SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
RMED International, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
74961F1058
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(CUSIP Number)
John R. Houston
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
612-349-8500
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
November 19, 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(e), 13d-1(f) or 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
Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page should 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).
CUSIP No. 74961F1058 Page 2 of 8
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(1) Name of Reporting Person/I.R.S. Identification Nos. of Above
Persons (Entities Only)
National Presto Industries, Inc. (39-0494170)
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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 if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Wisconsin
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Number of (7) Sole Voting Power 0
Shares Bene- --------------------------------------------------------------
ficially (8) Shared Voting Power 6,053,789 shares
Owned by --------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 0 shares
ing Person --------------------------------------------------------------
With (10) Shared Dispositive Power 0 shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,053,789 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11) 61.2%
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(14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 74961F1058 Page 3 of 8
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $0.01, of RMED International, Inc., a
Colorado corporation ("RMED"). RMED's principal executive offices are located at
P.O. Box 5200 Westport, Connecticut, 06881.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by National Presto Industries, Inc., a
Wisconsin corporation (the "Reporting Person"). The Reporting Person's principal
business is the manufacture and distribution of small electrical appliances and
housewares, including comfort appliances, pressure cookers and canners, private
label and premium sales products. The address of the Reporting Person's
principal business and principal office is 3925 North Hastings Way, Eau Claire,
Wisconsin, 54703-3703.
The attached Schedule I is a list of the directors and executive
officers of the Reporting Person, which contains the following information with
respect to each such person: (a) name; (b) business address; (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted;
and (d) citizenship. During the last five years, neither the Reporting Person
nor, to the best of the Reporting Person's knowledge, any person named in
Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of which such person 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
Presto Disposable Products, Inc. ("Presto Disposable Products"), a
wholly-owned subsidiary of the Reporting Person, entered into that certain Asset
Purchase Agreement, dated as of November 19, 2001, by and between Presto
Disposable Products and RMED (the "Asset Purchase Agreement") and simultaneously
closed the transactions contemplated thereby. Pursuant to the terms of the Asset
Purchase Agreement, Presto Disposable Products purchased (the "Asset Sale")
substantially all of the assets of RMED, including its two diaper-making
machines, inventory and accounts receivable, but excluding certain trademarks
and tradenames (the "Purchased Assets"). The consideration for the Purchased
Assets was the assumption by Presto Disposable Products of the liabilities of
RMED relating to the Purchased Assets. The Asset Purchase Agreement is attached
hereto as an Exhibit and is incorporated herein by this reference.
As an inducement to the Reporting Person causing Presto Disposable
Products to enter into and close the transactions contemplated by the Asset
Purchase Agreement, ten (10) shareholders of RMED (each a "Shareholder," and
collectively, the "Shareholders") entered into Voting and Proxy Agreements, each
dated as of November 16, 2001, with the Reporting Person.
CUSIP No. 74961F1058 Page 4 of 8
Pursuant to the Voting and Proxy Agreements, the Shareholders have each granted
the Reporting Person an irrevocable proxy to vote such Shareholder's Shares of
RMED common stock in favor of the ratification of the Asset Sale at a special
meeting of RMED called for such purpose.
No capital of the Reporting Person is expected to be expended in
connection with the exercise of its rights with respect to the Shares covered by
the Voting and Proxy Agreements. The Voting and Proxy Agreements are attached
hereto as Exhibits and are incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Not applicable.
(c) See Item 3 above.
(d) - (i) Not applicable.
(j) Other than described above, the Reporting Person currently has no
plan or proposal that relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of Schedule 13D (although the Reporting Person reserves the
right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result and subject to the terms of the Voting and Proxy
Agreements and the proxies granted pursuant thereto, the Reporting Person has
the power to vote an aggregate of 6,053,789 Shares of RMED common stock for the
limited purposes described in the Voting and Proxy Agreements. Such Shares
constitute approximately 61.2% of the issued and outstanding shares of RMED
common stock. Other than with respect to and in accordance with the provisions
of the Voting and Proxy Agreements, the Reporting Person does not have the right
to vote or direct the vote on any other matters, or to dispose or to direct the
disposition of such Shares of RMED common stock.
(c) Except as described herein, the Reporting Person has not effected
any transaction in RMED common stock during the past 60 days and, to the
Reporting Person's knowledge, none of the persons named in Schedule I has
effected any transaction in RMED common stock during the past sixty (60) days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
THE SECURITIES OF THE ISSUER
Other than the Asset Purchase Agreement and the Voting and Proxy
Agreements, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of RMED, including
but not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangement, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
CUSIP No. 74961F1058 Page 5 of 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
3.1 Asset Purchase Agreement, dated November 19, 2001, by and between
Presto Disposable Products, Inc. and RMED International, Inc.
3.2 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Brenda Schenk.
3.3 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Edward Reiss.
3.4 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Jesse Greenfield.
3.5 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Dr. Walter Fox.
3.6 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Barry Bergsman.
3.7 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and John Sarandon.
3.8 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Russell Parker.
3.9 Voting and Proxy Agreement, dated November 16, 2001, by and between
National Presto Industries, Inc. and Robert Cetlin.
3.10 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Todd Nelson.
3.11 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Ira Mandel.
CUSIP No. 74961F1058 Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 27, 2001 NATIONAL PRESTO INDUSTRIES, INC.
/s/ James F. Bartl
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James F. Bartl, Executive Vice President,
Secretary, Resident Counsel and Director
CUSIP No. 74961F1058 Page 7 of 8
SCHEDULE I
NAME, BUSINESS ADDRESS, PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND CITIZENSHIP OF THE DIRECTORS AND
EXECUTIVE OFFICERS OF THE
REPORTING PERSON
Unless otherwise indicated, the business address of each director and
executive officer is 3925 North Hastings Way, Eau Claire, Wisconsin 54703.
Unless otherwise indicated, each director and executive officer is a citizen of
the United States.
NAME PRINCIPAL OCCUPATION; BUSINESS ADDRESS
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Richard N. Cardozo Carlson Chair in Entrepreneurial Studies/Professor of
Marketing, University of Minnesota, located at 321
19th Avenue South, Minneapolis, Minnesota 55455
Patrick J. Quinn Chairman and President, Ayres Associates, located at
3433 Oakwood Hills Parkway, P.O. Box 1590, Eau
Claire, Wisconsin 54702-1590.
James F. Bartl Executive Vice President, Secretary and Resident
Counsel of the Reporting Person.
Michael J. O'Meara Chairman of the Board and Directors, People's
National Bank, located at 2720 Golf Road, Eau Claire,
Wisconsin 54701.
Melvin S. Cohen Chairman of the Board of the Reporting Person.
Maryjo Cohen President and Chief Executive Officer of the
Reporting Person.
Randy F. Lieble Chief Financial Officer and Treasurer of the
Reporting Person.
CUSIP No. 74961F1058 Page 8 of 8
EXHIBIT INDEX
3.1 Asset Purchase Agreement, dated November 19, 2001, by and
between Presto Disposable Products, Inc. and RMED
International, Inc.
3.2 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Brenda Schenk.
3.3 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Edward Reiss.
3.4 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Jesse Greenfield.
3.5 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Dr. Walter Fox.
3.6 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Barry Bergsman.
3.7 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and John Sarandon.
3.8 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Russell Parker.
3.9 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Robert Cetlin.
3.10 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Todd Nelson.
3.11 Voting and Proxy Agreement, dated November 16, 2001, by and
between National Presto Industries, Inc. and Ira Mandel.