sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Paula L. Skidmore
c/o Nadel and Gussman, LLC
15 East 5th Street, Suite 3200
Tulsa, Oklahoma 74103
(918) 538-3333
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 Rule 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 persons 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).
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Boston Avenue Capital LLC |
|
|
|
|
|
|
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 |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Oklahoma
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
12,833,874 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
12,833,874 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,833,874 |
|
|
|
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) |
|
|
|
33.2% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO (Limited Liability Company) |
2
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Yorktown Avenue Capital, LLC |
|
|
|
|
|
|
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 |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Oklahoma
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
63,500 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
63,500 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
63,500 |
|
|
|
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) |
|
|
|
0.2% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO (Limited Liability Company) |
3
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Stephen J. Heyman |
|
|
|
|
|
|
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) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
-0- |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,897,374 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
-0- |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,897,374 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,897,374 |
|
|
|
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) |
|
|
|
33.4% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
4
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
James F. Adelson |
|
|
|
|
|
|
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) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
-0- |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,897,374 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
-0- |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,897,374 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,897,374 |
|
|
|
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) |
|
|
|
33.4% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
5
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Charles M. Gillman |
|
|
|
|
|
|
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) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
-0- |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,897,374 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
-0- |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,897,374 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,897,374 |
|
|
|
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) |
|
|
|
33.4% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
6
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $0.01 par value (the Common Stock) of
CompuMed, Inc., a Delaware corporation (the Issuer). The principal executive office and mailing
address of the Issuer is 5777 West Century Boulevard, Suite 360, Los Angeles, California 90045.
Item 2. Identity and Background
This Schedule 13D is jointly filed by Boston Avenue Capital LLC, Yorktown Avenue Capital, LLC,
Stephen J. Heyman, James F. Adelson and Charles M. Gillman (the Reporting Persons).
Boston Avenue Capital LLC (Boston) and Yorktown Avenue Capital, LLC (Yorktown), are
Oklahoma limited liability companies whose principal business is investment. Messrs. Stephen J.
Heyman and James F. Adelson are the joint managers of Boston and Yorktown. Mr. Charles M. Gillman
is the portfolio manager of Boston and Yorktown.
As joint managers of Boston and Yorktown, Messrs. Heyman and Adelson may each exercise voting
and dispositive power over the shares of Common Stock held by Boston and Yorktown. As portfolio
manager for Boston and Yorktown, Mr. Gillman may also exercise voting and dispositive power over
the shares of Common Stock held by Boston and Yorktown. As a result, Messrs. Heyman, Adelson and
Gillman may each be deemed to be indirect beneficial owners of shares of Common Stock held by
Boston and Yorktown.
The principal occupation of each of Messrs. Heyman and Adelson is independent oil and gas
exploration and development. Mr. Gillmans principal occupation is providing portfolio management
services to Nadel and Gussman, LLC, a management company that employs personnel for its
family-related entities and affiliates. Messrs. Heyman, Adelson and Gillman are U.S. citizens.
The principal business address of Boston, Yorktown and Messrs. Heyman and Adelson is 15 East
5th Street, Suite 3200, Tulsa, Oklahoma 74103. The principal business address of Mr. Gillman is 15
East 5th Street, Suite 2660, Tulsa, Oklahoma 74103.
None of the Reporting Persons have, during the past five years, been convicted of any criminal
proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order 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.
Item 3. Source and Amount of Funds or Other Consideration
As of January 22, 2010, Boston had invested $2,000,000 in the Issuer pursuant to a Securities
Purchase Agreement dated March 12, 2007, and Yorktown had invested $19,085 (including commissions
and fees) in the Common Stock of Issuer. The source of funds for these investments was the
respective working capital of Boston and Yorktown.
Item 4. Purpose of Transaction
Amended Revolving Line of Credit Agreement
On December 16, 2008, the Issuer and Boston entered into an amended revolving line of credit
agreement (the Amended Credit Agreement), pursuant to which the Issuer executed and delivered to
Boston a promissory note dated December 16, 2008, in the original principal amount of $4,000,000
(the New Note). The Amended Credit Agreement establishes a revolving line of credit for the
Issuer in the aggregate principal amount of up to $4,000,000, through December 31, 2010. The
Amended Credit Agreement terminates and replaces in its entirety the Revolving Line of Credit
Agreement between the Issue and Boston dated February 15, 2008 (the Original Credit Agreement). The New Note terminates and replaces in its entirety the Promissory Note executed
by the Issuer in favor of Boston dated February 15, 2008, in the original principal sum of
$4,000,000.
