0000947871-13-000421.txt : 20130613 0000947871-13-000421.hdr.sgml : 20130613 20130613140002 ACCESSION NUMBER: 0000947871-13-000421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130613 DATE AS OF CHANGE: 20130613 GROUP MEMBERS: ALEXIS P. MICHAS GROUP MEMBERS: JOHN A. BARTHOLDSON GROUP MEMBERS: JUNIPER HF INVESTORS II, LLC GROUP MEMBERS: JUNIPER INVESTMENT COMPANY, LLC GROUP MEMBERS: JUNIPER PUBLIC FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERAGENICS CORP CENTRAL INDEX KEY: 0000795551 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 581528626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53277 FILM NUMBER: 13910931 BUSINESS ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 BUSINESS PHONE: 7702710233 MAIL ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICINE INC DATE OF NAME CHANGE: 19860902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAS ALEXIS P CENTRAL INDEX KEY: 0001044005 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 940 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 ss178766_sc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Theragenics Corporation
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
883375107
(CUSIP Number)
 
Alexis P. Michas
Juniper Investment Company, LLC
600 Madison Avenue, 16th Floor
New York, New York  10022
(212) 339-8585
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
June 12, 2013
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 
      
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Public Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
2,198,744
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,198,744
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,198,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
   
 
Page 2 of 9 Pages
 
 
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper HF Investors II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,198,744
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,198,744
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,198,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
Page 3 of 9 Pages
 
 
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Juniper Investment Company, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,198,744
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,198,744
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,198,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
Page 4 of 9 Pages
 
 
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 5 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Alexis P. Michas
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,198,744*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,198,744*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,198,744*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)*
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
_______________________
* Excludes 3,183 shares held by Mr. Michas’s children, as to which Mr. Michas disclaims beneficial ownership.
 
 
Page 5 of 9 Pages
 
 
SCHEDULE 13D
 
CUSIP No.  883375107
  
Page 6 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John A. Bartholdson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,198,744
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,198,744
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,198,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
Page 6 of 9 Pages
 
 
Item 1. 
Security and Issuer.
 
Item 1 is hereby amended and restated in its entirety to read as follows:
 
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on March 5, 2012 (the “Initial Schedule”), as amended and supplemented by Amendment No. 1 filed on July 17, 2012 and Amendment No. 2 filed on May 13, 2013 (the “Amendments”, and together with the Initial Schedule, the “Schedule 13D”), which relates to the common stock, par value $.01 per share (the “Shares”), of Theragenics Corporation, a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 5203 Bristol Industrial Way, Buford, Georgia, 30518.  Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.
 
Item 4. 
Purpose of Transaction.
 
Item 4 is hereby amended and supplemented by adding the following:
 
On June 12, 2013, Juniper Investment Company delivered a letter to the Issuer (the “June 12 Letter”) pursuant to which, among other things, Juniper Investment Company reaffirmed its interest in acquiring 100% of the outstanding shares of the Issuer at a proposed price of $2.25 to $2.30 per share in cash.  Pursuant to the June 12 Letter, the Issuer has agreed to extend the exclusivity period under the May 12 Letter until 5:00 p.m. ET on June 18, 2013 unless, prior to such time, Juniper Investment Company has provided to the Issuer drafts of equity and debt financing commitments in an amount sufficient to fund the proposed transaction, in which case the exclusivity period will be automatically extended until 5:00 p.m. ET on June 25, 2013.
 
The June 12 Letter is non-binding on Juniper Investment Company and is subject to, among other things, satisfactory completion of Juniper Investment Company’s due diligence review of the Issuer, the receipt of financing by Juniper Investment Company and the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions between Juniper Investment Company and the Issuer.
 
The foregoing description of the June Letter is qualified in its entirety by reference to the full text of the June 12 Letter, a copy of which is filed as Exhibit E to this Amendment No. 3 and is incorporated by reference into this Item 4.
 
