-----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, Ckr+aYTAAjMrABYcQivUR2vTOsEmND2ZQchvIsr+4rUFOaVYjQWyCrTO/hC23ukv 3RycK8ia71JoYhy+E1wuqg== 0000894579-05-000048.txt : 20050214 0000894579-05-000048.hdr.sgml : 20050214 20050214140424 ACCESSION NUMBER: 0000894579-05-000048 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: ENDOWMENT CAPITAL GROUP, LLC GROUP MEMBERS: ENDOWMENT CAPITAL, L.P. GROUP MEMBERS: ENDOWMENT MANAGEMENT, LLC GROUP MEMBERS: LONG DRIVE, L.P. GROUP MEMBERS: PHILIP TIMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLOSURE MEDICAL CORP CENTRAL INDEX KEY: 0001016006 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 561959623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49047 FILM NUMBER: 05607232 BUSINESS ADDRESS: STREET 1: 5250 GREENS DAIRY RD CITY: RALEIGH STATE: NC ZIP: 27616 BUSINESS PHONE: 9198767800 MAIL ADDRESS: STREET 1: 5250 GREENS DAIRY RD CITY: RALEIGH STATE: NC ZIP: 27604 FORMER COMPANY: FORMER CONFORMED NAME: TRI POINT MEDICAL CORP DATE OF NAME CHANGE: 19960604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOWMENT CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001283815 IRS NUMBER: 770621719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 ecg33917913g.htm SCHEDULE 13G

CUSIP No. 189093107

  

Page 1 of 12 Pages

SEC 1745 (02-02): Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
   

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden hours
per response. . . 11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
 
 

Closure Medical Corporation
(Name of Issuer)
 

Common Stock
(Title of Class of Securities)
 

189093107
(CUSIP Number)
 

February 10, 2005
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)

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.

Page 1 of 12 Pages

CUSIP No. 189093107

  

Page 2 of 12 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ENDOWMENT CAPITAL, L.P.
77-0621714

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                             (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

738,822

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

738,822

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.14%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.14%

12

TYPE OF REPORTING PERSON

PN

 

 

CUSIP No. 189093107

  

Page 3 of 12 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

LONG DRIVE, L.P.
84-1639266

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                             (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

738,822

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

738,822

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.14%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.14%

12

TYPE OF REPORTING PERSON

PN

 

CUSIP No. 189093107

  

Page 4 of 12 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ENDOWMENT CAPITAL GROUP, LLC
77-0621719

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                             (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

738,822

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

738,822

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5.14%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     [   ]
 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.14%

12

TYPE OF REPORTING PERSON

CO

 

CUSIP No. 189093107

  

Page 5 of 12 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ENDOWMENT MANAGEMENT, LLC
04-3771199

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                             (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

738,822

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

738,822

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.14%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.14%

12

TYPE OF REPORTING PERSON

CO

 

CUSIP No. 189093107

  

Page 6 of 12 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PHILIP TIMON
###-##-####

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                             (b) [   ]

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

738,822

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

738,822

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.14%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.14%

12

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 189093107

  

Page 7 of 12 Pages
     

ITEM 1.

(a).

Name of Issuer: CLOSURE MEDICAL CORPORATION
     
 

(b).

Address of Issuer's Principal Executive Offices:

5250 GREENS DAIRY ROAD
RALEIGH, NORTH CAROLINA 27616
     

ITEM 2.

(a).

Name of Persons Filing:

This Statement is being filed jointly by (i) Endowment Capital, L.P., a Delaware limited partnership ("Endowment"); (ii) Long Drive, L.P., a Delaware limited partnership, ("Long Drive"); (iii) Endowment Capital Group, LLC, a Delaware limited liability company, which serves as general partner to Endowment and Long Drive (the "General Partner"); (iv) Endowment Management, LLC, a Delaware limited liability company, which serves as investment manager to Endowment and Long Drive (the "Manager"); and (v) Mr. Philip Timon, who serves as the managing member of the General Partner and the Manager.  Endowment, Long Drive, the General Partner, the Manager, and Philip Timon are sometimes also referred to herein individually as a "Reporting Person" and collectively as "Reporting Persons".

 

(b).

Address of Principal Business Office for Each of the Above:

(i)  Endowment Capital, L.P. -- The address of Endowment's principal business and principal office is 1105 N. Market Street, 15th Floor, Wilmington, DE 19801.

(ii)  Long Drive, L.P. -- The address of Long Drive's principal business and principal office is 1105 N. Market Street, 15th Floor, Wilmington, DE 19801.

(iii)  Endowment Capital Group, LLC -- The address of the General Partner's principal business and principal office is 1105 N. Market Street, 15th Floor, Wilmington, DE 19801.

(iv)  Endowment Management, LLC -- The address of the Manager's principal business and principal office is 1105 N. Market Street, 15th Floor, Wilmington, DE 19801.