7
Advances may be requested from time to time under the Amended Credit Agreement, provided,
however, that no advances will be made under the amended revolving line of credit: (i) if any
requested advance, when added to the outstanding principal balance of all previous advances, will
exceed $4,000,000, (ii) if the board members of the Issuer as of the date of the Amended Credit
Agreement (or successor or additional directors approved by Boston), fail to comprise all of the
directors of the Issuer, (iii) if the members of the board of directors of the Issuer fail to
unanimously approve a requested advance, (iv) if there are any undisclosed material liabilities a
the time of an advance, and (iv) without the consent of Boston (in its sole discretion) if, at the
time a request for an advance is made, the Issuer or any of its officers, directors, employees,
shareholders or affiliates is a party to any pending legal proceedings related to the Issuer or its
affiliates.
Advances made pursuant to the Amended Credit Agreement shall bear interest at the current
three-month London Interbank Offered Rate (LIBOR), payable quarterly in arrears for the prior
fiscal quarter on the fifth business day of each January, April, July and October commencing after
the first advance. The Amended Credit Agreement provides that unused amounts up to the total
commitment shall bear interest at a rate of one percent (1%) per annum, compounded annually on the
first business day of each calendar year. Advances under the Amended Credit Agreement may be
prepaid at any time in whole or in part without premium or penalty. Boston is not required to
maintain a third party letter of credit in support of the Amended Credit Agreement.
The Amended Credit Agreement contains customary representations and warranties of the Issuer.
The Amended Credit Agreement also includes certain customary events of default including, but not
limited to: Issuers failure to pay principal or interest when due (subject to grace period); any
representation or warranty of Issuer proving to have been materially incorrect when made or
confirmed; Issuers failure to perform or observe covenants set forth the in the Amended Credit
Agreement; and bankruptcy and insolvency defaults by Issuer.
In the event of an advance under Amended Credit Agreement, Boston will receive a common stock
purchase warrant (the Draw Down Warrant) from the Issuer for a purchase price of $5,000. The Draw
Down Warrant will entitle Boston to purchase up to 16,000,000 shares of Common Stock at any time or
from time to time from the date of the Draw Down Warrant through December 15, 2028, at a purchase
price of $2 per share, when and if such shares are authorized for issuance by the shareholders of
the Issuer. In the event the shareholders do not authorize the issuance of the additional shares
within two years following the date of any Advance under the Amended Credit Agreement, then Boston
shall be entitled to put the Draw Down Warrant to the Issuer for a price equal to the sum of $5,000
plus 8% per annum, compounded annually form the issue date.
The Amended Credit Agreement provides that if no advances are made thereunder, the Amended
Credit Agreement and the New Note will automatically expire on December 31, 2010. In the event
advances have been made, the Amended Credit Agreement and the New Note shall remain in effect until
such time as all principal and interest on the outstanding advances has been paid in full. The New
Note matures on December 31, 2017.
Cancellation of Common Stock Purchase Warrant
The common stock purchase warrant issued to Boston under the Original Credit Agreement (the
Original Warrant) for a purchase price of $5,000, was cancelled on December 16, 2008, pursuant to
the terms of the Amended Credit Agreement. The Issuer will refund the purchase price of the
Original Warrant to Boston in installment payments. Under the terms of the Original Warrant, Boston
had the option to acquire 16,000,000 shares of the Issuers common stock at a variable price per
share based on the trading price of the common stock. The Original Warrant was only exercisable by
Boston if the shareholders of the Issuer approved an increase in the authorized shares of the
Issuer sufficient to permit the reservation and issuance of shares upon the exercise of the
Original Warrant. Although Boston previously reported beneficial ownership of the Common Stock
underlying the Original Warrant, the required increase in the authorized shares of the Issuer was
never approved by the shareholders.
