ Robert D. Ulrich
-------------------------------------
Name: Robert D. Ulrich
Title: Member
VANGUARD VI AFFILIATES FUND, L.P.
By: Vanguard VI Venture Partners,
L.L.C., general partner
By: /s/ Robert D. Ulrich
-------------------------------------
Name: Robert D. Ulrich
Title: Member
H&Q HEALTHCARE INVESTORS
By: /s/ Kim Carroll
-------------------------------------
Name: Kim Carroll
Title: Treasurer
H&Q LIFE SCIENCES INVESTORS
By /s/ Kim Carroll
--------------------------------------
Name: Kim Carroll
Title: Treasurer
PAGE 19 OF 19 PAGES