4//SEC Filing
CARDIAC SCIENCE INC 4
Accession 0000950142-05-002447
CIK 0000876188operating
Filed
Sep 5, 8:00 PM ET
Accepted
Sep 6, 5:52 PM ET
Size
19.7 KB
Accession
0000950142-05-002447
Insider Transaction Report
Form 4
PEARL FRANK H
10% Owner
Transactions
- Disposition to Issuer
Common Stock Purchase Warrant
2005-09-01−843,882→ 0 total(indirect: See footnotes)Exercise: $2.50Exp: 2009-05-30→ Common Stock (843,882 underlying) - Disposition to Issuer
Common Stock Purchase Warrant
2005-09-01−25,000→ 0 total(indirect: See footnotes)Exercise: $1.75Exp: 2012-10-24→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2005-09-01−2,109,705→ 0 total(indirect: See footnotes) - Disposition to Issuer
Common Stock Purchase Warrant
2005-09-01−100,000→ 0 total(indirect: See footnotes)Exercise: $4.61Exp: 2013-09-17→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock Purchase Warrant
2005-09-01−13,438,599→ 0 total(indirect: See footnotes)Exercise: $2.00→ Common Stock (13,438,599 underlying)
Footnotes (7)
- [F1]Shares of Common Stock of the issuer owned by Perseus Market Opportunity Fund, L.P. ("Perseus Market Opportunity"). On September 1, 2005, Perseus Market Opportunity disposed of its 2,109,705 shares of Common Stock pursuant to an Agreement and Plan of Merger, dated February 28, 2005 (the "Merger Agreement"), by and among Quinton Cardiology Systems, Inc., CSQ Holding Company, Heart Acquisition Corporation, Rhythm Acquisition Corporation and Cardiac Science, Inc. In connection with the merger (the "Merger") involving the issuer and CSQ Holding Company (renamed Cardiac Science Corporation ("CSC")), Perseus Market Opportunity received 210,970 shares of common stock of CSC having a market value of $11.75 per share at closing on the effective date of the Merger in exchange for its shares of the issuer.
- [F2]Warrant to purchase 843,882 shares of Common Stock issued to Perseus Market Opportunity. The warrant was assumed by CSC in connection with the Merger and was adjusted as a warrant to purchase 84,388 shares of Common Stock of CSC at $25.00 per share. The expiration date with respect to the right to exercise the warrants into such shares shall be the third business day following the expiration or termination of the statutory waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.
- [F3]Warrants to purchase 10,894 shares of Common Stock issued to Perseus Acquisition/Recapitalization Fund, L.L.C. ("Perseus A/R Fund"), warrants to purchase 3,966 shares of Common Stock issued to Cardiac Science Co-Investment, L.P. ("CS Co-Investment") and warrants to purchase 10,140 shares of Common Stock issued to Perseus Market Opportunity. These warrants were assumed by CSC in connection with the Merger and were adjusted as warrants to purchase 1,089 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 1,014 shares of Common Stock issued to Perseus Market Opportunity and warrants to purchase 397 shares of Common Stock issued to CS Co-Investment. The exercise price for the warrants to purchase Common Stock of CSC is $17.50 per share. One-fourth of these warrants vested on October 24, 2003 and the remaining vest proportionately over the next 36 months, with all warrants being fully vested on October 24, 2006.
- [F4]Warrants to purchase 43,577 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 15,865 shares of Common Stock issued to CS Co-Investment and warrants to purchase 40,558 shares of Common Stock issued to Perseus Market Opportunity. These warrants were assumed by CSC in connection with the Merger and were adjusted as warrants to purchase 4,358 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 1,586 shares of Common Stock issued to CS Co-Investment and warrants to purchase 4,056 shares of Common Stock issued to Perseus Market Opportunity. The exercise price for the warrants to purchase Common Stock of CSC is $46.10 per share. One-fourth of these warrants vested on September 17, 2004 and the remaining vest proportionately over the next 36 months, with all warrants being fully vested on September 17, 2007.
- [F5]Warrants to purchase 5,856,094 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 2,132,008 shares of Common Stock issued to CS Co-Investment and warrants to purchase 5,450,497 shares of Common Stock issued to Perseus Market Opportunity. These warrants and $50,000,000 of senior notes of the issuer were canceled in connection with the Merger in exchange for (i) an aggregate of $20,000,000 cash payable by CSC and (ii) 2,843,915 shares of Common Stock of CSC. Of the 2,843,915 shares of Common Stock of CSC, 1,239,281 were issued to Perseus A/R Fund, 1,153,448 were issued to Perseus Market Opportunity and 451,186 were issued to CS Co-Investment.
- [F6]Perseus Market Opportunity Partners, L.P. is the general partner of Perseus Market Opportunity. Perseus Market Opportunity Partners GP, L.L.C. is the general partner of Perseus Market Opportunity Partners, L.P. Perseus, L.L.C. is the sole member of Perseus Market Opportunity Partners GP, L.L.C. Perseuspur, L.L.C. is the sole member of Perseus, L.L.C. Perseus Acquisition/Recapitalization Management, L.L.C. ("Perseus Management") is the managing member of Perseus A/R Fund and the general partner of CS Co-Investment. Perseuspur, L.L.C. is the managing member of Perseus Management.
- [F7]The Reporting Person is the Chairman, President, Chief Executive Officer and managing member of Perseuspur, L.L.C. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
Issuer
CARDIAC SCIENCE INC
CIK 0000876188
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000876188
Filing Metadata
- Form type
- 4
- Filed
- Sep 5, 8:00 PM ET
- Accepted
- Sep 6, 5:52 PM ET
- Size
- 19.7 KB