(v)  Philip Timon -- Mr. Philip Timon's principal address is 1105 N. Market Street, 15th Floor, Wilmington, DE 19801.

 

(c).

Citizenship or Place of Organization:

Endowment, Long Drive, the General Partner, and the Manager are organized under the laws of the State of Delaware.  Philip Timon is a citizen of the United States.

 

(d).

Title of Class of Securities:  Common Stock
 

(e).

CUSIP Number:  189093107

 

CUSIP No. 189093107

  

Page 8 of 12 Pages

 

ITEM 3.

If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

[  ] Broker or dealer registered under Section 15 of the Exchange Act;

(b)

[  ] Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

[  ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 

(d)

[  ] Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 

(f)

[  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 

(g)

[  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 

(h)

[  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
 

(i)

[  ] 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;
 

(j)

[  ] Group, in accordance with Rule 13d-1(b)(1) (ii)(J).

ITEM 4.

Ownership.
 

(a).

Amount beneficially owned:
   

(i)

Endowment Capital, L.P.

738,822
   

(ii)

Long Drive, L.P.

 738,822
   

(iii)

Endowment Capital Group, LLC1

 738,822
    (iv) Endowment Management, LLC2 738,822
    (v) Philip Timon3 738,822
____________________    

1

Endowment Capital Group, LLC is the General Partner of Endowment Capital, L.P. and Long Drive, L.P., subject to the overall control of the managing member, Philip Timon.

2

Endowment Management, LLC is the investment manager of Endowment Capital, L.P. and Long Drive, L.P., subject to the overall control of the managing member, Philip Timon, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
3 Philip Timon is the managing member, is deemed to possess a controlling interest in Endowment Management, LLC and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

CUSIP No. 189093107

  

Page 9 of 12 Pages
         
 

(b).

Percentage of class:
   

(i)

Endowment Capital, L.P.

5.14%
   

(ii)

Long Drive, L.P.

5.14%
   

(iii)

Endowment Capital Group, LLC

5.14%
   

(iv)

Endowment Management, LLC

5.14%
   

(v)

Philip Timon

5.14%
 

(c).

Number of shares as to which such person has:
   

(1)

Sole power to vote or to direct the vote:
   

(i)

Endowment Capital, L.P.

0
   

(ii)

Long Drive, L.P.

0
   

(iii)

Endowment Capital Group, LLC

0
   

(iv)

Endowment Management, LLC

0
   

(v)

Philip Timon

0
   

(2)

Shared power to vote or to direct the vote:
   

(i)

Endowment Capital, L.P.

738,822
   

(ii)

Long Drive, L.P.

738,822
   

(iii)

Endowment Capital Group, LLC

738,822
   

(iv)

Endowment Management, LLC

738,822
   

(v)

Philip Timon

738,822
   

(3)

Sole power to dispose or to direct the disposition of:
   

(i)

Endowment Capital, L.P.

0
   

(ii)

Long Drive, L.P.

0
   

(iii)

Endowment Capital Group, LLC

0
   

(iv)

Endowment Management, LLC

0
   

(v)

Philip Timon

0

 

CUSIP No. 189093107

  

Page 10 of 12 Pages
       
   

(4)

Shared power to dispose or to direct the disposition of:
   

(i)

Endowment Capital, L.P.

738,822
   

(ii)

Long Drive, L.P.

738,822
   

(iii)

Endowment Capital Group, LLC

738,822
   

(iv)

Endowment Management, LLC

738,822
   

(v)

Philip Timon

738,822

ITEM 5.

Ownership of Five Percent or Less of a Class:
 

Not Applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable

ITEM 7.

Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.
   

ITEM 8.

Identification and Classification of Members of the Group:
See Item 2.
   

ITEM 9.

Notice of Dissolution of Group:
 

Not Applicable.

 

 

CUSIP No. 189093107

  

Page 11 of 12 Pages
 

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.

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.

 

ENDOWMENT CAPITAL, L.P.
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member of Endowment Capital Group, LLC, general  partner
     
  LONG DRIVE, L.P.
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member of Endowment Capital Group, LLC, general  partner
     
 

ENDOWMENT CAPITAL GROUP, LLC
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member
     
 

ENDOWMENT MANAGEMENT, LLC
     

Date: February 11, 2005

By:

/S/ Philip Timon
  Philip Timon, managing member

 

CUSIP No. 189093107

  

Page 12 of 12 Pages

EXHIBIT 1 -- AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 11th day of February, 2005.

 

ENDOWMENT CAPITAL, L.P.
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member of Endowment Capital Group, LLC, general  partner
     
  LONG DRIVE, L.P.
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member of Endowment Capital Group, LLC, general  partner
     
 

ENDOWMENT CAPITAL GROUP, LLC
     

Date: February 11, 2005

By:

/S/ Philip Timon
 

Philip Timon, managing member
     
 

ENDOWMENT MANAGEMENT, LLC
     

Date: February 11, 2005

By:

/S/ Philip Timon
  Philip Timon, managing member

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----