8
The description of the Amended Credit Agreement provided above is qualified in its entirety by
the terms of the Amended Revolving Credit Agreement, which is filed as Exhibit 10.26 to the
Issuers Current Report on Form 8-K filed December 18, 2008.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the
Common Stock, consistent with its investment purpose, each Reporting Person at any time and from
time to time may acquire additional Common Stock or dispose of any or all of its Common Stock
depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market
conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or
other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage in
communications with one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer and/or one or more
representatives of the Issuer regarding the Issuer, including but not limited to its operations.
The Reporting Persons may discuss ideas that, if effected may result in any of the following: the
acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate
transaction involving the Issuer, and/or changes in the board of directors or management of the
Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting
Persons has any plans or proposals which relate to, or could result in, any of the matters referred
to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The aggregate percentage ownership of Common Stock reported by the Reporting Persons is based
upon 26,093,742 shares outstanding, which is the total number of shares of Common Stock outstanding
as of December 28, 2009, reported in the Issuers Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on December 29, 2009.
As of the close of business on January 22, 2010, Boston directly owned, in the aggregate (i)
332,874 shares of Common Stock, (ii) 8,334,000 shares of Common Stock which it can acquire through
the conversion of 4,167 shares of the Class D 2% Convertible Preferred Stock (the Class D
Convertible Stock) of the Issuer and (iii) 4,167,000 shares of Common Stock which it can acquire
through the exercise of a Common Stock Purchase Warrant dated March 12, 2007, which would result in
a beneficial ownership of 33.2% (on a diluted basis) of the Common Stock. As of the close of
business on January 22, 2010, Yorktown directly owned 63,500 shares of Common Stock, which
represents a 0.2% beneficial ownership of the Common Stock. The total beneficial ownership of
Boston and Yorktown is 33.4% (on a diluted basis) of the Issuers Common Stock. Boston and Yorktown
have sole direct voting and dispositive power over the shares they own.
None of Messrs. Heyman, Adelson or Gillman beneficially owns directly any shares of Common
Stock. As discussed in Item 2., Messrs. Heyman, Adelson and Gillman have indirect, shared voting
and dispositive power over the shares of Common Stock owned by Boston and Yorktown, and therefore
are each indirect beneficial owners of the shares of Common Stock owned by Boston and Yorktown.
During the period since the last filing on Schedule 13D on February 27, 2008, Boston has
acquired (i) 121,775 shares of Common Stock pursuant to a Common Stock dividend on the Class D
Convertible Stock recorded March 12, 2008, and (ii) 211,099 shares of Common Stock pursuant to a
dividend on the Class D Convertible Stock recorded March 12, 2009.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Please see Item 4 regarding the Amended Credit Agreement and the cancellation of the Original
Warrant.
Mr. Gillman serves on the Board of Directors of the Issuer.
9
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into a Joint Filing Agreement, dated as of January 22, 2010, a copy of which is filed
herewith as Exhibit 99.1 and which is incorporated herein by reference.
Except as set forth in response to other Items of this Schedule 13D, to the best knowledge of
the Reporting Persons, there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such Reporting Persons and any
person with respect to any securities of the Issuer, including but not limited to, transfer or
voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 |
|
Joint Filing Agreement, dated January 22, 2010, by and among the Reporting Persons
relating to the filing of a joint statement on Schedule 13D. |
10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2010
|
|
|
|
|
|
BOSTON AVENUE CAPITAL LLC
|
|
|
By: |
/s/ Stephen J. Heyman
|
|
|
|
Name: |
Stephen J. Heyman |
|
|
|
Title: |
Manager |
|
|
|
YORKTOWN AVENUE CAPITAL, LLC
|
|
|
By: |
/s/ Stephen J. Heyman
|
|
|
|
Name: |
Stephen J. Heyman |
|
|
|
Title: |
Manager |
|
|
|
|
|
/s/ Stephen J. Heyman
|
|
|
STEPHEN J. HEYMAN |
|
|
|
|
|
|
|
|
/s/ James F. Adelson
|
|
|
JAMES F. ADELSON |
|
|
|
|
|
|
|
|
/s/ Charles M. Gillman
|
|
|
CHARLES M. GILLMAN |
|
|
|
|
11