Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 8 34K
Ownership
2: EX-1 Underwriting Agreement 90 383K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 8 37K
Liquidation or Succession
SC 13D/A · Amendment to General Statement of Beneficial Ownership
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)(1)
Cantel Medical Corp.
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(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
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(Title Class of Securities)
858578-10-7
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(CUSIP Number)
[Download Table]
WITH A COPY TO:
Mr. Charles Diker Gail Weinstein, Esq.
One New York Plaza Fried, Frank, Harris, Shriver & Jacobson
New York, NY 10004 One New York Plaza
(212) 908-9956 New York, NY 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 30, 2001
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(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 [ ].
(1) 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 8
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CUSIP No. 858578-10-7 13D Page 2 of 8 Pages
------------------------------------- -----------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Diker
101-26-0808
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO*
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5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
981,633 (See Item 5)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 247,799 (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
981,633 (See Item 5)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
587,091 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The reporting person may be deemed to beneficially own 1,568,724
shares (see Item 5).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
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14 TYPE OF REPORTING PERSON
IN
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* See Item 4.
This statement on Schedule 13D constitutes Amendment No. 19 to the
statement on Schedule 13D filed with the Securities and Exchange Commission by
Charles M. Diker (as amended, the "Schedule 13D"). This statement is being filed
as a result of Mr. Diker entering into the Voting Agreement (defined in Item 4)
with respect to the shares of Cantel Medical Corp. ("Cantel") held by him.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The name of the person filing this Amendment No. 19 is
Charles M. Diker, a United States citizen whose principal business address is
One New York Plaza, New York, New York 10004. Mr. Diker's principal occupation
is Chairman of the Board of Directors of Cantel Medical Corp. The principal
business of Cantel is the manufacturing and distribution of infection prevention
and control products and diagnostic and therapeutic medical equipment. Cantel's
address is Overlook at Great Notch, 150 Clove Road, 9th Floor, Little Falls, New
Jersey 07424.
(d) Mr. Diker has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
(e) Mr. Diker is not nor has been during the last five years a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was 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
Mr. Diker has not expended, and does not expect to expend, funds in
connection with entering into the Voting Agreement and the irrevocable Proxy
granted pursuant thereto (the Voting Agreement and Proxy are defined in Item 4).
ITEM 4. PURPOSE OF TRANSACTION
Cantel, Canopy Merger Corp., a wholly owned subsidiary of Cantel ("Merger
Sub"), and Minntech Corporation ("Minntech") have entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of May 30, 2001, pursuant to
which Merger Sub will be merged with and into Minntech (the "Merger"). Minntech
will be the surviving corporation in the Merger and will become a wholly owned
subsidiary of Cantel. The Merger Agreement is included as Exhibit 1 hereto and
is incorporated herein by reference.
Simultaneously with the execution and delivery of the Merger Agreement,
Minntech entered into a Voting Agreement, dated as of May 30, 2001 (the "Voting
Agreement"), with Mr. Diker and certain other stockholders of Cantel (these
Page 3 of 8
stockholders, together with Mr. Diker, the "Cantel Stockholders") with respect
to their shares of common stock, par value $.10 per share, of Cantel (the
"Cantel Common Stock") as follows: (i) Charles M. Diker - 824,133 shares of
Cantel Common Stock, (ii) Alan J. Hirschfield - 196,333 shares of Cantel Common
Stock, (iii) Bruce Slovin - 150,000 shares of Cantel Common Stock, (iv) James P.
Reilly - 113,450 shares of Cantel Common Stock, (v) Valerie T. Diker - 154,875
shares of Cantel Common Stock, (vi) Ann Reilly - 87,115 shares of Cantel Common
Stock, (vii) Trust for Patricia Helen Diker - 54,333 shares of Cantel Common
Stock, (viii) Trust for Mark Norman Diker - 54,333 shares of Cantel Common
Stock, and (ix) Trust for Bruce Daniel Diker - 51,833 shares of Cantel Common
Stock. The shares of Cantel Common Stock held by the Cantel Stockholders
represent approximately 37.6% of the Cantel Common Stock outstanding as of May
30, 2001, as represented by Cantel in the Merger Agreement.
Each Cantel Stockholder has agreed that, during the term of the Voting
Agreement, at each meeting of Cantel's stockholders convened to consider and
vote upon the issuance of Cantel Common Stock pursuant to the Merger Agreement,
such stockholder will vote (to the extent not voted by the person or persons
appointed under the Proxy granted pursuant to the Voting Agreement), all shares
of Cantel Common Stock owned of record by such stockholder at the record date
for the vote (including, except for any shares for which the Cantel
Stockholder's sole voting power results from his or her having been named as
proxy pursuant to the proxy solicitation conducted by Cantel in connection with
the meeting, any shares of Cantel Common Stock over which the Cantel Stockholder
has voting power, by contract or otherwise) in favor of the issuance of Cantel
Common Stock to the stockholders of Minntech pursuant to the Merger Agreement.
The Voting Agreement is included as Exhibit 2 hereto and is incorporated herein
by reference.
Pursuant to the Voting Agreement, each Cantel Stockholder granted an
irrevocable proxy, dated as of May 30, 2001 (each, a "Proxy"), to William Hope
(Chairman of Minntech) and Barbara A. Wrigley (Executive Vice President of
Minntech), with full power of substitution, to vote, at any time before the
termination of the Voting Agreement, all shares of Cantel Common Stock owned by
such stockholder in accordance with the Voting Agreement. The form of Proxy is
included as Exhibit A to the Voting Agreement and is incorporated herein by
reference.
