UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Microlog Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
595079 10 4
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(CUSIP Number)
Steven K. Chance, Esquire
Vice President, General Counsel and Secretary
Teleflex Incorporated
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pennsylvania 19462
(610) 834-6301
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With Copy To:
Donald Beckman, Esquire
Saul Ewing LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186
(215) 972-7777
July 1, 1999
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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 [ ].
Check the following box if a fee is being paid with the statement [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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. 595079 10 4 13D Page 2
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Teleflex Incorporated
23-1147939
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2. Check the appropriate box if a member of a group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check Box 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
The Reporting Person is organized under the laws
of the State of Delaware
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Number of Shares 7. Sole Voting Power
Beneficially Owned 0
By Each Reporting --------------------------------------------------
Person With 8. Shared Voting Power
4,916,667
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
4,916,667
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,916,667
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/ /
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13. Percent of Class Represented by Amount in Row (11)
52.55%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 595079 10 4 13D Page 3
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
TFX Equities Incorporated
23-2494396
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2. Check the appropriate box if a member of a group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check Box 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
The Reporting Person is organized under the laws
of the State of Delaware
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Number of Shares 7. Sole Voting Power
Beneficially Owned 0
By Each Reporting --------------------------------------------------
Person With 8. Shared Voting Power
4,916,667
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
4,916,667
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,916,667
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/ /
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13. Percent of Class Represented by Amount in Row (11)
52.55%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 595079 10 4 13D Page 4
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ITEM 1. SECURITY AND ISSUER
(a) TITLE OF CLASS OF SECURITIES
Common stock, $0.01 par value per share.
(b) NAME AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF ISSUER
Microlog Corporation
20270 Goldenrod Lane
Germantown, Maryland 20876
ITEM 2. IDENTITY AND BACKGROUND
(a) NAME OF REPORTING PERSONS
The names of the reporting persons are Teleflex Incorporated, a Delaware
corporation ("Teleflex"), and TFX Equities Incorporated, a Delaware corporation
("TFX", and with Teleflex, the "Reporting Persons"). TFX is a wholly-owned
subsidiary of Teleflex.
The name, address, present principal occupation or employment and, if
applicable, the name, principal business and address of any corporation or other
organization in which such employment is conducted, of the directors and
executive officers of the Reporting Persons (collectively, the "Directors and
Executive Officers") are set forth in Appendix I hereto, which is incorporated
herein by reference.
(b) STATE OF ORGANIZATION
The Reporting Persons are each organized under the laws of the State of
Delaware.
(c) PRINCIPAL BUSINESS OF REPORTING PERSONS; ADDRESS OF PRINCIPAL OFFICE OF
REPORTING PERSONS
Principal Business of Reporting Persons
The principal business of Teleflex is designing, manufacturing and selling
engineered products and services for the automotive, marine, industrial, medical
and aerospace markets.
The principal business of TFX is conducting investment activities on behalf
of Teleflex.
CUSIP No. 595079 10 4 13D Page 5
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Address of Principal Office of Reporting Persons
Teleflex Incorporated
630 West Germantown Pike
Suite 450
Plymouth Meeting, Pennsylvania 19462
TFX Equities Incorporated
Little Falls Center II, Suite 310
2751 Centreville Road
Wilmington, DE 19808
(d) CRIMINAL CONVICTIONS IN THE PREVIOUS FIVE YEARS
None.
(e) VIOLATION OF FEDERAL OR STATE SECURITIES LAWS
None.
(f) CITIZENSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING
PERSONS
Each of the Directors and Executive Officers is a United States citizen,
except for Mr. Lubsen, who is a Dutch national.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 1, 1999, the Issuer and TFX Equities Incorporated ("TFX") entered
into an Investment Agreement (the "Investment Agreement") pursuant to which TFX
purchased 854,563 shares of common stock of the Issuer, par value $0.01 per
share (the "Common Stock") at a purchase price of $1.50 per share for an
aggregate price of approximately $1.3 million dollars. The 854,563 shares
represented approximately 19.9% of the total shares of the Common Stock issued
and outstanding immediately prior to such investment. On September 9, 1999,
pursuant to the Investment Agreement, and following the approval of the
shareholders of the Issuer, TFX purchased an additional 1,812,104 shares of the
Common Stock at a purchase price of $1.50 per share for an aggregate price of
approximately $2.7 million dollars.
