-----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, JoVOzH+vHYzngZzdVJ4aKxAKKN4sNax2YJtvNBKBiqO0//DuOjl5SXQBBGr5YSS7 y+yM/nDxrohj5uNv22GKgA== 0000950138-06-000051.txt : 20060127 0000950138-06-000051.hdr.sgml : 20060127 20060127160131 ACCESSION NUMBER: 0000950138-06-000051 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 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 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: 06557913 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 SC 13G/A 1 jan13ga-nexmed.txt TAIL WIND FUND\2006 FILINGS\JAN 13GA-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. 2)* NexMed, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 652903-10-5 (CUSIP Number) December 31, 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 2,751,321 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,751,321 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,751,321 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8% 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 December 31, 2005 and amends and supplements the Schedule 13G dated May 16, 2005 and filed by the Reporting Person on May 23, 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: 2,751,321 shares of Common Stock Tail Wind beneficially owns a total of 2,751,321 shares of Common Stock, including (i) 725,690 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) 99,265 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) 106,870 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about May 16, 2005, (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. (b) Percent of class: Tail Wind's aggregate beneficial ownership of 2,751,321 shares of Common Stock constitutes 4.8% of all of the outstanding shares of Common Stock, based upon 54,530,382 shares of Common Stock outstanding as of December 31, 2005. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 2,751,321 (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of 2,751,321 (iv) Shared power to dispose or to direct the disposition of Not applicable. 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 [X]. CUSIP No. 652903-10-5 13G Page 4 of 4 Pages 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. 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: January 27, 2006 THE TAIL WIND FUND LTD. By: /s/ Andrew P. MacKellar --------------------------------- Andrew P. MacKellar Director -----END PRIVACY-ENHANCED MESSAGE-----