-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bvesjqh7P8Yc0Jg2MOPWVtNpH294I1twc2hvSa3+IqjsyODeYunx8qGaloq8Ij6g 51ec/B81R3KL1tNvPMjWqw== 0001140361-11-009384.txt : 20110214 0001140361-11-009384.hdr.sgml : 20110214 20110214182018 ACCESSION NUMBER: 0001140361-11-009384 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roth Michael Anthony CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST. FRANCIS STATE: WI ZIP: 53235 FORMER COMPANY: FORMER CONFORMED NAME: ROTH MICHAEL DATE OF NAME CHANGE: 19960307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALYPTE BIOMEDICAL CORP CENTRAL INDEX KEY: 0000899426 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061226727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50235 FILM NUMBER: 11608833 BUSINESS ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9257307200 MAIL ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 SC 13G/A 1 doc1.htm Schedule 13G


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 09)*
 
Calypte Biomedical Corporation 

(Name of Issuer)
 
Common Stock, par value $0.03 per share

(Title of Class of Securities)
 
131722605

(CUSIP Number)
 
December 31, 2010

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     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 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).
 


 
 

 
 
CUSIP No.  131722605      
 
< TD align="left" colSpan="4">7.1%
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Michael A. Roth, as a joint filers pursuant to Rule 13d-1(k).
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 United States of America
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 47,815,698 shares of Common Stock*
   
7 SOLE DISPOSITIVE POWER
  
 0
    
8 SHARED DISPOSITIVE POWER
  
 47,815,698 shares of Common Stock*
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 47,815,698 shares of Common Stock*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 

FOOTNOTES
  
 *The Reporting Persons beneficially own an aggregate of 47,815,698 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark.

The foregoing represents an aggregate of 47,815,698 shares of Common Stock held directly by SF Capital Partners Ltd. (“SF Capital”). The Reporting Persons are the Managing Members of Stark Offshore Management LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of SF Capital. Through Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.
 
 

 
 
CUSIP No.  131722605      
 
< TD align="left" colSpan="4">7.1%
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Brian J. Stark, as a joint filers pursuant to Rule 13d-1(k).
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 United States of America
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 47,815,698 shares of Common Stock*
   
7 SOLE DISPOSITIVE POWER
  
 0
    
8 SHARED DISPOSITIVE POWER
  
 47,815,698 shares of Common Stock*
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 47,815,698 shares of Common Stock*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 

FOOTNOTES
  
 *The Reporting Persons beneficially own an aggregate of 47,815,698 shares of Common Stock. The foregoing amount of Common Stock and percentage ownership represent the combined indirect holdings of Michael A. Roth and Brian J. Stark.

The foregoing represents an aggregate of 47,815,698 shares of Common Stock held directly by SF Capital Partners Ltd. (“SF Capital”). The Reporting Persons are the Managing Members of Stark Offshore Management LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of SF Capital. Through Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.
 
 

 
 
Item 1.

 
(a)
Name of Issuer
 
 
Calypte Biomedical Corporation (the "Issuer").

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
12325 Emmet Street
Omaha,Nebraska 68164

Item 2.

 
(a)
Name of Person Filing
 
 
This Amendment No. 9 to Schedule 13G is being filed on behalf of Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons").

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 9 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 9 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, Wisconsin 53235.

 
(c)
Citizenship
 
 
The Reporting Persons are citizens of the United States of America.

 
(d)
Title of Class of Securities
 
 
Common Stock, par value $0.03 per share (the "Common Stock").

 
(e)
CUSIP Number
 
 
131722605

 
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:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(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);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Items 3 is not applicable.

 
 
 

 
 
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.

 
(a)
Amount beneficially owned: 47,815,698

 
(b)
Percent of class: 7.1

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 47,815,698

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 47,815,698

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 .
 
Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Item 7 is not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Item 9 is not applicable.
 
 
 

 
 
 
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.
 
 

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: February 14, 2011
By:
/s/  Michael A. Roth 
   Name: Michael A. Roth 
   Title:   
    
 
 
 
  
    
Date: February 14, 2011
By:
/s/  Brian J. Stark 
   Name: Brian J. Stark 
   Title:   
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-1.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 

 
SCHEDULE 13G
CUSIP NO. 131722605
 


Exhibit 1
JOINT FILING AGREEMENT
 

 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on this Amendment No. 9 to Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Calypte Biomedical Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Amendment No. 9 to Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
 
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 14, 2011.
 

 
/s/ Michael A. Roth                                                                           
 
Michael A. Roth
 

/s/ Brian J. Stark                                                                           
Brian J. Stark



 
 

 

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