The Issuer, Microlog Corporation of Maryland, a wholly-owned subsidiary of
the Issuer, and TFX entered into a Credit facility Agreement dated as of
September 11, 2001 (the "Credit Agreement") pursuant to which TFX agreed to
purchase up to $750,000 of 12% Subordinated Convertible Notes (the "Notes") and
warrants to purchase up to 100 shares of Series A Convertible Preferred Stock,
par value $0.01 per share ("Series A Stock"). Each share of Series A Stock is
convertible into 7,500 shares of Common Stock, subject to adjustment. The
principal amount due under the Notes and the accrued interest thereon is
convertible into shares of Common Stock at a conversion price of $0.25 per
share, subject to adjustment.
CUSIP No. 595079 10 4 13D Page 6
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On September 25, 2001, pursuant to the Credit Agreement, TFX purchased
Notes in the principal amount of $450,000 (the "Purchased Notes") and warrants
to purchase 60 shares of Series A Stock (the "Purchased Warrants"). The
Purchased Notes are presently convertible into 1,800,000 shares of Common Stock.
The Purchased Warrants may be exercised to purchase 60 shares of Series A Stock
which are immediately convertible into 450,000 shares of Common Stock.
Accordingly, pursuant to the beneficial ownership rules of Section 13, TFX is
presently deemed to own 2,250,000 shares of Common Stock by virtue of its
acquisition of the Purchased Notes and the Purchased Warrants.
Teleflex Incorporated ("Teleflex") owns all the outstanding capital stock
of TFX. Pursuant to Section 13 beneficial ownership rules, by virtue of this
relationship, Teleflex may be deemed to be the beneficial owner of the
securities of the Issuer beneficially owned by TFX, with Teleflex and TFX
sharing the power to vote and dispose of such securities.
The securities of the Issuer purchased by TFX were purchased using funds
provided by Teleflex to TFX from Teleflex's working capital. The total cost of
the purchases pursuant to the Credit Agreement was approximately $450,000, while
the total cost of the purchases pursuant to the Investment Agreement was
approximately $4,000,000.
ITEM 4. PURPOSE OF TRANSACTION
Teleflex has caused TFX to purchase securities of the Issuer based upon
Teleflex's view that the current price of the Common Stock of the Issuer in the
market represents a good investment. Except as disclosed below, TFX does not
contemplate seeking to effect any other action that would be required to be
disclosed pursuant to this Item 4.
Pursuant to the Credit Agreement (as defined in Section 3), TFX may
purchase and the Issuer may sell additional Notes (as defined in Section 3) in
the aggregate principal of up to $300,000 (the "Additional Notes") with warrants
(the "Additional Warrants") to purchase up to 40 additional shares of Series A
Stock (as defined in Section 3). Upon conversion of the Additional Notes, TFX
would receive an additional 1,200,000 shares of Common Stock. Upon exercise of
the Additional Warrants and conversion of the Series A Stock received therefrom,
TFX would receive an additional 300,000 shares of Common Stock.
Pursuant to the terms of the warrants issued in accordance with the Credit
Agreement, the Issuer must convene a meeting of the shareholders of the Issuer
for the purpose of considering an amendment to the Issuer's Articles of
Incorporation to increase the number of authorized shares of Common Stock to
such number as will permit the Issuer to reserve and keep available out of its
authorized, unissued and unreserved Common Stock such number of shares as may be
issuable by the Issuer upon the conversion in full of all shares of Series A
Stock purchasable upon the exercise in full of all of the warrants issuable
pursuant to the Credit Agreement. The Issuer is required to convene such meeting
on or prior to September 25, 2002. Pursuant to the terms of Notes, it is an
event of default if the Articles of Incorporation of the Issuer are not so
amended.
CUSIP No. 595079 10 4 13D Page 7
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Pursuant to the Investment Agreement, so long as TFX owns at least 15% of
the issued and outstanding Common Stock of the Issuer, TFX has certain rights
regarding the corporate governance of the Issuer. In particular, during such
time, TFX has the right to appoint two of the seven members of the board of
directors of the Issuer. In addition, during such time, certain corporate
matters must be approved by a super-majority of the members of the board of
directors. Specifically, the consent of six of the seven members of the board of
directors is required for any proposal regarding: (i) merger or reorganization;
(ii) issuance of shares, rights or options; (iii) guarantees; (iv) dividends;
(v) redemption or other acquisition of shares of capital stock; (vi) amendment
of articles of incorporation or bylaws; and (vii) change in size of board.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AMOUNT AND PERCENT BENEFICIALLY OWNED; POWER TO VOTE AND DISPOSE OF
SHARES
TFX beneficially owns, 4,916,667 shares of common stock of the Issuer,
which represents approximately 52.55% of all the outstanding Common Stock.