Item 5. 
Interest in Securities of the Issuer.
 
Item 5 is hereby amended as follows:
 
Item 5(a) is hereby amended and restated in its entirety to read as follows:
 
 (a)           The percentages used herein are calculated based upon 31,061,883 Shares outstanding at May 6, 2013, as set forth in the Issuer’s Quarterly Report on Form 10-Q  for the quarterly period ended March 31, 2013.
 
   
 
Page 7 of 9 Pages
 
 
As of the date of this Amendment No. 3, the Reporting Persons beneficially owned in the aggregate 2,198,744 Shares, constituting approximately 7.08% of the then outstanding Shares.  As of the date of this Amendment No. 3, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
 
(i)           Juniper Public Fund beneficially owned 2,198,744 Shares, constituting approximately 7.08% of the then outstanding Shares.
 
(ii)           Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 2,198,744 Shares, constituting approximately 7.08% of the then outstanding Shares.  Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.
 
(iii)           Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) 2,198,744 Shares, constituting approximately 7.08% of the then outstanding Shares.  Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
 
(iv)           Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 2,198,744 Shares, constituting approximately 7.08% of the then outstanding Shares.  Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.  In addition, with respect to Mr. Michas, this excludes 3,183 Shares held by Mr. Michas’s children, as to which Shares Mr. Michas disclaims beneficial ownership.
 
Item 5(b) is hereby amended and restated in its entirety to read as follows:
 
(b)           Juniper Public Fund has the sole power to vote or direct the vote of 2,198,744 Shares and the sole power to dispose or direct the disposition of such Shares.  Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
 
Item 5(d) is hereby amended and restated in its entirety to read as follows:
 
(d)      To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Amendment.
 
Item 7. 
Materials to be Filed as Exhibits.
 
Exhibit B:
Joint Filing Agreement (incorporated by reference to the Issuer’s Schedule 13D filed with the Securities and Exchange Commission on March 5, 2012)
Exhibit E:
Letter, dated June 12, 2013, from Juniper Investment Company, LLC to Members of the Board of Directors of Theragenics Corporation
   

 
 
 
Page 8 of 9 Pages
 
     
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.
 
Dated:  June 13, 2013
       
  JUNIPER PUBLIC FUND, L.P.  
     
  By:  JUNIPER HF INVESTORS II, LLC, its General Partner  
       
       
  By:   /s/ John A. Bartholdson  
  Name: John A. Bartholdson  
  Title: Managing Member  
       
 
 
JUNIPER HF INVESTORS II, LLC
  
       
       
  By:   /s/ John A. Bartholdson  
  Name: John A. Bartholdson  
  Title: Managing Member  
       
    
 
JUNIPER INVESTMENT COMPANY, LLC
  
       
       
  By:   /s/ John A. Bartholdson  
  Name: John A. Bartholdson  
  Title: Managing Member  
       
 
  By:   /s/ Alexis P. Michas  
 
ALEXIS P. MICHAS
  
 
 
  By:   /s/ John A. Bartholdson  
 
JOHN A. BARTHOLDSON
  
 
 
 

 
 
 
 
 
Page 9 of 9 Pages
EX-99.E 2 ss178766_ex99e.htm LETTER
 
 
Juniper Investment Company, LLC
   
 
JUNIPER INVESTMENT COMPANY
600 Madison Avenue
New York, New York 10022
212 339 8500
 
 
 
CONFIDENTIAL
 
  June 12, 2013
 
Members of the Board of Directors
Theragenics Corporation
5203 Bristol Industrial Way
Buford, Georgia 30518

Dear Members of the Board of Directors,

Reference is made to our letter dated May 12, 2013, (the “May Letter”) expressing our interest in acquiring Theragenics Corporation (“Theragenics” or the “Company”).  Capitalized terms not otherwise defined herein are used as defined in the May Letter.