Cantel will issue between approximately 967,372 shares and 1,863,062
shares of Cantel Common Stock in the Merger since the exchange ratio can vary
between .1471 and .2833, depending on the average closing price of Cantel Common
Stock during a specified period ending shortly before the Merger. These shares
will represent between approximately 17.7% and 29.3% of the outstanding shares
of Cantel Common Stock immediately after the Merger, based on the number of
outstanding shares of Minntech and Cantel on May 30, 2001 without taking into
account shares issuable upon the exercise of stock options or warrants.
Page 4 of 8
Except as set forth in this Item 4, Mr. Diker has no plans or proposals
which relate to or would result in any of the matters set forth in clauses (a)
through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger Agreement, the
Voting Agreement and the Proxy, copies of which are filed as, or included in,
exhibits hereto, is not intended to be complete and is qualified in its entirety
by reference to the full text of such documents.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended and supplemented as follows:
(a)-(b) Items 7-11 and 13 of the cover page of this Schedule 13D which
relate to beneficial ownership of Cantel's securities by Mr. Diker are hereby
incorporated by reference in response to this item. As of May 30, 2001, Mr.
Diker may be deemed to have beneficially owned, within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, 1,568,724 shares of Cantel Common
Stock (including share equivalents), constituting approximately 33.8% of
Cantel's common stock giving effect to the exercise in full of all the Options
referred to below. The percentage is based upon 4,486,151 shares of Cantel
Common Stock outstanding on May 30, 2001 and giving effect to the exercise in
full of all the Options.
The 981,633 shares beneficially owned by Mr. Diker as to which he has sole
voting power and sole disposition power include:
(i) 824,133 shares of Cantel Common Stock; and
(ii) Currently exercisable options to purchase 157,500 shares of Cantel
Common Stock (the "Options").
Should Mr. Diker exercise the Options in full, he would then have the sole
power to vote and the sole power to dispose of 981,633 shares of Cantel Common
Stock.
Mr. Diker may be deemed to have shared power to vote (or to direct the
vote of) an aggregate of 247,799 shares of Cantel Common Stock, comprised of (i)
6,000 shares of Cantel Common Stock owned by the DicoGroup, Inc. (the "DicoGroup
Shares"), (ii) 160,499 shares of Cantel Common Stock owned by certain trusts
established for the benefit of Mr. Diker's children (the "Trust Shares"), and
(iii) 81,300 shares of Cantel Common Stock owned by a non-profit corporation
(the "Foundation") of which Mr. Diker and his wife are the principal officers
and directors (the "Not For Profit Shares"). Mr. Diker may be deemed to be the
beneficial owner, under Rule 13d-3, of the DicoGroup Shares, the Trust Shares
and the Not For Profit Shares. Pursuant to Rule 13d-4, Mr. Diker expressly
disclaims that he is the beneficial owner of such shares.
Mr. Diker may be deemed to have shared power to dispose of (or direct the
disposition of) an aggregate of 587,091 shares of Cantel Common Stock, comprised
of (i)
Page 5 of 8
the 6,000 DicoGroup Shares referred to above, (ii) the 160,499 Trust Shares
referred to above, (iii) the 81,300 Not For Profit Shares referred to above,
(iv) 154,875 shares of Cantel Common Stock owned by Mr. Diker's wife, and (v)
184,417 shares of Cantel Common Stock held in certain discretionary accounts
with Weiss, Peck & Greer (the "WP&G Account Shares"). Mr. Diker's wife has sole
power to vote (or to direct the vote of) her shares. However, Mr. Diker may be
deemed to be the beneficial owner under Rule 13d-3 of the 154,875 shares of
Cantel Common Stock owned by Mrs. Diker. Mr. Diker may be deemed to have
investment discretion with respect to the WP&G Account Shares. Mr. Diker manages
the accounts associated with the WP&G Account Shares, but he has no beneficial
ownership with respect to the discretionary accounts and he does not have the
power to vote (or to direct the vote of) the WP&G Account Shares. However, by
reason of his investment power and relationship with Weiss, Peck & Greer, Mr.
Diker may be deemed to be the beneficial owner of the 184,417 WP&G Account
Shares. Pursuant to Rule 13d-4, Mr. Diker expressly disclaims that he is the
beneficial owner of (i) the shares owned by Mrs. Diker and (ii) the WP&G Account
Shares.
There have been no transactions in the Cantel Common Stock by Mr. Diker
(either directly or indirectly through individuals, corporations and other
entities through which Mr. Diker may possess the power to vote or dispose of
shares of Cantel Common Stock) during the 60 days prior to the date of this
statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as set forth in Item 3, 4 or 5, Mr. Diker does not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any other person with respect to any securities of Cantel.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Agreement and Plan of Merger, dated as of May 30,
2001, among Cantel Medical Corp., Canopy Merger Corp.
and Minntech Corporation.
Exhibit 2 -- Voting Agreement, dated as of May 30, 2001, between
Minntech Corporation and certain stockholders of Cantel
Medical Corp. party thereto.
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
/s/ Charles M. Diker
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Charles M. Diker
Dated: May 31, 2001
Page 7 of 8
EXHIBIT INDEX
Exhibit 1 -- Agreement and Plan of Merger, dated as of
May 30, 2001, among Cantel Medical Corp.,
Canopy Merger Corp. and Minntech
Corporation.
Exhibit 2 -- Voting Agreement, dated as of May 30,
2001, between Minntech Corporation and
certain stockholders of Cantel Medical
Corp. party thereto.
Page 8 of 8
Dates Referenced Herein and Documents Incorporated By Reference
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