0001044321-12-000196.txt : 20121207
0001044321-12-000196.hdr.sgml : 20121207
20121207165302
ACCESSION NUMBER: 0001044321-12-000196
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20121207
DATE AS OF CHANGE: 20121207
GROUP MEMBERS: AUSTIN W. MARXE
GROUP MEMBERS: AWM INVESTMENT COMPPANY, INC
GROUP MEMBERS: DAVID M. GREENHOUSE
GROUP MEMBERS: MG ADVISERS LLC
GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: REMEDENT, INC.
CENTRAL INDEX KEY: 0001078037
STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843]
IRS NUMBER: 860837251
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80667
FILM NUMBER: 121250716
BUSINESS ADDRESS:
STREET 1: BELGIUM ZUIDERLAAN 1-3 BUS 8
CITY: GHENT
STATE: C9
ZIP: 9000
BUSINESS PHONE: 011-32-9-321-7080
MAIL ADDRESS:
STREET 1: BELGIUM ZUIDERLAAN 1-3 BUS 8
CITY: GHENT
STATE: C9
ZIP: 9000
FORMER COMPANY:
FORMER CONFORMED NAME: REMEDENT USA INC
DATE OF NAME CHANGE: 20050609
FORMER COMPANY:
FORMER CONFORMED NAME: REMEDENT USA INC/AZ
DATE OF NAME CHANGE: 19991220
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M
CENTRAL INDEX KEY: 0001044321
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122076500
MAIL ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D/A
1
remedent13dt6.txt
REMEDENT, INC. 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _6_)
Remedent, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75954T104
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland,N.J 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ?
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See sections
240.13d-7 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).
Cusip No. not available 75954T104
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 4,151,933*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
4,151,933*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 4,151,933 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 20.7% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 862,269 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 2,803,366 shares of Common Stock owned by
Special Situations Private Equity Fund, L.P. and 486,298 shares of
Common Stock and owned by Special Situations Fund III QP, L.P. See
Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of
Remedent, Inc. (the ?Issuer?). The Issuer?s principal executive officers
are located at Xavier de Cocklaam 42 9831 Deurle Belgium.
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of AWM Investment Company, Inc. (?AWM?), the general partner of MGP
Advisers Limited Partnership (?MGP?), the general partner of Special
Situation Fund III QP, L.P. AWM also serves as the general partner of
and Investment Adviser to Special Situations Cayman Fund, L.P.
(?Cayman?). Marxe and Greenhouse are also members of MG Advisers L.L.C.
(?MG?), the general partner to Special Situations Private Equity Fund,
L.P. (?SSPE?). AWM serves as the Investment Adviser to SSFQP and SSPE.
(SSFQP, Cayman and SSPE will hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is
527 Madison Avenue, Suite 2600, New York, N.Y. 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 862,269 shares of Common Stock, or 4.3% of the
outstanding shares, SSPE owns 2,803,366 shares of Common Stock, or 14.0%
of the outstanding shares and SSFQP owns 486,298 shares of Common Stock,
or 2.4% of the shares outstanding. Messrs. Marxe and Greenhouse share
the power to vote or to direct the vote and the power to dispose or to
direct the disposition of all shares of Common Stock owned by each of,
the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own
a total of 4,151,933 shares of Common Stock, or 20.7% of the outstanding
shares.
The following table reflects activity by each of the Funds
during the past sixty days preceding the date of the event that requires
the filing of this statement. No other transactions occurred within the
last sixty days.
A. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
During Month of November
33,832
$0.12
B. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
During Month of November
60,643
$0.12
C. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
During Month of November
99,525
$0.13
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
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: December 7, 2012
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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