-----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, NhTiCm9JDk/WUWrIB4aoIBwQgK/U+D8QjMw6EAmawV33ajMD4UlQUeN0oTpANYj8 XYtlmvv95/sVv997xVhZYw== 0000950138-05-000444.txt : 20050523 0000950138-05-000444.hdr.sgml : 20050523 20050523162616 ACCESSION NUMBER: 0000950138-05-000444 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXMED INC CENTRAL INDEX KEY: 0001017491 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870449967 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53409 FILM NUMBER: 05851551 BUSINESS ADDRESS: STREET 1: 350 CORPORATE BLVD CITY: ROBBINSVILLE STATE: NJ ZIP: 08691 BUSINESS PHONE: 6092089688 MAIL ADDRESS: STREET 1: 350 CORPORATE BLVD CITY: ROBBINSVILLE STATE: NJ ZIP: 08691 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES STATE: A1 ZIP: 00000 SC 13G/A 1 may13ga-nexmed.txt \TAIL WIND\2005 FILINGS\MAY 13G-A NEXMED\ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 1)* NexMed, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 652903-10-5 (CUSIP Number) May 16, 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 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 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). (Continued on the Following Pages) (Page 1 of 4) CUSIP No. 652903-10-5 13G Page 2 of 4 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Tail Wind Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A British Virgin Islands corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 3,616,809 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 3,616,809 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,616,809 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 652903-10-5 13G Page 3 of 4 Pages This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common Stock") of NexMed, Inc. beneficially owned by the Reporting Person specified herein as of May 20, 2005 and amends and supplements the Schedule 13G dated January 7, 2005 and filed by the Reporting Person on January 7, 2005 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. 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: 3,616,809 shares of Common Stock Tail Wind beneficially owns a total of 3,616,809 shares of Common Stock, including (i) 1,464,132 shares of Common Stock held by Tail Wind, (ii) 1,100,000 shares of Common Stock into which Tail Wind's 5% Convertible Notes Due May 31, 2007 are convertible, assuming a conversion price of $5.00 and no accrued interest, which were issued to Tail Wind on December 12, 2003, (iii) 294,118 shares of Common Stock into which Tail Wind's Series C Cumulative Convertible Preferred Shares are convertible, assuming a conversion price of $1.36 and no accrued dividends, which were issued to Tail Wind on May 16, 2005, (iv) 116,667 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about July 2, 2003, (v) 116,667 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about June 18, 2004, (vi) 39,063 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about December 21, 2004, (vii) 329,912 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about April 21, 2003 and (viii) 156,250 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about December 21, 2004. Tail Wind also owns a warrant issued on or about May 17, 2005 to purchase 106,870 shares of Common Stock which is not exercisable until November 17, 2005. (b) Percent of class: Tail Wind's aggregate beneficial ownership of 3,616,809 shares of Common Stock constitutes 6.7% of all of the outstanding shares of Common Stock, based upon 51,830,835 shares of Common Stock outstanding as of May 16, 2005. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 3,616,809 (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of 3,616,809 (iv) Shared power to dispose or to direct the disposition of Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its 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. CUSIP No. 652903-10-5 13G Page 4 of 4 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: May 20, 2005 THE TAIL WIND FUND LTD. By: /s/ Andrew P. MacKellar --------------------------------- Andrew P. MacKellar Director -----END PRIVACY-ENHANCED MESSAGE-----