Because Teleflex owns all the outstanding capital stock of TFX, Teleflex may be
deemed to be the beneficial owner of such securities, with Teleflex and TFX
sharing the power to vote and dispose of such securities.
(b) TRANSACTIONS IN THE CLASS OF SECURITIES
Except as described in Item 3 above, the reporting person did not engage in
any transactions in the common stock of the Issuer during the past 60 days.
(c) RIGHT OF ANY OTHER PERSON(S) TO RECEIVE OR POWER TO DIRECT THE RECEIPT
OF DIVIDENDS FROM, OR PROCEEDS FROM THE SALE OF, THE SECURITIES
Not applicable.
(d) DATE ON WHICH THE REPORTING PERSON CEASED TO BE BENEFICIAL OWNER OF
MORE THAN 5% OF SECURITIES
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described herein, the Reporting Persons are not parties to any
contracts, arrangements, understandings or relationships with respect to
securities of the Issuer. Teleflex and TFX are parties to a Joint Filing
Agreement regarding the reporting of beneficial ownership of the Issuer's
securities pursuant to Section 13 of the Securities Exchange Act of 1934 and
the rules promulgated thereunder.
CUSIP No. 595079 10 4 13D Page 8
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and
TFX Equities Incorporated. (*)
Exhibit 2 Investment Agreement dated as of July 1, 1999, by and
between the Issuer and TFX Equities Incorporated. (**)
(Exhibit A)
Exhibit 3 Credit Facility Agreement dated as of September 11,
2001, by and among the Issuer, Microlog Corporation
of Maryland and TFX Equities Incorporated (the
"Credit Agreement"). (***) (Exhibit 99.3)
Exhibit 4 Form of Subordinated Convertible Note of the Issuer and
Microlog Corporation of Maryland, issuable pursuant to
the Credit Agreement. (***) (Exhibit 99.4)
Exhibit 5 Form of Warrant to Purchase Series A Convertible
Preferred Stock of the Issuer, issuable pursuant to the
Credit Agreement. (***) (Exhibit 99.5)
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(*) Filed herewith.
(**) Filed as an Exhibit to the Issuer's Definitive Proxy Statement on Schedule
14A relating to a special meeting of shareholders of the Issuer held on
September 9, 1999, filed with the Securities and Exchange Commission on
July 30, 1999.
(***) Filed as an Exhibit to the Issuer's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 3, 2001.
CUSIP No. 595079 10 4 13D Page 9
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SIGNATURES
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.
Teleflex Incorporated
By: /s/ Steven K. Chance
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Name: Steven K. Chance
Title: Vice President
TFX Equities Incorporated
By: /s/ Steven K. Chance
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Name: Steven K. Chance
Title: Vice President
Dated: October 17, 2001
CUSIP No. 595079 10 4 13D Page 10
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APPENDIX I
The following are the names, addresses, present principal occupation or
employment and, if applicable, the names, principal businesses and addresses of
any corporation or other organization in which such employment is conducted, of
the Directors and Executive Officers.
TELEFLEX DIRECTORS
NAME PRINCIPAL OCCUPATION ADDRESS
Patricia C. Barron Business Consultant 159 East 78th Street
(Self-Employed) New York, NY 10021
Donald Beckman Special Counsel Saul Ewing LLP
Saul Ewing LLP, attorney 1500 Market Street, 38th Floor
Centre Square West
Philadelphia, PA 19102
Lennox K. Black Chairman of the Board and Teleflex Incorporated
Director of Teleflex 630 W. Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
William R. Cook President, Chief Executive Severn Trent Services, Inc.
Officer, Severn Trent 580 Virginia Drive, Suite 300
Services, Inc., a water and Fort Washington, PA 19034
waste utility company
Joseph S. Gonnella, M.D. Director, Center for Research Jefferson Medical College
in Medical Education in 1025 Walnut Street
Healthcare, Philadelphia, PA 19107-5083
Jefferson Medical College
Sigismundus W. W. Lubsen Member of the Executive Heineken N.V.
Board, Heineken N.V., Tweede Weteringplantsoen 21
a manufacturer of beer and P.O. Box 28
ale products 1000 AA Amsterdam
The Netherlands
Palmer E. Retzlaff President and Director, 690 Harleysville Pike
Southwest Grain Inc., P.O. Box 173
engaged primarily in cotton Lederach, PA 19450
and grain export
CUSIP No. 595079 10 4 13D Page 11
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James W. Stratton Chairman and Chief Executive Stratton Management Co.
