SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
(AMENDMENT NO. 2) 1
Immtech International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
452519 10 1
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(CUSIP Number)
Emil H. Soika
Criticare Systems, Inc.
20925 Crossroads Circle, Suite 100
Waukesha, Wisconsin 53186
262-798-8282
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2003
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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(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
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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 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. 452519 10 1 13D Page 2 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Criticare Systems, Inc. (I.R.S. I.D. No. 39-1501563)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 452519 10 1 Page 3 of 3 Pages
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ITEM 1. SECURITY AND ISSUER
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This amendment relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Immtech International, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 150
Fairway Drive, Suite 150, Vernon Hills, Illinois 60061.
ITEM 2. IDENTITY AND BACKGROUND
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This Amendment No. 2 is filed on behalf of Criticare Systems, Inc., a
Delaware corporation ("Criticare").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
-----------------------------------------
Item 5 is amended to disclose the following information:
Criticare disposed of the following shares of Common Stock: (a) a total of
18,582 shares of Common Stock were transferred in a private transaction to two
individuals in December 2001; (b) 50,000 shares of Common Stock were sold in the
public market in July 2002 and August 2002; (c) 4,000 shares of Common Stock
were sold in the public market in October 2002; and (d) 402,374 shares of Common
Stock were sold in the public market in February 2003.
After giving effect to the above-referenced sales, Criticare does not
beneficially own any shares of Common Stock.
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.
Dated: March 11, 2003
CRITICARE SYSTEMS, INC.
BY /s/ Emil H. Soika
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Emil H. Soika, President and
Chief Executive Officer
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