Based upon our review of financial and other information regarding the Company, we hereby affirm that Juniper is prepared to pursue a transaction in which Juniper, through a newly formed acquisition vehicle, would pay $2.25 to $2.30 per share in cash to acquire 100% of the outstanding shares of the Company through a merger transaction (the “Transaction”).

Our non-binding indication of interest remains contingent upon, among other things:

 
i.
satisfactory completion of our due diligence review of the Company, which is substantially complete;
 
ii.
the receipt of financing for the transaction, which we are confident will be fully committed in the near future; and
 
iii.
the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.


While we believe that we can work toward these goals expeditiously and are not aware of any material impediments to reaching a definitive agreement, Juniper requires that the Company extend the exclusivity period set forth in the May Letter as a condition to Juniper devoting additional time and resources to pursuing a Transaction with the Company.

Accordingly, from and after the execution of this letter through the Exclusivity End Date, the Company agrees to deal exclusively with Juniper and cooperate with it in connection with a possible Transaction, and Juniper agrees to negotiate in good faith with the Company in connection with a possible Transaction. The Exclusivity End Date shall mean 5:00 p.m. ET on June 18, 2013 unless prior to such time Juniper has provided to the Company drafts of equity and debt financing commitments from bona fide credible financing sources in an amount sufficient to fund the proposed Transaction, in which case the Exclusivity End Date shall be automatically extended to 5:00 p.m. ET on June 25, 2013.  Juniper agrees to provide the Company and its advisors with access to its proposed financing sources for diligence purposes.  Prior to the Exclusivity End Date, the Company will not, nor will it permit any of its affiliates or its or their respective representatives, officers, directors, equity holders, employees or other agents to, initiate, solicit, negotiate, discuss, enter into any agreement with respect to, or provide any information to any third party with respect to, the potential sale of the Company (or any of its subsidiaries), or a substantial interest therein (or any other transaction that would be inconsistent with the Transaction), whether by sale of assets or stock, merger, recapitalization, reorganization or other transaction, or provide any information to any third party in connection with any such potential transaction.  Consistent therewith, the Company will disclose to Juniper any bona fide offers or inquiries that it receives regarding any such proposal or offer prior to the Exclusivity End Date.
 
 

 
 
 
 
JUNIPER INVESTMENT COMPANY
 
 
 
The foregoing paragraph supersedes and replaces the binding provisions of the May Letter.  Other than with respect to the foregoing paragraph, no binding obligation on the part of the undersigned or the Company shall arise with respect to this letter or any possible Transaction unless and until a definitive merger agreement satisfactory to us and the Company is executed and delivered.  Assuming the Company’s agreement with the foregoing paragraph, Juniper expects that any such agreement would contain an appropriate “go shop” provision allowing the Company, for a period of 35 days from the date of execution of such agreement, the ability to solicit interest from third parties in connection with an alternative transaction to the Transaction.

If you are in agreement with the terms set forth above and desire to proceed with a possible Transaction on that basis, please so indicate by executing a copy of this letter and returning it to Juniper.


[Balance of page intentionally blank]

 
 

 
2
 
 
JUNIPER INVESTMENT COMPANY
 

 
Please confirm your agreement with the foregoing by signing and returning by mail, fax or email to the undersigned a copy of this letter enclosed herewith.
 

 
  JUNIPER INVESTMENT COMPANY, LLC  
         
         
         
  By: /s/ Alexis P. Michas  
  Name:
Alexis P. Michas
  
  Title: Managing Member  
         
       

Accepted and Agreed as of
This 12th day of June, 2013
  
   
   
THERAGENICS CORPORATION  
       
       
       
By: /s/ M. Christine Jacobs  
Name: M. Christine Jacobs  
Title:
Chairman of the Board and Chief Executive Officer
       
       
By: /s/ C. David Moody  
Name: C. David Moody  
Title: Presiding Director of Executive Sessions of Independent Directors
       
       
 
 
 
 
 
 
 
 
 
 
3