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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL |
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OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response... 11 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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VITAL IMAGES, INC. |
(Name of Issuer)
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Common Stock, Par Value $0.01 Per Share |
(Title of Class of Securities)
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92846N104 |
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(CUSIP Number)
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December 31, 2005 |
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(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
*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 the disclosures previously provided in a prior cover page.
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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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. |
92846N104 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John F. White James F. Rice Kenneth L. Wolfe Foster L. Aborn Kairos Partners III Limited Partnership |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization. John F. White – United States James F. Rice -- United States Kenneth L. Wolfe -- United States Foster L. Aborn -- United States Kairos Partners III Limited Partnership -- Delaware |
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CUSIP NO. |
92846N104 |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power John F. White -- 0 shares James F. Rice -- 0 shares Kenneth L. Wolfe -- 0 shares Foster L. Aborn -- 0 shares Kairos Partners III Limited Partnership -- 0 shares | ||
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6 Shared Voting Power John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,000 shares
Refer to Item 4 below. | |||
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7 Sole Dispositive Power John F. White -- 0 shares James F. Rice -- 0 shares Kenneth L. Wolfe -- 0 shares Foster L. Aborn -- 0 shares Kairos Partners III Limited Partnership -- 0 shares | |||
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8 Shared Dispositive Power John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,000 shares
Refer to Item 4 below. | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,000 shares
Refer to Item 4 below. |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable. |
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11 |
Percent of Class Represented by Amount in Row (9)* John F. White – 9.1% James F. Rice -- 9.1% Kenneth L. Wolfe -- 9.1% Foster L. Aborn -- 9.1% Kairos Partners III Limited Partnership – 5.5%
Refer to Item 4 below. |
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Type of Reporting Person (See Instructions) John F. White – IN James F. Rice -- IN Kenneth L. Wolfe -- IN Foster L. Aborn -- IN Kairos Partners III Limited Partnership – PN |
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*All percentage ownerships reported herein are based on 12,615,304 shares of Common Stock issued and outstanding as of November 4, 2005, as reported by Vital Images, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005, filed with the Securities and Exchange Commission on November 9, 2005.
Item 1.
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(a) |
Name of Issuer |
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Vital Images, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices |
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3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447 |
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CUSIP NO. |
92846N104 |
Item 2.
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(a) |
Name of Person Filing |
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John F. White James F. Rice Kenneth L. Wolfe Foster L. Aborn Kairos Partners III Limited Partnership |
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(b) |
Address of Principal Business Office or, if none, Residence |
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The address of the principal business office of each of the Reporting Persons is 600 Longwater Drive, Suite 204, Norwell, MA 02061. |
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(c) |
Citizenship |
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Each of the Reporting Persons other than Kairos Partners III Limited Partnership is a United States citizen. Kairos Partners III Limited Partnership is a Delaware limited partnership. |
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(d) |
Title of Class of Securities |
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Common Stock, par value $0.01 per share |
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(e) |
CUSIP Number |
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92846N104 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance Company as defined in Section 3(a)(19) of the Act |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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CUSIP NO. |
92846N104 |
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Item 4. |
Ownership** |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount Beneficially Owned | |
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John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,200 shares | |
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(b) |
Percent of Class | |
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John F. White -- 9.1% James F. Rice -- 9.1% Kenneth L. Wolfe -- 9.1% Foster L. Aborn – 9.1% Kairos Partners III Limited Partnership – 5.5% | |
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(c) |
Number of shares as to which such person has: | |
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(i) |
sole power to vote or to direct the vote |
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John F. White -- 0 shares James F. Rice -- 0 shares Kenneth L. Wolfe -- 0 shares Foster L. Aborn -- 0 shares Kairos Partners III Limited Partnership -- 0 shares |
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(ii) |
shared power to vote or to direct the vote |
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John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,200 shares |
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(iii) |
sole power to dispose or to direct the disposition of |
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John F. White -- 0 shares James F. Rice -- 0 shares Kenneth L. Wolfe -- 0 shares Foster L. Aborn -- 0 shares Kairos Partners III Limited Partnership -- 0 shares |
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(iv) |
shared power to dispose or to direct the disposition of |
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John F. White -- 1,147,200 shares James F. Rice -- 1,147,200 shares Kenneth L. Wolfe -- 1,147,200 shares Foster L. Aborn -- 1,147,200 shares Kairos Partners III Limited Partnership – 688,200 shares |
** Shares reported herein as beneficially owned by Messrs. White, Rice, Wolfe and Aborn represent shares held by Kairos Partners II Limited Partnership and Kairos Partners III Limited Partnership (collectively, the “Partnerships”). Each such person is a member of the investment committee of each of the Partnerships. Such committee has voting and investment power over such shares.
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CUSIP NO. |
92846N104 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not applicable.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
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Item 9. |
Notice of Dissolution of Group |
Not applicable.
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. |
92846N104 |
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.
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February 6, 2006 |
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JOHN F. WHITE |
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/s/ John F. White John F. White |
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JAMES F. RICE |
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/s/ James F. Rice James F. Rice |
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KENNETH L. WOLFE |
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/s/ Kenneth L. Wolfe Kenneth L. Wolfe |
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FOSTER L. ABORN |
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/s/ Foster L. Aborn Foster L. Aborn |
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KAIROS PARTNERS III LIMITED PARTNERSHIP |
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By: Kairos III LLC, its General Partner By: Kairos Master GP LLC, its Sole Member
By:/s/ John F. White John F. White Voting Member |
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Exhibit 1
AMENDED AND RESTATED JOINT FILING AGREEMENT
This Amended and Restated Joint Filing Agreement, dated as of February 6, 2006, is by and among John F. White, James F. Rice, Kenneth L. Wolfe, Foster L. Aborn and Kayos Partners III Limited Partnership (collectively, the “Kayos Filers”), and amends and restates in its entirety that certain Joint Filing Agreement, dated as of February 28, 2005, by and among certain of the Kayos Filers.
Each of the Kairos Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.01 per share, of Vital Images, Inc. beneficially owned by him or it from time to time.
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CUSIP NO. |
92846N104 |
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Kayos Filers hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of the Kayos Filers, and hereby further agree to file this Amended and Restated Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Amended and Restated Joint Filing Agreement may be terminated by any of the Kayos Filers upon one week’s prior written notice or such lesser period of notice as the Kairos Filers may mutually agree.
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Executed and delivered as of the date first above written. |
JOHN F. WHITE
/s/ John F. White
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John F. White |
JAMES F. RICE
/s/ James F. Rice
James F. Rice
KENNETH L. WOLFE
/s/ Kenneth L. Wolfe
Kenneth L. Wolfe
FOSTER L. ABORN
/s/ Foster L. Aborn
Foster L. Aborn
KAIROS PARTNERS III LIMITED PARTNERSHIP
By: Kairos III LLC, its General Partner
By: Kairos Master GP LLC, its Sole Member
By:/s/ John F. White
John F. White
Voting Member