Officer, Stratton Management 610 W. Germantown Pike
Company, an investment Suite 361
advisory and management firm Plymouth Meeting, PA 19462
TELEFLEX EXECUTIVE OFFICERS
NAME PRINCIPAL OCCUPATION ADDRESS
Lennox K. Black Chairman of the Board, 630 W. Germantown Pike
Chief Executive Officer, Suite 450
Teleflex Plymouth Meeting, PA 19462
John J. Sickler Vice Chairman, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Dr. Roy C. Carriker Vice Chairman, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Jeffrey P. Black President, Teleflex 630 W. Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Harold L. Zuber, Jr. Executive Vice President and 630 West Germantown Pike
Chief Financial Officer, Suite 450
Teleflex Plymouth Meeting, PA 19462
Steven K. Chance Vice President, General 630 West Germantown Pike
Counsel and Secretary, Suite 450
Teleflex Plymouth Meeting, PA 19462
Ronald D. Boldt Vice President, Human 630 West Germantown Pike
Resources, Teleflex Suite 450
Plymouth Meeting, PA 19462
Kevin K. Gordon Vice President, Corporate 630 West Germantown Pike
Development, Teleflex Suite 450
Plymouth Meeting, PA 19462
Janine Dusossoit Vice President, Investor 630 West Germantown Pike
Relations, Teleflex Suite 450
Plymouth Meeting, PA 19462
CUSIP No. 595079 10 4 13D Page 12
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C. Jeffrey Jacobs Treasurer, Teleflex 155 South Limerick Road
Limerick, PA 19468
Thomas M. Byrne Assistant Treasurer, Teleflex 155 South Limerick Road
Limerick, PA 19468
Stephen Gambone Chief Accounting Officer and 155 South Limerick Road
Controller, Teleflex Limerick, PA 19468
Joan W. Schwartz Assistant Secretary, Teleflex 155 South Limerick Road
Limerick, PA 19468
TFX DIRECTORS
NAME PRINCIPAL OCCUPATION ADDRESS
Thomas M. Byrne Assistant Treasurer, Teleflex 155 South Limerick Road
Limerick, PA 19468
Steven K. Chance Vice President, General 630 West Germantown Pike
Counsel and Secretary, Suite 450
Teleflex Plymouth Meeting, PA 19462
C. Jeffrey Jacobs Treasurer, Teleflex 155 South Limerick Road
Limerick, PA 19468
John J. Sickler President, TFX 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
CUSIP No. 595079 10 4 13D Page 13
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TFX EXECUTIVE OFFICERS
NAME PRINCIPAL OCCUPATION ADDRESS
Kevin K. Gordon President, TFX 630 West Germantown Pike
Vice President, Corporate Suite 450
Development, Teleflex Plymouth Meeting, PA 19462
Dr. Roy C. Carriker Vice President, TFX, 630 West Germantown Pike
Vice Chairman, Teleflex Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance Vice President and Secretary, 630 West Germantown Pike
TFX, Vice President, Suite 450
General Counsel And Plymouth Meeting, PA 19462
Secretary, Teleflex
C. Jeffrey Jacobs Vice President, TFX 155 South Limerick Road
Treasurer, Teleflex Limerick, PA 19468
Thomas M. Byrne Vice President and Treasurer, 155 South Limerick Road
TFX, Assistant Treasurer, Limerick, PA 19468
Teleflex
Joan W. Schwartz Assistant Secretary, TFX 155 South Limerick Road
Assistant General Counsel Limerick, PA 19468
and Assistant Secretary,
Teleflex
CUSIP No. 595079 10 4 13D Page 14
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and
TFX Equities Incorporated. (*)
Exhibit 2 Investment Agreement dated as of July 1, 1999, by and
between the Issuer and TFX Equities Incorporated. (**)
(Exhibit A)
Exhibit 3 Credit Facility Agreement dated as of September 11,
2001, by and among the Issuer, Microlog Corporation
of Maryland and TFX Equities Incorporated (the
"Credit Agreement"). (***) (Exhibit 99.3)
Exhibit 4 Form of Subordinated Convertible Note of the Issuer and
Microlog Corporation of Maryland, issuable pursuant to
the Credit Agreement. (***) (Exhibit 99.4)
Exhibit 5 Form of Warrant to Purchase Series A Convertible
Preferred Stock of the Issuer, issuable pursuant to the
Credit Agreement. (***) (Exhibit 99.5)
----------------------------
(*) Filed herewith.
(**) Filed as an Exhibit to the Issuer's Definitive Proxy Statement on Schedule
14A relating to a special meeting of shareholders of the Issuer held on
September 9, 1999, filed with the Securities and Exchange Commission on
July 30, 1999.
(***) Filed as an Exhibit to the Issuer's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 3, 2001.